Revolving Loan. (a) Subject to the terms and conditions hereof, and relying on the representations, covenants and warranties of the Borrower contained herein, GDB agrees, from time to time, during the Revolving Period to lend to the Borrower under the Revolving Loan upon its request up to the aggregate principal amount of the Permitted Loan Limit for the Borrower's working capital needs for the operation of the Premises. During the Revolving Period, the Borrower shall be entitled to receive the entire proceeds of the Revolving Loan in one or more Advances pursuant to this Section 4.7 hereof, except as otherwise specifically set forth in this Agreement. After the expiration of the Revolving Loan Period, the Borrower shall not be entitled to receive any further Advance. The Revolving Loan may revolve during the Revolving Period; accordingly, during the Revolving Loan Period, the Borrower may borrow up to the Permitted Loan Limit, repay all or any portion of such principal amount, and re-borrow up to the Permitted Loan Limit, subject to the terms and conditions set forth herein. (b) The Revolving Loan shall be evidenced by the Revolving Note and shall be due and payable as required by Section 4.7(k). The Borrower shall not be liable under the Revolving Note except with respect to funds actually advanced to the Borrower by GDB. The Revolving Note shall bear interest from the date thereof on the unpaid principal balance thereof, from time to time outstanding, at a fluctuating interest rate equal to the Revolving Loan Interest Rate. (c) (i) From and after the Revolving Loan Maturity Date, (ii) upon the failure of Borrower to pay any interest within (10) days after such interest is due with respect to the Revolving Loan prior to the occurrence of any Default or Event of Default, or
Appears in 2 contracts
Samples: Loan Agreement (El Conquistador Partnership Lp), Loan Agreement (WMS Hotel Corp)
Revolving Loan. (a) Subject to the terms and conditions hereofof this Agreement, and relying on the representations, covenants and warranties of the Borrower contained herein, GDB agrees, from time to time, during the Revolving Period Lender agrees to lend to the Borrower under the Revolving Loan upon its request up and Borrower agrees to the borrow from Lender an aggregate principal amount of not to exceed at any one time the Permitted Loan Limit Borrowing Base, for the Borrower's purpose of providing working capital needs for the operation of the PremisesBorrower for Borrower’s business purposes. During the Revolving Period, the Borrower shall be entitled issue and deliver to receive Lender the entire proceeds of the Revolving Loan in one or more Advances Note, which shall evidence Borrower’s obligations to repay all sums advanced pursuant to this Section 4.7 hereof, except as otherwise specifically set forth in this Agreementthe Loan. After the expiration of the Revolving Loan Period, the Borrower shall not be entitled to receive any further Advance. The Revolving Loan may revolve during the Revolving Period; accordingly, during the Revolving Loan Period, the Borrower may borrow up to the Permitted Loan Limit, repay all or any portion of such principal amount, and re-borrow up to the Permitted Loan Limit, subject Subject to the terms and conditions set forth hereinof this Agreement, Lender agrees to make Advances available to Borrower under the Loan from the Closing Date to and up to, but excluding, the Termination Date.
(b) The Revolving Loan shall be evidenced by the Revolving Note and shall be due and payable as required by Section 4.7(k)This is a revolving line of credit. The Borrower shall not be liable under the Revolving Note except with respect to funds actually advanced Prior to the Termination Date, and within the limits of the Borrowing Base and the other provisions of this Agreement, Borrower by GDB. The Revolving Note shall bear interest from may repay principal amounts of the date thereof on the unpaid principal balance thereof, from time to time outstanding, at a fluctuating interest rate equal to the Revolving Loan Interest Rateand reborrow them.
(c) In addition to all other conditions precedent to Lender’s obligations herein contained, as a condition precedent to Lender’s obligation to make any Advance under the Loan (except pursuant to the Loan Sweep), Borrower shall have delivered to Lender a Revolving Loan Advance Request. All Revolving Loan Advance Requests must be received by Lender not later than 1:00 P.M., Tulsa, Oklahoma time at least one (1) Business Day prior to the date of such requested Advance. Without in any manner limiting Borrower’s obligation to provide a Revolving Loan Advance Request, Lender may act without liability upon the basis of (i) From and after a telephonic Notice believed by Lender in good faith to be from an Authorized Individual prior to the receipt of a Revolving Loan Maturity Date, Advance Request; or (ii) upon such other method as Borrower may request and Lender may permit in Lender’s discretion. In each such case, Borrower hereby waives the failure right to dispute Lender’s record of the terms of such telephonic Notice except in the case of gross negligence or willful misconduct by Lender.
(d) Borrower to pay any interest within shall not submit a Revolving Loan Advance Request for an amount less than Fifty Thousand and no/100 Dollars (10$50,000.00) days after such interest is due with respect (except for Advances that occur pursuant to the Loan Sweep). Further, no Revolving Loan prior Advance Request shall be greater than the Borrowing Base less the then outstanding principal balance of the Loan, it being understood and agreed that in no event shall the aggregate unpaid principal amount at any one time outstanding under the Loan exceed the Borrowing Base. Borrower will not request, nor will it accept, any Advance under the Loan, nor shall Lender be obligated to make such an Advance, at any time when the occurrence amount thereof, together with the outstanding unpaid principal amount of any Default the Loan, exceeds the Borrowing Base.
(e) Borrower will promptly deliver the following to Lender at such times as may be requested by Lender:
(i) Copies of the invoices or Event the record of Defaultinvoices from Borrower’s sales journal for Borrower’s Accounts and a listing of the names and addresses of the Account Debtors obligated thereunder.
(ii) Copies of the delivery receipts, orpurchase orders, shipping instructions, bills of lading and other documentation pertaining to such Accounts.
Appears in 1 contract
Revolving Loan. (a) Subject to the terms and conditions hereofof this Agreement, and relying on subject to there being no Event of Default (or event which might, with the representationsgiving of notice or the passage of time, covenants mature into an Event of Default) hereunder, the Bank agrees to lend and warranties relend to the Borrower, upon request by the Borrower made to the Bank in the manner described in Sections 4(b) and (c) below, during the period from the date hereof to the earlier of (A) October 15, 2013, or the termination date of any extension hereof agreed to by the Borrower and the Bank as described below, or (B) the date of the occurrence of an Event of Default, unless waived by the Bank (the earlier of such dates being referred to herein as the “Revolver Commitment Termination Date”), a principal sum of up to Five Million Dollars ($5,000,000) (the “Total Revolver Commitment Amount”), as the Borrower contained herein, GDB agrees, may from time to time, during the Revolving Period to lend to the Borrower under the Revolving Loan upon its time request up to the aggregate principal amount of the Permitted Loan Limit for the Borrower's working capital needs for (the operation of “Revolving Loan”); provided, however, that the Premises. During the Revolving PeriodBank shall not be required to make, the Borrower shall be entitled to receive the entire proceeds of the Revolving Loan in one or more Advances pursuant to this Section 4.7 hereof, except as otherwise specifically set forth in this Agreement. After the expiration of the Revolving Loan Period, and the Borrower shall not be entitled to receive receive, any further Advance. The Revolving Loan may revolve during if, after giving effect thereto, the Revolving Period; accordingly, during aggregate outstanding principal balance of the Revolving Loan Period, would exceed the Borrower may borrow up to Total Revolver Commitment Amount. Each Revolving Loan hereunder shall be in the Permitted Loan Limit, repay all amount of Five Hundred Thousand Dollars ($500,000) or any portion of such principal amount, and re-borrow up to the Permitted Loan Limit, subject to the terms and conditions set forth herein.
(b) a multiple thereof. The Revolving Loan shall be evidenced by a Twentieth Amended and Restated Revolving Credit Promissory Note given by the Revolving Note and shall be due and payable as required by Section 4.7(k). The Borrower shall not be liable under the Revolving Note except with respect to funds actually advanced to the Borrower by GDBBank in substantially the form of Exhibit H attached hereto, as amended and/or restated from time to time (the “Revolving Note”). The Revolving Note shall bear interest from mature and be payable in full on October 15, 2013, unless accelerated or extended as described herein. The Revolving Note shall replace the date thereof on Nineteenth Amended and Restated Revolving Credit Promissory Note dated as of October 21, 2010 given by the unpaid Borrower to the Bank (the “Prior Note”), and amounts outstanding under the Prior Note shall not be deemed cancelled or satisfied, but shall be evidenced by the Revolving Note instead of by the Prior Note. If the outstanding principal balance thereofof the Revolving Loan at any time exceeds the Total Revolver Commitment Amount, from time to time outstandingthe Borrower shall immediately, without notice or demand, reduce the outstanding principal balance of the Revolving Loan such that the Total Revolver Commitment Amount is not exceeded. Upon request by the Borrower, the Bank may consider extensions of the Revolver Commitment Termination Date, but is not hereby committing in any way thereto. Upon any such extension, at the option of the Bank, the Borrower shall execute a fluctuating interest rate equal new promissory note substantially identical to the Revolving Loan Interest Rate.
(c) (i) From Note, except reflecting the new Revolver Commitment Termination Date, which thereupon shall be the Revolving Note hereunder. Notwithstanding anything to the contrary herein, the Borrower covenants and after agrees to pay down the outstanding balance of the Revolving Loan Maturity Date, (ii) upon the failure of Borrower to pay any interest within (10) days after such interest is due with respect to and the Revolving Loan prior Note to Zero Dollars ($0) for not less than thirty (30) consecutive days during each of the occurrence of any Default or Event of DefaultBorrower's fiscal years, orhaving commenced with the Borrower's fiscal year beginning on June 3, 2002.
Appears in 1 contract
Revolving Loan. (a) Subject to Upon the terms and subject to the conditions hereof, Lender agrees to make available a revolving loan (the "Revolving Loan") to Borrower of Twenty Million and relying on No/100 Dollars ($20,000,000.00) (the representations"Revolving Loan Amount"). Borrower may obtain advances, covenants prepay and warranties obtain new advances under the Revolving Loan, subject to the prepayment provisions of Section 2.2. Lender also agrees to make available to the Foreign Subsidiaries letters of credit, multicurrency borrowings, bank guarantees, international allocation credits, and other products and services from time to time requested by the Borrower contained hereinor such Foreign Subsidiaries to be provided to one or more Foreign Subsidiaries, GDB agreeson terms acceptable to Lender in its sole discretion (collectively, "Alternative Borrowing"), in an amount not to exceed the Revolving Loan Amount, it being understood and agreed that the amount available to be borrowed under the Revolving Loan shall be correspondingly reduced by the face amount of all Alternative Borrowing issued. Further, Lender may, from time to time, during at the Revolving Period request of Borrower and on terms satisfactory to lend Lender and Borrower, provide letters of credit to the Borrower and its domestic affiliates and subsidiaries ("Domestic Letters of Credit"). The amount available to be borrowed under the Revolving Loan upon shall be reduced by the aggregate amount available to be drawn under any Domestic Letters of Credit, plus any unreimbursed amounts or letter of credit borrowings. In no event shall the amount outstanding under the Revolving Loan, including amounts outstanding from advances to Borrower or from Alternative Borrowing and Domestic Letters of Credit, exceed the Revolving Loan Amount. Lender shall charge an origination fee equal to a per annum basis of 0.50% of the face amount of any international letters of credit issued hereunder, payable in advance quarterly on the last day of the prior calendar quarter, as well as charge its request up standard issuance, documentation and examination fees therefore. All Alternative Borrowing shall have an expiration date no later than twenty four (24) months from the date of issuance. Lender shall have no obligation to issue Alternative Borrowing, or to amend, extend, renew or replace any Alternative Borrowing, unless it is in form and substance acceptable to Lender. The Alternative Borrowing shall be guaranteed by Borrower's Guaranty dated December 23, 2010 (as amended), and the reference therein to the aggregate Loan in the principal amount of the Permitted Loan Limit for the Borrower's working capital needs for the operation of the Premises. During the Revolving Period, the Borrower $10,000,000.00 shall be entitled deemed amended to receive the entire proceeds of the $20,000,000.00 Revolving Loan in one or more Advances pursuant to this Section 4.7 hereof, except as otherwise specifically set forth in this Agreement. After the expiration of the Revolving Loan Period, the Borrower shall not be entitled to receive any further Advance. The Revolving Loan may revolve during the Revolving Period; accordingly, during the Revolving Loan Period, the Borrower may borrow up to the Permitted Loan Limit, repay all or any portion of such principal amount, and re-borrow up to the Permitted Loan Limit, subject to the terms and conditions set forth described herein.
(b) The Revolving Loan shall be evidenced by the Revolving Note and shall be due and payable as required by Section 4.7(k). The Borrower shall not be liable under the Revolving Note except with respect to funds actually advanced to the Borrower by GDB. The Revolving Note shall bear interest from the date thereof on the unpaid principal balance thereof, from time to time outstanding, at a fluctuating interest rate equal to the Revolving Loan Interest Rate.
(c) (i) From and after the Revolving Loan Maturity Date, (ii) upon the failure of Borrower to pay any interest within (10) days after such interest is due with respect to the Revolving Loan prior to the occurrence of any Default or Event of Default, or
Appears in 1 contract
Samples: Loan Agreement (Daktronics Inc /Sd/)
Revolving Loan. The Lending Shareholders hereby establish a Revolving Loan (aherein so called) in favor of Company on the terms hereof. The aggregate outstanding principal amount of the Revolving Loan at any one time shall not exceed $1,000,000.00 ("Maximum Revolving Loan Amount"). Each Lending Shareholder shall make that percentage of the Revolving Loan set forth opposite such Lending Shareholder's signature hereto ("Lending Shareholder's Commitment"). Subject to the terms of this Agreement, so long as Company is not in default hereunder at the time of the Company's request, the Company may borrow and conditions hereofthe Lending Shareholders shall advance, up to the aggregate Maximum Revolving Loan Amount, their proportionate part of such requested advance that is equal to the requested amount of the advance multiplied times such Lending Shareholder's Commitment. This loan shall be a revolving loan, provided, at no time shall the outstanding principal balances of the Revolving Notes exceed the Maximum Revolving Loan Amount. As the Company repays advances made by Lending Shareholders, such amounts may be reborrowed, in whole or in part, until January 15, 2002. At the time of each advance under the Revolving Loan, Company shall execute and deliver a Revolving Note (herein so called) to each Lending Shareholder, payable to the order of each Lending Shareholder for the amount of its loan to Company. Each such Revolving Note shall be in the form of Exhibit "A-1" attached hereto, with blanks suitably filled, shall be dated the date of the borrowing, and relying shall mature on or before January 15, 2002. The rate of interest before maturity shall be at a rate equivalent to the rate described by Chase Manhattan Bank as its prime rate in effect from time to time (computed on a 365-day basis) ("Prime Rate"). All renewals, extensions, modifications and rearrangements of the Revolving Notes, if any, shall be deemed to be made pursuant to this Agreement, and accordingly, shall be subject to the terms and provisions hereof and the Company shall be deemed to have ratified as of such renewal, extension, modification or rearrangement date, all of the representations, covenants and warranties of the Borrower contained herein, GDB agrees, from time to time, during the Revolving Period to lend to the Borrower under the Revolving Loan upon its request up to the aggregate principal amount of the Permitted Loan Limit for the Borrower's working capital needs for the operation of the Premises. During the Revolving Period, the Borrower shall be entitled to receive the entire proceeds of the Revolving Loan in one or more Advances pursuant to this Section 4.7 hereof, except as otherwise specifically agreements herein set forth in this Agreement. After the expiration of the Revolving Loan Period, the Borrower shall not be entitled to receive any further Advance. The Revolving Loan may revolve during the Revolving Period; accordingly, during the Revolving Loan Period, the Borrower may borrow up to the Permitted Loan Limit, repay all or any portion of such principal amount, and re-borrow up to the Permitted Loan Limit, subject to the terms and conditions set forth hereinforth.
(b) The Revolving Loan shall be evidenced by the Revolving Note and shall be due and payable as required by Section 4.7(k). The Borrower shall not be liable under the Revolving Note except with respect to funds actually advanced to the Borrower by GDB. The Revolving Note shall bear interest from the date thereof on the unpaid principal balance thereof, from time to time outstanding, at a fluctuating interest rate equal to the Revolving Loan Interest Rate.
(c) (i) From and after the Revolving Loan Maturity Date, (ii) upon the failure of Borrower to pay any interest within (10) days after such interest is due with respect to the Revolving Loan prior to the occurrence of any Default or Event of Default, or
Appears in 1 contract
Samples: Loan Agreement (Palmworks Inc)
Revolving Loan. (a) Subject to the terms and conditions hereofof this Agreement, and relying on subject to there being no Event of Default (or event which might, with the representationsgiving of notice or the passage of time, covenants mature into an Event of Default) hereunder, the Bank agrees to lend and warranties relend to the Borrower, upon request by the Borrower made to the Bank in the manner described in Sections 4(b) and (c) below, during the period from the date hereof to the earlier of (A) October 31, 2016, or the termination date of any extension hereof agreed to by the Borrower and the Bank as described below, or (B) the date of the occurrence of an Event of Default, unless waived by the Bank (the earlier of such dates being referred to herein as the "Revolver Commitment Termination Date"), a principal sum of up to Eleven Million Dollars ($11,000,000) (the "Total Revolver Commitment Amount"), as the Borrower contained herein, GDB agrees, may from time to time, during the Revolving Period to lend to the Borrower under the Revolving Loan upon its time request up to the aggregate principal amount of the Permitted Loan Limit for the Borrower's working capital needs for (the operation of "Revolving Loan"); provided, however, that the Premises. During the Revolving PeriodBank shall not be required to make, the Borrower shall be entitled to receive the entire proceeds of the Revolving Loan in one or more Advances pursuant to this Section 4.7 hereof, except as otherwise specifically set forth in this Agreement. After the expiration of the Revolving Loan Period, and the Borrower shall not be entitled to receive receive, any further Advance. The Revolving Loan may revolve during if, after giving effect thereto, the Revolving Period; accordingly, during aggregate outstanding principal balance of the Revolving Loan Periodwould exceed the Total Revolver Commitment Amount. Each Revolving Loan draw hereunder shall be in the amount of Two Hundred Fifty Thousand Dollars ($250,000) or a multiple thereof; provided, however, no minimum or incremental draw amount requirement shall apply if the Borrower may borrow up to maintains an active commercial sweep account at the Permitted Loan Limit, repay all or any portion of such principal amount, and re-borrow up to the Permitted Loan Limit, subject to the terms and conditions set forth herein.
(b) Bank. The Revolving Loan shall be evidenced by a Revolving Credit Promissory Note given by the Revolving Note and shall be due and payable as required by Section 4.7(k). The Borrower shall not be liable under the Revolving Note except with respect to funds actually advanced to the Borrower by GDBBank in substantially the form of Exhibit H attached hereto, as amended and/or restated from time to time (the "Revolving Note"). The Revolving Note shall bear interest from mature and be payable in full on October 31, 2016, unless accelerated or extended as described herein. If the date thereof on the unpaid outstanding principal balance thereofof the Revolving Loan at any time exceeds the Total Revolver Commitment Amount, from time to time outstandingthe Borrower shall immediately, without notice or demand, reduce the outstanding principal balance of the Revolving Loan such that the Total Revolver Commitment Amount is not exceeded. Upon request by the Borrower, the Bank may consider extensions of the Revolver Commitment Termination Date, but is not hereby committing in any way thereto. Upon any such extension, at the option of the Bank, the Borrower shall execute a fluctuating interest rate equal new promissory note substantially identical to the Revolving Loan Interest Rate.
(c) (i) From and after Note, except reflecting the new Revolver Commitment Termination Date, which thereupon shall be the Revolving Loan Maturity Date, (ii) upon the failure of Borrower to pay any interest within (10) days after such interest is due with respect to the Revolving Loan prior to the occurrence of any Default or Event of Default, orNote hereunder.
Appears in 1 contract
Revolving Loan. (a) Subject to the terms and conditions hereof, and relying on of this Agreement the representations, covenants and warranties of the Borrower contained herein, GDB agrees, from time to time, during the Revolving Period Bank agrees to lend to the Borrower under the Revolving Loan upon its request up to the aggregate a total principal amount not to exceed the amount of the Permitted Loan Limit Two Million Dollars ($2,000,000.00) for the Borrower's working capital needs for to be used in the operation of the PremisesBorrower's business. During the Revolving Period, the Borrower shall be entitled to receive the entire proceeds of the Revolving Loan in one or more Advances pursuant to this Section 4.7 hereof, except as otherwise specifically set forth in this Agreement. After the expiration of the Revolving Loan Period, the Borrower shall not be entitled to receive any further Advance. The Revolving Loan may revolve during the Revolving Period; accordingly, during the Revolving Loan Period, the Borrower may borrow up to the Permitted Loan Limit, repay all or any portion of such principal amount, and re-borrow up to the Permitted Loan Limit, subject to the terms and conditions set forth herein.
(b) The Revolving Loan shall be evidenced by the Revolving Note and shall be due and payable as required by Section 4.7(k). The Borrower shall not be liable under in accordance with the Revolving Note except with respect to funds actually advanced to terms of a promissory note in the Borrower by GDBface amount of $2,000,000.00. The Revolving Note shall bear interest from evidence the date thereof on the unpaid outstanding principal balance thereofof the Revolving Loan, as it may change from time to time outstanding, at a fluctuating interest rate equal to time. Advances under the Revolving Loan Interest Rateshall be subject to the following terms:
(a) Advances of proceeds of the Revolving Loan shall be limited to an aggregate principal of $2,000,000.00 (the "Maximum Revolving Loan Amount") at any time outstanding;
(b) Advances of proceeds of the Revolving Loan shall be in increments of Fifty Thousand Dollars ($50,000.00) each.
(c) Should there occur any overdraft of any deposit account maintained by the Borrower with the Bank, the Bank may, at its option, disburse funds (iwhether or not in excess of the Maximum Revolving Loan Amount) From to eliminate such overdraft and such disbursement shall be deemed an Advance of Revolving Loan proceeds hereunder entitled to all of the benefits of the Loan Documents. Nothing herein shall be deemed an authorization of or consent to the creation of an overdraft in any account or create any obligations on the part of the Bank;
(d) All Revolving Advances by the Bank to or for the account of the Borrower, whether or not in excess of the Maximum Revolving Loan Amount, shall be considered part of the Indebtedness under the Revolving Note, shall bear interest as provided in the Revolving Note, and shall be entitled to all rights and benefits hereunder and under all other Loan Documents; and
(e) The Borrower shall not request and the Bank will not be required to consider requests for Revolving Advances after the Revolving Loan Maturity Date, (ii) upon ; provided that the failure Bank may in its discretion extend such date in writing and further provided that the repayment obligations of the Borrower to pay any interest within (10) days for Advances made by the Bank after such interest is due date (as it may be extended) shall be binding on the Borrower or other persons liable for any Indebtedness to the same extent as obligations with respect to the Revolving Loan Advances made prior to the occurrence of any Default or Event of Default, orsuch date.
Appears in 1 contract
Samples: Acquisition Facility and Revolving Credit Facility Agreement (Continucare Corp)
Revolving Loan. Borrower has requested that Lender renew and extend the Revolving Loan, and Lender has agreed to do so on the terms set forth in this Amendment. Subsection (a) of Section 1 of the Loan Agreement is amended and restated in its entirety to read as follows:
(a) Subject to the terms and conditions hereofset forth in the Loan Agreement and the other agreements, instruments, and relying on documents executed and delivered in connection with the representationsLoan Agreement (collectively the “Loan Documents”), covenants and warranties of Lender agrees to make a revolving loan in the Borrower contained herein, GDB agrees, from time to time, during the Revolving Period to lend to the Borrower under the Revolving Loan upon its request up to the aggregate maximum principal amount of $40,000,000.00 to Borrower (the Permitted Loan Limit for “Revolving Loan”) on the Borrower's working capital needs for the operation of the Premises. During the Revolving Period, the Borrower shall be entitled to receive the entire proceeds of the Revolving Loan in one or more Advances pursuant to this Section 4.7 hereof, except as otherwise specifically terms set forth in the Second Amended and Restated Revolving Promissory Note attached as Exhibit A to this Amendment (the “Revolving Note”), for the purposes set forth in the Loan Agreement. After the expiration of the Revolving Loan Period, the Borrower shall not be entitled to receive any further Advance. The Revolving Loan may revolve during the Revolving Period; accordingly, during the Revolving Loan Period, the Borrower may borrow up to the Permitted Loan Limit, repay all or any portion of such principal amount, and re-borrow up to the Permitted Loan Limit, subject Subject to the terms and conditions set forth herein.
of the Loan Agreement, Borrower may borrow, repay, and reborrow on a revolving basis from time to time during the period commencing on the date hereof and continuing through 11:00 a.m. (bFort Worth, Texas time) The Revolving Loan shall be evidenced by on April 14, 2019 (the Revolving Note and shall be due and payable XXXXXXXX PROSPECTS, LTD. February 20, 2018 “Termination Date”), such amounts as required by Section 4.7(k). The Borrower shall not be liable may request under the Revolving Note except with respect to funds actually advanced to Loan; provided, however, the Borrower by GDBtotal principal amount outstanding at any time shall not exceed the lesser of (i) the aggregate sums permitted under the Borrowing Base, or (ii) $40,000,000.00. Advances on the Revolving Loan may be used only for working capital purposes. The unpaid principal balance of the Revolving Note shall bear interest from the date thereof on advanced until paid or until Event of Default or the unpaid principal balance thereof, from time to time outstanding, Termination Date at a fluctuating interest rate per annum equal to the sum of the Prime Rate (as defined in the Revolving Note), plus one-half percent (0.5%); provided, however, that the interest rate under the Revolving Note shall never fall below a floor rate of five percent (5.0%) per annum. All sums advanced under the Revolving Loan, together with all accrued but unpaid interest thereon, shall be due and payable in full on the Termination Date. Notwithstanding any provision of the Loan Interest Rate.
