Requests for Revolving Loans. A request for a Revolving Loan shall be made or shall be deemed to be made, each in the following manner: The Company shall give Lender same day notice, no later than 12:00 P.M. (Chicago, Illinois local time) for such day, of its request for a Revolving Loan, in which notice the Company shall specify the amount of the proposed borrowing and the proposed borrowing date; provided, however, that no such request may be made at a time when there exists an Event of Default or an event which, with the passage of time or giving of notice, will become an Event of Default. In the event that the Borrowers maintain one or more controlled disbursement accounts at Lender, each check presented for payment against such controlled disbursement account(s) and any other charge or request for payment against such controlled disbursement account(s) shall constitute a request for a Revolving Loan. As an accommodation to the Borrowers, Lender may permit telephone requests for Revolving Loans and electronic transmittal of instructions, authorizations, agreements or reports to Lender by the Company. Unless the Company specifically directs Lender in writing not to accept or act upon telephonic or electronic communications from the Company, Lender shall have no liability to Borrowers for any loss or damage suffered by Borrowers as a result of Lender’s honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to it telephonically or electronically and purporting to have been sent to Lender by the Company and Lender shall have no duty to verify the origin of any such communication or the authority of the Person sending it. Borrowers hereby irrevocably authorize Lender to disburse the proceeds of each Revolving Loan requested by the Company, or deemed to be requested by the Company, as follows: (i) the proceeds of each Revolving Loan requested under Section 2.02(a) shall be disbursed by Lender in lawful money of the United States of America in immediately available funds, (ii) in the case of the initial borrowing, in accordance with the terms of the written disbursement letter from the Company, and (iii) in the case of each subsequent borrowing, by wire transfer or Automated Clearing House (ACH) transfer to such bank account as may be agreed upon by the Company and Lender from time to time, or elsewhere if pursuant to a written direction from the Company.
Appears in 1 contract
Requests for Revolving Loans. A To request for a Revolving Loan shall be made or shall be deemed to be made, each in the following manner: The Company shall give Lender same day notice, no later than 12:00 P.M. (Chicago, Illinois local time) for such day, Borrowing consisting of its request for a Revolving Loan, in which notice the Company Borrower Representative shall specify notify the amount Administrative Agent of the proposed borrowing and the proposed borrowing date; provided, however, that no such request may be made at a time when there exists an Event of Default or an event which, with the passage of time or giving of notice, will become an Event of Default. In the event that the Borrowers maintain one or more controlled disbursement accounts at Lender, each check presented for payment against such controlled disbursement account(s) and any other charge or request for payment against such controlled disbursement account(s) shall constitute a request for a Revolving Loan. As an accommodation to the Borrowers, Lender may permit by telephone requests for Revolving Loans and electronic transmittal of instructions, authorizations, agreements or reports to Lender by the Company. Unless the Company specifically directs Lender in writing not to accept or act upon telephonic or electronic communications from the Company, Lender shall have no liability to Borrowers for any loss or damage suffered by Borrowers as a result of Lender’s honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to it telephonically or electronically and purporting to have been sent to Lender by the Company and Lender shall have no duty to verify the origin of any such communication or the authority of the Person sending it. Borrowers hereby irrevocably authorize Lender to disburse the proceeds of each Revolving Loan requested by the Company, or deemed to be requested by the Company, as follows: (i) the proceeds of each Revolving Loan requested under Section 2.02(a) shall be disbursed by Lender in lawful money of the United States of America in immediately available funds, (iia) in the case of a Eurodollar Borrowing, not later than 12:00 p.m., Chicago, Illinois time, two Business Days before the initial borrowing, in accordance with the terms date of the written disbursement letter from the Company, proposed Borrowing and (iiib) in the case of each subsequent borrowinga Prime Rate Borrowing, not later than 2:30 p.m., Chicago, Illinois time, the day of the proposed Borrowing; provided that any such notice of a Prime Rate Borrowing to finance the reimbursement of an LC Disbursement as contemplated by wire transfer or Automated Clearing House (ACHSection 2.04(e) transfer to such bank account as may be agreed upon given not later than 2:30 p.m., Chicago, Illinois time, on the date of the proposed Borrowing. Each such telephonic Revolving Loan Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Revolving Loan Borrowing Request in a form approved by the Company Administrative Agent and signed by the Borrower Representative. Each such telephonic and written Revolving Loan Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) the name of the applicable Borrower and the aggregate amount of such Borrowing;
(ii) the date of such Borrowing, which shall be a Business Day;
(iii) whether such Borrowing is to be a Prime Rate Borrowing or a Eurodollar Borrowing;
(iv) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and
(v) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.05. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Prime Rate Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the Borrowers shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Revolving Loan Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Revolving Lender from time of the details thereof and of the amount of such Lender’s Revolving Loan to time, or elsewhere if pursuant to a written direction from be made as part of the Companyrequested Borrowing.
Appears in 1 contract
Samples: Credit Agreement (Allscripts Healthcare Solutions Inc)
Requests for Revolving Loans. A The Borrower shall notify the Banks of a potential request for a Revolving Loan as soon as possible but not less than three Business Days prior to the Borrower's proposed Drawdown Date and shall be made give to the Banks written notice in the form of Exhibit B hereto (or telephonic notice confirmed in writing in the form of Exhibit B hereto) of each Revolving Loan requested hereunder (a "Loan Request") no less than three Business Days prior to the proposed Drawdown Date. Each such notice shall be deemed specify with respect to the requested Revolving Loan the proposed principal amount, Drawdown Date, Interest Period and Type. Each such notice shall also contain (i) a calculation showing that after giving effect to such advance the sum of the principal amount of Revolving Loans to be madeoutstanding plus the Letter of Credit Exposure shall not exceed either the Total Commitment or the Borrowing Base Availability then in effect, each (ii) a certification by the chief financial or chief accounting officer of the REIT that the REIT and the Borrower are and will be in compliance with all covenants under the following manner: The Company shall give Lender same day notice, no later than 12:00 P.M. (Chicago, Illinois local time) for Loan Documents after giving effect to the making of such day, of its request for a Revolving Loan, and (iii) a Compliance Certificate prepared on a pro forma basis using the financial statements of the Borrower most recently provided or required to be provided to the Banks under ss.6.4 or ss.7.4 adjusted in which the best good faith estimate of the Borrower to give effect to the proposed advance. Promptly upon receipt of any such notice, the Agent shall notify each of the Banks thereof. Each such notice shall be irrevocable and binding on the Company REIT and the Borrower and shall specify obligate the Borrower to accept the Revolving Loan requested from the Banks on the proposed Drawdown Date. Each Loan Request shall be (a) for a Base Rate Revolving Loan in a minimum aggregate amount of the proposed borrowing and the proposed borrowing date$1,000,000 or an integral multiple of $100,000 in excess thereof, or (b) for a Eurodollar Rate Revolving Loan in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof; provided, however, that there shall be no such request may be made at a time when there exists an Event of Default or an event which, with the passage of time or giving of notice, will become an Event of Default. In the event that the Borrowers maintain one or more controlled disbursement accounts at Lender, each check presented for payment against such controlled disbursement account(s) and any other charge or request for payment against such controlled disbursement account(s) shall constitute a request for a Revolving Loan. As an accommodation to the Borrowers, Lender may permit telephone requests for than five Eurodollar Rate Revolving Loans and electronic transmittal of instructions, authorizations, agreements or reports to Lender by the Company. Unless the Company specifically directs Lender in writing not to accept or act upon telephonic or electronic communications from the Company, Lender shall have no liability to Borrowers for outstanding at any loss or damage suffered by Borrowers as a result of Lender’s honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to it telephonically or electronically and purporting to have been sent to Lender by the Company and Lender shall have no duty to verify the origin of any such communication or the authority of the Person sending it. Borrowers hereby irrevocably authorize Lender to disburse the proceeds of each Revolving Loan requested by the Company, or deemed to be requested by the Company, as follows: (i) the proceeds of each Revolving Loan requested under Section 2.02(a) shall be disbursed by Lender in lawful money of the United States of America in immediately available funds, (ii) in the case of the initial borrowing, in accordance with the terms of the written disbursement letter from the Company, and (iii) in the case of each subsequent borrowing, by wire transfer or Automated Clearing House (ACH) transfer to such bank account as may be agreed upon by the Company and Lender from time to one time, or elsewhere if pursuant to a written direction from the Company.
