Revolving Line of Credit. A. On the terms and subject to the satisfaction by Debtor of the conditions set forth in this Agreement, Creditor agrees to make the Loan to Debtor, which Loan will be in the form of Advances made from time to time as provided in this Agreement. The outstanding aggregate principal amount of the Loan shall not exceed the Maximum Loan Amount at any time. So long as no event has occurred which is, or with the passage of time or the giving of notice or both under the Loan Documents would constitute, an Event of Default or an Acceleration Event, Debtor may borrow, prepay and reborrow, from the Effective Date until the Maturity Date, an amount up to the Maximum Loan Amount. B. Simultaneously with the execution and delivery of this Agreement, Debtor shall execute and deliver to Creditor the Note. The obligation of Debtor to pay the outstanding aggregate principal amount of all Advances plus accrued interest thereon shall be evidenced by the Note. Debtor irrevocably authorizes Creditor to make or cause to be made, at or about the time of any Advance or at the time of Creditor's receipt of any payment of the principal amount of the Note, an appropriate notation in Creditor's records reflecting the amount of such Advance or payment, as applicable. The outstanding aggregate principal amount of the Note plus accrued interest thereon set forth in Creditor's records maintained with respect to the Note (which may include computer records) shall, absent manifest error, be prima facie evidence of the outstanding aggregate principal amount plus accrued interest thereon due and owing to Creditor, but the failure to record, or any error in so recording, any such amount on Creditor's records shall not limit or otherwise affect the obligations of Debtor under the Note to make payments when due. Notwithstanding the foregoing, Debtor agrees to execute such amendments to the Note, amendments and restatements of the Note and/or substitute and/or additional promissory notes in the form of the Note as Creditor may reasonably request to evidence Debtor's obligations to Creditor under the Loan Documents. C. Debtor shall notify Creditor at least two Business Days before the Business Day on which Debtor desires to receive an Advance. Notice may be given in person, via telephone, fax, electronic mail, or regular mail, may be oral or written, and shall set forth the requested amount of each Advance and the delivery instructions for the Advance. Creditor's obligation to fund each Advance shall be subject to the satisfaction of the following conditions precedent as of the date of the requested Advance: (i) no event shall have occurred which is, or with the passage of time or the giving of notice or both under the Loan Documents would constitute, an Event of Default or an Acceleration Event; (ii) Debtor shall be in compliance with each of the covenants set forth in Section 5; (iii) the outstanding principal balance of the Loan, together with the amount of the requested Advance, must not exceed the Maximum Loan Amount; and (iv) there shall have been no material adverse change in Debtor's business, operations, assets or financial condition since the Effective Date, as determined by Creditor in its reasonable discretion. Upon Debtor's satisfaction of the foregoing conditions, Creditor will disburse the requested Advance in immediately available funds to such account as Debtor shall have specified in the Notice or as otherwise directed by Debtor in the Notice. D. The Loan shall bear interest at the rate set forth in the Note, shall accrue on a monthly basis, and shall be payable on the first day of each fiscal quarter of the Debtor based on the then outstanding principal balance of the Note. Debtor shall have the right to prepay (without premium or penalty) the Note in whole or in part at any time. Debtor shall pay on the Maturity Date, and there shall become absolutely due and payable on the Maturity Date, the outstanding principal amount of the Loan and all accrued but unpaid interest thereon. E. As security for the Loan, Debtor agrees to pledge its interest in the Collateral pursuant to the Security Agreement. F. All costs and expenses of the transaction described in this Agreement shall be paid by Debtor, including, without limitation, the attorneys' fees of Debtor and the reasonable attorneys' fees and expenses of Creditor.
Appears in 3 contracts
Samples: Revolving Line of Credit Loan Agreement (Lightfirst Inc), Revolving Line of Credit Loan Agreement (Lightfirst Inc), Revolving Line of Credit Loan Agreement (Lightfirst Inc)
Revolving Line of Credit. A. On the terms and subject 3.1 Subject to the satisfaction by Debtor of the conditions precedent set forth in Section 10 of this AgreementAgreement and as long as there shall not have occurred any Default or Event of Default, Creditor agrees that in each case has not been cured or waived, Lender shall extend to make the Loan to Debtor, which Loan will be in the form of Advances made Borrower from time to time as provided loans in this Agreement. The outstanding amounts (“Revolving Credit Loans”) that shall not at any time in the aggregate exceed the Revolving Credit Commitment.
3.2 If the aggregate principal amount of the Loan shall not exceed the Maximum Loan Amount Revolving Credit Loans outstanding at any time. So long as no event has occurred which istime exceeds the Revolving Credit Commitment, or with then Borrower shall immediately repay the passage amount of time or the giving of notice or both under Revolving Credit Loans that is required to eliminate the Loan Documents would constitute, an Event of Default or an Acceleration Event, Debtor may borrow, prepay and reborrow, from the Effective Date until the Maturity Date, an amount up to the Maximum Loan Amountexcess.
B. Simultaneously with the execution and delivery of this Agreement, Debtor shall execute and deliver to Creditor the Note. The obligation of Debtor to pay the outstanding aggregate principal amount of all Advances plus accrued interest thereon 3.3 All Revolving Credit Loans shall be evidenced by and payable with interest in accordance with the Note. Debtor irrevocably authorizes Creditor to make or cause to be made, at or about the time terms of any Advance or at the time of Creditor's receipt of any payment of the principal amount of the Note, an appropriate notation in Creditor's records reflecting the amount of such Advance or payment, as applicable. The outstanding aggregate principal amount of the Note plus accrued interest thereon set forth in Creditor's records maintained with respect to the Note (which may include computer records) shall, absent manifest error, be prima facie evidence of the outstanding aggregate principal amount plus accrued interest thereon due and owing to Creditor, but the failure to record, or any error in so recording, any such amount on Creditor's records shall not limit or otherwise affect the obligations of Debtor under the Note to make payments when due. Notwithstanding the foregoing, Debtor agrees to execute such amendments to the Note, amendments and restatements of the Note and/or substitute and/or additional a promissory notes note in the form of the Note attached to this Agreement as Creditor may reasonably request Schedule 3.3 (“Revolving Credit Loan Note”), which Borrower shall sign and deliver to evidence Debtor's obligations to Creditor under the Loan DocumentsLender.
C. Debtor shall notify Creditor at least two Business Days before the Business Day on which Debtor desires to receive an Advance. Notice may be given in person, via telephone, fax, electronic mail, or regular mail, may be oral or written, and shall set forth the requested amount of each Advance and the delivery instructions for the Advance. Creditor's obligation to fund each Advance shall be subject to the satisfaction of the following conditions precedent as of the date of the requested Advance:
(i) no event shall have occurred which is, or with the passage of time or the giving of notice or both under the 3.4 Each Revolving Credit Loan Documents would constitute, an Event of Default or an Acceleration Event;
(ii) Debtor shall be in compliance with each of the covenants set forth in Section 5;
(iii) the outstanding principal balance of the Loan, together with the amount $1,000 or a whole multiple of the requested Advance, must not exceed the Maximum Loan Amount; and
(iv) there shall have been no material adverse change in Debtor's business, operations, assets or financial condition since the Effective Date, as determined by Creditor in its reasonable discretion. Upon Debtor's satisfaction of the foregoing conditions, Creditor will disburse the requested Advance in immediately available funds to such account as Debtor shall have specified in the Notice or as otherwise directed by Debtor in the Notice.
D. The Loan shall bear interest at the rate set forth in the Note, shall accrue on a monthly basis, that amount and shall be payable on the first day of each fiscal quarter of the Debtor based on the then outstanding principal balance of the Note. Debtor made upon Borrower’s request.