(c) (i) From and after Agreement or the Revolving Note to the contrary, additional advances on the Revolving Loan Maturity Date, (ii) upon the failure of Borrower to pay any interest within (10) days after such interest is due with respect will only be permitted to the Revolving Loan prior to extent allowed by Section 9.03(f) of the occurrence of any Default or Event of Default, orTerm Credit Agreement (as defined below).”
Appears in 1 contract
Revolving Loan. (a) Subject to the terms and conditions hereof, including Sections 8.1 and relying on the representations8.2, covenants and warranties of the Borrower contained herein, GDB agreesLxxxxx agrees to make available to Borrowers, from time to timetime until the Commitment Termination Date, during the Revolving Period advances pursuant to lend to the Borrower under the its Revolving Loan upon its request up to Commitment (each, a "Revolving Loan Advance"); provided, that the aggregate principal amount of the Permitted such Revolving Loan Limit for the Borrower's working capital needs for the operation of the Premises. During the Revolving Period, the Borrower shall be entitled to receive the entire proceeds of Advances will not result in the Revolving Loan in one or more Advances pursuant to this Section 4.7 hereof, except as otherwise specifically set forth in this Agreement. After the expiration of Exposure at any time exceeding the Revolving Loan PeriodCommitment. Revolving Loan Advances, the Borrower shall not proceeds of which are to be entitled funded to receive any further Advance. The Revolving Loan may revolve during GKF for the Revolving Period; accordingly, during the Revolving Loan Period, the Borrower may borrow up to the Permitted Loan Limit, repay all or any portion use of such principal amountGKF as permitted by, and re-borrow up to the Permitted Loan Limit, subject to the terms of this Agreement (including Sections 4.12, 5.2(c) and conditions set forth herein.
(b) The Revolving Loan 5.3(f)), shall be evidenced by the deemed GKF Revolving Note Advances and shall each be due and payable as required by Section 4.7(k). The Borrower shall not be liable under the Revolving Note except with respect to funds actually advanced further to the Borrower by GDBfurther conditions of Section 8.3. The Revolving Note shall bear interest from Until the date thereof on the unpaid principal balance thereofCommitment Termination Date, Borrowers may from time to time outstandingborrow, at a fluctuating interest rate equal to the Revolving Loan Interest Raterepay and reborrow under this Section 2.1(a).
(ci) Administrative Borrower shall deliver to Lender a Notice of Borrowing with respect to each proposed borrowing of a Revolving Loan Advance (including each borrowing of a GKF Revolving Advance), such Notice of Borrowing to be delivered no later than 2:00 p.m. (Cincinnati, Ohio time) (ior such later time acceptable to Lender in its sole discretion) From on the day that is two (2) Business Days prior to such proposed borrowing. Once given, a Notice of Borrowing shall be irrevocable and after the Revolving Loan Maturity Date, Borrowers shall be bound thereby.
(ii) upon the failure Borrowers hereby authorize Lender to make Revolving Loan Advances (including GKF Revolving Advances) based on telephonic or electronic notices made by any Person which Lxxxxx, in good faith, believes to be acting on behalf of Borrower Administrative Borrower, in accordance with procedures established by or otherwise acceptable to pay any interest within Lender from time to time in its sole discretion (10including Lxxxxx’s confirmation of such notices). All Revolving Loan Advances (other than GKF Revolving Advances) days after such interest is due with respect will be advanced to the Borrowers’ Account and all GKF Revolving Loan prior Advances will be advanced to the occurrence of any Default or Event of DefaultGKF Borrower Account, orin each case unless Administrative Borrower otherwise instructs Lender.
Appears in 1 contract
Samples: Credit Agreement (American Shared Hospital Services)
Revolving Loan. (a) Subject to the terms and conditions hereof, and relying on the representations, covenants and warranties of the Borrower contained herein, GDB agrees, from Borrowers may at any time to time, during the Revolving Period to lend to the Borrower under the Revolving Loan upon its request up to the aggregate principal amount of the Permitted Loan Limit for the Borrower's working capital needs for the operation of the Premises. During the Revolving Period, the Borrower shall be entitled to receive the entire proceeds voluntarily prepay all or part of the Revolving Loan (without any commitment reduction or termination) upon at least 3 Business Days’ (or, in one the case of Index Rate Loans, 1 Business Day’s) prior written notice; provided that (1) any such prepayments or more Advances pursuant reductions shall be in a minimum amount of $100,000 and integral multiples of $100,000 in excess of such amounts, (2) the Revolving Loan Commitment shall not be reduced to this Section 4.7 hereof, except as otherwise specifically set forth in this Agreement. After an amount less than the expiration amount of the Revolving Loan Periodoutstanding, the (3) after giving effect to such reductions, Borrowers shall comply with Section 1.3(b)(i) and (4) no partial commitment reductions shall be permitted in connection with any voluntarily prepayment of Revolving Loans. Borrowers may at any time on at least 5 Business days’ prior written notice by Borrower shall not be entitled Representative to receive any further Advance. The Revolving Loan may revolve during the Revolving Period; accordingly, during Agent terminate the Revolving Loan PeriodCommitment, the Borrower may borrow up to the Permitted Loan Limit, repay provided that upon such termination all or any portion of such principal amount, Loans (including Acquisition Loans) and re-borrow up to the Permitted Loan Limit, subject to the terms and conditions set forth herein.
(b) The Revolving Loan other Obligations shall be evidenced by the Revolving Note and shall be immediately due and payable as required by Section 4.7(k)in full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Annex B hereto. The Borrower shall not be liable under the Revolving Note except with respect to funds actually advanced to the Borrower by GDB. The Revolving Note shall bear interest from the date thereof on the unpaid principal balance thereof, from time to time outstanding, at a fluctuating interest rate equal to Any voluntary prepayment and any termination of the Revolving Loan Interest Rate.
(c) (i) From and after Commitment must be accompanied by the payment of any LIBOR funding breakage costs in accordance with Section 1.13(b). Upon any such termination of the Revolving Loan Maturity DateCommitment, (ii) upon each Borrower’s right to request Revolving Credit Advances or request that Letter of Credit Obligations be incurred on its behalf shall simultaneously be permanently terminated, as the failure case may be. Each notice of Borrower partial prepayment shall designate the Loan or other Obligations to pay any interest within (10) days after which such interest prepayment is due with respect to the Revolving Loan prior to the occurrence of any Default or Event of Default, orbe applied
Appears in 1 contract
Samples: Credit Agreement (Pediatric Services of America Inc)
Revolving Loan. (a) Subject to the terms and conditions hereofof this Agreement, and relying on the representations, covenants and warranties of the Bank will make advances to Borrower contained herein, GDB agrees, from time to time, during the Revolving Period to lend to the Borrower under the Revolving Loan upon its at Borrower’s request up to the in an aggregate principal amount at any one time outstanding not to exceed, together with the aggregate undrawn face amount of the Permitted Loan Limit for the all commercial or standby letters of credit (“L/Cs”) issued by Bank at Borrower's working capital needs for the operation of the Premises. During the Revolving Period’s request and outstanding at such time, the Borrower lesser of (a) $3,500,000 and (b) the Borrowing Base at such time (the “Revolving Loan”). Such advances shall be entitled used only to receive the entire proceeds support Borrower’s working-capital needs. Borrower may borrow, repay and reborrow all or any part of the Revolving Loan in one or more Advances pursuant to this Section 4.7 hereof, except as otherwise specifically set forth in this Agreement. After the expiration of the Revolving Loan Period, the Borrower shall not be entitled to receive any further Advance. The Revolving Loan may revolve during the Revolving Period; accordingly, during the Revolving Loan Period, the Borrower may borrow up to the Permitted Loan Limit, repay all or any portion of such principal amount, and re-borrow up to the Permitted Loan LimitLoan, subject to the terms and conditions set forth herein.
(b) The of this Agreement. Interest on the Revolving Loan shall be evidenced by payable monthly on the last day of each month, commencing on January 31, 2014. All advances must be requested not later than December 31, 2015, on which date all unpaid principal of and accrued but unpaid interest on the Revolving Note and Loan shall be due and payable as required by Section 4.7(k)payable. Bank shall enter each amount borrowed and repaid in Bank’s records, and such entries shall be deemed correct. The Borrower omission of Bank to make any such entry shall not be liable discharge Borrower from Borrower’s obligation to repay in full with interest all amounts borrowed under the Revolving Note except with respect Loan. If at any time the aggregate outstanding principal amount of Borrower’s obligations to funds actually advanced to the Borrower by GDB. The Revolving Note shall bear interest from the date thereof on the unpaid principal balance thereof, from time to time outstanding, at a fluctuating interest rate equal to Bank under the Revolving Loan Interest RateLoan, including obligations in respect of drawn and undrawn L/Cs, exceeds the amount permitted above, Borrower shall immediately repay to Bank such excess.
(c) (i) From and after the Revolving Loan Maturity Date, (ii) upon the failure of Borrower to pay any interest within (10) days after such interest is due with respect to the Revolving Loan prior to the occurrence of any Default or Event of Default, or
Appears in 1 contract
Samples: Commercial Credit Agreement (Talon International, Inc.)
Revolving Loan. (a) Subject to the terms and conditions hereofof this Agreement, and relying on subject to there being no Event of Default (or event which might, with the representationsgiving of notice or the passage of time, covenants mature into an Event of Default) by the Borrower hereunder, the Bank agrees to lend and warranties relend to the Borrower, upon request by the Borrower made to the Bank in the manner described in Sections 4(b) and (c) below, during the period from the date hereof to the earlier of (A) September 1, 2006, or the termination date of any extension hereof agreed to by the Borrower and the Bank as described below, or (B) the date of the occurrence of an Event of Default, unless waived by the Bank (the earlier of such dates being referred to herein as the “Commitment Termination Date”), a principal sum of up to Five Million Dollars ($5,000,000) (the “Total Commitment Amount”), as the Borrower contained herein, GDB agrees, may from time to time, during the Revolving Period to lend to the Borrower under the Revolving Loan upon its time request up to the aggregate principal amount of the Permitted Loan Limit for the Borrower's ’s working capital needs for (the operation of “Revolving Loan”); provided, however, that the Premises. During the Revolving PeriodBank shall not be required to make, the Borrower shall be entitled to receive the entire proceeds of the Revolving Loan in one or more Advances pursuant to this Section 4.7 hereof, except as otherwise specifically set forth in this Agreement. After the expiration of the Revolving Loan Period, and the Borrower shall not be entitled to receive receive, any further Advance. The Revolving Loan may revolve during if, after giving effect thereto, the Revolving Period; accordingly, during aggregate outstanding principal balance of the Revolving Loan Period, would exceed the Borrower may borrow up to Total Commitment Amount. Each Revolving Loan hereunder shall be in the Permitted Loan Limit, repay all amount of Five Hundred Thousand Dollars ($500,000) or any portion of such principal amount, and re-borrow up to the Permitted Loan Limit, subject to the terms and conditions set forth herein.
(b) a multiple thereof. The Revolving Loan shall be evidenced by a Fifteenth Amended and Restated Revolving Credit Promissory Note given by the Revolving Note and shall be due and payable as required by Section 4.7(k). The Borrower shall not be liable under the Revolving Note except with respect to funds actually advanced to the Borrower by GDBBank in substantially the form of Exhibit F attached hereto, as amended and/or restated from time to time (the “Revolving Note”). The Revolving Note shall bear interest from mature and be payable in full on September 1, 2006, unless accelerated or extended as described herein. The Revolving Note shall replace the date thereof on Fourteenth Amended and Restated Revolving Credit Promissory Note dated as of September 15, 2003 given by the unpaid Borrower to the Bank (the “Prior Note”), and amounts outstanding under the Prior Note shall not be deemed cancelled or satisfied, but shall be evidenced by the Revolving Note instead of by the Prior Note. If the outstanding principal balance thereofof the Revolving Loan at any time exceeds the Total Commitment Amount, from time to time outstandingthe Borrower shall immediately, without notice or demand, reduce the outstanding principal balance of the Revolving Loan such that the Total Commitment Amount is not exceeded. Upon request by the Borrower, the Bank may consider extensions of the Commitment Termination Date, but is not hereby committing in any way thereto. Upon any such extension, at the option of the Bank, the Borrower shall execute a fluctuating interest rate equal new promissory note substantially identical to the Revolving Loan Interest Rate.
(c) (i) From Note, except reflecting the new Commitment Termination Date, which thereupon shall be the Revolving Note hereunder. Notwithstanding anything to the contrary herein, the Borrower covenants and after agrees to pay down the outstanding balance of the Revolving Loan Maturity Date, (ii) upon the failure of Borrower to pay any interest within (10) days after such interest is due with respect to and the Revolving Loan prior Note to Zero Dollars ($0) for not less than thirty (30) consecutive days during each of the occurrence of any Default or Event of DefaultBorrower’s fiscal years, orcommencing with the Borrower’s fiscal year beginning on June 3, 2002.
Appears in 1 contract
Revolving Loan. (a) Subject to the terms and conditions hereofof this Agreement, and relying on subject to there being no Event of Default (or event which might, with the representationsgiving of notice or the passage of time, covenants mature into an Event of Default) hereunder, the Bank agrees to lend and warranties relend to the Borrower, upon request by the Borrower made to the Bank in the manner described in Sections 4(b) and (c) below, during the period from the date hereof to the earlier of (A) April 15, 2012, or the termination date of any extension hereof agreed to by the Borrower and the Bank as described below, or (B) the date of the occurrence of an Event of Default, unless waived by the Bank (the earlier of such dates being referred to herein as the “Revolver Commitment Termination Date”), a principal sum of up to Five Million Dollars ($5,000,000) (the “Total Revolver Commitment Amount”), as the Borrower contained herein, GDB agrees, may from time to time, during the Revolving Period to lend to the Borrower under the Revolving Loan upon its time request up to the aggregate principal amount of the Permitted Loan Limit for the Borrower's ’s working capital needs for (the operation of “Revolving Loan”); provided, however, that the Premises. During the Revolving PeriodBank shall not be required to make, the Borrower shall be entitled to receive the entire proceeds of the Revolving Loan in one or more Advances pursuant to this Section 4.7 hereof, except as otherwise specifically set forth in this Agreement. After the expiration of the Revolving Loan Period, and the Borrower shall not be entitled to receive receive, any further Advance. The Revolving Loan may revolve during if, after giving effect thereto, the Revolving Period; accordingly, during aggregate outstanding principal balance of the Revolving Loan Period, would exceed the Borrower may borrow up to Total Revolver Commitment Amount. Each Revolving Loan hereunder shall be in the Permitted Loan Limit, repay all amount of Five Hundred Thousand Dollars ($500,000) or any portion of such principal amount, and re-borrow up to the Permitted Loan Limit, subject to the terms and conditions set forth herein.
(b) a multiple thereof. The Revolving Loan shall be evidenced by a Nineteenth Amended and Restated Revolving Credit Promissory Note given by the Revolving Note and shall be due and payable as required by Section 4.7(k). The Borrower shall not be liable under the Revolving Note except with respect to funds actually advanced to the Borrower by GDBBank in substantially the form of Exhibit H attached hereto, as amended and/or restated from time to time (the “Revolving Note”). The Revolving Note shall bear interest from mature and be payable in full on April 15, 2012, unless accelerated or extended as described herein. The Revolving Note shall replace the date thereof on Eighteenth Amended and Restated Revolving Credit Promissory Note dated as of October 21, 2009 given by the unpaid Borrower to the Bank (the “Prior Note”), and amounts outstanding under the Prior Note shall not be deemed cancelled or satisfied, but shall be evidenced by the Revolving Note instead of by the Prior Note. If the outstanding principal balance thereofof the Revolving Loan at any time exceeds the Total Revolver Commitment Amount, from time to time outstandingthe Borrower shall immediately, without notice or demand, reduce the outstanding principal balance of the Revolving Loan such that the Total Revolver Commitment Amount is not exceeded. Upon request by the Borrower, the Bank may consider extensions of the Revolver Commitment Termination Date, but is not hereby committing in any way thereto. Upon any such extension, at the option of the Bank, the Borrower shall execute a fluctuating interest rate equal new promissory note substantially identical to the Revolving Loan Interest Rate.
(c) (i) From Note, except reflecting the new Revolver Commitment Termination Date, which thereupon shall be the Revolving Note hereunder. Notwithstanding anything to the contrary herein, the Borrower covenants and after agrees to pay down the outstanding balance of the Revolving Loan Maturity Date, (ii) upon the failure of Borrower to pay any interest within (10) days after such interest is due with respect to and the Revolving Loan prior Note to Zero Dollars ($0) for not less than thirty (30) consecutive days during each of the occurrence of any Default or Event of DefaultBorrower’s fiscal years, orhaving commenced with the Borrower’s fiscal year beginning on June 3, 2002.
Appears in 1 contract
Revolving Loan. From the Closing Date to (abut not including) Subject to the Termination Date, the Lender agrees, upon the terms and subject to the conditions hereof, of this Agreement and relying on subject to the representations, covenants and warranties limitations set forth below with respect to the maximum amount of the Borrower contained herein, GDB agrees, Advances permitted to be outstanding from time to time, during to make a revolving loan (the "Revolving Period Loan") available to lend the Borrower pursuant to which the Borrower may from time to time borrow from the Lender and repay and reborrow, such sums as may be needed by the Borrower for the purposes expressed in this Agreement, up to a maximum aggregate principal amount at any one time outstanding not exceeding the Maximum Facility Amount in effect from time to time. Each advance to the Borrower under the Revolving Loan upon its request up (an "Advance") will be made on at least one Business Day’s prior written notice to the aggregate principal Lender, which notice shall (i) be signed by an Authorized Representative of the Borrower, (ii) set forth the amount of the Permitted Loan Limit Advance requested and the date on 04121343.4 9 which the Advance is to be made, and (iii) set forth the portion, if any, of the Advance to be borrowed by IIC. Not later than 2:00 p.m. on the date specified for the Borrower's working capital needs for Advances, the operation Lender shall make available the amount of the Premises. During the Revolving Period, the Borrower shall Advances to be entitled to receive the entire proceeds of the Revolving Loan in one or more Advances pursuant to this Section 4.7 hereof, except as otherwise specifically set forth in this Agreement. After the expiration of the Revolving Loan Period, the Borrower shall not be entitled to receive any further Advance. The Revolving Loan may revolve during the Revolving Period; accordingly, during the Revolving Loan Period, the Borrower may borrow up to the Permitted Loan Limit, repay all or any portion of made by it on such principal amount, and re-borrow up to the Permitted Loan Limit, subject to the terms and conditions set forth herein.
(b) The Revolving Loan shall be evidenced by the Revolving Note and shall be due and payable as required by Section 4.7(k). The Borrower shall not be liable under the Revolving Note except with respect to funds actually advanced date to the Borrower by GDBdepositing the proceeds thereof into an account with the Lender in the name of the Borrower. The Revolving Note Advances shall bear interest from as provided in Section 2.3. The Lender's obligation to make Advances shall terminate, if not sooner terminated pursuant to the date thereof provisions of this Agreement, on the unpaid principal balance thereof, from time Termination Date. The Lender shall have no obligation to time outstanding, at a fluctuating interest rate equal to the Revolving Loan Interest Rate.
(c) (i) From and after the Revolving Loan Maturity Date, (ii) upon the failure of Borrower to pay any interest within (10) days after such interest is due with respect to the Revolving Loan prior to the occurrence of any Default or make Advances if an Event of Default, orDefault exists.
Appears in 1 contract
Samples: Credit Agreement (Infinity Property & Casualty Corp)
Revolving Loan. (a) Subject to the terms and conditions hereofof this Agreement, and relying on each Lender severally agrees to make Advances in Dollars or an Alternative Currency (as specified in the representations, covenants and warranties of respective Borrowing Notice) to the applicable Borrower contained herein, GDB agrees, or Borrowers under the Revolving Credit Facility from time to time, during time from the Closing Date until the Revolving Period to lend Credit Termination Date on a pro rata basis as to the total borrowing requested by the applicable Borrower or Borrowers on any day determined by such Lender's Applicable Commitment Percentage up to but not exceeding a Dollar Value equal to the Revolving Credit Commitment of such Lender, provided, however, that the Lenders will not be required and shall have no obligation to make any such
Advance (i) so long as a Default or an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, (u) the Dollar Value of the principal amount of Revolving Credit Outstandings plus Letter of Credit Outstandings shall not exceed the Total Revolving Credit Commitment and (v) the Dollar Value of the principal amount of Loans in an Alternative Currency shall not exceed the Total Alternative Currency Sublimit. Within such limits, the Borrowers may borrow, repay and reborrow under the Revolving Credit Facility on a Business Day from the Closing Date until, but (as to borrowings and reborrowings) not including, the Revolving Credit Termination Date; provided, however, that (w) no Eurodollar Rate Loan upon its request up shall be made which has an Interest Period that extends beyond the Stated Termination Date and (x) each Eurodollar Rate Loan may, subject to the aggregate provisions of Section 2.7, be repaid only on the last day of the Interest Period with respect thereto unless such payment is accompanied by the additional payment, if any, required by Section 5.5. The Borrowers agree that (y) if at any time the Dollar Value of Revolving Credit Outstandings plus the Dollar Value of Letter of Credit Outstandings shall exceed the Total Revolving Credit Commitment, the Borrowers shall immediately reduce the outstanding principal amount of the Permitted Loan Limit for the Borrower's working capital needs for the operation Revolving Loans such that, as a result of the Premises. During the Revolving Periodsuch reduction, the Borrower Dollar Value of Revolving Credit Outstandings plus the Dollar Value of Letter of Credit Outstandings shall be entitled to receive not exceed the entire proceeds Total Revolving Credit Commitment and (z) if at any time the Dollar Value of Loans in an Alternative Currency exceed the Revolving Loan in one or more Advances pursuant to this Section 4.7 hereofTotal Alternative Currency Sublimit by 105%, except the Borrowers shall immediately make a Rate Adjustment Payment as otherwise specifically set forth below in this Agreement. After the expiration of the Revolving Loan Period, the Borrower shall not be entitled to receive any further Advance. The Revolving Loan may revolve during the Revolving Period; accordingly, during the Revolving Loan Period, the Borrower may borrow up to the Permitted Loan Limit, repay all or any portion of such principal amount, and re-borrow up to the Permitted Loan Limit, subject to the terms and conditions set forth hereinSection 2.1(c).
(b) The Revolving Loan shall be evidenced by the Revolving Note and shall be due and payable as required by Section 4.7(k). The Borrower shall not be liable under the Revolving Note except with respect to funds actually advanced to the Borrower by GDB. The Revolving Note shall bear interest from the date thereof on the unpaid principal balance thereof, from time to time outstanding, at a fluctuating interest rate equal to the Revolving Loan Interest Rate.
(c) (i) From and after the Revolving Loan Maturity Date, (ii) upon the failure of Borrower to pay any interest within (10) days after such interest is due with respect to the Revolving Loan prior to the occurrence of any Default or Event of Default, or
Appears in 1 contract
Revolving Loan. The Lender agrees, on the terms and subject to the conditions herein set forth, to make advances (aeach an “Advance,” and collectively, the “Advances”) Subject to the Borrower from time to time from the date all of the conditions set forth in Section 4.1 hereof are satisfied (the “Funding Date”) to the Termination Date in the amount of up to $8,000,000.00, individually or in the aggregate. No Advances shall be made in an amount less than $10,000.00, or multiples thereof, other than Advances made automatically pursuant to the terms and conditions hereof. The Lender shall have no obligation to make an Advance if, and relying on after giving effect to such requested Advance, the representations, covenants and warranties sum of the Borrower contained herein, GDB agrees, from time to time, during the Revolving Period to lend to the Borrower outstanding and unpaid Advances under the Revolving Loan upon its request up to the aggregate principal amount of the Permitted Loan Limit for the Borrower's working capital needs for the operation of the Premises. During the Revolving Period, the Borrower shall be entitled to receive the entire proceeds of the Revolving Loan in one or more Advances pursuant to this Section 4.7 hereof, except as or otherwise specifically set forth in this Agreement. After would exceed the expiration of the Revolving Loan Period, the Borrower shall not be entitled to receive any further AdvanceBorrowing Base. The Revolving Loan may revolve during Borrower’s obligation to pay the Revolving Period; accordingly, during the Revolving Loan Period, the Borrower may borrow up to the Permitted Loan Limit, repay all or any portion of such principal amount, and re-borrow up to the Permitted Loan Limit, subject to the terms and conditions set forth herein.