Appears in 1 contract
Samples: Revolving Credit Agreement (Berkshire Realty Co Inc /De)
Requests for Revolving Loans. A To request for a Revolving Loan shall be made or shall be deemed to be made, each in the following manner: The Company shall give Lender same day notice, no later than 12:00 P.M. (Chicago, Illinois local time) for such day, Borrowing consisting of its request for a Revolving Loan, in which notice the Company Borrower Representative shall specify notify the amount Administrative Agent of the proposed borrowing and the proposed borrowing date; provided, however, that no such request may be made at a time when there exists an Event of Default or an event which, with the passage of time or giving of notice, will become an Event of Default. In the event that the Borrowers maintain one or more controlled disbursement accounts at Lender, each check presented for payment against such controlled disbursement account(s) and any other charge or request for payment against such controlled disbursement account(s) shall constitute a request for a Revolving Loan. As an accommodation to the Borrowers, Lender may permit by telephone requests for Revolving Loans and electronic transmittal of instructions, authorizations, agreements or reports to Lender by the Company. Unless the Company specifically directs Lender in writing not to accept or act upon telephonic or electronic communications from the Company, Lender shall have no liability to Borrowers for any loss or damage suffered by Borrowers as a result of Lender’s honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to it telephonically or electronically and purporting to have been sent to Lender by the Company and Lender shall have no duty to verify the origin of any such communication or the authority of the Person sending it. Borrowers hereby irrevocably authorize Lender to disburse the proceeds of each Revolving Loan requested by the Company, or deemed to be requested by the Company, as follows: (i) the proceeds of each Revolving Loan requested under Section 2.02(a) shall be disbursed by Lender in lawful money of the United States of America in immediately available funds, (iia) in the case of a Eurodollar Borrowing, not later than 12:00 noon, Chicago, Illinois time, two Business Days before the initial borrowing, in accordance with the terms date of the written disbursement letter from the Company, proposed Borrowing and (iiib) in the case of each subsequent borrowinga Prime Rate Borrowing, not later than 12:00 noon, Chicago, Illinois time, the day of the proposed Borrowing; provided that any such notice of a Prime Rate Borrowing to finance the reimbursement of an LC Disbursement as contemplated by wire transfer or Automated Clearing House (ACHSection 2.04(e) transfer to such bank account as may be agreed upon given not later than 12:00 noon, Chicago, Illinois time, on the date of the proposed Borrowing. Each such telephonic Revolving Loan Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Revolving Loan Borrowing Request in a form approved by the Company Administrative Agent and signed by the Borrower Representative. Each such telephonic and written Revolving Loan Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) the name of the applicable Borrower and the aggregate amount of such Borrowing;
(ii) the date of such Borrowing, which shall be a Business Day;
(iii) whether such Borrowing is to be a Prime Rate Borrowing or a Eurodollar Borrowing;
(iv) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and
(v) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.05. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Prime Rate Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the Borrowers shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Revolving Loan Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender from time of the details thereof and of the amount of such Lender’s Loan to time, or elsewhere if pursuant to a written direction from be made as part of the Companyrequested Borrowing.
Appears in 1 contract
Samples: Credit Agreement (Allscripts-Misys Healthcare Solutions, Inc.)
Requests for Revolving Loans. A To request for a Revolving Loan shall be made or shall be deemed to be made, each in the following manner: The Company shall give Lender same day notice, no later than 12:00 P.M. (Chicago, Illinois local time) for such day, of its request for a Revolving Loan, the Borrower shall notify the Lender of such request by telephone (a) in which the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of the proposed Borrowing; provided that any such notice of an ABR Revolving Borrowing to finance the Company reimbursement of an LC Disbursement as contemplated by Section 2.04(d) may be given not later than 10:00 a.m., New York City time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Lender of a written Borrowing Request in a form approved by the Lender and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the amount of the proposed borrowing and the proposed borrowing date; provided, however, that no such request may be made at a time when there exists an Event of Default or an event which, following information in compliance with the passage of time or giving of notice, will become an Event of Default. In the event that the Borrowers maintain one or more controlled disbursement accounts at Lender, each check presented for payment against such controlled disbursement account(s) and any other charge or request for payment against such controlled disbursement account(s) shall constitute a request for a Revolving Loan. As an accommodation to the Borrowers, Lender may permit telephone requests for Revolving Loans and electronic transmittal of instructions, authorizations, agreements or reports to Lender by the Company. Unless the Company specifically directs Lender in writing not to accept or act upon telephonic or electronic communications from the Company, Lender shall have no liability to Borrowers for any loss or damage suffered by Borrowers as a result of Lender’s honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to it telephonically or electronically and purporting to have been sent to Lender by the Company and Lender shall have no duty to verify the origin of any such communication or the authority of the Person sending it. Borrowers hereby irrevocably authorize Lender to disburse the proceeds of each Revolving Loan requested by the Company, or deemed to be requested by the Company, as followsSection 2.02: (i) the proceeds aggregate amount of each Revolving Loan the requested under Section 2.02(aBorrowing; (ii) the date of such Borrowing, which shall be disbursed by Lender in lawful money of the United States of America in immediately available funds, a Business Day; (iiiii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (iv) in the case of a Eurodollar Borrowing, the initial borrowingInterest Period to be applicable thereto, in accordance with which shall be a period contemplated by the terms definition of the written disbursement letter from the Company, term “Interest Period”; and (iiiv) in the case location and number of each subsequent borrowingthe Borrower’s account to which funds are to be disbursed. If no election as to the Type of Revolving Borrowing is specified, by wire transfer or Automated Clearing House (ACH) transfer then the requested Revolving Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to such bank account as may any requested Eurodollar Revolving Borrowing, then the Borrower shall be agreed upon by the Company and Lender from time deemed to time, or elsewhere if pursuant to a written direction from the Companyhave selected an Interest Period of one month’s duration.