3.5 Borrower shall have the right to prepay (without premium or penalty) the Note all Revolving Credit Loans, in whole or in part part, at any timetime without penalty or any other premium or charge. Debtor Borrower may reborrow amounts that it prepays, subject to the other provisions of this Agreement.
3.6 Unless it is sooner terminated or Lender extends it in writing, Lender’s obligation to make or to renew Revolving Credit Loans shall pay expire on May 1, 2006. If Lender extends it, then Lender’s obligation to make or renew Revolving Credit Loans shall expire on the Maturity Datedate stated in the extension. If Lender’s obligation to make or renew Revolving Credit Loans expires, and there then the aggregate unpaid principal balance of all outstanding Revolving Credit Loans, together with all accrued interest on them, shall become absolutely be due and payable in full on the Maturity Date, the outstanding principal amount of the Loan and all accrued but unpaid interest thereonexpiration date.
E. As security for the Loan, Debtor agrees to pledge its interest in the Collateral pursuant to the Security Agreement.
F. All costs and expenses of the transaction described in this Agreement shall be paid by Debtor, including, without limitation, the attorneys' fees of Debtor and the reasonable attorneys' fees and expenses of Creditor.
Appears in 2 contracts
Samples: Loan Agreement (Emergent BioSolutions Inc.), Loan Agreement (Emergent BioSolutions Inc.)
Revolving Line of Credit. A. On Upon the terms and subject to the satisfaction by Debtor request of the conditions set forth in this AgreementBorrower, Creditor agrees to make the Loan to Debtor, which Loan will be in the form of Advances a Request for Advance, made at any time and from time to time during the Commitment Term, and so long as provided in this Agreement. The outstanding aggregate principal amount there is no Event of Default under the Loan shall not exceed the Maximum Loan Amount at any time. So long as Documents (and no event has occurred which isthat, with notice or the lapse of time, or with the passage of time or the giving of notice or both under the Loan Documents both, would constitute, constitute an Event of Default or an Acceleration EventDefault), Debtor may borrowLender shall make Advances to Borrower, prepay and reborrow, from the Effective Date until the Maturity Date, an amount up subject to the Maximum covenants, terms and conditions of the Loan Amount.
B. Simultaneously with Documents; provided, however, that Lender shall not be obligated to make Advances to Borrower whenever the execution and delivery of this Agreement, Debtor shall execute and deliver to Creditor the Note. The obligation of Debtor to pay the outstanding aggregate principal amount of all Advances plus accrued interest thereon shall be evidenced by the Note. Debtor irrevocably authorizes Creditor to make outstanding at any time exceeds or cause to be madewould exceed, at or about any one time, the time of any Advance or at Availability. Borrower may repay Advances and obtain new Advances within the time of Creditor's receipt of any payment of the principal amount of the NoteAvailability, an appropriate notation in Creditor's records reflecting the amount of such Advance or payment, as applicable. The outstanding aggregate principal amount of the Note plus accrued interest thereon set forth in Creditor's records maintained with respect to the Note (which may include computer records) shall, absent manifest error, be prima facie evidence of the outstanding aggregate principal amount plus accrued interest thereon due and owing to Creditor, but the failure to record, or any error in so recording, any such amount on Creditor's records shall not limit or otherwise affect the obligations of Debtor under the Note to make payments when due. Notwithstanding the foregoing, Debtor agrees to execute such amendments to the Note, amendments and restatements of the Note and/or substitute and/or additional promissory notes in the form of the Note as Creditor may reasonably request to evidence Debtor's obligations to Creditor under the Loan Documents.
C. Debtor shall notify Creditor at least two Business Days before the Business Day on which Debtor desires to receive an Advance. Notice may be given in person, via telephone, fax, electronic mail, or regular mail, may be oral or written, and shall set forth the requested amount of each Advance and the delivery instructions for the Advance. Creditor's obligation to fund each Advance shall be subject to the satisfaction provisions of this Agreement, provided such Advances are requested and complete Collateral Loan Document Packages are submitted to Lender prior to the expiration of the following conditions precedent as Commitment Term. This is a revolving line of credit providing for Advances. During the date of the requested Advance:
(i) no event shall have occurred which isCommitment Term, or with the passage of time or the giving of notice or both under the Loan Documents would constitute, an Event of Default or an Acceleration Event;
(ii) Debtor shall be in compliance with each of the covenants set forth in Section 5;
(iii) Borrower may repay principal amounts and re-borrow them. Borrower agrees not to permit the outstanding principal balance of Advances under the Loanline of credit to exceed the Availability. Subject to the other terms and conditions of this Agreement, together with the Borrower agrees as follows:
(a) The total amount of Advances available to Borrower is limited to the Borrowing Base, which shall be calculated by Lender, in Lender’s sole determination, upon receipt of the Borrowing Base Certificate as set forth herein. Borrower acknowledges that an Eligible Receivable may become an Ineligible Receivable as a result of events occurring after an Advance is made. In the event that any Eligible Receivable used in calculating the Borrowing Base becomes an Ineligible Receivable, Lender may, at its option, and in its sole discretion, re-calculate the Borrowing Base. At no time shall the aggregate outstanding Advances exceed the Availability. If, at any time, the aggregate outstanding amount of Advances exceeds the Borrowing Base or the Availability, then Borrower shall repay Lender immediately such amount as may be necessary to eliminate such excess (and if such repayment is attributable to an Eligible Receivable becoming an Ineligible Receivable, then Lender will release all security in the associated Collateral Loan and Collateral Loan Documents).
(b) Each Request for an Advance under the Loan shall be made by an Authorized Person completing and delivering a Request for Advance and Borrowing Base Certificate to Lender. Each Request for Advance shall be deemed delivered only upon actual receipt by Lender at the address specified in Section 9.4 hereof of such Request for Advance, which receipt may be in the form of an e-mail communication. Lender shall have the right, but not the obligation to conduct any preliminary due diligence desired by Lender, all at Borrower’s expense. If Lender makes a preliminary determination in Lender’s sole and absolute opinion that (a) the requested Advance does not satisfy Lender’s underwriting criteria or (b) any of the conditions precedent set forth in Section 4 or elsewhere in this Agreement have not been satisfied, Lender shall have no obligation to make the requested Advance. From the Loan Closing to the end of the Commitment Term, must not exceed Borrower may borrow and repay the Maximum Loan Amount; andAdvances in whole or in part, and re-borrow, all in accordance with the terms and conditions of this Agreement. The Lender shall incur no liability to Borrower in acting upon any request referred to herein which the Lender believes to have been made by an Authorized Person.
(ivc) there shall have been no material adverse change in Debtor's business, operations, assets or financial condition since the Effective Date, as determined by Creditor in its reasonable discretion. Upon Debtor's satisfaction of the foregoing conditionsterms and conditions as required hereunder for the making of the Initial Advance and the pledging of the Initial Loan Collateral, Creditor will disburse including without limitation, satisfaction of the requested Advance in immediately available funds to such account conditions precedent as Debtor shall have specified in the Notice or as otherwise directed by Debtor in the Notice.
D. The Loan shall bear interest at the rate set forth in Section 4.4 and Section 4.5, Lender shall disburse the NoteInitial Advance to Borrower.
(d) Commencing with the calendar quarter ending September 30, 2021, for each calendar quarter during which the aggregate average daily unpaid principal amount of outstanding Advances is less than fifty percent (50%) of the Credit Limit, Borrower shall accrue pay to Lender, from its own funds, the Unused Line Fee. The Unused Line Fee shall be calculated on a monthly basiscalendar quarterly basis by Bank for the preceding calendar quarter, and shall be due and payable by Borrower to Lender in arrears on the first tenth (10th) Business Day following the last day of each fiscal March, June, September and December during the Commitment Term. The Unused Line Fee shall be non-refundable, and shall be deemed fully earned by Lender upon the expiration of each calendar quarter during the Commitment Term of the Debtor based on Loan.