(b) The Revolving Loan Advances shall be evidenced by the Revolving Note and shall be due and payable as required by Section 4.7(k). The Borrower shall not be liable under the Revolving Note except with respect to funds actually advanced secured pursuant to the Security Documents. Within the limits set forth in this Section, the Borrower by GDBmay borrow, prepay pursuant to 2.12 hereof and reborrow. The Revolving Note shall bear interest from be due and payable in full on the Termination Date. The Borrower agrees to comply with the following procedures in requesting Advances under this Section:
(a) The Borrower shall make each request for an Advance to the Lender before 1:00 p.m. (Minneapolis time) of the day of the requested Advance. Requests may be made in writing or by telephone, specifying the date thereof on of the unpaid principal balance requested Advance and the amount thereof, from time to time outstanding, at . Each request shall be by (i) any officer of the Borrower; or
(ii) any person designated as the Borrower’s agent by any officer of the Borrower in a fluctuating interest rate equal writing delivered to the Revolving Loan Interest RateLender; or (iii) any person whom the Lender reasonably believes to be an officer of the Borrower or such a designated agent.
(cb) (i) From and after Upon fulfillment of the Revolving Loan Maturity Dateapplicable conditions set forth in Article IV hereof, (ii) upon the failure Lender shall disburse the proceeds of Borrower to pay any interest within (10) days after such interest is due with respect the requested Advance by crediting the same to the Revolving Loan prior Borrower’s demand deposit account maintained with the Lender unless the Lender and the Borrower shall agree in writing to another manner of disbursement. Upon the Lender’s request, the Borrower shall promptly confirm each telephonic request for an Advance by executing and delivering an appropriate confirmation certificate to the occurrence Lender. The Borrower shall repay all Advances even if the Lender does not receive such confirmation and even if the person requesting an Advance was not in fact authorized to do so. Any request for an Advance, whether written or telephonic, shall be deemed to be a representation by the Borrower that the conditions set forth in Section 4.2 hereof have been satisfied as of any Default or Event the time of Default, orthe request.
Appears in 1 contract
Revolving Loan. (a) Subject to the terms and conditions hereof, and relying on the representations, covenants and warranties of the Borrower contained herein, GDB agrees, from time to time, during the Revolving Period to lend to the Borrower under the Revolving Loan upon its request up to the aggregate principal amount of the Permitted Loan Limit for the Borrower's working capital needs for the operation of the Premises. During the Revolving Period, the Borrower shall be entitled to receive the entire proceeds of the Revolving Loan in one or more Advances pursuant to this Section 4.7 hereof, except as otherwise specifically set forth in this Agreement. After , Lender agrees to make revolving loans (each a "Revolving Loan" and collectively "Revolving Loans") to the expiration Borrower from time to time on any Business Day during the period from the date of this Agreement up to, but not including, the Termination Date of the Revolving Loan PeriodCommitment in an amount for each such Revolving Loan not to exceed the Unused Revolving Loan Commitment Amount on such Business Day; provided, however, that at no time shall the aggregate outstanding principal balance of all Revolving Loans plus the Available Amount plus any unpaid Reimbursement Obligations exceed the Borrowing Base as in effect prior to the making of such Revolving Loan. So long as (i) the Borrower shall is in compliance with all the terms and conditions of this Agreement, (ii) no Default or Event of Default has occurred and is continuing (whether or not be entitled to receive any further Advance. The Revolving Loan may revolve during Lender has accelerated payment of the Revolving Period; accordinglyLoans) or would result, during the Revolving Loan Periodand (iii) all other conditions set forth in Article 3 have been satisfied, the Borrower may borrow up borrow, pay, prepay (pursuant to the Permitted Loan Limit, repay all or any portion of such principal amountSection 2.1(d)), and re-borrow up to the Permitted Loan Limit, subject to the terms and conditions set forth hereinunder this Section 2.1.
(b) The Revolving Loan Loans shall be evidenced by by, and repaid with interest in accordance with, the promissory note of the Borrower, substantially in the form of Exhibit A hereto (such promissory note is referred to herein as the "Revolving Note and shall be due and payable as required by Section 4.7(kLoan Note"). The Borrower shall not be liable under the Revolving Note except with respect to funds actually advanced to the Borrower by GDB. The Revolving Note issued to Lender shall bear interest from (i) be executed by the Borrower, (ii) be payable to Lender and be dated the date thereof on the unpaid of this Agreement, (iii) be in a stated principal balance thereof, from time to time outstanding, at a fluctuating interest rate amount equal to the Revolving Loan Interest RateCommitment, and be payable in the outstanding principal amount of the Revolving Loans evidenced thereby, (iv) mature on the Maturity Date of the Revolving Loans, (v) bear interest as provided in Section 2.5, and (vi) be entitled to the benefits of this Agreement and the other Loan Documents. The Borrower hereby authorizes Lender to record on the Revolving Loan Note or in its internal computerized records the amount of each Revolving Loan and of each payment of principal received by Lender on account of the Revolving Loans, which recordation shall, in the absence of manifest error, be conclusive as to the outstanding principal balance of the Revolving Loans evidenced thereby and shall be considered correct and binding on the Borrower provided, however, that the failure to make such recordation with respect to any Revolving Loan or payment shall not limit or otherwise affect the obligations of the Borrower under this Agreement or the Revolving Loan Note. The Revolving Loan Note amends, restates and replaces in its entirety the Existing Revolving Loan Notes provided, however, that the amendment, restatement and replacement of the Existing Revolving Loan Notes shall in no way be construed as a novation of the Borrower's indebtedness evidenced by the Existing Revolving Loan Notes.
(c) The Borrower shall establish a loan account with Lender which account shall be deemed to be the Revolving Loan Account. Insofar as the Borrower may request and the Lender shall make Revolving Loans hereunder, the Lender shall enter such loans as debits to the Revolving Loan Account and shall deposit such loans in the operating account of the Borrower maintained with the Lender. The Lender shall also record in the Revolving Loan Account, in accordance with customary accounting procedures, (i) From all other charges, expenses and after other Liens properly chargeable to the Borrower for which the Lender debits the Revolving Loan Maturity DateAccount, (ii) upon all payments made on account of the failure Revolving Loans, (iii) all proceeds of Collateral which are finally paid to the Lender in its office in cash, and (iv) other appropriate debits and credits. The Revolving Loan Account shall reflect the amount of the Borrower's Indebtedness to the Lender from time to time by reason of the Revolving Loans less Revolving Loan repayments, and other appropriate charges hereunder.
(d) The Borrower may prepay the Revolving Loans, in whole or in part, together with accrued interest to the date of prepayment on the amount prepaid (i) with respect to any principal portion that bears interest with reference to the Base Rate, on any Business Day, without Make-Whole Premium, and (ii) with respect to any principal portion that bears interest with reference to LIBOR either (1) on the last Business Day of the Interest Period applicable to the portion being prepaid, without Make-Whole Premium or (2) on any other Business Day, together with the Make-Whole Premium.
(e) The Borrower shall pay to the Lender, a fee (the "Revolving Loan Unused Line Fee") equal to .0025% per annum times the average daily unused portion of the Revolving Loan Commitment for the period from the Closing Date through and including the Maturity Date of the Revolving Loans or any interest earlier date of termination in full of the Revolving Loan Commitment. The Revolving Loan Unused Line Fee shall be payable quarterly in arrears within ten (10) days after such interest is due with respect to of the end of each fiscal quarter of the Borrower and on the Maturity Date of the Revolving Loans or any earlier date of termination in full of the Revolving Loan prior to the occurrence of any Default or Event of Default, orCommitment.
Appears in 1 contract
Samples: Commercial Loan and Security Agreement (Trans Lux Corp)
Revolving Loan. (a) Subject to the terms of this AGREEMENT and conditions hereofthe maximum amount available at any time under the BORROWING BASE, and relying on the representations, covenants and warranties of the Borrower contained herein, GDB agrees, from time to time, during the Revolving Period BANKS with a REVOLVING LOAN COMMITMENT severally agree to lend to the Borrower under the Revolving Loan upon its request up to the aggregate principal amount of the Permitted Loan Limit for the Borrower's working capital needs for the operation of the Premises. During the Revolving Period, the Borrower shall be entitled to receive the entire proceeds of the Revolving Loan in one or more Advances pursuant to this Section 4.7 hereof, except as otherwise specifically set forth in this Agreement. After the expiration of the Revolving Loan Period, the Borrower shall not be entitled to receive any further Advance. The Revolving Loan may revolve during the Revolving Period; accordingly, during the Revolving Loan Period, the Borrower may borrow up to the Permitted Loan Limit, repay all or any portion of such principal amount, and re-borrow up to the Permitted Loan Limit, subject to the terms and conditions set forth herein.
(b) The Revolving Loan shall be evidenced by the Revolving Note and shall be due and payable as required by Section 4.7(k). The Borrower shall not be liable under the Revolving Note except with respect to funds actually advanced to the Borrower by GDB. The Revolving Note shall bear interest from the date thereof on the unpaid principal balance thereofBORROWER, from time to time outstanding, at a fluctuating interest rate equal until the LOAN TERMINATION DATE applicable to the Revolving Loan Interest Rate.
(c) REVOLVING LOAN and up to their respective REVOLVING LOAN COMMITMENTS, such sums as BORROWER may request, but which sums shall not collectively exceed in the aggregate principal amount at any time outstanding the lesser of (i) From and after the Revolving Loan Maturity Date, amount available under the BORROWING BASE or (ii) upon Ten Million and No/100 Dollars ($10,000,000.00). The aggregate maximum principal amount outstanding on the failure REVOLVING LOAN at any time may never exceed the amount of Borrower to pay any interest within (10) days after such interest is due with respect the TOTAL REVOLVING LOAN COMMITMENT or the amount then derived from the BORROWING BASE. Subject to the Revolving Loan prior conditions and limitations set forth in this AGREEMENT, advances and readvances under the REVOLVING LOAN (collectively, “Advances”) will be made to BORROWER, from time to time during the period commencing on the date of this AGREEMENT to but not including the LOAN TERMINATION DATE applicable to the REVOLVING LOAN, unless extended by written agreement between BANKS, AGENT and BORROWER. So long as no EVENT OF DEFAULT has occurred and is continuing, BORROWER may, from the date of this AGREEMENT through the LOAN TERMINATION DATE applicable to the REVOLVING LOAN, borrow, repay and reborrow sums not to exceed at any time outstanding the lesser of (1) the maximum principal amount available as provided for above as of the relevant date or (2) the BORROWING BASE as of the relevant date. In addition to the foregoing, the REVOLVING LOAN shall be deemed to automatically terminate, and all amounts outstanding under the REVOLVING LOAN shall become immediately due and payable, if the occurrence of an EVENT OF DEFAULT (as defined in this AGREEMENT or any Default or Event of Default, orother LOAN DOCUMENT) causes the REVOLVING LOAN to become immediately due and payable.
Appears in 1 contract
Revolving Loan. (a) Subject to the terms and conditions hereof, and relying on the representations, covenants and warranties of the Borrower contained herein, GDB agrees, from time to time, during the Revolving Period to lend to the Borrower under the Revolving Loan upon its request up to the aggregate principal amount of the Permitted Loan Limit for the Borrower's working capital needs for the operation of the Premises. During the Revolving Period, the Borrower shall be entitled to receive the entire proceeds of the Revolving Loan in one or more Advances pursuant to this Section 4.7 hereof, except as otherwise specifically set forth in this Agreement. After the expiration of the Revolving Loan Period, the Borrower shall not be entitled to receive any further Advance. The Revolving Loan may revolve during the Revolving Period; accordingly, during the Revolving Loan Period, the Borrower may borrow up to the Permitted Loan Limit, repay all or any portion of such principal amount, and re-borrow up to the Permitted Loan LimitLender hereby establishes, subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties made herein by the Borrowers, a revolving line of credit in favor of the Borrowers, as a group and not individually, in the aggregate principal amount of up to TWENTY-EIGHT MILLION AND 00/100 DOLLARS ($28,000,000.00); provided, however, Lender shall retain as a non-disbursed reserve from the Revolving Line of Credit an amount equal to the sum of the Letter of Credit Reserve and Credit Card Obligations, and agrees to make and remake advances thereunder to the Borrowers, upon the terms and conditions set forth hereinin this Agreement, from time to time on any Business Day during the period from the date hereof through the Termination Date. Subject to Section 2.6 and Article III, the Borrowers may borrow, repay and reborrow any amount of the Revolving Line of Credit at any time prior to the Termination Date. The Borrowers shall give the Lender prior notice of the amount of any desired advance and the date the funds are to be received by any Borrower. In the event that the Borrowers desire to receive the proceeds of an advance of the Revolving Line of Credit on the same banking day of its request therefor, the Borrowers must give the Lender notice of such advance not later than 12:00 noon, North Carolina time. Notwithstanding the foregoing, the Lender shall have no obligation to lend funds at any time when (i) a Default has occurred and the Borrowers have not commenced with diligence all efforts to remedy such Default; (ii) an Event of Default exists, or (iii) the making of such advance would or could result in the occurrence of a Default or an Event of Default.
(b) The Revolving Loan shall be evidenced by the Revolving Note and shall be due and payable as required by Section 4.7(k). The Borrower shall not be liable Requests for an advance under the Revolving Note except with respect to funds actually advanced to the Borrower by GDBLine of Credit may be oral or written. The Revolving Note Borrowers hereby irrevocably authorize the Lender to disburse the proceeds of each draw under this Agreement in accordance with the terms of any (i) written instructions received by the Lender from any duly authorized officer of any Borrower, or (ii) telephone instructions from any Borrower's duly authorized officers or other authorized persons. The Borrowers shall bear interest from the date thereof on the unpaid principal balance thereof, designate from time to time outstanding, at a fluctuating interest rate equal in writing to Lender which of its officers or other representatives shall be duly authorized to request advances pursuant to this Agreement. Such notification shall be pursuant to the Revolving Loan Interest Rate.disbursement authorization attached as Exhibit D.
(c) (i) From and after The Lender shall not charge any interest, fee or other charge for the unadvanced portion of the Revolving Loan Maturity Date, (ii) upon the failure Line of Borrower to pay any interest within (10) days after such interest is due with respect to the Revolving Loan prior to the occurrence of any Default or Event of Default, orCredit.
Appears in 1 contract
Revolving Loan. (a) Subject to the terms and conditions hereof, and relying on the representations, covenants and warranties of the Borrower contained herein, GDB agrees, from time to time, during the Revolving Period to lend to the Borrower under the Revolving Loan upon its request up to the aggregate principal amount of the Permitted Loan Limit for the Borrower's working capital needs for the operation of the Premises. During the Revolving Period, the Borrower shall be entitled to receive the entire proceeds of the Revolving Loan in one or more Advances pursuant to this Section 4.7 hereof, except as otherwise specifically set forth in this Agreement. After Agreement and so long as no Default or Event of Default exists, Lender agrees to make advances (each a "Revolving Advance" and collectively "Revolving Advances") to Borrower from time to time during the expiration period from the date of the Revolving Loan Periodthis Agreement up to, but not including, the Borrower Maturity Date; provided, however, that at no time shall not be entitled the -------- ------- aggregate outstanding principal balance of all Revolving Advances exceed the Credit Availability. Subject to receive any further Advance. The Revolving Loan may revolve during the Revolving Period; accordinglylimits of this Agreement, during the Revolving Loan Period, the Borrower may borrow up borrow, pay, prepay (pursuant to the Permitted Loan Limit, repay all or any portion of such principal amountSection 2.1(d) below), and re-borrow up under this Section 2.1. Any formulas or advance rates contained within or comprising the Borrowing Base may be increased or decreased at any time and from time to time by Lender in its discretion.
(b) Notwithstanding the Permitted Loan Limitprovisions of Section 2.1(a), Lender may, in its sole discretion and subject to the terms and conditions set forth herein.
(b) The Revolving Loan shall be evidenced by in this Agreement or any other conditions which Lender may impose in its sole discretion, including without limitation the Revolving Note and shall be due and payable as required by Section 4.7(k). The payment of fees, an increased interest rate, or posting of additional collateral, make temporary advances in excess of the Borrowing Base to Borrower shall not be liable under the Revolving Note except with respect to funds actually advanced to the Borrower by GDB. The Revolving Note shall bear interest from the date thereof on the unpaid principal balance thereof, from time to time (each such temporary Revolving Advance is referred to herein as an "Overadvance"), provided that in no event shall the aggregate principal amount of outstanding Overadvances, when combined with the outstanding principal amount of all other Revolving Advances exceed the Commitment. To the extent that the Borrowing Base increases at any time during which an Overadvance is outstanding, the portion of the Overadvance which, as a result of such increase, would be available for borrowing under Section 2.1(a) shall be deemed to be prepaid as of the date of such increase and reborrowed as a Revolving Advance under Section 2.1(a) as of such date. To the extent that the Borrowing Base decreases at any time, the portion of the outstanding Revolving Advances which exceeds the Borrowing Base as a fluctuating interest rate equal result of such decrease shall be deemed, subject to the Revolving Loan Interest Rateprovisions of this Agreement, to be prepaid as of the date of such decrease and reborrowed as an Overadvance under this Section 2.1(b) as of such date. Nothing contained in this Section 2.1(b) or elsewhere in this Agreement shall constitute or be deemed to constitute a commitment or agreement by Lender to make any Overadvances, nor shall the making of an Overadvance at any time or from time to time constitute or be deemed to constitute a course of dealing by Lender with respect to Overadvances.
(c) All Revolving Advances shall be evidenced by, and repaid with interest in accordance with a single promissory note of Borrower in the form of Exhibit A --------- hereto, duly completed, executed, and delivered to Lender, in the principal amount of up to U.S. $2,000,000, dated the date of this Agreement, payable to Lender on the Maturity Date (such promissory note is referred to herein as the "Revolving Credit Note"). Borrower hereby authorizes Lender to record on the Revolving Credit Note or in its internal computerized records the amount of each Revolving Advance and of each payment of principal received by Lender on account of the Revolving Loan, which recordation shall, in the absence of manifest error, be conclusive as to the outstanding principal balance of the Revolving Loan and shall be considered correct and binding on Borrower provided, however, ------------------ that the failure to make such recordation with respect to any Revolving Advance or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note.
(d) Borrower may, upon sixty (60) days written notice to Lender, irrevocably reduce the Commitment, in whole or in part, together with (i) From if a prepayment accompanies or is required in connection with such reduction, accrued interest to the date of prepayment on the amount prepaid and after the Revolving Loan Maturity Date, (ii) upon a fee equal to (1) three percent (3%) of the failure amount by which the commitment is reduced if the reduction occurs on or prior to October 30, 1999, (2) two percent (2%) of the amount by which the commitment is reduced if such reduction occurs on or after October 31, 1999 and prior to October 31, 2000, and (3) one percent (1%) of the amount by which the commitment is reduced if such prepayment and reduction occurs on or after October 31, 2000 but prior to October 31, 2001.
(e) Until Lender exercises its rights to collect the Receivables as provided for in this Agreement, Borrower to may continue its present policies for returned merchandise and adjustments, but shall promptly notify Lender of any credits, adjustments or disputes arising about the goods or services represented by Receivables. In any event, Borrower will immediately pay any interest within Lender from its own funds (10) days after such interest is due with respect and not from the proceeds of Receivables), for application to the Revolving Loan prior Loans, an amount equal to any credit or adjustment made to any Eligible Receivables; provided, however, that so long as Borrower is not in default hereunder, such payment need not be made if Borrower shall have, after making such credit or adjustment, sufficient Eligible Receivables to maintain the occurrence aggregate outstanding balance of any Default or Event of Default, orthe Revolving Loans under the Borrowing Base.
Appears in 1 contract
Samples: Loan Agreement (SBM Industries Inc)
Revolving Loan. (a) Subject to the terms and conditions hereofof this Agreement, and relying on so long as no Potential Default or Event of Default has occurred and is continuing: REVOLVING LOAN AND SECURITY AGREEMENT 9
(a) From the representationsdate hereof until the Maturity Date, covenants and warranties or such future date to which the Maturity Date may be extended, the Bank agrees to extend to Borrower a revolving credit line in the amount of the Borrower contained hereinBorrowing Base; provided, GDB agreeshowever, from time that in no event shall the aggregate sum of all advances made by the Bank to time, during the Revolving Period to lend to the Borrower under the Revolving Loan upon its request up to the aggregate principal amount of the Permitted Loan Limit for the Borrower's working capital needs for the operation of the Premises. During exceed the Revolving Period, the Borrower shall be entitled to receive the entire proceeds of the Revolving Loan in one or more Advances pursuant to this Section 4.7 hereof, except as otherwise specifically set forth in this AgreementLine Limit. After the expiration of the Revolving Loan Period, the Borrower shall not be entitled to receive any further Advance. The Revolving Loan may revolve during the Revolving Period; accordingly, during the Revolving Loan PeriodWithin such limits, the Borrower may borrow up to the Permitted Loan Limitborrow, repay all or any portion of such principal amountrepay, and re-borrow up to reborrow hereunder, from the Permitted Loan Limit, subject to date of this Agreement until the terms and conditions set forth hereinMaturity Date.
(b) The Each request by a Borrower for an advance under the Revolving Loan shall be evidenced received by a duly authorized representative of Bank not later than 11:00 a.m. Texas time, on the date of the requested advance, which shall be on a Business Day. Further, each such request for advance shall be in writing and shall specify: (i) the amount of the requested advance; and (ii) the proposed date of the advance (which shall be a Business Day). Bank, at its option, may accept telephonic requests for advances, provided that such acceptance shall not constitute a waiver of the Bank’s right to delivery of a written notice in connection with subsequent advances and further provided that all such telephonic requests are immediately confirmed by the Revolving Note and Borrower in writing, whether by facsimile or otherwise. Bank shall be due and payable as required by Section 4.7(k). The Borrower shall not be liable under the Revolving Note except with respect to funds actually advanced make such advances available to the Borrower by GDBdepositing the same, in immediately available funds, in an account of Borrower maintained with Bank, or by such other means as is acceptable to Bank and Borrower. The Revolving Note shall bear A responsible officer of Borrower may call Bank before delivering a request for advance to receive an indication of the interest from rates then in effect, but the date thereof on indicated rates do not bind Bank or affect the unpaid principal balance thereof, from time to time outstanding, at a fluctuating interest rate equal to the Revolving Loan Interest Ratethat is actually in effect when Borrower delivers its Notice of Borrowing.
(c) (i) From and after the Revolving Loan Maturity Date, (ii) upon the failure of Borrower to pay any interest within (10) days after such interest is due with respect to the Revolving Loan prior to the occurrence of any Default or Event of Default, or
Appears in 1 contract
Samples: Revolving Loan and Security Agreement (Ironclad Performance Wear Corp)
Revolving Loan. On the terms and subject to the conditions contained in this Loan Agreement, Lender agrees to make revolving advances to Borrower (aeach, a "Revolving Advance") from time to time on any Business Day during the period from the date hereof until the Revolving Loan Termination Date in an aggregate principal amount at any time outstanding for all such Revolving Advances not to exceed the Revolving Commitment. Each borrowing of a Revolving Advance (other than a Revolving Advance made on the Amendment Closing Date) shall be made on notice (substantially in the form of Exhibit B hereto) given by Borrower to Lender not later than 9:00 a.m. (prevailing Chicago time) not less than five (5) Business Days prior to the date of such proposed borrowing. On the Amendment Closing Date, Borrower shall make a borrowing of a Revolving Advance in an amount not less than $750,000. Thereafter, each borrowing of a Revolving Advance shall be in an aggregate amount of not less than $200,000 and in increments of $50,000. Borrower may not borrow more than two (2) Revolving Advances in any calendar month. On and after the Amendment Closing Date, the proceeds of each Revolving Advance shall be used solely to pay (i) fees, expenses and other amounts due hereunder, (ii) operating expenses incurred by Borrower in the ordinary course of business after the Amendment Closing Date, (ii) accounts payable that (A) were incurred by Borrower in the ordinary course of business prior to the Amendment Closing Date, (B) are owed to Persons that are not Affiliates of Borrower and (C) were incurred in accordance with the Cash Flow Forecast, and (iii) up to $350,000 of additional Borrower's accounts payable payables owed by the Borrower to radio stations for media purchases outstanding as of the Amendment Closing Date. Subject to the terms and conditions hereofcontained in this Loan Agreement, and relying on the representations, covenants and warranties of the Borrower contained herein, GDB agrees, from time to time, during the Revolving Period to lend to the Borrower under the Revolving Loan upon its request up to repaid may be reborrowed by Borrower under this Section 2.1(b). Borrower shall repay the aggregate entire unpaid principal amount of the Permitted Loan Limit for the Borrower's working capital needs for the operation of the Premises. During the Revolving PeriodLoan, the Borrower shall be entitled to receive the entire proceeds of plus any fees and interest thereon, in full on the Revolving Loan in one or more Advances pursuant to this Section 4.7 hereof, except as otherwise specifically set forth in this Agreement. After the expiration of the Revolving Loan Period, the Borrower shall not be entitled to receive any further Advance. The Revolving Loan may revolve during the Revolving Period; accordingly, during the Revolving Loan Period, the Borrower may borrow up to the Permitted Loan Limit, repay all or any portion of such principal amount, and re-borrow up to the Permitted Loan Limit, subject to the terms and conditions set forth hereinTermination Date.