Appears in 1 contract
Samples: Credit Agreement (Central Vermont Public Service Corp)
Requests for Revolving Loans. A (A) Lender, in its commercially reasonable discretion, may issue approvals (individually an “Approval” and collectively, the “Approvals”) upon receipt of a request (orally or in writing) from a Vendor requesting Lender’s confirmation that it will finance the acquisition by Borrower of Inventory held for a Revolving Loan shall shipment, or shipped, to Borrower. Partial shipments may be made or shall be deemed to be madeagainst any Approval and Lender may honor the related invoice without inquiry, each in regardless of any apparent disproportion between (i) the following manner: The Company shall give Lender same day notice, no later than 12:00 P.M. (Chicago, Illinois local time) for such day, of its request for a Revolving Loan, in which notice the Company shall specify quantity shipped and the amount of the proposed borrowing related invoice; or (ii) the amount of the Approval and the proposed borrowing datequantity to be shipped under the Approval. Until terminated or revoked, an Approval shall be deemed outstanding to the extent of its face amount less the amount of Revolving Loans made with respect to such Approval. (B) Lender shall not be responsible for, and Borrower’s obligations to Lender shall not be affected by any of the following with respect to any Approval: (i) performance or non-performance by any Person other than Lender of its obligations to Borrower; provided(ii) the form, howeversufficiency, that no correctness, genuineness, authority of any Person signing, falsification or legal effect of any documents called for under any Approval if such request may document on their face appear to be made at in order; (iii) acts or omissions of any Person other than Lender; (iv) the existence, nature, quality, quantity, condition, value or delivery of Inventory represented by documents presented to Lender, or any difference of Inventory from Inventory represented by documents presented to Lender; (v) the validity, sufficiency, genuineness or collectibility of any documents, insurance or instruments, or endorsements thereof; (vi) any irregularity in connection with shipment; (vii) breach of agreement between Borrower and a time when there exists an Event Vendor or any other Person; (viii) without limiting the foregoing, any act or omission of Default Lender not done or an event which, with the passage of time or giving of notice, will become an Event of Defaultomitted in bad faith. In the event that the Borrowers maintain one or more controlled disbursement accounts at Lender, each check presented for payment against such controlled disbursement account(s) and any other charge or request for payment against such controlled disbursement account(s) shall constitute Borrower has a request for dispute with a Revolving Loan. As an accommodation Vendor relating to the Borrowersforegoing, Lender shall provide such documents in Lender’s possession reasonably requested by Borrower relating to such dispute. Borrower shall indemnify Lender against any and all claims, losses, liabilities, costs and expenses (including, but not limited to, reasonable attorneys’ fees) resulting from or incurred in connection with an Approval and not directly caused by Lender’s gross negligence or willful misconduct. Lender may permit telephone requests for not enter into any settlement or other compromise with respect to any claim covered by the indemnity set forth in this Section without Borrower’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed. If Lender obtains recovery of any of the amounts that Borrower has paid to it pursuant to the indemnity set forth in this section, then Lender shall promptly pay to Borrower or offset against amounts due and owing Lender by Borrower the amount of such recovery (C) After Lender has issued an Approval, Lender shall be deemed to have made an Inventory Loan to Borrower under Section 2.1(A) of this Agreement as of the ship date specified in the invoice relating to such Approval or such earlier date as Lender shall enter such Revolving Loans and electronic transmittal of instructionsLoan as a receivable on Lender’s books. Lender may disburse any such Inventory Loan directly to a Vendor, authorizations, agreements or reports except that Lender may set off any amount owed to Lender by the Company. Unless the Company specifically directs Lender in writing not to accept or act upon telephonic or electronic communications from the Company, Lender shall have no liability to Borrowers for any loss or damage suffered by Borrowers as a result of Lender’s honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to it telephonically or electronically and purporting to have been sent to Lender by the Company and Lender shall have no duty to verify the origin of any such communication or the authority of the Person sending it. Borrowers hereby irrevocably authorize Lender to disburse the proceeds of each Revolving Loan requested by the Company, or deemed to be requested by the Company, as follows: (i) the proceeds of each Revolving Loan requested under Section 2.02(a) shall be disbursed by Lender in lawful money of the United States of America in immediately available funds, (ii) in the case of the initial borrowing, in accordance with the terms of the written disbursement letter from the Company, and (iii) in the case of each subsequent borrowing, by wire transfer or Automated Clearing House (ACH) transfer to such bank account as may be agreed upon by the Company and Lender from time to time, or elsewhere if pursuant to a written direction from the CompanyVendor.
Appears in 1 contract
Requests for Revolving Loans. A request for a Revolving Loan (a) The Borrowers shall be made or shall be deemed give to be made, each the Administrative Agent written notice in the following manner: The Company shall give Lender same day notice, no later than 12:00 P.M. (Chicago, Illinois local time) for such day, form of its request for a Revolving Loan, in which notice the Company shall specify the amount of the proposed borrowing and the proposed borrowing date; provided, however, that no such request may be made at a time when there exists an Event of Default or an event which, with the passage of time or giving of notice, will become an Event of Default. In the event that the Borrowers maintain one or more controlled disbursement accounts at Lender, each check presented for payment against such controlled disbursement account(s) and any other charge or request for payment against such controlled disbursement account(s) shall constitute a request for a Revolving Loan. As an accommodation to the Borrowers, Lender may permit telephone requests for Revolving Loans and electronic transmittal of instructions, authorizations, agreements or reports to Lender by the Company. Unless the Company specifically directs Lender in writing not to accept or act upon telephonic or electronic communications from the Company, Lender shall have no liability to Borrowers for any loss or damage suffered by Borrowers as a result of Lender’s honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to it telephonically or electronically and purporting to have been sent to Lender by the Company and Lender shall have no duty to verify the origin of any such communication or the authority of the Person sending it. Borrowers hereby irrevocably authorize Lender to disburse the proceeds Exhibit 2.1.6 of each Revolving Loan requested hereunder (a “Revolving Loan Request”) by no later than 1:00 p.m. Boston time no less than (a) one (1) Business Day prior to the Company, or deemed proposed Drawdown Date of any Base Rate Loan and (b) three (3) Business Days prior to be requested by the Company, as follows: proposed Drawdown Date of any LIBOR Rate Loan. Each such notice shall specify (i) the proceeds principal amount of each the Revolving Loan requested under Section 2.02(a) shall be disbursed by Lender in lawful money of the United States of America in immediately available fundsrequested, (ii) the proposed Drawdown Date of such Revolving Loan, (iii) the Type of such Revolving Loan and (iv) the Interest Period for such Revolving Loan that is to be a LIBOR Rate Loan. Promptly upon receipt of any such notice, the Administrative Agent shall notify each of the Lenders thereof. Each Revolving Loan Request shall be irrevocable and binding on the Borrowers and shall obligate the Borrowers to accept the Revolving Loan requested from such Lenders on the proposed Drawdown Date. Each Revolving Loan Request with respect to a Base Rate Loan shall be in a minimum aggregate amount of $500,000 and integral multiples of $100,000 in excess thereof and each Revolving Loan Request with respect to a LIBOR Rate Loan shall be in a minimum aggregate amount of $1,000,000 and integral multiples of $100,000 in excess thereof.
(b) Each Revolving Loan that is advanced under this Credit Agreement shall be made by all of the Revolving Credit Lenders simultaneously and proportionately to their respective Revolving Loan Commitment Percentages, it being understood that no Revolving Credit Lender shall be responsible for any default by any other Revolving Credit Lender in such Delinquent Lender’s obligation to make a Revolving Loan requested hereunder nor shall the Revolving Loan Commitment of any Lender to make any Revolving Loan be increased or decreased as a result of a default by a Delinquent Lender in the case Delinquent Lender’s obligation to make a Revolving Loan requested hereunder. No later than 4:00 p.m. Boston time on the date that the Administrative Agent receives a Revolving Loan Request, the Administrative Agent shall notify each Revolving Credit Lender of such Revolving Loan request. Each Revolving Credit Lender shall make the amount of its Revolving Loan available to the Administrative Agent, in same day funds, at the office of the initial borrowingAdministrative Agent located at Xxx Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, not later than 1:00 p.m. Boston time on the date on which the Revolving Loan is to be made.
(c) Except as provided in Section 5 with respect to Revolving Loans to be used to reimburse the Administrative Agent or Issuing Bank for the amount of any drawing under an Existing Letter of Credit, upon satisfaction or waiver of the conditions precedent specified in Section 7, the Administrative Agent shall make the proceeds of such Revolving Loan available to the Borrowers by causing an amount of same day funds equal to the proceeds of such Revolving Loan received by the Administrative Agent from the Revolving Credit Lenders to be credited to the account of the Borrowers at the Administrative Agent.
(d) Unless the Administrative Agent shall have been notified by any Revolving Credit Lender prior to the date on which a Revolving Loan is to be advanced that such Revolving Credit Lender does not intend to make available to the Administrative Agent the amount of such Revolving Credit Lender’s Revolving Loan requested on such date, the Administrative Agent may assume that such Revolving Credit Lender will make such amount available to the Administrative Agent on such date and that the Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to the Borrowers a corresponding amount on the date of such advance. If such corresponding amount is not in fact made available to the Administrative Agent by such Revolving Credit Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Delinquent Lender together with (i) interest thereon, for each day from the advance of such Revolving Loan until the date such amount is paid to the Administrative Agent, at the greater of the rate of interest accruing on such Revolving Loan and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus (ii) any administrative, processing or similar fees customarily charged by the terms of Administrative Agent in connection with the written disbursement letter from foregoing. If such Delinquent Lender does not pay such corresponding amount forthwith upon the CompanyAdministrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrowers and (iii) in the case of Borrowers shall immediately pay such corresponding amount to the Administrative Agent together with interest thereon, for each subsequent borrowingday such Revolving Loan is outstanding, by wire transfer or Automated Clearing House (ACH) transfer at the rate payable under this Credit Agreement with respect to such bank account as may Revolving Loan.