(e) From and after the then outstanding principal balance expiration of the Note. Debtor Commitment Term, Borrower shall have the right not be entitled to prepay (without premium request or penalty) the Note in whole or in part at obtain any time. Debtor shall pay on the Maturity Date, and there shall become absolutely due and payable on the Maturity Date, the outstanding principal amount Advances of the Loan and all accrued but unpaid interest thereonProceeds.
E. As security for the Loan, Debtor agrees to pledge its interest in the Collateral pursuant to the Security Agreement.
F. All costs and expenses of the transaction described in this Agreement shall be paid by Debtor, including, without limitation, the attorneys' fees of Debtor and the reasonable attorneys' fees and expenses of Creditor.
Appears in 2 contracts
Samples: Business Loan and Security Agreement (Terra Property Trust, Inc.), Business Loan and Security Agreement (Terra Secured Income Fund 5, LLC)
Revolving Line of Credit. A. On (a) From time to time prior to the expiration of the Line of Credit Term, so long as an Event of Default has not occurred or if an Event of Default has occurred, such Event of Default has been timely remedied or waived in writing by Lender, and otherwise subject to the terms and subject to the satisfaction by Debtor of the conditions set forth in this Agreement, Creditor agrees Lender will make Revolving Loans to make Borrowers in such amounts as Borrowers may request, provided that the Loan to Debtor, which Loan will be in the form of Advances made from time to time as provided in this Agreement. The outstanding aggregate principal amount of the Loan shall not exceed the Maximum Loan Amount at any time. So long as no event has occurred which is, or with the passage of time or the giving of notice or both under the Loan Documents would constitute, an Event of Default or an Acceleration Event, Debtor may borrow, prepay and reborrow, from the Effective Date until the Maturity Date, an amount up to the Maximum Loan Amount.
B. Simultaneously with the execution and delivery of this Agreement, Debtor shall execute and deliver to Creditor the Note. The obligation of Debtor to pay the outstanding aggregate principal amount of all Advances plus accrued interest thereon shall Revolving Loans made to Borrower will not exceed the lesser of the Revolving Advance Limit or the Borrowing Base.
(b) During the Line of Credit Term and subject to the other terms of this Agreement, Borrowers may repay and reborrow the Revolving Loans from time to time.
(c) Borrowers may request Revolving Loans from time to time by submitting a signed, Borrowing Base Certificate, in each case given no later than 12:00 p.m. Eastern time on the Business Day of the proposed Revolving Loan advance. Subject to the terms and conditions of this Agreement, Lender will make the proceeds of each such requested Revolving Loan advance available to Borrowers on the day requested by transferring funds to the Operating Account or as otherwise instructed by Borrowers.
(d) The Revolving Loans will be evidenced by the Note. Debtor irrevocably authorizes Creditor to make or cause to be made, at or about the time of any Advance or at the time of Creditor's receipt of any payment of the principal amount of the Note, an appropriate notation in Creditor's records reflecting the amount of such Advance or payment, as applicable. The outstanding aggregate principal amount of the Note plus accrued interest thereon set forth in Creditor's records maintained with respect to the Note (which may include computer records) shall, absent manifest error, be prima facie evidence of the outstanding aggregate principal amount plus accrued interest thereon due and owing to Creditor, but the failure to record, or any error in so recording, any such amount on Creditor's records shall not limit or otherwise affect the obligations of Debtor under the Note to make payments when due. Notwithstanding the foregoing, Debtor agrees to execute such amendments to the Note, amendments and restatements of the Note and/or substitute and/or additional a promissory notes note in the form of Exhibit 3.1. The Revolving Loans will be due and payable upon the Note as Creditor may reasonably request to evidence Debtor's obligations to Creditor under the Loan Documents.
C. Debtor shall notify Creditor at least two Business Days before the Business Day on which Debtor desires to receive an Advance. Notice may be given in person, via telephone, fax, electronic mail, or regular mail, may be oral or written, and shall set forth the requested amount earlier of each Advance and the delivery instructions for the Advance. Creditor's obligation to fund each Advance shall be subject to the satisfaction (x) acceleration of the Revolving Loans following conditions precedent as the occurrence of the date of the requested Advance:
(i) no event shall have occurred which is, or with the passage of time or the giving of notice or both under the Loan Documents would constitute, an Event of Default Default, or an Acceleration Event;(y) the expiration of the Line of Credit Term.
(iie) Debtor shall be in compliance with each Should an Overadvance exist, Borrowers must immediately make a principal reduction payment of the covenants set forth in Section 5;
(iii) such excess to Lender as is required to reduce the outstanding principal balance of the LoanRevolving Loans such that no Overadvance exists.
(f) For each Revolving Loan made to Borrowers via wire transfer (as opposed to an intra-bank transfer or deposit), together with Borrowers will pay Lender a wire transfer fee in the amount of the requested Advance, must not exceed the Maximum Loan Amount; and
(iv) there shall have been no material adverse change in Debtor's business, operations, assets or financial condition since the Effective Date, as determined by Creditor in Lender customarily charges its reasonable discretion. Upon Debtor's satisfaction of the foregoing conditions, Creditor will disburse the requested Advance in immediately available funds to such account as Debtor shall have specified in the Notice or as otherwise directed by Debtor in the Notice.
D. The Loan shall bear interest at the rate set forth in the Note, shall accrue on a monthly basis, and shall be payable on the first day of each fiscal quarter of the Debtor based on the then outstanding principal balance of the Note. Debtor shall have the right to prepay (without premium or penalty) the Note in whole or in part at any time. Debtor shall pay on the Maturity Date, and there shall become absolutely due and payable on the Maturity Date, the outstanding principal amount of the Loan and all accrued but unpaid interest thereon.
E. As security customers for the Loan, Debtor agrees to pledge its interest in the Collateral pursuant to the Security Agreementcost and expense of making wire transfers.
F. All costs and expenses of the transaction described in this Agreement shall be paid by Debtor, including, without limitation, the attorneys' fees of Debtor and the reasonable attorneys' fees and expenses of Creditor.
Appears in 1 contract
Samples: Loan and Security Agreement (American BioCare, Inc.)
Revolving Line of Credit. A. On the terms and subject to the satisfaction by Debtor of the conditions set forth in this Agreement, Creditor each Lender, jointly and severally, agrees to make the Loan to Debtor, which Loan will be in the form of Advances made from time to time as provided in this Agreement. The outstanding aggregate principal amount of the Loan shall not exceed the Maximum Loan Amount at any time. So long as no event has occurred which is, or with the passage of time or the giving of notice or both under the Loan Documents would constitute, an Event of Default or an Acceleration Event, Debtor may borrow, prepay and reborrow, from the Effective Date until the Maturity Date, an amount up to the Maximum Loan Amount. Debtor shall not request an Advance in an amount less than $250,000 and no more than once in a calendar month.
B. Simultaneously with the execution and delivery of this Agreement, Debtor shall execute and deliver to Creditor the Lender the Note. The obligation of Debtor to pay the outstanding aggregate principal amount of all Advances plus accrued interest thereon shall be evidenced by the Note. Debtor irrevocably authorizes Creditor Lender to make or cause to be made, at or about the time of any Advance or at the time of Creditor's Lender’s receipt of any payment of the principal amount of the Note, an appropriate notation in Creditor's Lender’s records reflecting the amount of such Advance or payment, as applicable. The outstanding aggregate principal amount of the Note plus accrued interest thereon set forth in Creditor's Lender’s records maintained with respect to the Note (which may include computer records) shall, absent manifest error, be prima facie evidence of the outstanding aggregate principal amount plus accrued interest thereon due and owing to CreditorLender, but the failure to record, or any error in so recording, any such amount on Creditor's Lender’s records shall not limit or otherwise affect the obligations of Debtor under the Note to make payments when due. Notwithstanding the foregoing, Debtor agrees to execute such amendments to the Note, amendments and restatements of the Note and/or substitute and/or additional promissory notes in the form of the Note as Creditor Lender may reasonably request to evidence Debtor's ’s obligations to Creditor Lender under the Loan Documents.