(b) The Revolving Loan shall be evidenced by the Revolving Note and shall be due and payable as required by Section 4.7(k). The Borrower shall not be liable under the Revolving Note except with respect to funds actually advanced to the Borrower by GDB. The Revolving Note shall bear interest from the date thereof on the unpaid principal balance thereof, from time to time outstanding, at a fluctuating interest rate equal to the Revolving Loan Interest Rate.
(c) (i) From and after the Revolving Loan Maturity Date, (ii) upon the failure of Borrower to pay any interest within (10) days after such interest is due with respect to the Revolving Loan prior to the occurrence of any Default or Event of Default, or"
Appears in 1 contract
Samples: Loan Agreement (Swmx, Inc.)
Revolving Loan. (a) Subject to the terms and conditions hereof, and relying on the representations, covenants and warranties of the Borrower contained herein, GDB agrees, from time to time, during the Revolving Period to lend to the Borrower under the Revolving Loan upon its request up to the aggregate principal amount of the Permitted Loan Limit for the Borrower's working capital needs for the operation of the Premises. During the Revolving Period, the Borrower shall be entitled to receive the entire proceeds of the Revolving Loan in one or more Advances pursuant to this Section 4.7 hereof, except as otherwise specifically set forth in this Agreement, Lenders severally, but not jointly, agree to make revolving loans (each a "Revolving Loan" and collectively "Revolving Loans") to the Borrower from time to time during the period from the date of this Agreement up to, but not including, the Maturity Date; provided, however, that at no time shall the aggregate outstanding principal balance of all Revolving Loans plus the Available Amount plus any unpaid Reimbursement Obligations exceed the Borrowing Base as in effect prior to the making of such Revolving Loan. After So long as (i) the expiration Borrower is in compliance with all the terms and conditions of this Agreement, (ii) no Default or Event of Default has occurred and is continuing (whether or not Lenders have accelerated payment of the Revolving Loan PeriodLoans) or would result, the Borrower shall not be entitled to receive any further Advance. The Revolving Loan may revolve during the Revolving Period; accordingly, during the Revolving Loan Periodand (iii) all other conditions set forth in Article 3 have been satisfied, the Borrower may borrow up borrow, pay, prepay (pursuant to the Permitted Loan Limit, repay all or any portion of such principal amountSection 2.1(d)), and re-borrow up to the Permitted Loan Limit, subject to the terms and conditions set forth hereinunder this Section 2.1.
(b) The Revolving Loan Loans shall be evidenced by by, and repaid with interest in accordance with, two promissory notes of the Borrower, each substantially in the forms of Exhibits A-1 and A-2 hereto (each such promissory note is referred to herein as a "Revolving Note and shall be due and payable as required by Section 4.7(kLoan Note"). The Borrower shall not be liable under the Revolving Note except with respect to funds actually advanced to the Borrower by GDB. The Revolving Note issued to each Lender shall bear interest from (i) be executed by the Borrower, (ii) be payable to such Lender and be dated the date thereof on the unpaid of this Agreement, (iii) be in a stated principal balance thereof, from time to time outstanding, at a fluctuating interest rate amount equal to the Revolving Loan Interest RateCommitment of such Lender, and be payable in the outstanding principal amount of the Revolving Loans evidenced thereby, (iv) mature on the Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.3 in respect of the Base Rate Loans and LIBOR Rate Loans, as the case may be, evidenced thereby, and (vi) be entitled to the benefits of this Agreement and the other Loan Documents. The Borrower hereby authorizes each Lender to record on its Revolving Loan Note or in its internal computerized records the amount of each Revolving Loan and of each payment of principal received by such Lender on account of the Revolving Loans, which recordation shall, in the absence of manifest error, be conclusive as to the outstanding principal balance of the Revolving Loans evidenced thereby and shall be considered correct and binding on the Borrower provided, however, that the failure to make such recordation with respect to any Revolving Loan or payment shall not limit or otherwise affect the obligations of the Borrower under this Agreement or any Revolving Loan Note.
(c) The Borrower shall establish a loan account with Agent which account shall be deemed to be the Revolving Loan Account. Insofar as the Borrower may request and the Lenders shall make Revolving Loans hereunder, the Agent shall enter such loans as debits to the Revolving Loan Account and shall deposit such loans in the operating account of the Borrower maintained with the Agent. The Agent shall also record in the Revolving Loan Account, in accordance with customary accounting procedures, (i) From all other charges, expenses and after other Liens properly chargeable to the Borrower for which the Agent debits the Revolving Loan Maturity DateAccount, (ii) upon all payments made on account of the failure Revolving Loans, (iii) all proceeds of Collateral which are finally paid to the Agent in its office in cash, and (iv) other appropriate debits and credits. The Revolving Loan Account shall reflect the amount of the Borrower's Indebtedness to the Lenders from time to time by reason of the Revolving Loans less Revolving Loan repayments, and other appropriate charges hereunder.
(d) The Borrower may prepay the Revolving Loans, in whole or in part, together with accrued interest to the date of prepayment on the amount prepaid (i) with respect to any principal portion that bears interest with reference to the Base Rate, on any Business Day, without Make- Whole Premium, and (ii) with respect to any principal portion that bears interest with reference to LIBOR either (1) on the last Business Day of the Interest Period applicable to the portion being prepaid, without Make-Whole Premium or (2) on any other Business Day, together with the Make- Whole Premium.
(e) The Borrower shall pay to the Agent, for the pro rata account of the Lenders in accordance with their respective Revolving Loan Commitments, a fee (the "Unused Line Fee") equal to the rate per annum specified for the Unused Line Fee (bps) in the table in Section 2.3 times the average daily unused portion of the Revolving Loan Commitments for the period from the Closing Date through and including the Maturity Date or any interest earlier date of termination in full of the Revolving Loan Commitments. The Unused Line Fee shall be payable quarterly in arrears within ten (10) days after such interest is due with respect to of the end of each fiscal quarter of the Borrower and on the Maturity Date or any earlier date of termination in full of the Revolving Loan prior to the occurrence of any Default or Event of Default, orCommitments.
Appears in 1 contract
Samples: Commercial Loan and Security Agreement (Trans Lux Corp)
Revolving Loan. (a) Subject to the terms and conditions hereofto, and relying on upon the representationsterms, conditions, covenants and warranties of the Borrower agreements contained herein, GDB agreesand in reliance upon the covenants, agreements, representations and warranties of Borrowers set forth herein, and provided that at the time of any proposed borrowing hereunder no Default exists, Bank agrees to lend to Borrowers, and Borrowers may borrow, repay and reborrow, at any time and from time to time, during the Revolving Period time prior to lend to the Borrower under the Revolving Loan upon its request Maturity Date (in the form of Revolving Credit Advances or of letters of credit issued on behalf of Borrowers) up to, but not exceeding, an aggregate amount (including the outstanding principal balance of all Revolving Credit Advances and the face amounts of all outstanding letters of credit), equal to the aggregate principal amount lesser of Ten Million and No/100 Dollars ($10,000,000.00) or the Permitted Loan Limit for the Borrower's working capital needs for the operation of the PremisesBorrowing Base. During the Each Revolving Period, the Borrower shall be entitled to receive the entire proceeds of the Revolving Loan in one or more Advances pursuant to this Section 4.7 hereof, except as otherwise specifically set forth in this Agreement. After the expiration of the Revolving Loan Period, the Borrower shall not be entitled to receive any further Advance. The Revolving Loan may revolve during the Revolving Period; accordingly, during the Revolving Loan Period, the Borrower may borrow up to the Permitted Loan Limit, repay all or any portion of such principal amount, and re-borrow up to the Permitted Loan Limit, subject to the terms and conditions set forth herein.
(b) The Revolving Loan Credit Advance shall be evidenced by the Revolving Note. Notwithstanding any provision of this Agreement or of the Revolving Note to the contrary, Bank shall not be required to make any Advance under the Revolving Note which would result, together with the face amounts of all letters of credit issued by Bank, in an aggregate amount outstanding thereunder in excess of the Borrowing Base. Except to the extent prohibited by law, any such payment shall be considered an Advance under the Revolving Loan. All letters of credit to be issued hereunder shall be at the sole discretion of, and upon such terms as are reasonably acceptable to, Bank and subject to the provisions of Section 2.7 hereof. Bank’s business records shall be prima facie evidence of the unpaid principal amount of the Revolving Note, and the amount of accrued but unpaid interest. The principal of and interest to accrue on the Revolving Note shall be due and payable as required by Section 4.7(k). The Borrower shall not be liable under the Revolving Note except with respect to funds actually advanced to the Borrower by GDB. The Revolving Note shall bear follows: Accrued but unpaid interest from the date thereof on the unpaid principal balance thereof, from time to time outstanding, at a fluctuating interest rate equal to of the Revolving Loan Interest Rate.
Note shall be due and payable monthly as it accrues, beginning on July 1, 2023, and continuing regularly and monthly on the first (c1st) (i) From and after day of each month thereafter until the Revolving Loan Maturity Date, (ii) upon at which time the failure outstanding principal amount advanced under the Revolving Note, together with all accrued but unpaid interest, shall mature and be finally due and payable. All Revolving Credit Advances, and all renewals, extensions, modifications and rearrangements of Borrower the Revolving Note, if any, shall be deemed to pay any interest within (10) days after such interest is due with respect have been made pursuant to this Agreement and, accordingly, shall be subject to the terms, conditions and provisions hereof, and Borrowers shall be deemed to have ratified, as of the date of each Revolving Loan prior Credit Advance and each renewal, extension, modification or rearrangement, all of the representations, covenants, warranties, promises and agreements set forth herein as of such date. Bank shall never be required to modify, renew, extend or rearrange the occurrence Revolving Note, regardless of whether any Default or Event of Default, orhas ever occurred.
Appears in 1 contract
Revolving Loan. (a) Subject Under and subject to the terms and -------------- conditions of this Agreement and within the Revolving Loan Limit and as requested by an authorized officer of Borrower from time to time through but not including the Revolving Loan Termination Date, Bank hereby establishes a Revolving Loan facility (the "Revolving Loan") pursuant to which Bank will from time to time make cash advances to and issue Letters of Credit for the account of Borrower. Unless sooner terminated pursuant to any other provision of this Agreement, the Revolving Loan will terminate and the entire principal balance of the Revolving Loan, together with all unpaid accrued interest thereon, shall be repaid on the Revolving Loan Termination Date, without notice or demand. This shall include, as to Letters of Credit outstanding on the Revolving Loan Termination Date, payment by Borrower to Bank on the Revolving Loan Termination Date of cash or cash equivalents acceptable to Bank in an amount equal to the face amount of all outstanding Letters of Credit. Each advance under the Revolving Loan shall be made or issued following the giving of notice by an authorized officer of Borrower to Bank (which notice shall, subject to the provisions of Sections 2.04(A)(v) and 2.11 hereof, be given not later than one (1) Business Day preceding the Business Day on which such cash advance is required and not later than three (3) Business Days preceding the Business Day on which such Letter of Credit is required), specifying the date of borrowing and the amount thereof. Subject to the provisions of Section 2.04(B)(2)(iii) hereof, cash advance shall be in multiples of $1,000.00. Requests for advances may be made via telecopy or telephonically, and Bank shall be fully justified in relying on the representationsthereon. Upon fulfillment of all applicable conditions to such advance set forth herein, covenants and warranties of Bank will make such funds available to the Borrower contained herein, GDB agrees, at Bank's main office by depositing same in Borrower's deposit account with Bank or issuing such Letter of Credit. The outstanding principal balance under the Revolving Loan may fluctuate from time to time, during the Revolving Period to lend be reduced by repayments made by Borrower, to the Borrower under the Revolving Loan upon its request up be increased by future loans, advances and extensions of credit which may be made by Bank, to the aggregate principal amount of the Permitted Loan Limit or for the benefit of Borrower's working capital needs for the operation of the Premises. During the Revolving Period, the Borrower shall be entitled to receive the entire proceeds of the Revolving Loan in one or more Advances pursuant to this Section 4.7 hereof, except as otherwise specifically set forth in this Agreement. After the expiration of the Revolving Loan Period, the Borrower shall not be entitled to receive any further Advance. The Revolving Loan may revolve during the Revolving Period; accordingly, during the Revolving Loan Period, the Borrower may borrow up to the Permitted Loan Limit, repay all or any portion of such principal amount, and re-borrow up to the Permitted Loan Limit, subject to the terms and conditions set forth herein.
(b) The Revolving Loan shall be evidenced by the Revolving Note and shall be due and payable as required by Section 4.7(k). The Borrower shall not be liable under the Revolving Note except with respect to funds actually advanced to the Borrower by GDB. The Revolving Note shall bear interest from the date thereof on the unpaid principal balance thereof, from time to time outstanding, at a fluctuating interest rate equal to the Revolving Loan Interest Rate.
(c) (i) From and after the Revolving Loan Maturity Date, (ii) upon the failure of Borrower to pay any interest within (10) days after such interest is due with respect to the Revolving Loan prior to the occurrence of any Default or Event of Default, or
Appears in 1 contract
Revolving Loan. (a) Subject to Upon the terms and subject to the conditions hereof, Lender agrees to make available a revolving loan (the “Revolving Loan”) to Borrower of Forty Million and relying on No/100 Dollars ($40,000,000.00) (the representations“Revolving Loan Amount”). Borrower may obtain advances, covenants prepay and warranties obtain new advances under the Revolving Loan, subject to the prepayment provisions of Section 2.2. Lender agrees to make available to Borrower, as a subfeature of the Revolving Loan, up to Four Million and No/100 Dollars ($4,000,000.00) of open-ended bank guarantees (the “Open Ended Bank Guarantees”), on terms acceptable to Lender in its sole discretion, in an amount not to exceed, with all other advances, Alternative Borrowing or Domestic Letters of Credit outstanding, the Revolving Loan Amount, it being understood and agreed that the amount available to be borrowed under the Revolving Loan shall be correspondingly reduced by the face amount of all Open Ended Bank Guarantees issued. The Open Ended Bank Guarantees shall be subject to annual renewal. On the Revolving Loan Maturity Date, Borrower contained hereinshall deposit sufficient funds to cash collateralize one hundred percent (100%) of Lender’s exposure under any outstanding Open Ended Bank Guarantees. Lender also agrees to make available to the Foreign Subsidiaries letters of credit, GDB agreesmulticurrency borrowings, bank guarantees, international allocation credits, and other products and services from time to time requested by the Borrower or such Foreign Subsidiaries to be provided to one or more Foreign Subsidiaries, on terms acceptable to Lender in its sole discretion (collectively, “Alternative Borrowing”), in an amount not to exceed, with all other advances, Open Ended Bank Guarantees or Domestic Letters of Credit outstanding, the Revolving Loan Amount, it being understood and agreed that the amount available to be borrowed under the Revolving Loan shall be correspondingly reduced by the face amount of all Alternative Borrowing issued. Further, Lender may, from time to time, during at the Revolving Period request of Borrower and on terms satisfactory to lend Lender and Borrower, provide letters of credit to the Borrower and its domestic affiliates and subsidiaries (“Domestic Letters of Credit”). The amount available to be borrowed under the Revolving Loan upon shall be reduced by the aggregate amount available to be drawn under any Domestic Letters of Credit, plus any unreimbursed amounts or letter of credit borrowings. In no event shall the amount outstanding under the Revolving Loan, including amounts outstanding from advances to Borrower or from Open Ended Bank Guarantees, Alternative Borrowing and Domestic Letters of Credit, exceed the Revolving Loan Amount. Lender shall charge an origination fee equal to a per annum basis of 0.50% of the face amount of any international letters of credit issued hereunder, payable in advance quarterly on the last day of the prior calendar quarter, as well as charge its request up standard issuance, documentation and examination fees therefore. All Alternative Borrowing shall have an expiration date no later than thirty-six (36) months from the date of issuance, unless Lender, in its sole discretion, consents in writing to a longer term for any such Alternative Borrowing on terms and conditions that are satisfactory to it. Lender shall have no obligation to issue Open Ended Bank Guarantees, Alternative Borrowing or Domestic Letters of Credit, or to amend, extend, renew or replace any Open Ended Bank Guarantees, Alternative Borrowing or Domestic Letters of Credit, unless it is in form and substance acceptable to Lender. The Alternative Borrowing shall be guaranteed by Borrower’s Guaranty dated December 23, 2010 (as amended), and the reference therein to the aggregate Loan in the principal amount of the Permitted Loan Limit for the Borrower's working capital needs for the operation of the Premises. During the Revolving Period, the Borrower $35,000,000.00 shall be entitled deemed amended to receive the entire proceeds of the $40,000,000.00 Revolving Loan in one or more Advances pursuant to this Section 4.7 hereof, except as otherwise specifically set forth in this Agreement. After the expiration of the Revolving Loan Period, the Borrower shall not be entitled to receive any further Advance. The Revolving Loan may revolve during the Revolving Period; accordingly, during the Revolving Loan Period, the Borrower may borrow up to the Permitted Loan Limit, repay all or any portion of such principal amount, and re-borrow up to the Permitted Loan Limit, subject to the terms and conditions set forth described herein.
(b) The Revolving Loan shall be evidenced by the Revolving Note and shall be due and payable as required by Section 4.7(k). The Borrower shall not be liable under the Revolving Note except with respect to funds actually advanced to the Borrower by GDB. The Revolving Note shall bear interest from the date thereof on the unpaid principal balance thereof, from time to time outstanding, at a fluctuating interest rate equal to the Revolving Loan Interest Rate.
(c) (i) From and after the Revolving Loan Maturity Date, (ii) upon the failure of Borrower to pay any interest within (10) days after such interest is due with respect to the Revolving Loan prior to the occurrence of any Default or Event of Default, or
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Samples: Loan Agreement (Daktronics Inc /Sd/)
Revolving Loan. (ai) Subject to the terms and conditions hereofof this Agreement, each Lender hereby establishes for Borrowers a revolving credit facility (collectively, the "Revolving Loan") pursuant to which Lenders will make cash loans and relying on Issuer will issue Letters of Credit hereinafter provided for in this Section 2.1.1 (individually, a "Revolving Loan Advance" and, collectively, the representations, covenants and warranties "Revolving Loan Advances") to or for the account of the Borrower contained hereinBorrowers, GDB agrees, at any time and from time to timetime during the period (the "Revolving Credit Period") from the date hereof to and including the Commitment Termination Date, in an aggregate principal amount at any one time outstanding (including, without duplication, the face amount of all outstanding Letters of Credit and unreimbursed draws on Letters of Credit) up to but not exceeding the lesser of the Revolving Loan Commitment as then in effect or the Collateral Coverage Base. Subject to the terms of this Agreement, during the Revolving Credit Period the Borrowers may borrow, repay and reborrow (all as provided herein).
(ii) On Friday (or, if not a Business day, the immediately preceding Business Day of each such week) of each week, Borrowers shall execute a Borrowing Base Certificate ("Borrowing Base Certificate") prepared by Borrowers and certified by their corporate controller or chief financial officer setting forth the values of the Collateral and the
(iii) Each Lender agrees severally to lend to the Borrower under the make cash Revolving Loan upon its request up Advances to the aggregate principal amount of the Permitted Loan Limit for the Borrower's working capital needs for the operation of the Premises. During the Revolving PeriodBorrowers, the Borrower shall be entitled to receive the entire proceeds as a part of the Revolving Loan in one or more Advances pursuant to this Section 4.7 hereof, except as otherwise specifically set forth in this Agreement. After the expiration of the Revolving Loan Period, the Borrower shall not be entitled to receive any further Advance. The Revolving Loan may revolve during the Revolving Period; accordingly, during the Revolving Loan Period, the Borrower may borrow up to the Permitted Loan Limit, repay all or any portion of such principal amount, and re-borrow up to the Permitted Loan LimitLoan, subject to the terms and conditions of this Agreement, up to such Lender's Pro Rata Percentage of the Revolving Loan, as more fully set forth hereinin Section 2.5 hereof.
(bi) The During the Revolving Loan Credit Period, Borrowers may obtain letters of credit (each a "Letter of Credit" and, collectively, "Letters of Credit") from the Issuer, on behalf of all Lenders, in an aggregate amount not to exceed $10,000,000 (measured by the face amount thereof) at any time outstanding, upon prior approval of the Issuer, on such terms (including without limitation the expiry date, which Borrowers agree will in no event be twelve months beyond the Commitment Termination Date) as the Issuer may require and with such documentation, including Issuer's then standard Letter of Credit Application and Security Agreement, as shall be evidenced by the Revolving Note satisfactory in form and shall be due and payable as required by Section 4.7(k). The Borrower shall not be liable under the Revolving Note except with respect to funds actually advanced substance to the Borrower by GDBIssuer. The Revolving Note shall bear interest Borrowers will pay to Agent, for the account of each Lender in accordance with their Pro Rata Percentages, a letter of credit fee for each Letter of Credit issued hereunder in the amount of 2.5% per annum of the face amount of such Letter of Credit, payable quarterly in arrears (measured from the date thereof on of issuance) (the unpaid principal balance thereof"L/C Fee"). Borrowers will pay to Issuer, for its own account, all issuance, negotiation, draw and other administrative fees from time to time outstanding, at a fluctuating interest rate equal to assessed by Issuer in accordance with Issuer's then standard fee schedule for the Revolving Loan Interest Rateissuance and administration of letters of credit.
(cA) (i) From and after the Revolving Loan Maturity Date, (ii) Immediately upon the failure issuance of Borrower any Letter of Credit, Issuer is deemed to pay any have granted to each other Lender, and each other Lender is hereby deemed to have acquired, an undivided participating interest within (10) days after without recourse to or warranty by Issuer), in accordance with each such interest is due other Lender's respective Pro Rata Percentage, in all of Issuer's rights and liabilities with respect to such Letter of Credit. Each Lender shall be directly and unconditionally obligated to Issuer, according to its Pro Rata Percentage, to reimburse Issuer for any draws not reimbursed by Borrowers in accordance with the Revolving Loan prior terms hereof, made at any time without regard to the occurrence of any a Default or Event of DefaultDefault (including, without limitation, any draw made following the commencement of any bankruptcy, reorganization, receivership, liquidation or dissolution proceeding with respect to any Borrower) under any Letter of Credit outstanding under the Revolving Loan.
(B) Each Letter of Credit issued from time to time under the Revolving Loan which remains undrawn (and the amounts of draws on Letters of Credit prior to payment as hereinafter set forth) shall reduce dollar for dollar the amount available to be borrowed by Borrowers under the Revolving Loan.
(C) In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, Issuer shall promptly notify Borrowers and Borrowers shall immediately reimburse Issuer on the day when such drawing is honored, including by way of a cash Revolving Loan Advance under the Revolving Loan if otherwise available pursuant to this Agreement. Borrowers' reimbursement obligation for draws under Letters of Credit shall herein be referred to collectively as Borrowers' "Reimbursement Obligations". All of Borrowers' Reimbursement Obligations hereunder with respect to Letters of Credit shall apply unconditionally and absolutely to, and shall be joint and several with respect to, Letters of Credit issued hereunder on behalf of Borrowers.