(e) Nothing in this Section shall be agreed upon by the Company and deemed to relieve any Delinquent Lender from time its obligation to timefulfill its Revolving Loan Commitment hereunder, to prejudice any rights that the Borrowers may have against any Delinquent Lender as a result of any default by such Delinquent Lender hereunder, or elsewhere if pursuant to a written direction from require the CompanyBorrowers to pay more than the rate of interest otherwise applicable to the principal amounts outstanding.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Centerline Holding Co)
Requests for Revolving Loans. (a) A request for a Revolving Loan shall be made or shall be deemed to be made, each in the following manner: The Company Borrower shall give Lender same day notice, no later than 12:00 P.M. (Chicago, Illinois local time) for such day, of its request for a Revolving Loan as a Reference Rate Loan, and at least three Business Days prior notice of its request for a Revolving Loan as a Tranche Rate Loan, in which notice the Company Borrower shall specify the amount of the proposed borrowing and the proposed borrowing date; provided, however, that no such request may be made at during a time when there exists Default Period. Borrower shall deliver to Lender, on each day on which Borrower requests a Revolving Loan, an Event of Default or an event which, with the passage of time or giving of notice, will become an Event of Defaultadvance request form in Lender’s then current form. In the event that the Borrowers maintain one or more Borrower maintains a controlled disbursement accounts account at Lender, each check presented for payment against such controlled disbursement account(s) account and any other charge or request for payment against such controlled disbursement account(s) account shall constitute a request for a Revolving Loan as a Reference Rate Loan. As an accommodation to the BorrowersBorrower, Lender may permit telephone requests for Revolving Loans and electronic transmittal of instructions, authorizations, agreements or reports to Lender by the CompanyBorrower in which case an advance request form is not required. Unless the Company Borrower specifically directs Lender in writing not to accept or act upon telephonic or electronic communications from the CompanyBorrower, Lender shall have no liability to Borrowers Borrower for any loss or damage suffered by Borrowers Borrower as a result of Lender’s honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to it telephonically or electronically and purporting to have been sent to Lender by the Company Borrower and Lender shall have no duty to verify the origin of any such communication or the authority of the Person sending it. Borrowers .
(b) Each request by Borrower for a wire transfer, ACH transfer, or other withdrawal made through use of Lender’s Web Express system (or any successor platform) from deposit accounts maintained with Lender will be deemed a request for a Revolving Loan.
(c) Borrower hereby irrevocably authorize authorizes Lender to disburse the proceeds of each Revolving Loan requested by the CompanyBorrower, or deemed to be requested by the CompanyBorrower, as follows: (i) the proceeds of each Revolving Loan requested under Section 2.02(a) shall be disbursed by Lender in lawful money of the United States of America in immediately available funds, (ii) in the case of the initial borrowing, in accordance with the terms of the written disbursement letter from the CompanyBorrower, and (iii) in the case of each subsequent borrowing, by wire transfer or Automated Clearing House (ACH) transfer to such bank account as may be agreed upon by the Company Borrower and Lender from time to time, or elsewhere if pursuant to a written direction from the CompanyBorrower.
Appears in 1 contract
Requests for Revolving Loans. A (A) Lender, in its commercially reasonable discretion, may issue approvals (individually an "Approval" and collectively, the "Approvals") upon receipt of a request (orally, electronically or in writing) from a Vendor requesting Lender's confirmation that it will finance the acquisition by Borrower of Inventory that is subject to a Vendor Repurchase Agreement held for shipment, or shipped, to Borrower. Upon any request for a Revolving an Approval, Lender will request Borrowers to give Lender an Approval Representation relating to such request. Without limiting Lender's discretion in making Inventory Loans with respect to any request for an Approval, Lender shall not make any Inventory Loan shall relating to such request for any Approval until such time as Lender receives an Approval Representation relating to such request. Partial shipments may be made or shall be deemed to be madeagainst any Approval and Lender may honor the related invoice without inquiry, each in regardless of any apparent disproportion between (i) the following manner: The Company shall give Lender same day notice, no later than 12:00 P.M. (Chicago, Illinois local time) for such day, of its request for a Revolving Loan, in which notice the Company shall specify quantity shipped and the amount of the proposed borrowing related invoice; or (ii) the amount of the Approval and the proposed borrowing datequantity to be shipped under the Approval. Until terminated or revoked, an Approval shall be deemed outstanding to the extent of its face amount less the amount of Revolving Loans made with respect to such Approval.
(B) Lender shall not be responsible for, and Borrower's obligations to Lender shall not be affected by any of the following with respect to any Approval: (i) performance or non-performance by any Person other than Lender of its obligations to Borrower; provided(ii) the form, howeversufficiency, that no correctness, genuineness, authority of any Person signing, falsification or legal effect of any documents called for under any Approval if such request may document on their face appear to be made at in order; (iii) acts or omissions of any Person other than Lender; (iv) the existence, nature, quality, quantity, condition, value or delivery of Inventory represented by documents presented to Lender, or any difference of Inventory from Inventory represented by documents presented to Lender; (v) the validity, sufficiency, genuineness or collectibility of any documents, insurance or instruments, or endorsements thereof; (vi) any irregularity in connection with shipment; (vii) breach of agreement between Borrower and a time when there exists an Event Vendor or any other Person; (viii) without limiting the foregoing, any act or omission of Default Lender not done or an event which, with the passage of time or giving of notice, will become an Event of Defaultomitted in bad faith. In the event that the Borrowers maintain one or more controlled disbursement accounts at Lender, each check presented for payment against such controlled disbursement account(s) and any other charge or request for payment against such controlled disbursement account(s) shall constitute Borrower has a request for dispute with a Revolving Loan. As an accommodation Vendor relating to the Borrowersforegoing, Lender shall provide such documents in Lender's possession reasonably requested by Borrower relating to such dispute. Borrower shall indemnify Lender against any and all claims, losses, liabilities, costs and expenses (including, but not limited to, reasonable attorneys' fees) resulting from or incurred in connection with an Approval and not directly caused by Lender's gross negligence or willful misconduct. Lender may permit telephone requests for not enter into any settlement or other compromise with respect to any claim covered by the indemnity set forth in this Section without Borrower's prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed. If Lender obtains recovery of any of the amounts that Borrower has paid to it pursuant to the indemnity set forth in this section, then Lender shall promptly pay to Borrower or offset against amounts due and owing Lender by Borrower the amount of such recovery
(C) After Lender has issued an Approval, Lender shall be deemed to have made an Inventory Loan to Borrower under Section 2.1 of this Agreement as of the ship date specified in the invoice relating to such Approval or such earlier date as Lender shall enter such Revolving Loans and electronic transmittal of instructionsLoan as a receivable on Lender's books. Lender shall only disburse any such Inventory Loan directly to a Vendor, authorizations, agreements or reports except that Lender may set off any amount owed to Lender by the Company. Unless the Company specifically directs such Vendor.
(D) Lender may refuse to issue an Approval or may revoke an Approval at any time in writing not to accept or act its commercially reasonable discretion and effective immediately upon telephonic or electronic communications from the Companysuch revocation, Lender shall no longer be deemed to have no liability made an Inventory Loan (to Borrowers the extent an Inventory Loan has been made) and Borrower shall repay any such Inventory Loan immediately upon such revocation. Borrower shall be obligated for all obligations incurred by Lender on account of the issuance of any Approval. Without limiting the foregoing, Borrower acknowledges that Lender customarily revokes Approvals approximately 30 days after issuance if Lender has not received an invoice from the applicable Vendor relating thereto, although it is not obligated to do so.