C. Debtor shall notify Creditor Lender at least two three Business Days before the Business Day on which Debtor desires to receive an Advance. Notice may Each such notice shall be given in personthe form of Exhibit B attached hereto (each, via telephone, fax, electronic mail, or regular mail, may be oral or writtena “Notice”), and shall set forth the requested amount of each Advance and such other information required by the delivery instructions for Notice. Each Notice shall constitute a certification by Debtor that the Advancerepresentations and warranties of Debtor set forth in the Loan Documents, are true, correct and complete in all material respects as of the date of such Notice and as of the date of such requested Advance and that Debtor has satisfied each of the conditions precedent set forth in this Agreement. Creditor's Lender’s obligation to fund each Advance shall be subject to the satisfaction of the following conditions precedent as of the date of the requested Advance:
(i) no event shall have occurred which is, or with the passage of time or the giving of notice or both under the Loan Documents would constitute, an Event of Default or an Acceleration Event;
(ii) Debtor shall be in compliance with each of the covenants set forth in Section 5;
(iii) the outstanding principal balance of the Loan, together with the amount of the requested Advance, must not exceed the Maximum Loan Amount; and
(iv) there shall have been no material adverse change in Debtor's ’s business, operations, assets or financial condition since the Effective Date, as determined by Creditor Lender in its reasonable discretion. Upon Debtor's ’s satisfaction of the foregoing conditions, Creditor Lender will disburse the requested Advance in immediately available funds to such account as Debtor shall have specified in the Notice or as otherwise directed by Debtor in the Notice.
D. The Loan shall bear interest at the a rate of interest of 10% per annum, as set forth in the Note, shall accrue on a monthly basis, Note and shall be payable in arrears on the first day of each fiscal quarter of the Debtor month based on the then outstanding principal balance of the Note. Debtor shall have the right to prepay (without premium or penalty) the Note in whole or in part at any time. Debtor shall pay on the Maturity Date, and there shall become absolutely due and payable on the Maturity Date, the outstanding principal amount of the Loan and all accrued but unpaid interest thereon.
E. As security for the Loan, Debtor agrees to pledge its interest in the Collateral pursuant to the Security Agreement.
F. All costs and expenses of the transaction described in this Agreement shall be paid by Debtor, including, without limitation, the attorneys' ’ fees of Debtor and the reasonable attorneys' fees and expenses of CreditorDebtor.
Appears in 1 contract
Samples: Revolving Line of Credit Loan Agreement (Midas Medici Group Holdings, Inc.)
Revolving Line of Credit. A. On Subject to the terms and subject to the satisfaction by Debtor of the conditions set forth in this Agreementherein, Creditor Lender agrees to make the Loan lend to DebtorBorrower, which Loan will be in the form of Advances made on a revolving basis from time to time during the period commencing on the date hereof and continuing through the maturity date of the promissory note evidencing this Credit Facility from time to time, such amounts as provided in this Agreement. The outstanding aggregate Borrower may request hereunder; provided, however, the total principal amount of the Loan outstanding at any time shall not exceed the Maximum Loan Amount at any timelesser of (i) the Collateral Value of the Eligible Installment Contracts (as defined below) or (ii) $3,000,000 (the “Revolving Line of Credit”). So long as no event has occurred which isSubject to the terms and conditions hereof, or with the passage of time or the giving of notice or both under the Loan Documents would constitute, an Event of Default or an Acceleration Event, Debtor Borrower may borrow, prepay repay and reborrow, from reborrow hereunder. If at any time the Effective Date until the Maturity Date, an amount up to the Maximum Loan Amount.
B. Simultaneously with the execution and delivery of this Agreement, Debtor shall execute and deliver to Creditor the Note. The obligation of Debtor to pay the outstanding aggregate principal amount outstanding under the Revolving Line of Credit shall exceed the Collateral Value of the Eligible Installment Contracts, Borrower agrees to immediately repay to Lender such excess amount, plus all Advances plus accrued unpaid interest thereon thereon. The initial advance under the Revolving Line of Credit shall be evidenced by used to refinance a portion of the Notesums outstanding on the date hereof under the revolving line of credit under the Existing Loan Agreement (as defined below) and all subsequent advances under the Revolving Line of Credit shall be used to acquire Installment Contracts, for working capital of FCC (as defined below) and other general corporate purposes. Debtor irrevocably authorizes Creditor to make Borrower shall immediately pay or cause to be made, at or about paid to Lender the time proceeds of any Advance Installment Contract sold or at the time of Creditor's receipt of any payment of the principal amount of the Noteotherwise transferred, an appropriate notation in Creditor's records reflecting the amount of such Advance or payment, as applicable. The outstanding aggregate principal amount of the Note plus accrued interest thereon set forth in Creditor's records maintained and with respect to any Eligible Installment Contract sold or otherwise transferred for less than its Collateral Value, Borrower shall immediately pay Lender the Note difference between the Collateral Value of such Eligible Installment Contract and the proceeds received from the sale or other transfer of such Eligible Installment Contract. In the event Borrower desires to substitute any Eligible Installment Contract (which may include computer recordsthe “Replacement Contract”) shallfor an Installment Contract previously delivered and purchased or contributed pursuant to the Securitization, absent manifest error, be prima facie evidence Borrower shall provide notice of its intention to Lender and pay Lender the Collateral Value of the outstanding aggregate principal amount plus accrued interest thereon due Replacement Contract. Upon receipt of the Collateral Value of the Replacement Contract, Lender shall execute such documents evidencing Lender’s release of its lien on the Replacement Contract as Borrower may reasonably request. Upon notice from U.S. Bank (as defined below) that any Eligible Installment Contract delivered to U.S. Bank is not eligible for purchase under the Securitization (as defined below), Borrower and owing FCC shall deliver written notice to CreditorLender of the documentation deficiencies noted by U.S. Bank. If Lender determines in its reasonable discretion that such deficiencies materially impair such Eligible Installment Contract’s Collateral Value, but Borrower will pay Lender the failure Collateral Value of such Eligible Installment Contract or cure such deficiency within fifteen days after notice by Lender to recordBorrower. With respect to any sale by FCC of an Installment Contract other than pursuant to the Securitization, or prior to the occurrence of an Event of Default, upon delivery by Borrower of a transmittal request substantially in the form attached hereto as Exhibit 1 (a “Transmittal Request”), Lender will execute and deliver a transmittal to the purchaser identified in the Transmittal Request in substantially the form of Exhibit 2 (a “Bailee Letter”) and direct U.S. Bank to deliver such Installment Contracts to the purchaser named in such Bailee Letter. All Installment Contracts delivered to any error in so recordingpurchaser (other than a purchaser under the Securitization) shall be delivered under cover of a Bailee Letter, along with a copy of the applicable Transmittal Request. Borrower and FCC shall cause all purchasers to pay all amounts payable (other than any such amount being loaned or contributed as capital by FCC to FCC Acceptance Corp. in connection with the Securitization) on Creditor's records shall account of the sale of Installment Contracts directly to Lender. Borrower will not limit or otherwise affect the obligations of Debtor be credited for any amount due from any purchaser (including any purchase under the Note Securitization) until Lender has actually received immediately available funds. FCC, Lender, U.S. Bank, FCC Acceptance Corp. and DZ Bank AG Deutsche Zentral - Genossenschaftsbank, Frankfurt Am Main (“DZ Bank”) have entered into a Letter Agreement dated as of May 30, 2003 (as from time to make payments when due. Notwithstanding time amended, modified or restated, the foregoing“Letter Agreement”), Debtor agrees to execute such amendments regarding the delivery and sale of Installment Contracts by FCC pursuant to the Note, amendments and restatements of the Note and/or substitute and/or additional promissory notes in the form of the Note as Creditor may reasonably request to evidence Debtor's obligations to Creditor under the Loan Documents.