(1) In the event that Borrowers shall fail to reimburse Issuer as provided in subpart (C) above in an amount equal to the amount of the drawing honored by Issuer under a Letter of Credit, Issuer shall promptly notify each Lender of the unreimbursed
(2) In connection with the failure of any Lender to make available to Issuer the amount of such Lender's participation in any Letter of Credit, such Lender hereby agrees to indemnify Issuer from and against any and all costs and expenses (including, without limitation, reasonable attorneys' fees, allocated costs of internal counsel and the costs in connection with any related litigation) which Issuer may incur or be subject to as a consequence, direct or indirect, of the failure of such Lender to make available its participation in such Letter of Credit. Notwithstanding anything to the contrary contained in this Section, no Lender failing to provide its participation in any Letter of Credit shall have any obligation to indemnify Issuer in respect of any liability incurred by Issuer arising solely out of the gross negligence or willful misconduct of Issuer.
(E) The obligation of Borrowers to reimburse Issuer for drawings made (or Lenders for cash Revolving Loan Advances made to cover drawings made) under the Letters of Credit and the obligations of Lenders to Issuer under Section 2.1.1(b)(ii)(D) shall be unconditional and irrevocable and shall be paid strictly in accordance with the terms of this Agreement under all circumstances including, without limitation, the following circumstances:
(1) any lack of validity or enforceability of any Letter of Credit;
(2) the existence of any claim, setoff, defense or other right that Borrowers or any other Person may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Person for whom any such beneficiary or transferee may be acting), Issuer, Agent, any Lender or any other Person, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction;
(3) any draft, demand, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(4) payment by Issuer under any Letter of Credit against presentation of a demand, draft or certificate, or other document that does not comply with the terms of such Letter of Credit unless Issuer shall have acted with willful misconduct or gross negligence in issuing such payment; or
(5) the fact that a Default or Event of Default shall have occurred and be continuing.
(1) In addition to amounts payable as elsewhere provided in this Section, without duplication, Borrowers hereby agree to protect, indemnify, pay and save Issuer, Agent and Lenders harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees) which Issuer may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of the Letters of Credit or (B) the failure of Issuer to honor a drawing under any Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority (all such acts or omissions herein called "Government Acts").
(2) As between Borrowers and Issuer, Agent, and Lenders, Borrowers assume all risks of the acts and omissions of, or misuse of the Letters of Credit issued by Issuer by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, Issuer shall not be responsible: (a) for the form, validity, sufficiency, accuracy, genuineness or legal effects of any document submitted by any party in connection with the application for and issuance of such Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (b) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (c) for failure of the beneficiary of any such Letter of Credit to comply fully with conditions required in order to draw upon such Letter of Credit so long as Issuer acts in good faith and without gross negligence or willful misconduct; (d) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they are in cipher, unless any of the foregoing are caused by Issuer's gross negligence or willful misconduct; (e) for errors in interpretation of technical terms; (f) for any loss or delay in the transmission of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof, unless caused by Issuer's gross negligence or willful misconduct; (g) for the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (h) for any consequences arising from causes beyond the control of Issuer, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of any of Issuer's rights or powers hereunder.
(3) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by Issuer in connection with the Letters of Credit issued by it or the related certificates, if taken or omitted in good faith, shall not create any liability on the part of Issuer to Borrowers.
Appears in 1 contract
Revolving Loan. (ai) Subject to the terms and conditions hereofof this Agreement, each Lender hereby establishes for Borrowers a revolving credit facility (collectively, the "Revolving Loan") pursuant to which Lenders will make cash loans and relying on Issuer will issue Letters of Credit hereinafter provided for in this Section 2.1 (individually, an "Advance" and, collectively, the representations, covenants and warranties "Advances") to or for the account of the Borrower contained hereinBorrowers, GDB agrees, at any time and from time to timetime during the period (the "Revolving Credit Period") from the date hereof to and including the Commitment Termination Date, in an aggregate principal amount at any one time outstanding (including, without duplication, the face amount of all outstanding Letters of Credit and unreimbursed draws on Letters of Credit) up to but not exceeding the lesser of the Revolving Loan Commitment as then in effect or the Collateral Coverage Base. Subject to the terms of this Agreement, during the Revolving Credit Period to lend to the Borrower under Borrowers may borrow, repay and reborrow (all as provided herein).
(ii) On or before the Revolving Loan upon its request up to last Business Day of each week, Borrowers shall execute a Borrowing Base Certificate ("Borrowing Base Certificate") prepared by Borrowers setting forth the aggregate principal amount present values of the Permitted Loan Limit for Collateral and Borrowers' compliance with the Borrower's working capital needs for the operation of the Premises. During the Revolving PeriodCollateral Coverage Base.
(iii) Each Lender agrees severally to make cash Advances to Borrowers, the Borrower shall be entitled to receive the entire proceeds as a part of the Revolving Loan in one or more Advances pursuant to this Section 4.7 hereof, except as otherwise specifically set forth in this Agreement. After the expiration of the Revolving Loan Period, the Borrower shall not be entitled to receive any further Advance. The Revolving Loan may revolve during the Revolving Period; accordingly, during the Revolving Loan Period, the Borrower may borrow up to the Permitted Loan Limit, repay all or any portion of such principal amount, and re-borrow up to the Permitted Loan LimitLoan, subject to the terms and conditions of this Agreement, up to such Lender's Pro Rata Percentage of the Revolving Loan, as more fully set forth hereinin Section 2.5 hereof.
(bi) The During the Revolving Loan Credit Period, Borrowers may obtain letters of credit (each a "Letter of Credit" and, collectively, "Letters of Credit") from the Issuer, on behalf of all Lenders, in an aggregate amount not to exceed $20,000,000 (measured by the face amount thereof) at any time outstanding, upon prior approval of the Issuer, on such terms (including without limitation the expiry date, which Borrowers agree will in no event be twelve (12) months beyond the Commitment Termination Date) as the Issuer may require and with such documentation, including Issuer's then standard Letter of Credit Application and Security Agreement, as shall be evidenced by the Revolving Note satisfactory in form and shall be due and payable as required by Section 4.7(k). The Borrower shall not be liable under the Revolving Note except with respect to funds actually advanced substance to the Borrower by GDBIssuer. The Revolving Note shall bear interest Borrowers will pay to Agent, for the account of each Lender in accordance with their Pro Rata Percentages, a letter of credit fee for each Letter of Credit issued hereunder in the amount of 1% per annum of the face amount of such Letter of Credit, payable quarterly in arrears (measured from the date thereof on of issuance) (the unpaid principal balance thereof"L/C Fee"). Borrowers will pay to Issuer, for its own account, all issuance, negotiation, draw and other administrative fees from time to time outstanding, at a fluctuating interest rate equal to assessed by Issuer in accordance with Issuer's then standard fee schedule for the Revolving Loan Interest Rateissuance and administration of letters of credit.
(cA) (i) From and after the Revolving Loan Maturity Date, (ii) Immediately upon the failure issuance of Borrower any Letter of Credit, Issuer is deemed to pay any have granted to each other Lender, and each other Lender is hereby deemed to have acquired, an undivided participating interest within (10) days after without recourse to or warranty by Issuer), in accordance with each such interest is due other Lender's respective Pro Rata Percentage, in all of Issuer's rights and liabilities with respect to such Letter of Credit. Each Lender shall be directly and unconditionally obligated to Issuer, according to its Pro Rata Percentage, to reimburse Issuer for any draws not reimbursed by Borrowers in accordance with the Revolving Loan prior terms hereof, made at any time without regard to the occurrence of any a Default or Event of DefaultDefault (including, without limitation, any draw made following the commencement of any bankruptcy, reorganization, receivership, liquidation or dissolution proceeding with respect to any Borrower) under any Letter of Credit outstanding under the Revolving Loan.
(B) Each Letter of Credit issued from time to time under the Revolving Loan which remains undrawn (and the amounts of draws on Letters of Credit prior to payment as hereinafter set forth), shall reduce dollar for dollar the amount available to be borrowed by Borrowers under the Revolving Loan.
(C) In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, Issuer shall promptly notify Borrowers and Borrowers shall immediately reimburse Issuer on the day when such drawing is honored, including by way of a cash Advance under the Revolving Loan if otherwise available pursuant to this Agreement. Borrowers' reimbursement obligation for draws under Letters of Credit shall herein be referred to collectively as Borrowers' "Reimbursement Obligations". All of Borrowers' Reimbursement Obligations hereunder with respect to Letters of Credit shall apply unconditionally and absolutely to, and shall be joint and several with respect to, Letters of Credit issued hereunder on behalf of Borrowers.
(1) In the event that Borrowers shall fail to reimburse Issuer as provided in subpart (C) above in an amount equal to the amount of the drawing honored by Issuer under a Letter of Credit, Issuer shall promptly notify each Lender of the unreimbursed amount of such drawing and of such Lender's participation therein based on such Lender's Pro Rata Percentage. Each Lender shall make available to Issuer an amount equal to its respective participation in same day funds, at the office of Issuer specified in such notice, not later than 1:00 p.m. (Philadelphia time) on the Business Day after the date notified by Issuer. In the event that any Lender fails to make available to such Issuer the amount of such Lender's participation based on such Lender's Pro Rata Percentage in such Letter of Credit, as provided in this Section 2.1(b), Issuer shall be entitled to recover such amount on demand from such Lender together with interest at the Fed Funds Rate for one (1) Business Day and thereafter at two (2) percentage points above the Agent's Prime Rate. Issuer shall distribute to each other Lender which has paid all amounts payable by it under this Section with respect to any Letter of Credit, such other Lender's share, based on such Lender's Pro Rata Percentage, of all payments received by Issuer from Borrowers in reimbursement of drawings honored by Issuer under such Letter of Credit, when such payments are received. Nothing in this Section shall be deemed to relieve any Lender from its obligation to pay all amounts payable by it under this Section with respect to any Letter of Credit issued by Issuer or to prejudice any rights that Issuer may have against a Lender as a result of any default by such Lender hereunder and no Lender shall be responsible for the failure of any other Lender to pay its respective participation, based on its Pro Rata Percentage, payable under this Section.
(2) In connection with the failure of any Lender to make available to Issuer the amount of such Lender's participation in any Letter of Credit, such Lender hereby agrees to protect, indemnify, pay and save Issuer harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including, without limitation, reasonable attorneys' fees, allocated costs of internal counsel and the costs (including judgments) in connection with any related litigation) which Issuer may incur or be subject to as a consequence, direct or indirect, of the failure of such Lender to make available its participation in such Letter of Credit. Notwithstanding anything to the contrary contained in this Section, no Lender failing to provide its participation in any Letter of Credit shall have any obligation to indemnify Issuer in respect of any liability incurred by Issuer arising solely out of the gross negligence or willful misconduct of Issuer.
(E) The obligation of Borrowers to reimburse Issuer for drawings made (or Lenders for cash Advances made to cover drawings made) under the Letters of Credit and the obligations of Lenders to Issuer under Section 2.1(b)(ii)(D) shall be unconditional and irrevocable and shall be paid strictly in accordance with the terms of this Agreement under all circumstances including, without limitation, the following circumstances:
(1) any lack of validity or enforceability of any Letter of Credit;
(2) the existence of any claim, setoff, defense or other right that Borrowers or any other Person may have at any time against a beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom any such beneficiary or transferee may be acting), Issuer, Agent, any Lender or any other Person, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction;
(3) any draft, demand, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(4) payment by Issuer under any Letter of Credit against presentation of a demand, draft or certificate or other document that does not comply with the terms of such Letter of Credit unless Issuer shall have acted with willful misconduct or gross negligence in issuing such payment; or
(5) the fact that a Default or Event of Default shall have occurred and be continuing.
(1) In addition to amounts payable as elsewhere provided in this Section, without duplication, Borrowers hereby agree to protect, indemnify, pay and save Issuer, Agent and Lenders harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees) which Issuer may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of the Letters of Credit or (B) the failure of Issuer to honor a drawing under any Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future DE JURE or DE FACTO government or governmental authority (all such acts or omissions herein called "Government Acts").
(2) As between Borrowers and Issuer, Agent and Lenders, Borrowers assume all risks of the acts and omissions of, or misuse of the Letters of Credit issued by Issuer by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, Issuer shall not be responsible: (a) for the form, validity, sufficiency, accuracy, genuineness or legal effects of any document submitted by any party in connection with the application for and issuance of such Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (b) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (c) for failure of the beneficiary of any such Letter of Credit to comply fully with conditions required in order to draw upon such Letter of Credit so long as Issuer acts in good faith and without gross negligence or willful misconduct; (d) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they are in cipher, unless any of the foregoing are caused by Issuer's gross negligence or willful misconduct; (e) for errors in interpretation of technical terms; (f) for any loss or delay in the transmission of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof, unless caused by Issuer's gross negligence or willful misconduct; (g) for the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (h) for any consequences arising from causes beyond the control of Issuer, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of any of Issuer's rights or powers hereunder.
(3) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by Issuer in connection with the Letters of Credit issued by it or the related certificates, if taken or omitted in good faith, shall not create any liability on the part of Issuer to Borrowers.
(4) The term "Lender" shall, unless the context otherwise indicates, include the Issuer in its individual capacity as a Lender.
Appears in 1 contract
Revolving Loan. (a) Subject to the terms In Lender's sole discretion and conditions hereof, and relying on the representations, covenants and warranties of the Borrower contained herein, GDB agrees, from time to time, during the Revolving Period to lend to the Borrower under the Revolving Loan upon its request up to the aggregate principal amount of the Permitted Loan Limit for the Borrower's working capital needs for the operation of the Premises. During the Revolving Period, the Borrower shall be entitled to receive the entire proceeds of the Revolving Loan in one or more Advances pursuant to this Section 4.7 hereof, except as otherwise specifically set forth in this Agreement. After the expiration of the Revolving Loan Period, the Borrower shall not be entitled to receive any further Advance. The Revolving Loan may revolve during the Revolving Period; accordingly, during the Revolving Loan Period, the Borrower may borrow up to the Permitted Loan Limit, repay all or any portion of such principal amount, and re-borrow up to the Permitted Loan Limit, subject to the terms and conditions set forth hereinin this Agreement, Lender agrees to make advances (each a "Revolving Advance" and collectively "Revolving Advances") to Borrower from time to time during the period from the date of this Agreement up to, but not including, the Maturity Date; PROVIDED, HOWEVER, that at no time shall the aggregate outstanding principal balance of all Revolving Advances plus the Available Amount plus any unpaid Reimbursement Obligations exceed the Credit Availability. Subject to the limits of this Agreement, Borrower may borrow, pay, prepay (pursuant to Section 2.1(d) below), and re-borrow under this Section 2.
1. Nothing herein shall be construed to require Lender to make Revolving Advances, it being agreed that such Revolving Advances and any formulas or advance rates contained within or comprising the Borrowing Base shall be at Lender's sole discretion, may be increased or decreased at any time and from time to time by Lender in its sole discretion and shall not establish a pattern or custom binding upon Lender.
(b) The Revolving Loan shall be evidenced by Notwithstanding the Revolving Note provisions of Section 2.1(a), Lender may, in its sole discretion and shall be due and payable as required by Section 4.7(k). The Borrower shall not be liable under the Revolving Note except with respect to funds actually advanced subject to the terms and conditions set forth in this Agreement or any other conditions which Lender may impose in its sole discretion, including without limitation the payment of fees, an increased interest rate, or posting of additional collateral, make temporary advances in excess of the Borrowing Base to Borrower by GDB. The Revolving Note shall bear interest from the date thereof on the unpaid principal balance thereof, from time to time (each such temporary Revolving Advance is referred to herein as an "Overadvance"), provided that in no event shall the aggregate principal amount of outstanding Overadvances, when combined with the outstanding principal amount of all other Revolving Advances plus the Available Amount plus any unpaid Reimbursement Obligations, exceed the Commitment. To the extent that the Borrowing Base increases at any time during which an Overadvance is outstanding, the portion of the Overadvance which, as a result of such increase, would be available for borrowing under Section 2.1(a) shall be deemed to be prepaid as of the date of such increase and reborrowed as a Revolving Advance under Section 2.1(a) as of such date. To the extent that the Borrowing Base decreases at any time, the portion of the outstanding Revolving Advances which exceeds the Borrowing Base as a fluctuating interest rate equal result of such decrease shall be deemed, subject to the Revolving Loan Interest Rateprovisions of this Agreement, to be prepaid as of the date of such decrease and reborrowed as an Overadvance under this Section 2.1(b) as of such date. Nothing contained in this Section 2.1(b) or elsewhere in this Agreement shall constitute or be deemed to constitute a commitment or agreement by Lender to make any Overadvances, nor shall the making of an Overadvance at any time or from time to time constitute or be deemed to constitute a course of dealing by Lender with respect to Overadvances.
(c) All Revolving Advances shall be evidenced by, and repaid with interest in accordance with a single promissory note of Borrower in the form of EXHIBIT A hereto, duly completed, executed, and delivered to Lender, in the principal amount of up to U.S. $10,000,000, dated the date of this Agreement, payable to Lender on demand or, if not sooner demanded, on the Maturity Date (such promissory note is referred to herein as the "Revolving Credit Note"). Borrower hereby authorizes Lender to record on the Revolving Credit Note or in its internal computerized records the amount of each Revolving Advance and of each payment of principal received by Lender on account of the Revolving Loan, which recordation shall, in the absence of manifest error, be conclusive as to the outstanding principal balance of the Revolving Loan and shall be considered correct and binding on Borrower PROVIDED, HOWEVER, that the failure to make such recordation with respect to any Revolving Advance or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note.
(d) Borrower may prepay the Revolving Loan, in whole or in part, together with accrued interest to the date of prepayment on the amount prepaid (i) From with respect to any principal portion that bears interest with reference to the Prime Rate, on any Business Day, without Make- Whole Premium, and after the Revolving Loan Maturity Date, (ii) upon the failure of Borrower to pay any interest within (10) days after such interest is due with respect to any principal portion that bears interest with reference to LIBOR, on the last Business Day of the Interest Period applicable to the portion being prepaid, without Make-Whole Premium.
(e) Until Lender exercises its rights to collect the Receivables as provided for in this Agreement, Borrower may continue its present policies for returned merchandise and adjustments, but shall promptly notify Lender of any credits, adjustments or disputes arising about the goods or services represented by Receivables. In any event, Borrower will immediately pay Lender from its own funds (and not from the proceeds of Receivables), for application to the Revolving Loan prior Loans, an amount equal to any credit or adjustment made to any Eligible Receivables; provided, however, that so long as Borrower is not in default hereunder, such payment need not be made if Borrower shall have, after making such credit or adjustment, sufficient Eligible Receivables to maintain the occurrence aggregate outstanding balance of any Default or Event of Default, orthe Revolving Loans under the Borrowing Base.
Appears in 1 contract
Samples: Loan Agreement (Qep Co Inc)
Revolving Loan. (a) Subject to the terms and conditions hereofherein set forth, and relying on the representations, covenants and warranties of Lender hereby agrees that it will lend to the Borrower contained herein, GDB agrees, Companies from time to timetime such sums, during and issue such Letters of Credit in such amounts, as applicable, as are requested by the Revolving Period to lend to Companies in the Borrower under manner set forth herein, so long as the sum of the Revolving Loan upon its request up to Indebtedness does not exceed at any time the aggregate principal amount of Borrowing Limit. From the Permitted Loan Limit for date hereof until the Borrower's working capital needs for the operation of the Premises. During the Revolving Period, the Borrower shall be entitled to receive the entire proceeds termination of the Revolving Loan in one or more Advances pursuant to this Section 4.7 accordance with the terms hereof, except as otherwise specifically set forth and within the Borrowing Limit upon notice by the Companies to the Lender given in this Agreement. After accordance with the expiration of the Revolving Loan Periodprovisions hereof, the Borrower shall not be entitled to receive any further Advance. The Revolving Loan Companies may revolve during the Revolving Period; accordingly, during the Revolving Loan Period, the Borrower may borrow up to the Permitted Loan Limitborrow, repay all or any portion of such principal amount, and re-borrow up to the Permitted Loan Limit, subject to the terms and conditions set forth hereinreborrow under this Paragraph 3. 1.
(b) The Revolving Loan shall will be evidenced by the Revolving Note of the Companies in the form attached hereto as Exhibit A. The Companies irrevocably authorize the Lender to make or cause to be made, at or about the time of the Drawdown Date of any Advance or at the time of receipt of any payment of principal on the Lender's Note, an appropriate notation on the Lender's books and records reflecting the making of such Advance or (as the case may be) the receipt of such payment. The outstanding amount of the Advances set forth in the Lender's books and records shall be due prima facie evidence of the principal amount thereof owing and payable as required by Section 4.7(k). The Borrower unpaid to the Lender, but the failure to record, or any error in so recording, any such amount on the Lender's books and records shall not be liable limit or otherwise affect the obligations of the Companies hereunder or under the Revolving Note except with respect to funds actually advanced to the Borrower by GDB. The Revolving Note shall bear make payments of principal of or interest from the date thereof on the unpaid principal balance thereof, from time to time outstanding, at a fluctuating interest rate equal to the Revolving Loan Interest RateNote when due.
(c) (i) From and after the Revolving Loan Maturity Date, (ii) upon the failure of Borrower to pay any interest within (10) days after such interest is due with respect to the Revolving Loan prior to the occurrence of any Default or Event of Default, or
Appears in 1 contract
Revolving Loan. (a) Subject From the Closing Date to the Termination Date, the Lender agrees, upon the terms and subject to the conditions hereof, of this Agreement and relying on subject to the representations, covenants and warranties limitations set forth below with respect to the maximum amount of the Borrower contained herein, GDB agrees, Advances permitted to be outstanding from time to time, during to make a revolving loan (the “Revolving Period Loan”) available to lend the Borrower pursuant to which the Borrower may from time to time borrow from the Lender and repay and reborrow, such sums as may be needed by the Borrower for the purposes expressed in this Agreement, up to a maximum aggregate principal amount at any one time outstanding not exceeding the Maximum Facility Amount in effect from time to time. Each advance to the Borrower under the Revolving Loan upon its request up (an “Advance”) will be made on at least one Business Day’s prior written notice to the aggregate principal Lender, which notice shall be signed by an Authorized Representative of the Borrower and shall set forth the amount of the Permitted Loan Limit Advance requested and the date on which the Advance is to be made. Not later than 2:00 p.m. Birmingham, Alabama time on the date specified for the Borrower's working capital needs for Advances, the operation Lender shall make available the amount of the Premises. During the Revolving Period, the Borrower shall Advances to be entitled to receive the entire proceeds of the Revolving Loan in one or more Advances pursuant to this Section 4.7 hereof, except as otherwise specifically set forth in this Agreement. After the expiration of the Revolving Loan Period, the Borrower shall not be entitled to receive any further Advance. The Revolving Loan may revolve during the Revolving Period; accordingly, during the Revolving Loan Period, the Borrower may borrow up to the Permitted Loan Limit, repay all or any portion of made by it on such principal amount, and re-borrow up to the Permitted Loan Limit, subject to the terms and conditions set forth herein.
(b) The Revolving Loan shall be evidenced by the Revolving Note and shall be due and payable as required by Section 4.7(k). The Borrower shall not be liable under the Revolving Note except with respect to funds actually advanced date to the Borrower by GDBdepositing the proceeds thereof into an account with the Lender in the name of the Borrower. The Revolving Note Advances shall bear interest from as provided in Section 2.3. The Lender’s obligation to make Advances shall terminate, if not sooner terminated pursuant to the date thereof provisions of this Agreement, on the unpaid principal balance thereof, from time Termination Date. The Lender shall have no obligation to time outstanding, at a fluctuating interest rate equal to the Revolving Loan Interest Rate.
(c) (i) From and after the Revolving Loan Maturity Date, (ii) upon the failure of Borrower to pay any interest within (10) days after such interest is due with respect to the Revolving Loan prior to the occurrence of any Default or make Advances if an Event of Default, orDefault exists.
Appears in 1 contract
Samples: Credit Agreement (Infinity Property & Casualty Corp)
Revolving Loan. (a) Subject to the terms and conditions hereof, and relying on the representations, covenants and warranties of the Borrower contained set forth herein, GDB agrees, from time the Lender agrees to time, during the Revolving Period to lend to the Borrower under the Revolving Loan upon its request up to the aggregate principal amount of the Permitted Loan Limit for the Borrower's working capital needs for the operation of the Premises. During the Revolving Period, the Borrower shall be entitled to receive the entire proceeds of make the Revolving Loan in one Dollars to the Borrower from time to time during the Revolving Commitment Period in an aggregate amount not to exceed the lesser of the Advance Threshold or more Advances the Revolving Commitment; provided, that after giving effect to the making of the Revolving Loan, the Total Revolving Outstandings shall not exceed the Revolving Commitment. Amounts borrowed pursuant to this Section 4.7 hereof, except as otherwise specifically set forth in this Agreement. After the expiration of the Revolving Loan Period, the Borrower shall not 2.1(a) may be entitled to receive any further Advance. The Revolving Loan may revolve during the Revolving Period; accordingly, during the Revolving Loan Period, the Borrower may borrow up to the Permitted Loan Limit, repay all repaid without premium or any portion of such principal amount, and re-borrow up to the Permitted Loan Limitpenalty and, subject to the terms and conditions set forth herein.