(E) Each request by the Borrower for any loss Revolving Loan under the Line of Credit other than Inventory Loans pursuant to Approvals shall be (A) made in writing, or damage suffered by Borrowers telephone and if by telephone, shall be promptly confirmed in writing; and (B) accompanied by a Borrowing Base Certificate which shall contain information as of such Business Date such request is made; and (C) shall be signed by the president or chief financial officer or controller of Borrower. Each Working Capital Loan shall be sent by Federal Reserve wire transfer as directed by Borrower in writing or by EDI or through acceptance of an ACH Debit by a result of Lender’s honoring of any requests, execution of any instructions, authorizations or agreements or reliance Collecting Bank. Lender shall not be required to make more than one Working Capital Loan to Borrower on any reports communicated to it telephonically or electronically day. The date and purporting to have been sent to Lender by the Company and Lender shall have no duty to verify the origin of any such communication or the authority of the Person sending it. Borrowers hereby irrevocably authorize Lender to disburse the proceeds amount of each Revolving Loan requested made by the Company, or deemed to be requested Lender and of each repayment of principal thereon received by the CompanyLender shall be recorded by the Lender in the records of the Lender and the aggregate unpaid principal amount shown on such records shall be rebuttable, presumptive evidence of the principal owing and unpaid on the Revolving Loans. The failure to record any such amount on such records shall not, however, limit or otherwise affect the obligations of the Borrower to repay the principal amount of the Revolving Loans together with all interest accruing thereon."
12. Section 2.5 of the Loan Agreement is amended to read as follows: (i) the proceeds of each Revolving Loan requested under Section 2.02(a) shall be disbursed by Lender in lawful money of the United States of America in immediately available funds, (ii) in the case of the initial borrowing, in accordance with the terms of the written disbursement letter from the Company, and (iii) in the case of each subsequent borrowing, by wire transfer or Automated Clearing House (ACH) transfer to such bank account as may be agreed upon by the Company and Lender from time to time, or elsewhere if pursuant to a written direction from the Company.:
Appears in 1 contract
Samples: Loan and Security Agreement (Travis Boats & Motors Inc)
Requests for Revolving Loans. A request for Borrower must give to Agent written or electronic notice (or telephonic notice promptly confirmed in writing) of any requested Borrowing of new Revolving Loans to be advanced by Revolving Lenders. Each such notice constitutes a Revolving Loan “Borrowing Notice” hereunder and must: specify (i) the aggregate amount of any such Borrowing of new Base Rate Loans and the date on which such Base Rate Loans are to be advanced, or (ii) the aggregate amount of any such Borrowing of new Eurodollar Loans, the date on which such Eurodollar Loans are to be advanced (which shall be made or shall the first day of the Interest Period which is to apply thereto), and the length of the applicable Interest Period; and be deemed received by Agent not later than 11:00 a.m., Houston, Texas time, on (i) the day on which any such Base Rate Loans are to be made, each or (ii) the third Business Day preceding the day on which any such Eurodollar Loans are to be made. Each such written request or confirmation must be made in the following manner: The Company form and substance of the “Borrowing Notice” attached hereto as Exhibit 2.2(b), duly completed. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Borrowing Notice, Agent shall give each Lender same day noticeprompt notice of the terms thereof. If all conditions precedent to such new Revolving Loans have been met, no later than 12:00 P.M. (Chicagoeach Revolving Lender will on the date requested promptly remit to Agent at Agent’s office in Houston, Illinois local time) for such day, of its request for a Revolving Loan, in which notice the Company shall specify Texas the amount of the proposed borrowing and the proposed borrowing date; provided, however, that no such request may be made at a time when there exists an Event of Default or an event which, with the passage of time or giving of notice, will become an Event of Default. In the event that the Borrowers maintain one or more controlled disbursement accounts at Lender, each check presented for payment against such controlled disbursement account(s) and any other charge or request for payment against such controlled disbursement account(s) shall constitute a request for a Revolving Loan. As an accommodation to the Borrowers, Lender may permit telephone requests for Revolving Loans and electronic transmittal of instructions, authorizations, agreements or reports to Lender by the Company. Unless the Company specifically directs Lender in writing not to accept or act upon telephonic or electronic communications from the Company, Lender shall have no liability to Borrowers for any loss or damage suffered by Borrowers as a result of Lender’s honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to it telephonically or electronically and purporting to have been sent to Lender by the Company and Lender shall have no duty to verify the origin of any such communication or the authority of the Person sending it. Borrowers hereby irrevocably authorize Lender to disburse the proceeds of each new Revolving Loan requested by the Company, or deemed to be requested by the Company, as follows: (i) the proceeds of each Revolving Loan requested under Section 2.02(a) shall be disbursed by Lender in lawful money of the United States of America in immediately available funds, (ii) and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Revolving Loans have been neither met nor waived as provided herein, Agent shall promptly make such Revolving Loans available to Borrower. Unless Agent shall have received prompt notice from a Revolving Lender that such Revolving Lender will not make available to Agent such Revolving Lender’s new Revolving Loan, Agent may in the case of the initial borrowing, its discretion assume that such Revolving Lender has made such Revolving Loan available to Agent in accordance with the terms of the written disbursement letter from the Companythis section and Agent may if it chooses, and (iii) in the case of each subsequent borrowingreliance upon such assumption, by wire transfer or Automated Clearing House (ACH) transfer to make such bank account as may be agreed upon by the Company and Lender from time to time, or elsewhere if pursuant to a written direction from the Company.Revolving
Appears in 1 contract
Requests for Revolving Loans. A request for Borrower must give to Agent written or electronic notice (or telephonic notice promptly confirmed in writing) of any requested Borrowing of new Revolving Loans to be advanced by Revolving Lenders. Each such notice constitutes a Revolving Loan “Borrowing Notice” hereunder and must:
(a) specify (i) the aggregate amount of any such Borrowing of new Base Rate Loans and the date on which such Base Rate Loans are to be advanced, or (ii) the aggregate amount of any such Borrowing of new Eurodollar Loans, the date on which such Eurodollar Loans are to be advanced (which shall be made or shall the first day of the Interest Period which is to apply thereto), and the length of the applicable Interest Period; and
(b) be deemed received by Agent not later than 11:00 a.m., Houston, Texas time, on (i) the day on which any such Base Rate Loans are to be made, each or (ii) the third Business Day preceding the day on which any such Eurodollar Loans are to be made. Each such written request or confirmation must be made in the following manner: The Company form and substance of the “Borrowing Notice” attached hereto as Exhibit 2.2(b), duly completed. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Borrowing Notice, Agent shall give each Lender same day noticeprompt notice of the terms thereof. If all conditions precedent to such new Revolving Loans have been met, no later than 12:00 P.M. (Chicagoeach Revolving Lender will on the date requested promptly remit to Agent at Agent’s office in Houston, Illinois local time) for such day, of its request for a Revolving Loan, in which notice the Company shall specify Texas the amount of the proposed borrowing and the proposed borrowing date; provided, however, that no such request may be made at a time when there exists an Event of Default or an event which, with the passage of time or giving of notice, will become an Event of Default. In the event that the Borrowers maintain one or more controlled disbursement accounts at Lender, each check presented for payment against such controlled disbursement account(s) and any other charge or request for payment against such controlled disbursement account(s) shall constitute a request for a Revolving Loan. As an accommodation to the Borrowers, Lender may permit telephone requests for Revolving Loans and electronic transmittal of instructions, authorizations, agreements or reports to Lender by the Company. Unless the Company specifically directs Lender in writing not to accept or act upon telephonic or electronic communications from the Company, Lender shall have no liability to Borrowers for any loss or damage suffered by Borrowers as a result of Lender’s honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to it telephonically or electronically and purporting to have been sent to Lender by the Company and Lender shall have no duty to verify the origin of any such communication or the authority of the Person sending it. Borrowers hereby irrevocably authorize Lender to disburse the proceeds of each new Revolving Loan requested by the Company, or deemed to be requested by the Company, as follows: (i) the proceeds of each Revolving Loan requested under Section 2.02(a) shall be disbursed by Lender in lawful money of the United States of America in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Revolving Loans have been neither met nor waived as provided herein, Agent shall promptly make such Revolving Loans available to Borrower. Unless Agent shall have received prompt notice from a Revolving Lender that such Revolving Lender will not make available to Agent such Revolving Lender’s new Revolving Loan, Agent may in its discretion assume that such Revolving Lender has made such Revolving Loan available to Agent in accordance with this Section and Agent may if it chooses, in reliance upon such assumption, make such Revolving Loan available to Borrower. If and to the extent such Revolving Lender shall not so make its new Revolving Loan available to Agent, such Revolving Lender and Borrower severally agree to pay or repay to Agent within three days after demand the amount of such Revolving Loan together with interest thereon, for each day from the date such amount was made available to Borrower until the date such amount is paid or repaid to Agent, with interest at (i) the Federal Funds Rate, if such Revolving Lender is making such payment and (ii) the interest rate applicable at the time to the other new Revolving Loans made on such date, if Borrower is making such repayment. If neither such Revolving Lender nor Borrower pays or repays to Agent such amount within such three-day period, Agent shall in addition to such amount be entitled to recover from such Revolving Lender and from Borrower, on demand, interest thereon at the case of the initial borrowingDefault Rate, in accordance with the terms of the written disbursement letter calculated from the Companydate such amount was made available to Borrower. The failure of any Revolving Lender to make any new Revolving Loan to be made by it hereunder shall not relieve any other Revolving Lender of its obligation hereunder, and (iii) in if any, to make its new Revolving Loan, but no Revolving Lender shall be responsible for the case failure of each subsequent borrowing, any other Revolving Lender to make any new Revolving Loan to be made by wire transfer or Automated Clearing House (ACH) transfer to such bank account as may be agreed upon by the Company and Lender from time to time, or elsewhere if pursuant to a written direction from the Companyother Revolving Lender.