C. Debtor shall notify Creditor at least two Business Days before the Business Day on which Debtor desires to receive an AdvanceSecuritization. Notice may be given in person, via telephone, fax, electronic mail, or regular mail, may be oral or writtenBorrower shall, and shall set forth the requested amount cause FCC to, deliver to Lender (a) simultaneously with each delivery of Installment Contracts to U.S. Bank, a list of each Advance Installment Contract so delivered, and the delivery instructions (b) upon FCC’s receipt thereof, a copy of each notice from U.S. Bank as to which delivered Installment Contracts will be eligible for the Advance. Creditor's obligation to fund each Advance shall be subject to the satisfaction of the following conditions precedent as of the date of the requested Advance:
(i) no event shall have occurred which is, or with the passage of time or the giving of notice or both purchase under the Loan Documents would constitute, an Event of Default or an Acceleration Event;
(ii) Debtor shall be in compliance with each of the covenants set forth in Section 5;
(iii) the outstanding principal balance of the Loan, together with the amount of the requested Advance, must not exceed the Maximum Loan Amount; and
(iv) there shall have been no material adverse change in Debtor's business, operations, assets or financial condition since the Effective Date, as determined by Creditor in its reasonable discretionSecuritization. Upon Debtor's satisfaction of the foregoing conditions, Creditor will disburse the requested Advance in immediately available funds to such account as Debtor shall have specified in the Notice or as otherwise directed by Debtor in the Notice.
D. The Loan shall bear interest at the rate set forth in the Note, shall accrue on a monthly basis, and shall be payable on the first day of each fiscal quarter of the Debtor based on the then outstanding principal balance of the Note. Debtor shall have the right to prepay (without premium or penalty) the Note in whole or in part at any time. Debtor shall pay on the Maturity Date, and there shall become absolutely due and payable on the Maturity Date, the outstanding principal amount of the Loan and all accrued but unpaid interest thereon.
E. As security for the Loan, Debtor agrees to pledge its interest in the Collateral pursuant to the Security Agreement.
F. All costs and expenses of the transaction described in this Agreement shall be paid by Debtor, including, without limitation, the attorneys' fees of Debtor and the reasonable attorneys' fees and expenses of Creditor.FIRST AMENDED AND RESTATED LOAN AGREEMENT 2 Rev. June ‘97
Appears in 1 contract
Samples: Loan Agreement (Us Home Systems Inc)
Revolving Line of Credit. A. On Subject to the terms and subject to the satisfaction by Debtor conditions of the conditions set forth in this Agreement, Creditor agrees to make the Loan to Debtor, which Loan will be in the form of Advances made from time to time as provided in this Agreement. The outstanding aggregate principal amount of the Loan shall not exceed the Maximum Loan Amount at any time. So long as no event has occurred which is, or with the passage of time or the giving of notice or both under the Loan Documents would constitute, an Event of Default or an Acceleration Event, Debtor may borrow, prepay and reborrow, from the Effective Closing Date until to the Business Day immediately prior to the Revolving Loan Maturity Date, an amount up to the Maximum Loan Amount.
B. Simultaneously Lender agrees, upon Borrower's request in accordance with the execution and delivery of this Agreement, Debtor shall execute and deliver to Creditor the Note. The obligation of Debtor to pay the outstanding aggregate principal amount of all Advances plus accrued interest thereon shall be evidenced by the Note. Debtor irrevocably authorizes Creditor to make or cause advances (each a "Revolving Loan," and collectively, the "Revolving Loans") to be made, Borrower in an aggregate amount outstanding not to exceed at or about any one time the time sum of Thirty Million Dollars ($30,000,000.00) (the "Maximum Revolving Amount"). If at any Advance or at the time of Creditor's receipt of any payment of the principal amount of the Note, an appropriate notation in Creditor's records reflecting the amount of such Advance or payment, as applicable. The outstanding aggregate principal amount of the Note plus accrued interest thereon set forth in Creditor's records maintained with respect to the Note (which may include computer records) shall, absent manifest error, be prima facie evidence of the outstanding aggregate principal amount plus accrued interest thereon due and owing to Creditor, but the failure to record, or any error in so recording, any such amount on Creditor's records shall not limit or otherwise affect the obligations of Debtor under the Note to make payments when due. Notwithstanding the foregoing, Debtor agrees to execute such amendments to the Note, amendments and restatements of the Note and/or substitute and/or additional promissory notes in the form of the Note as Creditor may reasonably request to evidence Debtor's obligations to Creditor under the Loan Documents.
C. Debtor shall notify Creditor at least two Business Days before the Business Day on which Debtor desires to receive an Advance. Notice may be given in person, via telephone, fax, electronic mail, or regular mail, may be oral or written, and shall set forth the requested amount of each Advance and the delivery instructions for the Advance. Creditor's obligation to fund each Advance shall be subject to the satisfaction of the following conditions precedent as of the date of the requested Advance:
(i) no event shall have occurred which is, or with the passage of time or the giving of notice or both under the Loan Documents would constitute, an Event of Default or an Acceleration Event;
(ii) Debtor shall be in compliance with each of the covenants set forth in Section 5;
(iii) the outstanding principal balance of the Loan, together with the amount of the requested Advance, must not exceed the Maximum Loan Amount; and
(iv) there shall have been no material adverse change in Debtor's business, operations, assets or financial condition since the Effective Date, as determined by Creditor in its reasonable discretion. Upon Debtor's satisfaction of the foregoing conditions, Creditor will disburse the requested Advance in immediately available funds to such account as Debtor shall have specified in the Notice or as otherwise directed by Debtor in the Notice.
D. The Loan shall bear interest at the rate set forth in the Note, shall accrue on a monthly basis, and shall be payable on the first day of each fiscal quarter of the Debtor based on the then outstanding principal balance of the Note. Debtor shall have the right to prepay (without premium or penalty) the Note in whole or in part at for any time. Debtor shall pay on the Maturity Date, and there shall become absolutely due and payable on the Maturity Datereason, the outstanding principal amount of the Loan Revolving Loans plus the face amount of all Letters of Credit (as defined below) issued by Lender pursuant to this Agreement and outstanding shall exceed the Maximum Revolving Amount, Borrower shall immediately pay to Lender, in cash, the amount of such excess. Furthermore, if at any time or for any reason, the outstanding principal amount of the Revolving Loans plus the face amount of all accrued but unpaid interest thereon.
E. As security for Letters of Credit issued by Lender pursuant to this Agreement plus the outstanding principal amount of all overdrafts under the ACH/Daylight Overdraft Facility exceeds $100,000,000.00, Borrower shall immediately pay to Lender, in cash, the amount of such excess. Borrower shall not request any Revolving Loan, Debtor agrees to pledge its interest Letter of Credit or overdraft from Lender which, if made, issued or allowed, would exceed the limits set forth in the Collateral this paragraph. Any commitment of Lender, pursuant to the Security terms of this Agreement.