(b) The Revolving Loan shall be evidenced by , re-borrowed during the Revolving Note and shall be due and payable as required by Section 4.7(k)Commitment Period. The Borrower shall not be liable under In order to facilitate the Revolving Note except with respect to funds actually advanced to the Borrower by GDB. The Revolving Note shall bear interest from the date thereof on the unpaid principal balance thereof, from time to time outstanding, at a fluctuating interest rate equal to the Revolving Loan Interest Rate.
(c) (i) From and after the Revolving Loan Maturity Date, (ii) upon the failure borrowing of Borrower to pay any interest within (10) days after such interest is due with respect to the Revolving Loan prior Loan, the Borrower and the Lender may mutually agree to enter into an auto borrow agreement (the “Auto Borrow Agreement”) providing for the automatic advance by the Lender of Revolving Loans under the conditions set forth in such Auto Borrow Agreement and subject to the occurrence conditions set forth herein. At any time an Auto Borrow Agreement is in effect, advances under the Auto Borrow Agreement shall be deemed Revolving Loans for all purposes hereof, except that Borrowings of Revolving Loans under the Auto Borrow Agreement shall be made in accordance with the terms of the Auto Borrow Agreement. For purposes of determining the Total Revolving Outstandings at any Default or Event time during which an Auto Borrow Agreement is in effect, the Outstanding Amount of Default, orall Revolving Loans shall be deemed to be the sum of the Outstanding Amount of Revolving Loans at such time plus the maximum amount available to be borrowed under such Auto Borrow Agreement at such time.
Appears in 1 contract
Samples: Credit Agreement (BBX Capital, Inc.)
Revolving Loan. (a) Subject to Upon the terms and subject to the conditions hereof, Lender agrees to make available a revolving loan (the “Revolving Loan”) to Borrower of Thirty Five Million and relying on No/100 Dollars ($35,000,000.00) (the representations“Revolving Loan Amount”). Borrower may obtain advances, covenants prepay and warranties obtain new advances under the Revolving Loan, subject to the prepayment provisions of Section 2.2. Lender also agrees to make available to the Foreign Subsidiaries letters of credit, multicurrency borrowings, bank guarantees, international allocation credits, and other products and services from time to time requested by the Borrower contained hereinor such Foreign Subsidiaries to be provided to one or more Foreign Subsidiaries, GDB agreeson terms acceptable to Lender in its sole discretion (collectively, “Alternative Borrowing”), in an amount not to exceed, with all other advances or Domestic Letters of Credit outstanding, the Revolving Loan Amount, it being understood and agreed that the amount available to be borrowed under the Revolving Loan shall be correspondingly reduced by the face amount of all Alternative Borrowing issued. Further, Lender may, from time to time, during at the Revolving Period request of Borrower and on terms satisfactory to lend Lender and Borrower, provide letters of credit to the Borrower and its domestic affiliates and subsidiaries (“Domestic Letters of Credit”). The amount available to be borrowed under the Revolving Loan upon shall be reduced by the aggregate amount available to be drawn under any Domestic Letters of Credit, plus any unreimbursed amounts or letter of credit borrowings. In no event shall the amount outstanding under the Revolving Loan, including amounts outstanding from advances to Borrower or from Alternative Borrowing and Domestic Letters of Credit, exceed the Revolving Loan Amount. Lender shall charge an origination fee equal to a per annum basis of 0.50% of the face amount of any international letters of credit issued hereunder, payable in advance quarterly on the last day of the prior calendar quarter, as well as charge its request up standard issuance, documentation and examination fees therefore. All Alternative Borrowing shall have an expiration date no later than twenty four (24) months from the date of issuance, unless Lender, in its sole discretion, consents in writing to a longer term for any such Alternative Borrowing on terms and conditions that are satisfactory to it. Lender shall have no obligation to issue Alternative Borrowing, or to amend, extend, renew or replace any Alternative Borrowing, unless it is in form and substance acceptable to Lender. The Alternative Borrowing shall be guaranteed by Borrower's Guaranty dated December 23, 2010 (as amended), and the reference therein to the aggregate Loan in the principal amount of the Permitted Loan Limit for the Borrower's working capital needs for the operation of the Premises. During the Revolving Period, the Borrower $20,000,000.00 shall be entitled deemed amended to receive the entire proceeds of the $35,000,000.00 Revolving Loan in one or more Advances pursuant to this Section 4.7 hereof, except as otherwise specifically set forth in this Agreement. After the expiration of the Revolving Loan Period, the Borrower shall not be entitled to receive any further Advance. The Revolving Loan may revolve during the Revolving Period; accordingly, during the Revolving Loan Period, the Borrower may borrow up to the Permitted Loan Limit, repay all or any portion of such principal amount, and re-borrow up to the Permitted Loan Limit, subject to the terms and conditions set forth described herein.
(b) The Revolving Loan shall be evidenced by the Revolving Note and shall be due and payable as required by Section 4.7(k). The Borrower shall not be liable under the Revolving Note except with respect to funds actually advanced to the Borrower by GDB. The Revolving Note shall bear interest from the date thereof on the unpaid principal balance thereof, from time to time outstanding, at a fluctuating interest rate equal to the Revolving Loan Interest Rate.
(c) (i) From and after the Revolving Loan Maturity Date, (ii) upon the failure of Borrower to pay any interest within (10) days after such interest is due with respect to the Revolving Loan prior to the occurrence of any Default or Event of Default, or
Appears in 1 contract
Samples: Loan Agreement (Daktronics Inc /Sd/)
Revolving Loan. (a) Subject to the terms and conditions hereofof this Agreement, and relying on subject to there being no Event of Default (or event which might, with the representationsgiving of notice or the passage of time, covenants mature into an Event of Default) by the Borrower hereunder, the Bank agrees to lend and warranties relend to the Borrower, upon request by the Borrower made to the Bank in the manner described in Sections 4(b) and (c) below, during the period from the date hereof to the earlier of (A) September 1, 2010, or the termination date of any extension hereof agreed to by the Borrower and the Bank as described below, or (B) the date of the occurrence of an Event of Default, unless waived by the Bank (the earlier of such dates being referred to herein as the “Commitment Termination Date”), a principal sum of up to Five Million Dollars ($5,000,000) (the “Total Commitment Amount”), as the Borrower contained herein, GDB agrees, may from time to time, during the Revolving Period to lend to the Borrower under the Revolving Loan upon its time request up to the aggregate principal amount of the Permitted Loan Limit for the Borrower's ’s working capital needs for (the operation of “Revolving Loan”); provided, however, that the Premises. During the Revolving PeriodBank shall not be required to make, the Borrower shall be entitled to receive the entire proceeds of the Revolving Loan in one or more Advances pursuant to this Section 4.7 hereof, except as otherwise specifically set forth in this Agreement. After the expiration of the Revolving Loan Period, and the Borrower shall not be entitled to receive receive, any further Advance. The Revolving Loan may revolve during if, after giving effect thereto, the Revolving Period; accordingly, during aggregate outstanding principal balance of the Revolving Loan Period, would exceed the Borrower may borrow up to Total Commitment Amount. Each Revolving Loan hereunder shall be in the Permitted Loan Limit, repay all amount of Five Hundred Thousand Dollars ($500,000) or any portion of such principal amount, and re-borrow up to the Permitted Loan Limit, subject to the terms and conditions set forth herein.
(b) a multiple thereof. The Revolving Loan shall be evidenced by a Seventeenth Amended and Restated Revolving Credit Promissory Note given by the Revolving Note and shall be due and payable as required by Section 4.7(k). The Borrower shall not be liable under the Revolving Note except with respect to funds actually advanced to the Borrower by GDBBank in substantially the form of Exhibit F attached hereto, as amended and/or restated from time to time (the “Revolving Note”). The Revolving Note shall bear interest from mature and be payable in full on September 1, 2010, unless accelerated or extended as described herein. The Revolving Note shall replace the date thereof on Sixteenth Amended and Restated Revolving Credit Promissory Note dated as of September 27, 2005 given by the unpaid Borrower to the Bank (the “Prior Note”), and amounts outstanding under the Prior Note shall not be deemed cancelled or satisfied, but shall be evidenced by the Revolving Note instead of by the Prior Note. If the outstanding principal balance thereofof the Revolving Loan at any time exceeds the Total Commitment Amount, from time to time outstandingthe Borrower shall immediately, without notice or demand, reduce the outstanding principal balance of the Revolving Loan such that the Total Commitment Amount is not exceeded. Upon request by the Borrower, the Bank may consider extensions of the Commitment Termination Date, but is not hereby committing in any way thereto. Upon any such extension, at the option of the Bank, the Borrower shall execute a fluctuating interest rate equal new promissory note substantially identical to the Revolving Loan Interest Rate.
(c) (i) From Note, except reflecting the new Commitment Termination Date, which thereupon shall be the Revolving Note hereunder. Notwithstanding anything to the contrary herein, the Borrower covenants and after agrees to pay down the outstanding balance of the Revolving Loan Maturity Date, (ii) upon the failure of Borrower to pay any interest within (10) days after such interest is due with respect to and the Revolving Loan prior Note to Zero Dollars ($0) for not less than thirty (30) consecutive days during each of the occurrence of any Default or Event of DefaultBorrower’s fiscal years, orcommencing with the Borrower’s fiscal year beginning on June 3, 2002.
Appears in 1 contract
Revolving Loan. (a) Subject to the terms and conditions hereof, of this Agreement and relying on in reliance upon the representations, covenants representations and warranties of the Borrower contained herein, GDB each Lender agrees, severally and not jointly, to lend to Borrower from time to time, time during the period from the Closing Date to and excluding the Expiry Date, its Pro Rata Share of the Revolving Period Loan. The aggregate amount of all Revolving Loan Commitments shall be equal at any one time to lend Twenty-Three Million Dollars ($23,000,000) from the Closing Date through and including June 29, 1998, and Twenty Million Dollars ($20,000,000) thereafter; and the amount of each Lender's Revolving Loan Commitment shall be equal at any one time to its Pro Rata Share of all Revolving Loan Commitments. Amounts borrowed under this subsection 2.1(B) may be repaid and reborrowed at any time prior to the Borrower Expiry Date. No Lender shall have any obligation to make Advances under the Revolving Loan upon its request up this subsection 2.1(B) to the aggregate extent any requested Advance would cause (i) the principal amount of the Permitted Loan Limit for the Borrower's working capital needs for the operation of the Premises. During the Revolving Period, the Borrower shall be entitled to receive the entire proceeds balance of the Revolving Loan in one outstanding to exceed the Maximum Revolving Loan Amount, or more Advances pursuant to this Section 4.7 hereof, except as otherwise specifically set forth in this Agreement. After (ii) such Lender's Pro Rata Share of the expiration principal balance of the Revolving Loan Periodoutstanding to exceed such Lender's Revolving Loan Commitment. "MAXIMUM REVOLVING LOAN AMOUNT" means, as of any date of determination, the Borrower shall not be entitled to receive any further Advance. The Revolving Loan may revolve during the Revolving Period; accordingly, during sum of the Revolving Loan PeriodCommitments less any Lender Reimbursement Reserve, the Borrower may borrow up to the Permitted Loan Limit, repay all or any portion of such principal amount, Collateral Disposition Reserve and re-borrow up to the Permitted Loan Limit, subject to the terms and conditions set forth hereinany Other Lender Reserves.
(b) The Revolving Loan shall be evidenced by the Revolving Note and shall be due and payable as required by Section 4.7(k). The Borrower shall not be liable under the Revolving Note except with respect to funds actually advanced to the Borrower by GDB. The Revolving Note shall bear interest from the date thereof on the unpaid principal balance thereof, from time to time outstanding, at a fluctuating interest rate equal to the Revolving Loan Interest Rate.
(c) (i) From and after the Revolving Loan Maturity Date, (ii) upon the failure of Borrower to pay any interest within (10) days after such interest is due with respect to the Revolving Loan prior to the occurrence of any Default or Event of Default, or
Appears in 1 contract
Samples: Credit Agreement (Krystal Company)
Revolving Loan. Lenders agree to make available to Borrower a -------------- revolving line of credit (athe "Revolving Loan") Subject to in the terms and conditions hereof, and relying on the representations, covenants and warranties of the Borrower contained herein, GDB agrees, from time to time, during the Revolving Period to lend to the Borrower under the Revolving Loan upon its request up to the aggregate maximum principal amount -------------- outstanding at any one time of FIFTEEN MILLION Dollars ($15,000,000) (the Permitted Loan Limit for the Borrower's working capital needs for the operation of the Premises. During the "Revolving PeriodCommitment Limit"), the Borrower shall be entitled to receive the entire proceeds of the Revolving Loan in one or more Advances pursuant to this Section 4.7 hereof, except as otherwise specifically set forth in this Agreement. After the expiration of the Revolving Loan Period, the Borrower shall not be entitled to receive any further Advance. The Revolving Loan may revolve during the Revolving Period; accordingly, during the Revolving Loan Period, the Borrower may borrow up to the Permitted Loan Limit, repay all or any portion of such principal amount, and re-borrow up to the Permitted Loan Limit, subject to the terms and conditions set forth herein.
(b) The which -------------------------- Revolving Loan shall be evidenced by one or more Revolving Notes, each substantially in the form of Exhibit A hereto (each, a "Revolving Note" and --------- -------------- collectively the "Revolving Notes"). Each Revolving Note shall be registered in --------------- the name of a Lender and shall be due and payable as required by Section 4.7(k). The Borrower shall not be liable under the Revolving Note except with respect have a maximum principal amount equal to funds actually advanced to the Borrower by GDBsuch Lender's Commitment. The Revolving Note Loan shall bear interest from the date thereof mature and be payable in full on the unpaid principal balance thereof, third anniversary of the Closing Date (the "Revolving Maturity Date"). ----------------------- Borrower may from time to time outstandingrepay all or a portion of the amounts outstanding under the Revolving Loan (together with accrued interest to the date of repayment on the principal amount so repaid), at a fluctuating interest rate equal which amounts may be re-borrowed (subject to the Revolving Loan Interest Rate.
(cCommitment Limit and the Available Amount) (i) From and after so long as the Commitment of the Lenders to make Advances under the Revolving Loan Maturity Datehas not been terminated. With respect to each disbursement of funds under the Revolving Loan (an "Advance"), (ii) upon each Lender is hereby authorized to record, on its books ------- and records, the date and amount of such Advance, the duration of each Interest Period therefor and the interest rate applicable to such Interest Period. The information so recorded by each Lender shall be conclusive in the absence of manifest error. Notwithstanding the foregoing, the failure by any Lender to record any such information shall not impair the liability of Borrower to pay make any interest within (10) days after such interest is due with respect to payment of the Revolving Loan prior to the occurrence of any Default or Event of Default, orObligations when due.
Appears in 1 contract
Samples: Loan Agreement (Summa Industries)
Revolving Loan. (a) Subject to the terms and conditions hereof, and relying on upon the representations, covenants representations and warranties of herein set forth, Lender agrees to extend a revolving credit loan (the Borrower contained herein, GDB agrees, from time to time, during the “Revolving Period to lend Loan”) to the Borrower under by making loans to the Borrower on a revolving basis on any one or more Business Days prior to the Maturity Date, up to an aggregate principal amount not exceeding the Revolving Loan upon its request up to the aggregate principal amount of the Permitted Loan Limit for the Borrower's working capital needs for the operation of the PremisesAvailable Amount on such Business Day. During the Revolving Period, the Borrower shall be entitled to receive the entire proceeds of the Revolving Loan in one or more Advances pursuant to this Section 4.7 hereof, except as otherwise specifically set forth in this Agreement. After the expiration of the Revolving Loan Period, the Borrower shall not be entitled to receive any further Advance. The Revolving Loan may revolve Within such limits and during the Revolving Period; accordingly, during the Revolving Loan Period, the Borrower may borrow up to the Permitted Loan Limit, repay all or any portion of such principal amount, period and re-borrow up to the Permitted Loan Limit, subject to the terms and conditions set forth herein.
(b) The Revolving Loan shall be evidenced by of this Agreement, the Borrower may borrow, repay and reborrow the Revolving Note and shall be due and payable as required by Loan. Subject to Section 4.7(k). The Borrower shall not be liable under the Revolving Note except with respect to funds actually advanced to the Borrower by GDB. The Revolving Note shall bear interest from the date thereof on the unpaid principal balance thereof2.3 hereof, from time to time outstanding, at a fluctuating interest rate equal to the Revolving Loan Interest Rate.
(c) (i) From and after the Revolving Loan Maturity Date, (ii) upon the failure of Borrower to pay any interest within (10) days after such interest is due loans extended with respect to the Revolving Loan prior shall be comprised of Revolving Base Rate Loans and/or Revolving LIBOR Rate Loans as selected by the Borrower. The principal amount outstanding under the Revolving Loan Commitment shall not, at any time, exceed the Borrowing Base. If at any time the principal amount outstanding under the Revolving Loan Commitment exceeds the Borrowing Base, then the amount of such excess shall be immediately due and payable by the Borrower to the occurrence Lender. Notwithstanding the foregoing, the parties have agreed until December 31, 2008 Borrower may, request and obtain Five Million Dollars ($5,000,000.00) of the Revolving Loan Commitment without the requirement of sufficient Borrowing Base; provided, however, any Default or Event request for funds under the Revolving Loan Commitment above Five Million Dollars ($5,000,000.00) of Defaultprincipal, oroutstanding at any time, shall not exceed the then available Borrowing Base. For purposes of illustration, should Borrower request an additional Seven Million Dollars ($7,000,000.00) under the Revolving Loan Commitment, Borrower shall be required to document to Lender a Borrowing Base of Seven Million Dollars, to receive the requested funds.”
Appears in 1 contract
Revolving Loan. (a) Subject to all terms set forth herein but only during the terms Commitment Period and conditions hereoffor so long as no Event of Default exists, and relying on the representations, covenants and warranties of the Borrower contained herein, GDB Bank agrees, from time to timetime and on the terms hereinafter set forth, during the Revolving Period to lend loan to the Borrower Borrower, when requested by Borrower, principal amounts under the Revolving Loan upon its request aggregating up to the aggregate principal amount lesser of (i) $3,000,000 or (ii) the Permitted Aggregate Loan Limit for Values as determined by the Borrower's working capital needs for Bank from the operation of periodic reports submitted by Borrower to the PremisesBank. During Within the Revolving Period, the Borrower shall be entitled to receive the entire proceeds of the Revolving Loan in one or more Advances pursuant to this Section 4.7 hereof, except as otherwise specifically set forth in this Agreement. After the expiration of the Revolving Loan Period, the Borrower shall not be entitled to receive any further Advance. The Revolving Loan may revolve during the Revolving Period; accordingly, during the Revolving Loan Periodaforesaid limits, the Borrower may borrow up to the Permitted Loan Limitborrow, repay all or any portion of such principal amountmake payments, and re-borrow up to reborrow under the Permitted Loan LimitRevolving Loan, subject to the terms and conditions set forth hereinprovisions hereof. Advances made under the Revolving Loan shall be subject to the Revolving Note.
(b) The obligation to repay the Revolving Loan shall be evidenced by the Revolving Note payable to the order of the Bank and shall be maturing upon the earlier to occur of an Event of Default or the expiration of the Commitment Period. Amounts due and payable as required by Section 4.7(k). The Borrower shall not be liable under the Revolving Note except with respect to funds actually advanced to and otherwise under this Agreement and under the Borrower by GDB. The Revolving Note shall bear interest from the date thereof on the unpaid principal balance thereof, from time to time outstanding, at a fluctuating interest rate equal Loan Documents in regard to the Revolving Loan Interest Rateshall be reflected in the Loan Account.
(c) Borrower shall submit a Borrower's Report in the form attached hereto as EXHIBIT "C" (ior in such other form as may be furnished by Bank from time to time) quarterly (or on such other schedule as Bank may request from time to time) during the term of this Agreement. Bank may, in its sole discretion, require that each advance made under the Revolving Loan be effected by Borrower's submitting (and the Bank's receiving) a Borrower's Report at least one Business Day prior to the date Borrower desires the advance to be made. Bank shall, if all the terms and provisions of this Agreement have been met, including, without limitation, the absence of an Event of Default hereunder, make such advances. Each such Borrower's Report shall be signed by an officer or employee of Borrower authorized by Borrower to execute such reports, whose name(s) shall be included in a certificate furnished to the Bank.
(d) At its discretion, Bank may make advances to Borrower under the Revolving Loan without specific request by automatic advance based on availability in accordance with procedures established by Bank. In addition, as an accommodation to Borrower, Bank may permit telephonic requests for advances under the Revolving Loan and electronic transmittal of instructions, authorizations, agreements or reports to Bank by Borrower. Unless Borrower specifically directs Bank in writing not to accept or act upon telephonic or electronic communications from Borrower, Bank shall have no liability to Borrower for any loss or damage suffered by Borrower as a result of Bank's honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to Bank telephonically or electronically and purporting to have been sent to Bank by Borrower and Bank shall have no duty to verify the origin of any such communication or the authority of the person sending it.
(e) If the outstanding principal amount of the Revolving Loan at any time exceeds the lesser of $3,000,000 or the Aggregate Loan Values as reflected on the Borrower's Report, the Borrower shall immediately, upon demand by Bank, pay the Bank an amount equal to such excess as a payment on the principal amount of the Revolving Loan. Without limiting the foregoing, which provision may be enforced by Bank at any time and which provision, as well as the other provisions hereof, may not under any circumstance be waived or altered by a course of dealing or otherwise, insofar as Borrower may request and Bank may be willing in its sole and absolute discretion to make Overadvances, Bank shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be payable on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for the Revolving Loan generally. Bank may in its sole discretion honor any request (or deemed request) for an advance even though an Overadvance Condition then exists, or would exist with the making of such advance, and without regard to the existence of, and without waiving, any default or Event of Default.
(f) Each borrowing under the Revolving Loan shall be effected by crediting the amount thereof to the regular checking account of Borrower maintained with the Bank.
(g) The principal amount of the Revolving Loan shall bear interest at a rate per annum equal to the LIBOR Market Index Rate plus one hundred eighty-five (185) basis points. Interest shall be paid to Bank on the amount of the Revolving Loan outstanding and shall be payable monthly in arrears on the first day of each month beginning with November 1, 2005, and continuing on the same day of each month thereafter through and until such time as there remains no unpaid principal balance on the amounts advanced to the Borrower. Interest shall be calculated based on a 360-day year (i.e., computed on the actual number of days elapsed over a year of 360 days unless reference to a 365 or a 366-day year is necessary in order not to exceed the highest rate permitted by Applicable Laws). The applicable LIBOR Market Index Rate shall be initially calculated on the date of initial applicability and shall be recalculated by Bank on each regularly-scheduled payment date thereafter, notwithstanding that such recalculation date is more or less than thirty (30) days from the previous calculation date. If the recalculation date falls on a date upon which Bank is not open for business, the recalculation shall occur on the next business day on which Bank is open for business. From and after the Revolving Loan Maturity Date, (ii) upon the failure of Borrower to pay any interest within (10) days after such interest is due with respect to the Revolving Loan prior to the occurrence of any Default or an Event of Default, orthe principal amount of the Revolving Loan outstanding from time to time shall, subject to the provisions of Section 12.16, bear interest at the Default Rate.
(h) Bank shall enter disbursements under the Revolving Loan as debits to the Loan Account and shall also record in the Loan Account all payments made by Borrower and all proceeds of Collateral which are finally paid to Bank in regard to the Revolving Loan, and may record therein, in accordance with customary accounting practice, all charges and expenses properly chargeable to Borrower hereunder in regard to the Revolving Loan.
(i) Borrower shall use the proceeds of the Revolving Loan for working capital purposes only.
(j) Notwithstanding any provision in this Agreement, the Bank may, in its sole discretion, at any time limit the amount of the Revolving Loan advanced to the Borrower to an amount less than the lesser of $3,000,000 or the Aggregate Loan Values. The Revolving Loan shall, notwithstanding any course of dealing or conduct on the part of the parties hereto, or any other covenants or undertakings of the parties hereunder, be fully due and payable without further notice or demand from Bank upon the expiration of the Commitment Period.
(k) As a condition to the first advance under the Revolving Loan, Borrower shall notify Bank of Borrower's intention to request such advance not less than three (3) Business Days prior thereto. The notice shall be accompanied by a current Borrower's Certificate and Covenant Compliance Certificate.