Appears in 1 contract
Requests for Revolving Loans. A request for a Revolving Loan (a) Except with respect to Swingline Loans, the Borrowers shall be made or shall be deemed give to be made, each the Administrative Agent written notice in the following manner: The Company shall give Lender same day notice, no later than 12:00 P.M. (Chicago, Illinois local time) for such day, form of its request for a Revolving Loan, in which notice the Company shall specify the amount of the proposed borrowing and the proposed borrowing date; provided, however, that no such request may be made at a time when there exists an Event of Default or an event which, with the passage of time or giving of notice, will become an Event of Default. In the event that the Borrowers maintain one or more controlled disbursement accounts at Lender, each check presented for payment against such controlled disbursement account(s) and any other charge or request for payment against such controlled disbursement account(s) shall constitute a request for a Revolving Loan. As an accommodation to the Borrowers, Lender may permit telephone requests for Revolving Loans and electronic transmittal of instructions, authorizations, agreements or reports to Lender by the Company. Unless the Company specifically directs Lender in writing not to accept or act upon telephonic or electronic communications from the Company, Lender shall have no liability to Borrowers for any loss or damage suffered by Borrowers as a result of Lender’s honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to it telephonically or electronically and purporting to have been sent to Lender by the Company and Lender shall have no duty to verify the origin of any such communication or the authority of the Person sending it. Borrowers hereby irrevocably authorize Lender to disburse the proceeds Exhibit 2.1.6 hereto of each Revolving Loan requested hereunder (a "Revolving Loan Request") by no later than 1:00 p.m. Eastern time no less than (a) one (1) Business Day prior to the Company, or deemed proposed Drawdown Date of any Base Rate Loan and (b) three (3) Business Days prior to be requested by the Company, as follows: proposed Drawdown Date of any LIBOR Rate Loan. Each such notice shall specify (i) the proceeds principal amount of each the Revolving Loan requested under Section 2.02(a) shall be disbursed by Lender in lawful money of the United States of America in immediately available fundsrequested, (ii) the proposed Drawdown Date of such Revolving Loan, (iii) the Type of such Revolving Loan and (iv) the Interest Period for such Revolving Loan that is to be a LIBOR Rate Loan. Promptly upon receipt of any such notice, the Administrative Agent shall notify each of the Lenders thereof. Each Revolving Loan Request shall be irrevocable and binding on the Borrowers and shall obligate the Borrowers to accept the Revolving Loan requested from such Lenders on the proposed Drawdown Date. Each Revolving Loan Request with respect to a Base Rate Loan shall be in a minimum aggregate amount of $500,000 and integral multiples of $100,000 in excess thereof and each Revolving Loan Request with respect to a LIBOR Rate Loan shall be in a minimum aggregate amount of $1,000,000 and integral multiples of $100,000 in excess thereof.
(b) Each Revolving Loan that is advanced under this Credit Agreement shall be made by all of the Revolving Credit Lenders simultaneously and proportionately to their respective Revolving Loan Commitment Percentages, it being understood that no Revolving Credit Lender shall be responsible for any default by any other Revolving Credit Lender in such Delinquent Lender's obligation to make a Revolving Loan requested hereunder nor shall the Revolving Loan Commitment of any Lender to make any Revolving Loan be increased or decreased as a result of a default by a Delinquent Lender in the case Delinquent Lender's obligation to make a Revolving Loan requested hereunder. No later than 4:00 p.m. Eastern time on the date that the Administrative Agent receives a Revolving Loan Request, the Administrative Agent shall notify each Revolving Credit Lender of such Revolving Loan request. Each Revolving Credit Lender shall make the amount of its Revolving Loan available to the Administrative Agent, in same day funds, at the office of the initial borrowingAdministrative Agent located at One Federal Street, Boston, Massachusetts, not later than 1:00 p.m. Xxxxxxx xxxx xx xxx xxxx xx xxxch the Revolving Loan is to be made.
(c) Except as provided in Section 5 with respect to Revolving Loans to be used to reimburse the Administrative Agent or Issuing Bank for the amount of any drawing under a Letter of Credit, upon satisfaction or waiver of the conditions precedent specified in Section 7, the Administrative Agent shall make the proceeds of such Revolving Loan available to the Borrowers by causing an amount of same day funds equal to the proceeds of such Revolving Loan received by the Administrative Agent from the Revolving Credit Lenders to be credited to the account of the Borrowers at the Administrative Agent.
(d) Unless the Administrative Agent shall have been notified by any Revolving Credit Lender prior to the date on which a Revolving Loan is to be advanced that such Revolving Credit Lender does not intend to make available to the Administrative Agent the amount of such Revolving Credit Lender's Revolving Loan requested on such date, the Administrative Agent may assume that such Revolving Credit Lender has made such amount available to the Administrative Agent on such date and that the Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to the Borrowers a corresponding amount on the date of such advance. If such corresponding amount is not in fact made available to the Administrative Agent by such Revolving Credit Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Delinquent Lender together with (i) interest thereon, for each day from the advance of such Revolving Loan until the date such amount is paid to the Administrative Agent, at the greater of the rate of interest accruing on such Revolving Loan and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus (ii) any administrative, processing or similar fees customarily charged by the terms of Administrative Agent in connection with the written disbursement letter from foregoing. If such Delinquent Lender does not pay such corresponding amount forthwith upon the CompanyAdministrative Agent's demand therefor, the Administrative Agent shall promptly notify the Borrowers and (iii) in the case of Borrowers shall immediately pay such corresponding amount to the Administrative Agent together with interest thereon, for each subsequent borrowingday such Revolving Loan is outstanding, by wire transfer or Automated Clearing House (ACH) transfer at the rate payable under this Credit Agreement with respect to such bank account as may Revolving Loan.