F. All costs , to make Revolving Loans shall expire one Business Day prior to the Revolving Loan Maturity Date, subject to Lender's right to renew said commitment in its sole and expenses absolute discretion at Borrower's request. Any such renewal of said commitment shall not be binding upon Lender unless it is in writing and signed by an officer of Lender. Provided that no Event of Default has occurred and is continuing, all or any portion of the transaction described in this Agreement Revolving Loans advanced by Lender which are repaid by Borrower shall be paid by Debtor, including, without limitation, available for reborrowing in accordance with the attorneys' fees of Debtor and the reasonable attorneys' fees and expenses of Creditorterms hereof.
Appears in 1 contract
Samples: Loan and Security Agreement (Probusiness Services Inc)
Revolving Line of Credit. A. On Upon the terms and subject to the satisfaction by Debtor request of the conditions set forth in this AgreementBorrower, Creditor agrees to make the Loan to Debtor, which Loan will be in the form of Advances a Request for Advance, made at any time and from time to time during the Commitment Term, and so long as provided in this Agreement. The outstanding aggregate principal amount there is no Event of Default under the Loan shall not exceed the Maximum Loan Amount at any time. So long as Documents (and no event has occurred which isthat, with notice or the lapse of time, or with the passage of time or the giving of notice or both under the Loan Documents both, would constitute, constitute an Event of Default or an Acceleration EventDefault), Debtor may borrowLender shall make Advances to Borrower, prepay and reborrow, from the Effective Date until the Maturity Date, an amount up subject to the Maximum covenants, terms and conditions of the Loan Amount.
B. Simultaneously with Documents; provided, however, that Lender shall not be obligated to make Advances to Borrower whenever the execution and delivery of this Agreement, Debtor shall execute and deliver to Creditor the Note. The obligation of Debtor to pay the outstanding aggregate principal amount of all Advances plus accrued interest thereon shall be evidenced by the Note. Debtor irrevocably authorizes Creditor to make outstanding at any time exceeds or cause to be madewould exceed, at or about any one time, the time of any Advance or at the time of Creditor's receipt of any payment of the principal amount of the NoteAvailability. Borrower may repay Advances and obtain new Advances, an appropriate notation in Creditor's records reflecting the amount of such Advance or payment, as applicable. The outstanding aggregate principal amount of the Note plus accrued interest thereon set forth in Creditor's records maintained with respect to the Note (which may include computer records) shall, absent manifest error, be prima facie evidence of the outstanding aggregate principal amount plus accrued interest thereon due and owing to Creditor, but the failure to record, or any error in so recording, any such amount on Creditor's records shall not limit or otherwise affect the obligations of Debtor under the Note to make payments when due. Notwithstanding the foregoing, Debtor agrees to execute such amendments to the Note, amendments and restatements of the Note and/or substitute and/or additional promissory notes in the form of the Note as Creditor may reasonably request to evidence Debtor's obligations to Creditor under the Loan Documents.
C. Debtor shall notify Creditor at least two Business Days before the Business Day on which Debtor desires to receive an Advance. Notice may be given in person, via telephone, fax, electronic mail, or regular mail, may be oral or written, and shall set forth the requested amount of each Advance and the delivery instructions for the Advance. Creditor's obligation to fund each Advance shall be subject to the satisfaction provisions of this Agreement, provided such Advances are requested and complete Collateral Loan Document Packages are submitted to Lender prior to the expiration of the following conditions precedent as Commitment Term. This is a revolving line of credit providing for Advances. During the date of the requested Advance:
(i) no event shall have occurred which isCommitment Term, or with the passage of time or the giving of notice or both under the Loan Documents would constitute, an Event of Default or an Acceleration Event;
(ii) Debtor shall be in compliance with each of the covenants set forth in Section 5;
(iii) Borrower may repay principal amounts and re-borrow them. Borrower agrees not to permit the outstanding principal balance of Advances under the Loanline of credit to exceed the Availability. Subject to the other terms and conditions of this Agreement, together Borrower agrees as follows:
(a) The total amount of Advances available to Borrower is limited to the Borrowing Base, which shall be confirmed and adjusted by Lender as provided in Section 4.1.1(b) below, upon receipt of the Borrowing Base Certificate as set forth herein. Borrower acknowledges that an Eligible Receivable may become an Ineligible Receivable as a result of events occurring after an Advance is made. In the event that any Eligible Receivable used in calculating the Borrowing Base becomes an Ineligible Receivable, Lender may, at its option, and in its sole discretion, re-calculate the Borrowing Base. At no time shall the aggregate outstanding Advances exceed the Availability. If, at any time, the aggregate outstanding amount of Advances exceeds the Borrowing Base or the Availability, then Borrower shall repay Lender immediately such amount as may be necessary to eliminate such excess.
(b) The Borrowing Base shall be confirmed by Lender by sampling five percent (5%) of the Eligible Receivables generated each calendar month and Lender obtaining third-party valuations at Borrower's expense on such sampling to validate the "as-is" value of the Appraisals provided by Borrower. Third-party valuations will be obtained from an automated valuation model provider acceptable to Lender in its sole discretion. In the event Lender's sampling results in a valuation below that provided by Borrower's own Appraisals of greater than ten percent (10%) Lender shall increase its sample size in successive five percent (5%) increments until the earlier of (i) the aggregation valuation of the Eligible Receivables sampled by Lender as set forth herein is within ten percent (10%) of the aggregate value provided by Borrower's Appraisals, or (ii) the entirety of the Eligible Receivables are sampled by Lender. Lender may reduce the Borrowing Base in accordance with the amount values obtained by Lender for such Eligible Receivables. Lender's determination of the Borrowing Base shall be conclusive.
(c) Each Request for an Advance under the Loan shall be made by an Authorized Person completing and delivering a Request for Advance to Lender. Each Request for Advance shall be deemed delivered only upon actual receipt by such Request for Advance in accordance with Section 9.4, which receipt may be in the form of an e-mail communication. Lender shall have the right, but not the obligation to conduct any preliminary due diligence desired by Lender, all at Borrower’s expense. If Lender makes a preliminary determination in Lender’s sole and absolute opinion that any of the conditions precedent set forth in Section 4 or elsewhere in this Agreement have not been satisfied, Lender shall have no obligation to make the requested Advance. From the Loan Closing to the end of the Commitment Term, must not exceed Borrower may borrow and repay the Maximum Loan Amount; andAdvances in whole or in part, and re-borrow, all in accordance with the terms and conditions of this Agreement. The Lender shall incur no liability to Borrower in acting upon any request referred to herein which the Lender believes to have been made by an Authorized Person.
(ivd) there shall have been no material adverse change in Debtor's business, operations, assets or financial condition since the Effective Date, as determined by Creditor in its reasonable discretion. Upon Debtor's satisfaction of the foregoing conditionsterms and conditions as required hereunder for the making of the Initial Advance and the pledging of the Initial Loan Collateral, Creditor will disburse including without limitation, satisfaction of the requested Advance in immediately available funds to such account conditions precedent as Debtor shall have specified in the Notice or as otherwise directed by Debtor in the Notice.
D. The Loan shall bear interest at the rate set forth in Section 4.4 and Section 4.5, Lender shall disburse the NoteInitial Advance to Borrower.
(e) Commencing with the calendar quarter ending September 30, 2021 for each calendar quarter during which the aggregate average daily unpaid principal amount of outstanding Advances is less than fifty percent (50%) of the Credit Limit, Borrower shall accrue pay to Lender, from its own funds, the Unused Line Fee. The Unused Line Fee shall be calculated on a monthly basiscalendar quarterly basis by Bank for the preceding calendar quarter, and shall be due and payable by Borrower to Lender in arrears on the first tenth (10th) Business Day following the last day of each fiscal March, June, September and December during the Commitment Term. The Unused Line Fee shall be non-refundable, and shall be deemed fully earned by Lender upon the expiration of each calendar quarter during the Commitment Term of the Debtor based on Loan.