Appears in 1 contract
Revolving Loan. (a) Subject to the terms In Lenders’ sole discretion and conditions hereof, and relying on the representations, covenants and warranties of the Borrower contained herein, GDB agrees, from time to time, during the Revolving Period to lend to the Borrower under the Revolving Loan upon its request up to the aggregate principal amount of the Permitted Loan Limit for the Borrower's working capital needs for the operation of the Premises. During the Revolving Period, the Borrower shall be entitled to receive the entire proceeds of the Revolving Loan in one or more Advances pursuant to this Section 4.7 hereof, except as otherwise specifically set forth in this Agreement. After the expiration of the Revolving Loan Period, the Borrower shall not be entitled to receive any further Advance. The Revolving Loan may revolve during the Revolving Period; accordingly, during the Revolving Loan Period, the Borrower may borrow up to the Permitted Loan Limit, repay all or any portion of such principal amount, and re-borrow up to the Permitted Loan Limit, subject to the terms and conditions set forth hereinin this Agreement, Lenders severally, but not jointly, agree to make advances (each a “Revolving Advance” and collectively “Revolving Advances”) to Borrower from time to time during the period from the date of this Agreement up to, but not including, the Maturity Date; provided, however, that at no time shall the aggregate outstanding principal balance of all Revolving Advances plus the Available Amount plus any unpaid Reimbursement Obligations exceed the Credit Availability. Subject to the limits of this Agreement, Borrower may borrow, pay, prepay (pursuant to Section 2.1(d) below), and re-borrow under this Section 2.1. Nothing herein shall be construed to require any Lender to make Revolving Advances, it being agreed that such Revolving Advances and any formulas or advance rates contained within or comprising the Borrowing Base shall be at the Agent’s sole discretion, may be increased or decreased in accordance with the definition of Borrowing Base and from time to time by the Agent in its sole discretion and shall not establish a pattern or custom binding upon the Agent or any Lender.
(b) The Revolving Loan shall be evidenced by Notwithstanding the Revolving Note provisions of Section 2.1(a), the Required Lenders may, in their sole discretion and shall be due and payable as required by Section 4.7(k). The Borrower shall not be liable under the Revolving Note except with respect to funds actually advanced subject to the terms and conditions set forth in this Agreement or any other conditions which the Lenders may impose in their sole discretion, including without limitation the payment of fees, an increased interest rate, or posting of additional collateral, make temporary advances in excess of the Borrowing Base to Borrower by GDB. The Revolving Note shall bear interest from the date thereof on the unpaid principal balance thereof, from time to time (each such temporary Revolving Advance is referred to herein as an “Overadvance”), provided that in no event shall the aggregate principal amount of outstanding Overadvances, when combined with the outstanding principal amount of all other Revolving Advances plus the Available Amount plus any unpaid Reimbursement Obligations, exceed the Revolving Loan Commitment. To the extent that the Borrowing Base increases at any time during which an Overadvance is outstanding, the portion of the Overadvance which, as a result of such increase, would be available for borrowing under Section 2.1(a) shall be deemed to be prepaid as of the date of such increase and reborrowed as a Revolving Advance under Section 2.1(a) as of such date. To the extent that the Borrowing Base decreases at any time, the portion of the outstanding Revolving Advances which exceeds the Borrowing Base as a fluctuating result of such decrease shall be deemed, subject to the provisions of this Agreement, to be prepaid as of the date of such decrease and reborrowed as an Overadvance under this Section 2.1(b) as of such date. Nothing contained in this Section 2.1(b) or elsewhere in this Agreement shall constitute or be deemed to constitute a commitment or agreement by the Lenders to make any Overadvances, nor shall the making of an Overadvance at any time or from time to time constitute or be deemed to constitute a course of dealing by the Agent or any Lender with respect to Overadvances.
(c) All Revolving Advances shall be evidenced by, and repaid with interest rate in accordance with one or more promissory notes of Borrower, each substantially in the form of Exhibit A hereto (each such promissory note is referred to herein as a “Revolving Credit Note”, and all such notes are collectively referred to as “Revolving Credit Notes”). The Revolving Credit Note issued to each Lender shall (i) be executed by Borrower, (ii) be payable to such Lender or its registered assigns and be dated the date of this Agreement, (iii) be in a stated principal amount equal to the Revolving Loan Interest Rate.
(c) (i) From Commitment of such Lender and after be payable in the outstanding principal amount of the Revolving Loan Loans evidenced thereby, (iv) mature on the Maturity Date, (iiv) upon bear interest as provided in the appropriate clause of Section 2.3 in respect of the Prime Rate Advances and LIBOR Rate Advances, as the case may be, evidenced thereby, and (vi) be entitled to the benefits of this Agreement and the other Loan Documents. Borrower hereby authorizes each Lender to record on its Revolving Credit Note or in its internal computerized records the amount of each Revolving Advance and of each payment of principal received by such Lender on account of the Revolving Loan, which recordation shall, in the absence of manifest error, be conclusive as to the outstanding principal balance of the Revolving Loan and shall be considered correct and binding on Borrower provided, however, that the failure to make such recordation with respect to any Revolving Advance or payment shall not limit or otherwise affect the obligations of Borrower to pay any interest within (10) days after such interest is due with under this Agreement or the Revolving Credit Note. With respect to the Revolving Loan prior Loan, Borrower shall pay to the occurrence Agent, for the ratable benefit of the Lenders, a fee on the first day of each month and on the Maturity Date, in an amount equal to one-quarter of one percent (.25%) per annum of the difference between the Revolving Loan Commitment and the average daily outstanding principal balance of the Revolving Loan for the prior one month period.
(d) Borrower may prepay the Revolving Loan, in whole or in part, together with accrued interest to the date of prepayment on the amount prepaid (i) with respect to any principal portion that bears interest with reference to the Prime Rate, on any Business Day, without the Make-Whole Premium, and (ii) with respect to any principal portion that bears interest with reference to LIBOR either (1), on the last Business Day of the Interest Period applicable to the portion being prepaid, without the Make-Whole Premium or (2) on any other Business Day, together with the Make-Whole Premium.
(e) Until the Agent exercises its rights to collect the Receivables as provided for in this Agreement, Borrower may continue its present policies for returned merchandise and adjustments, but shall promptly notify the Agent of any Default credits, adjustments or Event disputes arising about the goods or services represented by Receivables. In any event, Borrower will immediately pay the Agent from its own funds (and not from the proceeds of DefaultReceivables), orfor application to the Revolving Loans, an amount equal to any credit or adjustment made to any Eligible Receivables; provided, however, that so long as Borrower is not in default hereunder, such payment need not be made if Borrower shall have, after making such credit or adjustment, sufficient Eligible Receivables to maintain the aggregate outstanding balance of the Revolving Loans under the Borrowing Base.
Appears in 1 contract
Samples: Loan Agreement (Qep Co Inc)
Revolving Loan. (a) Subject to the terms Under and conditions hereof, and relying on the representations, covenants and warranties of the Borrower contained herein, GDB agrees, from time to time, during the Revolving Period to lend to the Borrower under the Revolving Loan upon its request up to the aggregate principal amount of the Permitted Loan Limit for the Borrower's working capital needs for the operation of the Premises. During the Revolving Period, the Borrower shall be entitled to receive the entire proceeds of the Revolving Loan in one or more Advances pursuant to this Section 4.7 hereof, except as otherwise specifically set forth in this Agreement. After the expiration of the Revolving Loan Period, the Borrower shall not be entitled to receive any further Advance. The Revolving Loan may revolve during the Revolving Period; accordingly, during the Revolving Loan Period, the Borrower may borrow up to the Permitted Loan Limit, repay all or any portion of such principal amount, and re-borrow up to the Permitted Loan Limit, subject to the terms and conditions set forth herein.
of this Agreement and within the Revolving Loan Limit and as requested by an authorized officer of Borrower from time to time through but not including the Revolving Loan Termination Date, KS hereby establishes a Revolving Loan facility (bthe "Revolving Loan") The pursuant to which KS will make cash advances from time to time to or for the account of Borrower. Unless sooner terminated pursuant to any other provision of this Agreement, the Revolving Loan will terminate and the entire principal balance of the Revolving Loan, together with all unpaid accrued interest thereon, shall be repaid on the Revolving Loan Termination Date, without notice or demand. Each advance under the Revolving Loan shall be evidenced made or issued following the giving of notice by the Revolving Note and an authorized officer of Borrower to KS (which notice shall be due given not later than five (5) Business Days preceding the Business Day on which such cash advance is required), specifying the date of borrowing and payable as required by Section 4.7(k)the amount thereof. The Borrower Cash advances shall not be liable under the Revolving Note except with respect in multiples of $100,000. Upon fulfillment of all applicable conditions to such advance set forth herein, KS will make such funds actually advanced available to the Borrower by GDBwire transfer of funds to an account designated by Borrower. The Revolving Note shall bear interest from the date thereof on the unpaid outstanding principal balance thereof, under the Revolving Loan may fluctuate from time to time outstandingtime, at a fluctuating interest rate equal to be reduced by repayments made by Borrower, and to be increased by future loans, advances and extensions of credit which may be made by KS, to or for the benefit of Borrower. Contemporaneously herewith, Borrower will execute and deliver to KS the Revolving Loan Interest Rate.
(c) (i) From and after Note to evidence Borrower's obligation to repay KS for all amounts due or which may become due in connection with the Revolving Loan Maturity Date, (ii) upon the failure of Borrower to pay any interest within (10) days after such interest is due with respect to the Revolving Loan prior to the occurrence of any Default or Event of Default, orLoan.
Appears in 1 contract
Samples: Convertible Revolving Loan Agreement (Kulicke & Soffa Industries Inc)
Revolving Loan. (a) Subject to the terms and conditions hereof, and relying on the representations, covenants and warranties of the Borrower contained herein, GDB agrees, from time to time, during the Revolving Period to lend to the Borrower under the Revolving Loan upon its request up to the aggregate principal amount of the Permitted Loan Limit for the Borrower's working capital needs for the operation of the Premises. During the Revolving Period, the Borrower shall be entitled to receive the entire proceeds of the Revolving Loan in one or more Advances pursuant to this Section 4.7 hereof, except as otherwise specifically set forth in this Agreement. After the expiration of the Revolving Loan Period, the Borrower shall not be entitled to receive any further Advance. The Revolving Loan may revolve during the Revolving Period; accordingly, during the Revolving Loan Period, the Borrower may borrow up to the Permitted Loan Limit, repay all or any portion of such principal amount, and re-borrow up to the Permitted Loan LimitLender hereby establishes, subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties made herein by the Borrowers, a revolving line of credit in favor of the Borrowers, as a group and not individually, in the aggregate principal amount of up to FORTY MILLION AND 00/100 DOLLARS ($40,000,000.00); provided, however, Lender shall retain as a non-disbursed reserve from the Revolving Line of Credit an amount equal to the sum of the Letter of Credit Reserve and Credit Card Obligations, and agrees to make and remake advances thereunder to the Borrowers, upon the terms and conditions set forth hereinin this Agreement, from time to time on any Business Day during the period from the date hereof through the Termination Date. Subject to Section 2.6 and Article III, the Borrowers may borrow, repay and reborrow any amount of the Revolving Line of Credit at any time prior to the Termination Date. The Borrowers shall give the Lender prior notice of the amount of any desired advance and the date the funds are to be received by any Borrower. In the event that the Borrowers desire to receive the proceeds of an advance of the Revolving Line of Credit on the same banking day of its request therefor, the Borrowers must give the Lender notice of such advance not later than 12:00 noon, North Carolina time. Notwithstanding the foregoing, the Lender shall have no obligation to lend funds at any time when (i) a Default has occurred and the Borrowers have not commenced with diligence all efforts to remedy such Default; (ii) an Event of Default exists, or (iii) the making of such advance would or could result in the occurrence of a Default or an Event of Default.
(b) The Revolving Loan shall be evidenced by the Revolving Note and shall be due and payable as required by Section 4.7(k). The Borrower shall not be liable Requests for an advance under the Revolving Note except with respect to funds actually advanced to the Borrower by GDBLine of Credit may be oral or written. The Revolving Note Borrowers hereby irrevocably authorize the Lender to disburse the proceeds of each draw under this Agreement in accordance with the terms of any (i) written instructions received by the Lender from any duly authorized officer of any Borrower, or (ii) telephone instructions from any Borrower's duly authorized officers or other authorized persons. The Borrowers shall bear interest from the date thereof on the unpaid principal balance thereof, designate from time to time outstanding, at a fluctuating interest rate equal in writing to Lender which of its officers or other representatives shall be duly authorized to request advances pursuant to this Agreement. Such notification shall be pursuant to the Revolving Loan Interest Rate.disbursement authorization attached as EXHIBIT D.
(c) (i) From and after The Lender shall not charge any interest, fee or other charge for the unadvanced portion of the Revolving Loan Maturity Date, (ii) upon the failure Line of Borrower to pay any interest within (10) days after such interest is due with respect to the Revolving Loan prior to the occurrence of any Default or Event of Default, orCredit.
Appears in 1 contract
Revolving Loan. (a) Subject to the terms and conditions hereof, and relying on Lender agrees to make loans (the representations, covenants and warranties of the “Revolving Credit Loans”) to Borrower contained herein, GDB agrees, at Borrower’s request from time to time, time during the term of this Agreement in an aggregate amount outstanding at any time for all Revolving Period Credit Loans not exceeding the following (as further adjusted pursuant to lend this Section 1.1(a), the “Maximum Amount”): the lesser of (i) the Lender’s Revolving Commitment and (ii) the Formula Amount. Lender may create and maintain additional reserves with respect to the Maximum Amount from time to time based on such credit and collateral considerations as Lender may deem appropriate in the reasonable good faith judgment of the Lender. Borrower under may borrow, prepay (in whole or in part), and reborrow Revolving Credit Loans; provided that the Revolving Loan upon its request up to the aggregate principal amount of all Revolving Credit Loans outstanding at any one time will not exceed the Permitted Loan Limit for Maximum Amount. If the amount of Revolving Credit Loans outstanding at any time exceeds the Maximum Amount, Borrower will immediately pay the amount of such excess to Lender in cash. In the event Borrower fails to pay such excess, Lender may, in its discretion, setoff such amount against any Borrower's working capital needs for ’s accounts at Lender. The Revolving Credit Loans will be evidenced by the operation Third Amended and Restated Revolving Note of the PremisesBorrower of even date herewith and all amendments, extensions and renewals thereto and restatements and replacements thereof (“Revolving Credit Note”). During the Revolving Period, the Borrower shall be entitled to receive the entire The proceeds of the Revolving Loan in one or more Advances pursuant to this Section 4.7 hereofCredit Loans will be used after the Closing Date for working capital and other general business purposes; provided, except as otherwise specifically set forth in this Agreement. After the expiration of the Revolving Loan Period, the Borrower shall not be entitled to receive any further Advance. The Revolving Loan may revolve during the Revolving Period; accordingly, during the Revolving Loan Periodhowever, the Borrower may borrow up to not use the Permitted Loan Limit, repay all or any portion proceeds of such principal amount, and re-borrow up to the Permitted Loan Limit, subject to the terms and conditions set forth herein.
(b) The Revolving Loan shall be evidenced by the Revolving Note and shall be due and payable as required by Section 4.7(k). The Borrower shall not be liable under Credit Loans to repay the Revolving Note except with respect to funds actually advanced to the Borrower by GDB. The Revolving Note shall bear interest from the date thereof on the unpaid principal balance thereof, from time to time outstanding, at a fluctuating interest rate equal to the Revolving Loan Interest RateSubordinated Indebtedness.
(c) (i) From and after the Revolving Loan Maturity Date, (ii) upon the failure of Borrower to pay any interest within (10) days after such interest is due with respect to the Revolving Loan prior to the occurrence of any Default or Event of Default, or
Appears in 1 contract
Samples: Senior Credit Agreement (Streamline Health Solutions Inc.)
Revolving Loan. (a) Subject to and upon the terms and conditions hereof, and relying on the representationsterms, covenants and warranties of conditions hereinafter set forth, the Borrower contained herein, GDB agrees, from time Banks hereby severally agree to time, during the Revolving Period to lend make loans to the Borrower under this Section 2.A. from time to time until and including the Expiration Date (and thereafter until and including July 1 of each succeeding calendar year if no "Event of Default" has occurred and if this Agreement is extended in writing by the Banks and the Borrower for additional one year period(s) pursuant to Section 1 l. J. herein), at such time and in such amount as to each loan as the Borrower shall request, up to but not exceeding in aggregate principal amount at any one time outstanding the Revolving Loan upon its Amount, nor exceeding on a several basis the Revolving Commitment of the Banks. In addition, at the request up of Borrower, which request shall be made by the execution and delivery by Borrower to the aggregate principal amount Agent of Marquette's, LaSalle's or Firstar's standard form application for letters of credit duly completed to reflect the letter of credit being requested, the Banks will severally make advances pursuant to the Revolving Commitment of the Permitted Loan Limit for Banks in the Borrower's working capital needs for form of a letter of credit, the operation form and substance of which shall be determined by the Banks, but without limiting the generality of the Premisesforegoing, the Banks may require a draft thereunder to be accompanied by such documentation as the Banks may deem necessary. During In no event shall the Banks be required to issue any such letter of credit with a term extending beyond the Expiration Date. Any and all letters of credit issued by the Banks shall be treated as an advance under the Revolving Period, Loan. The obligation of Borrower to reimburse the Borrower Banks for any draft(s) submitted under and paid by the Banks pursuant to any such letter(s) of credit shall be entitled to receive the entire proceeds of evidenced by the Revolving Loan Notes. In no event shall the Banks be required to issue any letter(s) of credit hereunder in one or more Advances pursuant to this Section 4.7 hereof, except as otherwise specifically set forth an aggregate amount in this Agreementexcess of $2,000,000.00. After the expiration of the Revolving Loan Period, the Borrower shall not be entitled to receive any further Advance. The Revolving Loan may revolve during the Revolving Period; accordingly, during the Revolving Loan Period, the Borrower may borrow up Subject to the Permitted Loan Limit, repay all or any portion of such principal amount, foregoing and re-borrow up to the Permitted Loan Limit, subject to upon the terms and conditions set forth herein.
(b) The , the Borrower may borrow, repay and re-borrow within the limit of the Revolving Loan shall be evidenced by the Revolving Note and shall be due and payable as required by Amount under this Section 4.7(k). The Borrower shall not be liable under the Revolving Note except with respect to funds actually advanced to the Borrower by GDB. The Revolving Note shall bear interest 2.A. from the date thereof on hereof to and including the unpaid principal balance thereof, from time to time outstanding, at a fluctuating interest rate equal to the Revolving Loan Interest RateExpiration Date.
(c) (i) From and after the Revolving Loan Maturity Date, (ii) upon the failure of Borrower to pay any interest within (10) days after such interest is due with respect to the Revolving Loan prior to the occurrence of any Default or Event of Default, or
Appears in 1 contract
Samples: Restated Revolving Credit and Term Loan Agreement (First Team Sports Inc)
Revolving Loan. (a) Subject to the terms and conditions hereof, and relying on the representations, covenants and warranties of the Borrower contained herein, GDB agrees, from time to time, during the Revolving Period to lend to the Borrower under the Revolving Loan upon its request up to the aggregate principal amount of the Permitted Loan Limit for the Borrower's working capital needs for the operation of the Premises. During the Revolving Period, the Borrower shall be entitled to receive the entire proceeds of the Revolving Loan in one or more Advances pursuant to this Section 4.7 hereof, except as otherwise specifically set forth in this Agreement. After the expiration of the Revolving Loan Period, the Borrower shall not be entitled to receive any further Advance. The Revolving Loan may revolve during the Revolving Period; accordingly, during the Revolving Loan Period, the Borrower may borrow up to the Permitted Loan Limit, repay all or any portion of such principal amount, and re-borrow up to the Permitted Loan Limit, subject to the terms and conditions set forth herein.
, Lender agrees to lend to Borrower, at any time or from time to time on or after the date hereof and before the Revolving Loan Maturity Date, such amounts as may be requested by Borrower in accordance with the terms of this Agreement (beach such borrowing, a "Revolving Advance" and the outstanding principal balance of all Revolving Advances from time to time, the "Revolving Loan"); provided, however, that the aggregate unpaid principal amount of the Revolving Advances outstanding at any time shall not exceed $2,500,000. Each Revolving Advance shall be in an amount equal to $50,000 or an integral multiple of $50,000 in excess thereof and shall be made on the Borrowing Date specified in the Borrowing Notice requesting such Revolving Advance. Subject to and upon the terms and conditions set forth herein, Borrower may borrow, repay (without premium or penalty) and reborrow the Revolving Loan. The Revolving Loan shall be evidenced by by, and be repayable with interest in accordance with the terms of, the Revolving Note. Lender shall endorse on the schedule attached to the Revolving Note (or any continuation thereof) the date and amount of all Revolving Advances and payments on account of the Revolving Loan. All entries shall be due and payable as required presumed correct, absent manifest error. Notwithstanding the foregoing, the failure by Section 4.7(k). The Borrower Lender to make such entries shall not be liable under affect the Revolving Note except with respect to funds actually advanced to rights of Lender or the Borrower by GDB. The Revolving Note shall bear interest from the date thereof on the unpaid principal balance thereof, from time to time outstanding, at a fluctuating interest rate equal to the Revolving Loan Interest Rate.
(c) (i) From and after the Revolving Loan Maturity Date, (ii) upon the failure obligations of Borrower to pay under any interest within (10) days after such interest is due with respect to of the Revolving Loan prior to the occurrence of any Default or Event of Default, orDocuments.
Appears in 1 contract
Revolving Loan. (a) Subject to the terms and conditions hereofof this Agreement, and relying on subject to there being no Event of Default (or event which might, with the representationsgiving of notice or the passage of time, covenants mature into an Event of Default) hereunder, the Bank agrees to lend and warranties relend to the Borrower, upon request by the Borrower made to the Bank in the manner described in Sections 4(b) and (c) below, during the period from the date hereof to the earlier of (A) October 21, 2010, or the termination date of any extension hereof agreed to by the Borrower and the Bank as described below, or (B) the date of the occurrence of an Event of Default, unless waived by the Bank (the earlier of such dates being referred to herein as the “Commitment Termination Date”), a principal sum of up to Five Million Dollars ($5,000,000) (the “Total Commitment Amount”), as the Borrower contained herein, GDB agrees, may from time to time, during the Revolving Period to lend to the Borrower under the Revolving Loan upon its time request up to the aggregate principal amount of the Permitted Loan Limit for the Borrower's ’s working capital needs for (the operation of “Revolving Loan”); provided, however, that the Premises. During the Revolving PeriodBank shall not be required to make, the Borrower shall be entitled to receive the entire proceeds of the Revolving Loan in one or more Advances pursuant to this Section 4.7 hereof, except as otherwise specifically set forth in this Agreement. After the expiration of the Revolving Loan Period, and the Borrower shall not be entitled to receive receive, any further Advance. The Revolving Loan may revolve during if, after giving effect thereto, the Revolving Period; accordingly, during aggregate outstanding principal balance of the Revolving Loan Period, would exceed the Borrower may borrow up to Total Commitment Amount. Each Revolving Loan hereunder shall be in the Permitted Loan Limit, repay all amount of Five Hundred Thousand Dollars ($500,000) or any portion of such principal amount, and re-borrow up to the Permitted Loan Limit, subject to the terms and conditions set forth herein.
(b) a multiple thereof. The Revolving Loan shall be evidenced by an Eighteenth Amended and Restated Revolving Credit Promissory Note given by the Revolving Note and shall be due and payable as required by Section 4.7(k). The Borrower shall not be liable under the Revolving Note except with respect to funds actually advanced to the Borrower by GDBBank in substantially the form of Exhibit F attached hereto, as amended and/or restated from time to time (the “Revolving Note”). The Revolving Note shall bear interest from mature and be payable in full on October 21, 2010, unless accelerated or extended as described herein. The Revolving Note shall replace the date thereof on Seventeenth Amended and Restated Revolving Credit Promissory Note dated as of December 3, 2007 given by the unpaid Borrower to the Bank (the “Prior Note”), and amounts outstanding under the Prior Note shall not be deemed cancelled or satisfied, but shall be evidenced by the Revolving Note instead of by the Prior Note. If the outstanding principal balance thereofof the Revolving Loan at any time exceeds the Total Commitment Amount, from time to time outstandingthe Borrower shall immediately, without notice or demand, reduce the outstanding principal balance of the Revolving Loan such that the Total Commitment Amount is not exceeded. Upon request by the Borrower, the Bank may consider extensions of the Commitment Termination Date, but is not hereby committing in any way thereto. Upon any such extension, at the option of the Bank, the Borrower shall execute a fluctuating interest rate equal new promissory note substantially identical to the Revolving Loan Interest Rate.