(e) Nothing in this Section shall be agreed upon by the Company and deemed to relieve any Delinquent Lender from time its obligation to timefulfill its Revolving Loan Commitment hereunder, to prejudice any rights that the Borrowers may have against any Delinquent Lender as a result of any default by such Delinquent Lender hereunder, or elsewhere if pursuant to a written direction from require the CompanyBorrowers to pay more than the rate of interest otherwise applicable to the principal amounts outstanding.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Chartermac)
Requests for Revolving Loans. (a) A request for a Revolving Loan shall be made or shall be deemed to be made, each in the following manner: The Company Borrowers shall give Lender same day notice, no later than 12:00 P.M. (Chicago, Illinois local time) for such day, of its request for a Revolving Loan as a Prime Rate Loan, and at least three (3) Business Days prior notice of its request for a Revolving Loan as a LIBOR Rate Loan, in which notice the Company Borrowers shall specify the amount of the proposed borrowing and the proposed borrowing date; provided, however, that no such request may be made at a time when there exists an Event of Default or an event which, with the passage of time or giving of notice, will become an Event of Default. In the event that the Borrowers maintain one or more a controlled disbursement accounts account at Lender, each check presented for payment against such controlled disbursement account(s) account and any other charge or request for payment against such controlled disbursement account(s) account shall constitute a request for a Revolving Loan as a Prime Rate Loan. As an accommodation to the Borrowers, Lender may permit telephone requests for Revolving Loans and electronic transmittal of instructions, authorizations, agreements or reports to Lender by the CompanyBorrowers. Unless the Company Borrowers specifically directs direct Lender in writing not to accept or act upon telephonic or electronic communications from the CompanyBorrowers, Lender shall have no liability to Borrowers for any loss or damage suffered by Borrowers as a result of Lender’s honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to it telephonically or electronically and purporting to have been sent to Lender by the Company Borrowers and Lender shall have no duty to verify the origin of any such communication or the authority of the Person sending it. Borrowers .
(b) Each Borrower hereby irrevocably authorize authorizes Lender to disburse the proceeds of each Revolving Loan requested by the Companysuch Borrower, or deemed to be requested by the Companysuch Borrower, as follows: (i) the proceeds of each Revolving Loan requested under Section 2.02(a) shall be disbursed by Lender in lawful money of the United States of America in immediately available funds, (ii) in the case of the initial borrowing, in accordance with the terms of the written disbursement letter from the Companya Borrower, and (iii) in the case of each subsequent borrowing, by wire transfer or Automated Clearing House (ACH) transfer to such bank account as may be agreed upon by the Company a Borrower and Lender from time to time, or elsewhere if pursuant to a written direction from the Companya Borrower.
Appears in 1 contract
Samples: Credit and Security Agreement (Clark Holdings Inc.)
Requests for Revolving Loans. A request for a Revolving Loan shall be made or shall be deemed to be made, each in the following manner: The Company Borrowers shall give Lender same day notice, no later than 12:00 P.M. (Chicago, Illinois local time) for such day, of its request for a Revolving Loan as a Reference Rate Loan, and at least three Business Days prior notice of its request for a Revolving Loan as a Tranche Rate Loan, in which notice the Company Borrowers shall specify the amount of the proposed borrowing and the proposed borrowing date; provided, however, that no such request may be made at during a time when there exists Default Period. Borrowers shall deliver to Lender, on each day on which Borrowers request a Revolving Loan, an Event of Default or an event which, with the passage of time or giving of notice, will become an Event of Defaultadvance request form in Lender’s then current form. In the event that the Borrowers maintain one or more a controlled disbursement accounts account at Lender, each check presented for payment against such controlled disbursement account(s) account and any other charge or request for payment against such controlled disbursement account(s) account shall constitute a request for a Revolving Loan as a Reference Rate Loan. As an accommodation to the Borrowers, Lender Xxxxxx may permit telephone requests for Revolving Loans and electronic transmittal of instructions, authorizations, agreements or reports to Lender by the CompanyBorrowers in which case an advance request form is not required. Unless the Company Borrowers specifically directs direct Lender in writing not to accept or act upon telephonic or electronic communications from the CompanyBorrowers, Lender shall have no liability to Borrowers any Borrower for any loss or damage suffered by Borrowers such Borrower as a result of LenderXxxxxx’s honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to it telephonically or electronically and purporting to have been sent to Lender by the Company Borrowers and Lender shall have no duty to verify the origin of any such communication or the authority of the Person sending it. Borrowers hereby irrevocably authorize Lender to disburse the proceeds of each Revolving Loan requested by the Company, or deemed to be requested by the Company, as follows: (i) the proceeds of each Revolving Loan requested under Section 2.02(a) shall be disbursed by Lender in lawful money of the United States of America in immediately available funds, (ii) in the case of the initial borrowing, in accordance with the terms of the written disbursement letter from the Company, and (iii) in the case of each subsequent borrowing, by wire transfer or Automated Clearing House (ACH) transfer to such bank account as may be agreed upon by the Company and Lender from time to time, or elsewhere if pursuant to a written direction from the Company.
Appears in 1 contract
Requests for Revolving Loans. (a) A request for a Revolving Loan shall be made or shall be deemed to be made, each in the following manner: The Company Borrower shall give Lender same day notice, no later than 12:00 P.M. (Chicago, Illinois local time) for such day, of its request for a Revolving Loan as a Reference Rate Loan, and at least three Business Days prior notice of its request for a Revolving Loan as a Tranche Rate Loan, in which notice the Company Borrower shall specify the amount of the proposed borrowing and the proposed borrowing date; provided, however, that no such request may be made at during a time when there exists Default Period. Borrower shall deliver to Lender, on each day on which Borrower requests a Revolving Loan, an Event of Default or an event which, with the passage of time or giving of notice, will become an Event of Defaultadvance request form in Lender’s then current form. In the event that the Borrowers maintain one or more Bxxxxxxx maintains a controlled disbursement accounts account at Lender, each check presented for payment against such controlled disbursement account(s) account and any other charge or request for payment against such controlled disbursement account(s) account shall constitute a request for a Revolving Loan as a Reference Rate Loan. As an accommodation to the BorrowersBorrower, Lender Lxxxxx may permit telephone requests for Revolving Loans and electronic transmittal of instructions, authorizations, agreements or reports to Lender by the CompanyBorrower in which case an advance request form is not required. Unless the Company Borrower specifically directs Lender in writing not to accept or act upon telephonic or electronic communications from the CompanyBorrower, Lender shall have no liability to Borrowers Borrower for any loss or damage suffered by Borrowers Borrower as a result of LenderLxxxxx’s honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to it telephonically or electronically and purporting to have been sent to Lender by the Company Borrower and Lender shall have no duty to verify the origin of any such communication or the authority of the Person sending it. Borrowers .
(b) Each request by Borrower for a wire transfer, ACH transfer, or other withdrawal made through use of Lender’s Web Express system (or any successor platform) from deposit accounts maintained with Lender will be deemed a request for a Revolving Loan.
(c) Borrower hereby irrevocably authorize Lender authorizes Lxxxxx to disburse the proceeds of each Revolving Loan requested by the CompanyBxxxxxxx, or deemed to be requested by the CompanyBxxxxxxx, as follows: (i) the proceeds of each Revolving Loan requested under Section 2.02(a) shall be disbursed by Lender in lawful money of the United States of America in immediately available funds, (ii) in the case of the initial borrowing, in accordance with the terms of the written disbursement letter from the CompanyBxxxxxxx, and (iii) in the case of each subsequent borrowing, by wire transfer or Automated Clearing House (ACH) transfer to such bank account as may be agreed upon by the Company Bxxxxxxx and Lender Lxxxxx from time to time, or elsewhere if pursuant to a written direction from the CompanyBorrower.