(f) From and after the then outstanding principal balance expiration of the Note. Debtor Commitment Term, Borrower shall have the right not be entitled to prepay (without premium request or penalty) the Note in whole or in part at obtain any time. Debtor shall pay on the Maturity Date, and there shall become absolutely due and payable on the Maturity Date, the outstanding principal amount Advances of the Loan and all accrued but unpaid interest thereonProceeds.
E. As security for the Loan, Debtor agrees to pledge its interest in the Collateral pursuant to the Security Agreement.
F. All costs and expenses of the transaction described in this Agreement shall be paid by Debtor, including, without limitation, the attorneys' fees of Debtor and the reasonable attorneys' fees and expenses of Creditor.
Appears in 1 contract
Samples: Business Loan and Security Agreement (Iron Bridge Mortgage Fund, LLC)
Revolving Line of Credit. A. On From time to time prior to the terms expiration of the Term, so long as an Event of Default has not occurred or if an Event of Default has occurred, such Event of Default has been timely remedied, Lender will, in its Discretion and subject to the satisfaction by Debtor of the terms and conditions set forth in this Agreement, Creditor agrees make Revolving Loans to make Borrower in such amounts as Borrower may request, provided that the Loan to Debtor, which Loan will be in the form of Advances made from time to time as provided in this Agreement. The outstanding aggregate principal amount of the Loan shall not exceed the Maximum Loan Amount at any time. So long as no event has occurred which is, or with the passage of time or the giving of notice or both under the Loan Documents would constitute, an Event of Default or an Acceleration Event, Debtor may borrow, prepay and reborrow, from the Effective Date until the Maturity Date, an amount up to the Maximum Loan Amount.
B. Simultaneously with the execution and delivery of this Agreement, Debtor shall execute and deliver to Creditor the Note. The obligation of Debtor to pay the outstanding aggregate principal amount of all Advances plus accrued interest thereon Revolving Loans shall not exceed the lesser of the Revolving Advance Limit or the Borrowing Base. Borrower may request from time to time Revolving Loan advances by submitting a signed, completed Borrowing Base Certificate to Lender, in each case given no later than 1:00 p.m. (Eastern time) on the Business Day of the proposed Revolving Loan advance. Subject to the terms and conditions of this Agreement, Lender will make the proceeds of each such requested Revolving Loan advance available to Borrower on the day requested by transferring funds to Borrower's Operating Account or as otherwise instructed by Borrower. Lender shall not be obligated to make Revolving Loans to Borrower at any time; each Revolving Advance which is made under this Agreement will be made at the option of, and in the Discretion of, Lender. The Revolving Loans will not be evidenced by the Note. Debtor irrevocably authorizes Creditor to make or cause to be made, at or about the time a promissory note and a copy of any Advance or at the time of CreditorLender's receipt of any payment of the principal amount of the Note, an appropriate notation in Creditor's books and records reflecting the amount of such Advance or payment, as applicable. The outstanding aggregate principal amount of the Note plus accrued interest thereon set forth in Creditor's records maintained with respect related to the Note (which may include computer records) shall, absent manifest error, be Revolving Loans shall constitute prima facie evidence of the outstanding aggregate principal amount plus accrued interest thereon of Revolving Loans. The Revolving Loans will be due and owing to Creditor, but payable upon the failure to record, or any error in so recording, any such amount on Creditor's records shall not limit or otherwise affect the obligations of Debtor under the Note to make payments when due. Notwithstanding the foregoing, Debtor agrees to execute such amendments to the Note, amendments and restatements earlier of the Note and/or substitute and/or additional promissory notes in the form occurrence of the Note as Creditor may reasonably request to evidence Debtor's obligations to Creditor under the Loan Documents.
C. Debtor shall notify Creditor at least two Business Days before the Business Day on which Debtor desires to receive an Advance. Notice may be given in person, via telephone, fax, electronic mail, or regular mail, may be oral or written, and shall set forth the requested amount of each Advance and the delivery instructions for the Advance. Creditor's obligation to fund each Advance shall be subject to the satisfaction of the following conditions precedent as of the date of the requested Advance:
(i) no event shall have occurred which is, or with the passage of time or the giving of notice or both under the Loan Documents would constitute, an Event of Default or an Acceleration Event;
(ii) Debtor shall be in compliance with each the expiration of the covenants set forth in Section 5;
(iii) Initial Term. Should an Overadvance exist, Borrower shall immediately make principal reduction payments of such excess to Lender as are required to reduce the outstanding principal balance of the LoanRevolving Loans such that no Overadvance exists. For each Revolving Loan made to Borrower via wire transfer, together with the amount of the requested Advance, must not exceed the Maximum Loan Amount; and
(iv) there shall have been no material adverse change in Debtor's business, operations, assets or financial condition since the Effective Date, as determined by Creditor in its reasonable discretion. Upon Debtor's satisfaction of the foregoing conditions, Creditor will disburse the requested Advance in immediately available funds to such account as Debtor shall have specified in the Notice or as otherwise directed by Debtor in the Notice.
D. The Loan shall bear interest at the rate set forth in the Note, shall accrue on a monthly basis, and shall be payable on the first day of each fiscal quarter of the Debtor based on the then outstanding principal balance of the Note. Debtor shall have the right to prepay (without premium or penalty) the Note in whole or in part at any time. Debtor Borrower shall pay on the Maturity DateLender an Electronic Payment Fee of $25.00, and there or such other amount as Lender shall become absolutely due and payable on the Maturity Date, the outstanding principal amount of the Loan and all accrued but unpaid interest thereon.
E. As security customarily charge its Borrowers for the Loan, Debtor agrees to pledge its interest in the Collateral pursuant to the Security Agreementcost and expense of making electronic transfers of funds.
F. All costs and expenses of the transaction described in this Agreement shall be paid by Debtor, including, without limitation, the attorneys' fees of Debtor and the reasonable attorneys' fees and expenses of Creditor.
Appears in 1 contract
Revolving Line of Credit. A. On the terms and subject to the satisfaction by Debtor of the conditions set forth in this Agreement, Creditor FFCA agrees to make the Loan to Debtor, which Loan will be in the form of Advances made from time to time as provided in this Agreement. The outstanding aggregate principal amount of the Loan shall not exceed the Maximum Loan Amount at any time. So long as no event has occurred which is, or with the passage of time or the giving of notice or both under the Loan Documents would constitute, an Event of Default or an Acceleration Event, Debtor may borrow, prepay and reborrow, from the Effective Date until the Maturity Date, an amount up to the Maximum Loan Amount. Debtor shall not request an Advance in an amount less than $500,000.00 and no more than once in a calendar month.
B. Simultaneously with the execution and delivery of this Agreement, Debtor shall execute and deliver to Creditor FFCA the Note. The obligation of Debtor to pay the outstanding aggregate principal amount of all Advances plus accrued interest thereon shall be evidenced by the Note. Debtor irrevocably authorizes Creditor FFCA to make or cause to be made, at or about the time of any Advance or at the time of CreditorFFCA's receipt of any payment of the principal amount of the Note, an appropriate notation in CreditorFFCA's records reflecting the amount of such Advance or payment, as applicable. The outstanding aggregate principal amount of the Note plus accrued interest thereon set forth in CreditorFFCA's records maintained with respect to the Note (which may include computer records) shall, absent manifest error, be prima facie evidence of the outstanding aggregate principal amount plus accrued interest thereon due and owing to CreditorFFCA, but the failure to record, or any error in so recording, any such amount on CreditorFFCA's records shall not limit or otherwise affect the obligations of Debtor under the Note to make payments when due. Notwithstanding the foregoing, Debtor agrees to execute such amendments to the Note, amendments and restatements of the Note and/or substitute and/or additional promissory notes in the form of the Note as Creditor FFCA may reasonably request to evidence Debtor's obligations to Creditor FFCA under the Loan Documents.