Appears in 1 contract
Samples: Credit and Security Agreement (Singing Machine Co Inc)
Requests for Revolving Loans. A To request for a Revolving Loan Borrowing, the Borrower shall be made or shall be deemed to be made, each in notify the following manner: The Company shall give Lender same day notice, no later than 12:00 P.M. (Chicago, Illinois local time) for such day, Administrative Agent of its request for a Revolving Loan, in which notice the Company shall specify the amount of the proposed borrowing and the proposed borrowing date; provided, however, that no such request may be made at a time when there exists an Event of Default or an event which, with the passage of time or giving of notice, will become an Event of Default. In the event that the Borrowers maintain one or more controlled disbursement accounts at Lender, each check presented for payment against such controlled disbursement account(s) and any other charge or request for payment against such controlled disbursement account(s) shall constitute a request for a Revolving Loan. As an accommodation to the Borrowers, Lender may permit by telephone requests for Revolving Loans and electronic transmittal of instructions, authorizations, agreements or reports to Lender by the Company. Unless the Company specifically directs Lender in writing not to accept or act upon telephonic or electronic communications from the Company, Lender shall have no liability to Borrowers for any loss or damage suffered by Borrowers as a result of Lender’s honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to it telephonically or electronically and purporting to have been sent to Lender by the Company and Lender shall have no duty to verify the origin of any such communication or the authority of the Person sending it. Borrowers hereby irrevocably authorize Lender to disburse the proceeds of each Revolving Loan requested by the Company, or deemed to be requested by the Company, as follows: (i) the proceeds of each Revolving Loan requested under Section 2.02(a) shall be disbursed by Lender in lawful money of the United States of America in immediately available funds, (iia) in the case of a Eurodollar Loan, not later than 11:00 a.m., New York City time, three Business Days before the initial borrowing, in accordance with the terms date of the written disbursement letter from the Companyproposed Loan, and (iiib) in the case of each subsequent borrowinga Base Rate Loan, not later than 11:00 a.m., New York City time, one Business Day before the date of the proposed Loan and (c) in the case of a Loan denominated in an Alternative Currency, not later than 11:00 a.m., New York City time four Business Days before the date of the proposed Loan. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by wire transfer hand delivery or Automated Clearing House (ACH) transfer telecopy to such bank account as may be agreed upon the Administrative Agent of a written Borrowing Request in a form approved by the Company Administrative Agent and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.03 and shall be in the form attached hereto as Exhibit B-1:
(i) the aggregate amount of the requested Loan;
(ii) the date of such Loan, which shall be a Business Day;
(iii) whether such Loan is to be a Base Rate Loan or a Eurodollar Loan;
(iv) in the case of a Eurodollar Revolving Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and
(v) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.07. If no election as to the Type of Revolving Borrowing is specified, then the requested Borrowing shall be a Eurodollar Revolving Borrowing consisting of an Interest Period of one month’s duration. If no Interest Period is specified with respect to any requested Eurodollar Revolving Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender from time of the details thereof and of the amount of such Lender’s Loan to time, or elsewhere if pursuant to a written direction from be made as part of the Companyrequested Borrowing.
Appears in 1 contract
Requests for Revolving Loans. (a) A request for a Revolving Loan shall be made or shall be deemed to be made, each in the following manner: The Company A Borrower shall give Lender same day notice, no later than 12:00 P.M. (Chicago, Illinois local time) for such day, of its request for a Revolving Loan as a Prime Rate Loan, and at least three (3) Business Days prior notice of its request for a Revolving Loan as a LIBOR Rate Loan, in which notice the Company such Borrower shall specify the amount of the proposed borrowing and the proposed borrowing date; provided, however, that no such request may be made made, and Lender shall not be obligated to make a Revolving Loan, at a time when there exists an Event of Default or an event which, with the passage of time or giving of notice, will become an Event of Default. In the event that the Borrowers maintain one or more a Borrower maintains a controlled disbursement accounts account at Lender, each check presented for payment against such controlled disbursement account(s) account and any other charge or request for payment against such controlled disbursement account(s) account shall constitute a request for a Revolving Loan as a Prime Rate Loan. As an accommodation to the Borrowers, Lender may permit telephone requests for Revolving Loans and electronic transmittal of instructions, authorizations, agreements or reports to Lender by the Companyeach Borrower. Unless the Company a Borrower specifically directs Lender in writing not to accept or act upon telephonic or electronic communications from the Companysuch Borrower, Lender shall have no liability to Borrowers any Borrower for any loss or damage suffered by Borrowers a Borrower as a result of Lender’s 's honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to it telephonically or electronically and purporting to have been sent to Lender by the Company a Borrower and Lender shall have no duty to verify the origin of any such communication or the authority of the Person sending it. Borrowers .
(b) Each Borrower hereby irrevocably authorize authorizes Lender to disburse the proceeds of each Revolving Loan requested by the Companysuch Borrower, or deemed to be requested by the Companysuch Borrower, as follows: (i) the proceeds of each Revolving Loan requested under Section 2.02(a) shall be disbursed by Lender in lawful money of the United States of America in immediately available funds, (ii) in the case of the initial borrowing, in accordance with the terms of the written disbursement letter from the Companysuch Borrower, and (iii) in the case of each subsequent borrowing, by wire transfer or Automated Clearing House (ACH) transfer to such bank account as may be agreed upon by the Company such Borrower and Lender from time to time, or elsewhere if pursuant to a written direction from the Companysuch Borrower.
Appears in 1 contract
Samples: Credit and Security Agreement (Mendocino Brewing Co Inc)
Requests for Revolving Loans. A request for a Revolving Loan The Borrowers shall be made or shall be deemed give to be made, each the Administrative Agent written notice in the following manner: The Company shall give Lender same day notice, no later than 12:00 P.M. form of Exhibit E hereto that is fully completed (Chicago, Illinois local time) for such day, of its request for a Revolving Loan, in which or telephonic notice the Company shall specify the amount of the proposed borrowing and the proposed borrowing date; provided, however, that no such request may be made at a time when there exists an Event of Default or an event which, with the passage of time or giving of notice, will become an Event of Default. In the event that the Borrowers maintain one or more controlled disbursement accounts at Lender, each check presented for payment against such controlled disbursement account(s) and any other charge or request for payment against such controlled disbursement account(s) shall constitute a request for a Revolving Loan. As an accommodation to the Borrowers, Lender may permit telephone requests for Revolving Loans and electronic transmittal of instructions, authorizations, agreements or reports to Lender by the Company. Unless the Company specifically directs Lender confirmed in writing not to accept or act upon telephonic or electronic communications from in the Company, Lender shall have no liability to Borrowers for any loss or damage suffered by Borrowers as a result form of Lender’s honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to it telephonically or electronically and purporting to have been sent to Lender by the Company and Lender shall have no duty to verify the origin of any such communication or the authority of the Person sending it. Borrowers hereby irrevocably authorize Lender to disburse the proceeds Exhibit E hereto) of each Revolving Loan requested by hereunder (a "Loan Request"), no later than (x) 10:00 a.m. (Boston time) on the CompanyBusiness Day next preceding the proposed Drawdown Date for each Base Rate Loan and (y) 10:00 a.m. (Boston time) on the third Business Day next preceding the proposed Drawdown Date for each Libor Rate Loan. Each such notice shall specify with respect to the requested Revolving Loan the proposed principal amount, or deemed to be requested by the CompanyDrawdown Date, as follows: Interest Period and Type. Each such notice shall also contain (i) a calculation showing that after giving effect to such advance the proceeds sum of the principal amount of Revolving Loans to be outstanding PLUS the Letter of Credit Exposure plus the outstanding principal amount of all Swingline Loans and all Bid Rate Loans shall not exceed either the Total Commitment or the Borrowing Base Availability then in effect (after taking into account any exclusions of Borrowing Base Properties pursuant to Section 2.1 or any other provision hereof) and (ii) a certification by the treasurer, assistant treasurer or other financial officer of the Borrowers that all conditions under Section 11 shall have been satisfied with respect to the making of such Revolving Loan. Promptly upon receipt of any such notice, the Administrative Agent shall notify each of the Lenders thereof. Each such notice shall be irrevocable and binding on the Borrowers and shall obligate the Borrowers to accept the Revolving Loan requested under Section 2.02(a) from the Lenders on the proposed Drawdown Date. Each Loan Request shall be disbursed by Lender (a) for a Base Rate Loan in lawful money a minimum aggregate amount of the United States $1,000,000 or an integral multiple of America $100,000 in immediately available funds, (ii) in the case of the initial borrowing, in accordance with the terms of the written disbursement letter from the Company, and (iii) in the case of each subsequent borrowing, by wire transfer or Automated Clearing House (ACH) transfer to such bank account as may be agreed upon by the Company and Lender from time to timeexcess thereof, or elsewhere if pursuant to (b) for a written direction from the CompanyLibor Rate Loan in a minimum aggregate amount of $1,000,000 or an integral multiple of $100,000 in excess thereof; PROVIDED, HOWEVER, that there shall be no more than five (5) Libor Rate Loans having different Interest Periods outstanding at any one time.
Appears in 1 contract
Samples: Revolving Credit Agreement (Heritage Property Investment Trust Inc)