C. Debtor shall notify Creditor FFCA at least two five Business Days before the Business Day on which Debtor desires to receive an Advance; provided, however, Debtor acknowledges that each Advance shall be made on the first Business Day of the month immediately following the month in which Debtor notifies FFCA of its desire to receive such Advance. Notice may Each such notice shall be given in personthe form of Exhibit B attached hereto (each, via telephone, fax, electronic mail, or regular mail, may be oral or writtena "Notice"), and shall set forth the requested amount of each Advance and such other information required by the delivery instructions for Notice. Each Notice shall constitute a certification by Debtor that the Advancerepresentations and warranties of Debtor set forth in the Loan Documents, are true, correct and complete in all material respects as of the date of such Notice and as of the date of such requested Advance and that Debtor has satisfied each of the conditions precedent set forth in this Agreement. CreditorFFCA's obligation to fund each Advance shall be subject to the satisfaction of the following conditions precedent as of the date of the requested Advance:shall
(i) no event shall have occurred which is, or with the passage of time or the giving of notice or both under the Loan Documents would constitute, an Event of Default or an Acceleration Event;
(ii) Debtor shall be in compliance with each of the covenants set forth in Section 5;
(iii) the outstanding principal balance of the Loan, together with the amount of the requested Advance, must not exceed the Maximum Loan Amount; and
(iv) there shall have been no material adverse change in Debtor's business, operations, assets or financial condition since the Effective Date, as determined by Creditor FFCA in its reasonable discretion. Upon Debtor's satisfaction of the foregoing conditions, Creditor FFCA will disburse the requested Advance in immediately available funds to such account as Debtor shall have specified in the Notice or as otherwise directed by Debtor in the Notice.
D. The Loan shall bear interest at the a variable rate of interest as set forth in the Note, shall accrue on a monthly basis, Note and shall be payable in arrears on the first day of each fiscal quarter of the Debtor month based on the then outstanding principal balance of the Note. Debtor shall have the right to prepay (without premium or penalty) the Note in whole or in part at any timetime provided that any such prepayment shall only be made on a regularly scheduled payment date upon not less than 10 days prior written notice from Debtor to FFCA. Debtor shall pay on the Maturity Date, and there shall become absolutely due and payable on the Maturity Date, the outstanding principal amount of the Loan and all accrued but unpaid interest thereon.
E. As security for the Loan, Debtor agrees to pledge its interest in the Collateral pursuant to the Security Agreement.
F. All costs . In addition, Debtor will execute and expenses deliver the Negative Pledges. A Negative Pledge will be recorded in the real estate records of each county where each of the transaction described in this Agreement shall be paid by Debtor, including, without limitation, the attorneys' fees of Debtor and the reasonable attorneys' fees and expenses of CreditorPremises is located.
Appears in 1 contract
Samples: Revolving Line of Credit Loan Agreement (P F Changs China Bistro Inc)
Revolving Line of Credit. A. On the terms and subject to the satisfaction by Debtor of the conditions set forth in this Agreement, Creditor FFCA agrees to make the Loan to Debtor, which Loan will be in the form of Advances made from time to time as provided in this Agreement. The outstanding aggregate principal amount of the Loan shall not exceed the Maximum Loan Amount at any time. So long as no event has occurred which is, or with the passage of time or the giving of notice or both under the Loan Documents would constitute, an Event of Default or an Acceleration Event, Debtor may borrow, prepay and reborrow, from the Effective Date until the Maturity Date, an amount up to the Maximum Loan Amount. Debtor shall not request an Advance in an amount less than $500,000.00 and no more than once in a calendar month.
B. Simultaneously with the execution and delivery of this Agreement, Debtor shall execute and deliver to Creditor FFCA the Note. The obligation of Debtor to pay the outstanding aggregate principal amount of all Advances plus accrued interest thereon shall be evidenced by the Note. Debtor irrevocably authorizes Creditor FFCA to make or cause to be made, at or about the time of any Advance or at the time of CreditorFFCA's receipt of any payment of the principal amount of the Note, an appropriate notation in CreditorFFCA's records reflecting the amount of such Advance or payment, as applicable. The outstanding aggregate principal amount of the Note plus accrued interest thereon set forth in CreditorFFCA's records maintained with respect to the Note (which may include computer records) shall, absent manifest error, be prima facie evidence of the outstanding aggregate principal amount plus accrued interest thereon due and owing to CreditorFFCA, but the failure to record, or any error in so recording, any such amount on CreditorFFCA's records shall not limit or otherwise affect the obligations of Debtor under the Note to make payments when due. Notwithstanding the foregoing, Debtor agrees to execute such amendments to the Note, amendments and restatements of the Note and/or substitute and/or additional promissory notes in the form of the Note as Creditor FFCA may reasonably request to evidence Debtor's obligations to Creditor FFCA under the Loan Documents.
C. Debtor shall notify Creditor FFCA at least two five Business Days before the Business Day on which Debtor desires to receive an Advance; provided, however, Debtor acknowledges that each Advance shall be made on the first Business Day of the month immediately following the month in which Debtor notifies FFCA of its desire to receive such Advance. Notice may Each such notice shall be given in personthe form of Exhibit B attached hereto (each, via telephone, fax, electronic mail, or regular mail, may be oral or writtena "Notice"), and shall set forth the requested amount of each Advance and such other information required by the delivery instructions for Notice. Each Notice shall constitute a certification by Debtor that the Advancerepresentations and warranties of Debtor set forth in 4 5 the Loan Documents, are true, correct and complete in all material respects as of the date of such Notice and as of the date of such requested Advance and that Debtor has satisfied each of the conditions precedent set forth in this Agreement. CreditorFFCA's obligation to fund each Advance shall be subject to the satisfaction of the following conditions precedent as of the date of the requested Advance:
(i) no event shall have occurred which is, or with the passage of time or the giving of notice or both under the Loan Documents would constitute, an Event of Default or an Acceleration Event;
(ii) Debtor shall be in compliance with each of the covenants set forth in Section 5;
(iii) the outstanding principal balance of the Loan, together with the amount of the requested Advance, must not exceed the Maximum Loan Amount; and
(iv) there shall have been no material adverse change in Debtor's business, operations, assets or financial condition since the Effective Date, as determined by Creditor FFCA in its reasonable discretion. Upon Debtor's satisfaction of the foregoing conditions, Creditor FFCA will disburse the requested Advance in immediately available funds to such account as Debtor shall have specified in the Notice or as otherwise directed by Debtor in the Notice.
D. The Loan shall bear interest at the a variable rate of interest as set forth in the Note, shall accrue on a monthly basis, Note and shall be payable in arrears on the first day of each fiscal quarter of the Debtor month based on the then outstanding principal balance of the Note. Debtor shall have the right to prepay (without premium or penalty) the Note in whole or in part at any timetime provided that any such prepayment shall only be made on a regularly scheduled payment date upon not less than 10 days prior written notice from Debtor to FFCA. Debtor shall pay on the Maturity Date, and there shall become absolutely due and payable on the Maturity Date, the outstanding principal amount of the Loan and all accrued but unpaid interest thereon.
E. As security for the Loan, Debtor agrees to pledge its interest in the Collateral pursuant to the Security Agreement.
F. All costs . In addition, Debtor will execute and expenses deliver the Negative Pledges. A Negative Pledge will be recorded in the real estate records of each county where each of the transaction described in this Agreement shall be paid by Debtor, including, without limitation, the attorneys' fees of Debtor and the reasonable attorneys' fees and expenses of CreditorPremises is located.
Appears in 1 contract
Samples: Revolving Line of Credit Loan Agreement (P F Changs China Bistro Inc)