(c) (i) From Note, except reflecting the new Commitment Termination Date, which thereupon shall be the Revolving Note hereunder. Notwithstanding anything to the contrary herein, the Borrower covenants and after agrees to pay down the outstanding balance of the Revolving Loan Maturity Date, (ii) upon the failure of Borrower to pay any interest within (10) days after such interest is due with respect to and the Revolving Loan prior Note to Zero Dollars ($0) for not less than thirty (30) consecutive days during each of the occurrence of any Default or Event of DefaultBorrower’s fiscal years, orhaving commenced with the Borrower’s fiscal year beginning on June 3, 2002.
Appears in 1 contract
Revolving Loan. (a) Subject to the terms and conditions hereof, and relying on upon the representations, covenants representations and warranties of herein set forth, Lender agrees to extend a revolving credit loan (the Borrower contained herein, GDB agrees, from time to time, during the “Revolving Period to lend Loan”) to the Borrower under by making loans to the Borrower on a revolving basis on any one or more Business Days prior to the Maturity Date, up to an aggregate principal amount not exceeding the Revolving Loan upon its request up to the aggregate principal amount of the Permitted Loan Limit for the Borrower's working capital needs for the operation of the PremisesAvailable Amount on such Business Day. During the Revolving Period, the Borrower shall be entitled to receive the entire proceeds of the Revolving Loan in one or more Advances pursuant to this Section 4.7 hereof, except as otherwise specifically set forth in this Agreement. After the expiration of the Revolving Loan Period, the Borrower shall not be entitled to receive any further Advance. The Revolving Loan may revolve Within such limits and during the Revolving Period; accordingly, during the Revolving Loan Period, the Borrower may borrow up to the Permitted Loan Limit, repay all or any portion of such principal amount, period and re-borrow up to the Permitted Loan Limit, subject to the terms and conditions set forth hereinof this Agreement, the Borrower may borrow, repay and reborrow the Revolving Loan. Subject to Section 2.3 hereof, loans extended with respect to the Revolving Loan shall be comprised of Revolving Base Rate Loans and/or Revolving LIBOR Rate Loans as selected by the Borrower. The principal amount outstanding under the Revolving Loan Commitment shall not, at any time, exceed the Borrowing Base. If at any time the principal amount outstanding under the Revolving Loan Commitment exceeds the Borrowing Base, then the amount of such excess shall be immediately due and payable by the Borrower to the Lender. Notwithstanding the foregoing, the parties have agreed that Borrower may, request and obtain Two Million Dollars ($2,000,000.00) of the Revolving Loan Commitment without the requirement of sufficient Borrowing Base; provided, however, any request for funds under the Revolving Loan Commitment above Two Million Dollars ($2,000,000.00) of principal, outstanding at any time, shall not exceed the then available Borrowing Base. For purposes of illustration, should Borrower request an additional Two Million Five Hundred Thousand Dollars ($2,500,000.00) under the Revolving Loan Commitment, Borrower shall be required to document to Lender a Borrowing Base of Two Million Five Hundred Thousand Dollars, to receive the requested funds.
(b) The Borrower shall execute and deliver to the Lender to evidence the Revolving Loan shall be evidenced made by the Revolving Note and shall be due and payable as required by Section 4.7(k). The Borrower shall not be liable Lender under the Revolving Note except with respect to funds actually advanced to the Borrower by GDB. The Loan Commitment, a revolving credit note (a “Revolving Note Note”) which shall bear interest from be (i) dated the date thereof on of the unpaid Closing Date; (ii) in the principal balance thereof, from time to time outstanding, at a fluctuating interest rate equal to amount of the Revolving Loan Interest Rate.
Commitment; and (ciii) in the form attached as Exhibit 2, appropriately completed. The Lender shall post (i) From the date and after the Revolving Loan Maturity Date, (ii) upon the failure principal amount of Borrower to pay any interest within (10) days after such interest is due each borrowing with respect to the Revolving Loan prior made under the Revolving Note; (ii) the Type of Revolving Loan; (iii) the rate of interest each such borrowing will bear; and (iv) each payment of principal thereon; provided, however, that any failure of the Lender to so post shall not affect the occurrence of any Default or Event of Default, orBorrower’s obligations thereunder.
Appears in 1 contract
Revolving Loan. (a) Subject to the terms and conditions of this Agreement and the other Loan Documents, prior to the Revolving Loan Termination Date, and provided no Event of Default shall exist or the occurrence of any event which, with the giving of notice or the passage of time, or both, will become an Event of Default hereunder, Lender will, at Borrower’s request, cause cash advances to be made pursuant to the Revolving Loan to be issued for the account of Borrower; provided, however, no Advance shall be made in an amount wherein the aggregate of all Revolving Loans exceeds Loan Availability for the Revolving Loan then in effect. Subject to the terms and conditions hereof, Revolving Loans may be repaid and relying on the representations, covenants and warranties of the Borrower contained herein, GDB agrees, from time to time, during the Revolving Period to lend to the Borrower under principal amount thereof reborrowed before the Revolving Loan upon its request up to Termination Date. If at any time the outstanding aggregate principal amount balance of the Permitted Revolving Loans exceeds the Loan Limit for the Borrower's working capital needs for the operation of the Premises. During the Revolving PeriodAvailability, the Borrower shall immediately, and without the necessity of a demand by Lender, pay to Lender such amount as may be entitled necessary to receive eliminate such excess, and a failure to do so shall constitute an Event of Default. In the entire proceeds event that the availability of the Revolving Loan in one or more Advances pursuant to this Section 4.7 hereof, except as otherwise specifically set forth in hereunder expires by the terms of this Agreement. After , or by the expiration terms of any agreement extending the Maturity Date of the Revolving Loan, Lender may, in its sole discretion, continue to make requested advances; however, it is expressly acknowledged and agreed that, in such event, Lender shall have the right, in its sole discretion, to decline to make any requested advance and may require payment in full of the Revolving Loan Period, at any time and the Borrower making of any such advances shall not be entitled to receive any further Advance. The Revolving Loan may revolve during the Revolving Period; accordingly, during the Revolving Loan Period, the Borrower may borrow up to the Permitted Loan Limit, repay all or any portion construed as a waiver of such principal amount, and re-borrow up to the Permitted Loan Limit, subject to the terms and conditions set forth hereinright by Lxxxxx.
(b) The Revolving Loan shall be evidenced by the Revolving Note and shall be due and payable as required by Section 4.7(k). The Borrower shall not be liable under the Revolving Note except with respect to funds actually advanced to the Borrower by GDB. The Revolving Note shall bear interest from the date thereof on the unpaid principal balance thereof, from time to time outstanding, at a fluctuating interest rate equal to the Revolving Loan Interest Rate.
(c) (i) From and after the Revolving Loan Maturity Date, (ii) upon the failure of Borrower to pay any interest within (10) days after such interest is due with respect to the Revolving Loan prior to the occurrence of any Default or Event of Default, or
Appears in 1 contract
Revolving Loan. Lenders agree to make available to Borrower, in an amount not to exceed each such Lender's Percentage of the Revolving Loan, a revolving line of credit (athe "Revolving Loan") in the maximum principal amount outstanding at any one time of SEVENTEEN MILLION DOLLARS ($17,000,000) (the "Revolving Commitment Limit"), which Revolving Loan shall be evidenced by one or more Revolving Notes, each substantially in the form of Exhibit A hereto (each, a "Revolving Note" and collectively the "Revolving Notes"). Each Revolving Note shall be registered in the name of a Lender and shall have a maximum 20 principal amount equal to such Lender's Percentage of the Commitment. The Revolving Loan shall mature and be payable in full on the Revolving Maturity Date. Subject to the terms and conditions hereofof this Agreement, and relying on the representationsincluding without limitation, covenants and warranties of the Section 3.7, Borrower contained herein, GDB agrees, may from time to time, during time repay all or a portion of the Revolving Period to lend to the Borrower amounts outstanding under the Revolving Loan upon its request up (together with accrued interest to the aggregate date of repayment on the principal amount so repaid), which amounts may be reborrowed (subject to the Revolving Commitment Limit and the Available Amount) so long as the Commitment of the Permitted Loan Limit for the Borrower's working capital needs for the operation of the Premises. During the Revolving Period, the Borrower shall be entitled Lenders to receive the entire proceeds of make Advances under the Revolving Loan in one or more Advances pursuant to this Section 4.7 hereof, except as otherwise specifically set forth in this Agreementhas not been terminated. After In no event shall the expiration sum of the Revolving Loan Period, aggregate outstanding Advances plus the Borrower shall not be entitled to receive any further Advance. The Revolving Loan may revolve during outstanding Letter of Credit Obligations plus the Revolving Period; accordingly, during Real Estate Reserve exceed the Revolving Loan Period, the Borrower may borrow up to the Permitted Loan Limit, repay all or any portion lesser of such principal amount, and re-borrow up to the Permitted Loan Limit, subject to the terms and conditions set forth herein.
(b) The Revolving Loan shall be evidenced by the Revolving Note and shall be due and payable as required by Section 4.7(k). The Borrower shall not be liable under the Revolving Note except with respect to funds actually advanced to the Borrower by GDB. The Revolving Note shall bear interest from the date thereof on the unpaid principal balance thereof, from time to time outstanding, at a fluctuating interest rate equal to the Revolving Loan Interest Rate.
(c) (i) From and after the Revolving Loan Maturity Date, Commitment Limit or (ii) upon the failure of Borrower to pay any interest within (10) days after such interest is due with respect to the Revolving Loan prior to the occurrence of any Default or Event of Default, orAvailable Amount.
Appears in 1 contract
Samples: Loan Agreement (Summa Industries)
Revolving Loan. (a) Subject to The Lender agrees, on the terms and conditions hereof, and relying on the representations, covenants and warranties of the Borrower contained herein, GDB agrees, from time to time, during the Revolving Period to lend subject to the Borrower under the conditions herein set forth, to make Revolving Loan upon its request up to the aggregate principal amount of the Permitted Loan Limit for the Borrower's working capital needs for the operation of the Premises. During the Revolving Period, the Borrower shall be entitled to receive the entire proceeds Advances of the Revolving Loan to the Borrower from time to time from the date all of the conditions set forth in one or more Section 3.1 are satisfied to the Maturity Date. Proceeds of the Revolving Loan shall be used to refinance existing debt with the Lender and Xxxxx Fargo Bank, N.A., to finance working capital and other general corporate purposes. The Lender shall have no obligation to make a Revolving Advance if, after giving effect to such requested Revolving Advance, the sum of the outstanding and unpaid Revolving Advances pursuant would exceed $20,000,000. The Borrower's obligation to this Section 4.7 hereof, except pay the Revolving Advances shall be evidenced by the Note and shall be secured by the Collateral and Security Documents as otherwise specifically provided herein. Within the limits set forth in this Agreement. After the expiration of the Revolving Loan Period, the Borrower shall not be entitled to receive any further Advance. The Revolving Loan may revolve during the Revolving Period; accordingly, during the Revolving Loan PeriodSection 2.2, the Borrower may borrow up borrow, prepay and reborrow. The Borrower agrees to comply with the following procedures in requesting Revolving Advances under this Section 2.2:
(a) The Borrower shall make each Request for Advance to the Permitted Loan Limit, repay all or any portion Lender before 11:00 a.m. (Denver time) three Business Days prior to the date of such principal amountthe requested Revolving Advance (with respect to a LIBOR Advance) and on the same Business Day of the requested Revolving Advance (in the case of a Floating Rate Advance). Requests for Revolving Advances must be made in writing on the form attached hereto as Exhibit A specifying (w) the date of the requested Revolving Advance, and re-borrow up (x) the amount thereof, (y) whether the Revolving Advance will be a LIBOR Advance or a Floating Rate Advance and (z) the duration of the Interest Period applicable to any LIBOR Advance. If a request for a Revolving Advance shall fail to specify the Permitted Loan Limitduration of any Interest Period for a LIBOR Advance, subject to such Interest Period shall be one month. Each Request for Revolving Advance shall be by any Authorized Officer of the terms and conditions set forth hereinBorrower.
(b) The Promptly upon fulfillment of the applicable conditions set forth herein and in Article III, the Lender shall disburse the proceeds of the requested Revolving Loan Advance by crediting the same to the Borrower's demand deposit account maintained with the Lender, unless the Lender and the Borrower shall be evidenced by the Revolving Note and shall be due and payable as required by Section 4.7(k)agree in writing to another manner of disbursement. The Borrower shall repay all Revolving Advances even if the Authorized Officer requesting a Revolving Advance was not in fact authorized to do so. Any request for a Revolving Advance shall be liable under the Revolving Note except with respect deemed to funds actually advanced to be a representation by the Borrower by GDB. The Revolving Note shall bear interest from that the date thereof on conditions set forth in Article III have been satisfied as of the unpaid principal balance thereof, from time to time outstanding, at a fluctuating interest rate equal to of the Revolving Loan Interest Raterequest.
(c) (i) From Each Revolving Advance which shall accrue interest at the Adjusted LIBOR Rate shall be in a minimum amount of $1,000,000 and after for any advances over $1,000,000, in minimum increments of $500,000, and each Revolving Advance which shall accrue interest at the Revolving Loan Maturity DateFloating Rate shall be in a minimum amount of $100,000, (ii) upon the failure and for any advances over $100,000, in minimum increments of Borrower to pay any interest within (10) days after such interest is due with respect to the Revolving Loan prior to the occurrence of any Default or Event of Default, or$100,000.
Appears in 1 contract
Revolving Loan. (a) Subject to the terms and conditions hereofof this Agreement, provided no Event of Default exists, Bank shall lend to Borrower, when requested by Borrower, Revolving Loans aggregating up to the lesser of (i) $8,000,000.00 or (ii) the sum of (A) the Aggregate Loan Values as determined by Bank from the periodic reports submitted by Borrower to Bank, plus (B) the Overadvance Cap. Within these limits, Borrower may borrow, make payments, and relying on the representationsreborrow under this Agreement; provided, covenants and warranties of the Borrower contained hereinhowever, GDB agrees, from time to time, during the Revolving Period to lend to the Borrower that (1) all requests for advances under the Revolving Loan upon its request up shall be in writing, signed by an officer of Borrower, and shall be submitted to Bank at least two (2) Business Days prior to the aggregate principal amount of the Permitted Loan Limit for the Borrower's working capital needs for the operation of the Premises. During the Revolving Period, the date on which funds are requested to be advanced; and (2) Borrower shall be entitled to receive the entire proceeds of may obtain advances under the Revolving Loan in one or more Advances pursuant only if it complies with all the following requirements: (i) Borrower delivers to this Section 4.7 hereof, except as otherwise specifically set forth in this Agreement. After the expiration Bank along with any advance request a list of the Revolving Loan Perioduses of the requested advance funds, which uses the Borrower certifies in writing are necessary to maintain the ordinary business operations of the Borrower; and (ii) at the time of each such advance request, no Event of Default shall not have occurred and be entitled to receive any further Advance. The Revolving Loan may revolve during the Revolving Period; accordinglycontinuing, during the Revolving Loan Period, and the Borrower may borrow up to the Permitted Loan Limit, repay all certifies in writing that there are no Events of Default under this Agreement or any portion of such principal amount, and re-borrow up to the Permitted other Loan Limit, subject to the terms and conditions set forth hereinDocuments.
(b) Borrower shall execute and deliver to Bank one amended and restated revolving note (the “Revolving Note”) in the face amount of the Revolving Loan, payable to the order of Bank and evidencing Borrower’s obligation to repay the Revolving Loan. The outstanding principal balance of the Revolving Loan shall bear interest until paid in full at a rate per annum equal to the Base Rate plus 2.75%. Interest shall be evidenced by paid to Bank on the amount of the Revolving Note Loan outstanding and shall be due payable monthly in arrears on the first day of each month beginning with February 1, 2001, and payable as required by Section 4.7(k). The Borrower shall not be liable under continuing on the Revolving Note except with respect to funds actually advanced to the Borrower by GDB. The Revolving Note shall bear interest from the date thereof on same day of each month thereafter until the unpaid principal balance thereof, from time to time outstanding, at a fluctuating interest rate equal to of the Revolving Loan has been repaid in full. The Base Rate on the date of this Agreement is ___ percent. Interest Rateshall be calculated based on a 360-day year.
(c) Borrower shall submit a Borrower’s Report in the form attached hereto as Exhibit “2.1(c)” (ior in such other form as may be furnished by Bank from time to time) From on the date of this Agreement and after at least weekly thereafter during the term of this Agreement. Each such Borrower’s Report shall be signed by an officer or employee of Borrower authorized by the Board of Directors of that corporation to execute such reports, whose name(s) shall be included in a certified resolution furnished to Bank. Bank shall make disbursements under the Revolving Loan on an automatic basis by funding checks drawn on a controlled disbursement account to be established by Borrower with Bank. Bank shall make any disbursements under the Revolving Loan only if the terms and provisions of this Agreement have been satisfied, including the absence of an Event of Default.
(d) If the outstanding principal amount of the Revolving Loan at any time exceeds the lesser of (1) $8,000,000.00 or (2) the sum of (A) the Aggregate Loan Values as reflected on Borrower’s Report plus (B) the Overadvance Cap, Borrower shall immediately pay Bank such excess as a reduction of the principal amount of the Revolving Loan. Borrower may request and Bank may be willing in its sole and absolute discretion to make advances in excess of such maximum principal amounts. Bank shall enter any such advances as debits in the Loan Account. All advances in excess of the maximum principal amount shall be payable on demand, secured by the Collateral, and bear interest as provided in this Agreement for Revolving Loans generally. ’(e) Borrower shall pay to Bank on the Maturity Date, (ii) upon the failure of Borrower to pay any Date all outstanding principal and accrued interest within (10) days after such interest is due with respect to the Revolving Loan prior not previously repaid.A ’(f) From the date of this Agreement to and including the maturity date of the Revolving Loan, the outstanding principal balance of the Revolving Loan shall bear interest until paid in full at a rate per annum equal to the occurrence of any Default or Event of Default, orBase Rate plus 2.75% .’
Appears in 1 contract
Samples: Loan and Security Agreement (Display Technologies Inc)
Revolving Loan. (a) Subject to the terms and conditions hereofof this Agreement, each Lender, jointly and relying severally, agrees to loan to Borrowers after the Closing Date (but not on the representations, covenants and warranties of the Borrower contained herein, GDB agrees, from time Closing Date) an amount not to time, during the Revolving Period to lend to the Borrower under the Revolving Loan upon exceed its request up to the aggregate principal amount of the Permitted Loan Limit for the Borrower's working capital needs for the operation of the Premises. During the Revolving Period, the Borrower shall be entitled to receive the entire proceeds Percentage Interest of the Revolving Loan Commitment in one or more Advances pursuant to this Section 4.7 hereofLoans (each, except as otherwise specifically set forth in this Agreement. After the expiration of the a “Revolving Loan PeriodLoan”), the Borrower shall not be entitled to receive any further Advance. The Revolving Loan which Borrowers may revolve during the Revolving Period; accordinglyborrow, during the Revolving Loan Period, the Borrower may borrow up to the Permitted Loan Limit, repay all or any portion of such principal amountrepay, and re-borrow up to under this Agreement (the Permitted Loan Limit, subject to the terms and conditions set forth herein.
(b) The “Revolving Loan shall be evidenced by the Revolving Note and shall be due and payable as required by Section 4.7(kCredit Facility”). The Borrower shall not be liable Lender’s commitment to lend under the Revolving Note except with respect Credit Facility shall expire upon the earlier to funds actually advanced to the Borrower by GDB. The Revolving Note shall bear interest from the date thereof on the unpaid principal balance thereof, from time to time outstanding, at a fluctuating interest rate equal to the Revolving Loan Interest Rate.
(c) occur of (i) From and after the payment in full of the Term Loan or (ii) 2:00 p.m. on the last Business Day preceding the Revolving Loan Maturity Date; provided that, Borrowers’ obligations and Lender’s rights under the Loan Documents shall continue in effect until the Obligation is paid in full. Each Lender shall fund its Percentage Interest of each Revolving Loan, except as otherwise mutually agreed by the Lenders. In addition to compliance with the conditions precedent specified in Section 5.4, each Revolving Loan shall be subject to the following conditions:
(i) each Revolving Loan must occur on a Business Day and no later than the Business Day immediately preceding the Revolving Loan Maturity Date;
(ii) upon Lender must receive Borrowers’ Loan Request for each Revolving Loan by 10:00 a.m. on the failure fifth Business Day before the date of Borrower the proposed Loan Date;
(iii) Borrowers shall not request more than one (1) Revolving Loan in any five (5) Business Day period;
(iv) each Revolving Loan (unless the remaining Available Revolving Amount is less) must be in an amount not less than $100,000 or a greater integral multiple of $100,000;
(v) no Revolving Loan may exceed the Available Revolving Amount; and
(vi) after giving effect to pay any interest within (10) days after such interest is due with respect to Revolving Loan, the Revolving Loan prior to Principal Debt may not exceed the occurrence lesser of any Default or Event of Default, or(A) the Revolving Loan Commitment and (B) the Borrowing Base Amount.
Appears in 1 contract
Samples: Loan Agreement (Glowpoint, Inc.)
Revolving Loan. (a) Subject to the terms and conditions hereofconditions, and relying on upon the representations, covenants representations and warranties of the Borrower contained herein, GDB agrees, from time to time, during the Revolving Period to lend to the Borrower under the Revolving Loan upon its request up to the aggregate principal amount of the Permitted Loan Limit for the Borrower's working capital needs for the operation of the Premises. During the Revolving Period, the Borrower shall be entitled to receive the entire proceeds of the Revolving Loan in one or more Advances pursuant to this Section 4.7 hereof, except as otherwise specifically set forth in this Agreement. After , Fleet agrees to make revolving loans (each a "Revolving Loan") to Borrower at any time and from time to time until terminated as provided in Section 3.02 below, up to the expiration principal amount of the Revolving Loan PeriodNote. In addition to this Agreement, the Borrower shall not be entitled to receive any further Advance. The Revolving Loan may revolve during the Revolving Period; accordingly, during the Revolving Loan Period, the Borrower may borrow up to the Permitted Loan Limit, repay all or any portion of such principal amount, and re-borrow up to the Permitted Loan Limit, subject to the terms and conditions set forth herein.
(b) The Revolving Loan shall be evidenced by the Commercial Revolving Promissory Note of this date, a copy of which is attached as Exhibit "A" (the "Revolving Loan Note"). Procedure For Revolving Loan Borrowing. Provided that the Revolving Loan Commitment has not been terminated as provided in Section 3.02 below, during the Revolving Loan Commitment Period Borrower may borrow under the Revolving Loan Commitment by giving Fleet irrevocable notice of a request for a Revolving Loan, such irrevocable notice setting forth (A) the amount of the Loan requested, which shall not be less than $25,000, and (B) the requested Borrowing Date, (i) which date shall not be less than two (2) days with respect to a LIBOR Loan, as such term is defined in the Note, or (ii) which date may be the same date of such notice with respect to Prime Rate loans. Such notice must be written (including, without limitation, via facsimile transmission) and shall be due and payable as required sufficient if received by 2:00 p.m. (Eastern Standard Time) on the date on which such notice is to be given. Unless notification is otherwise furnished by Borrower to Fleet (in a manner consistent with the requirements of this Section 4.7(k2.01(a)), Revolving Loans will be made by credits to Borrower's deposit account maintained with Fleet. The Borrower shall not be liable Advances under the Revolving Loan Note except with respect may be used for issuance of commercial letters of credit for the account of the Borrower. All commercial letters of credit shall be made available at standard issuance costs and may have expiration dates of up to funds actually advanced to the Borrower by GDB. The Revolving Note shall bear interest from the date thereof on the unpaid principal balance thereof, from time to time outstanding, at a fluctuating interest rate equal to the Revolving Loan Interest Rate.
ninety (c90) (i) From and days after the Revolving Loan Maturity Date, (ii) upon the failure of Borrower to pay any interest within (10) days after such interest is due with respect to the Revolving Loan prior to the occurrence of any Default or Event of Default, or.
Appears in 1 contract
Revolving Loan. (a) Subject Bank agrees to make advances to Borrowers from time to time until the Review Date, subject to all of the terms and conditions hereof, of this Agreement (the "Loan"). All requests by Borrowers for advances shall be made in such manner and relying on the representations, covenants form and warranties of the Borrower contained herein, GDB agrees, with such prior notice to Bank as Bank may reasonably require from time to time. Each such request (other than a request made under Subsection 2.01(d)) shall contain or be accompanied by such information and documents (which shall be Certified if required by Bank) concerning the Collateral, during Borrowers' financial condition, use of the Revolving Period proceeds of such advance and of advances previously made and/or any other matters as Bank may from time to lend time require. In no event shall Bank be obligated to make any advance hereunder if a Default or an Event of Default shall have occurred or if such advance would cause the Borrower under the Revolving Loan upon its request up to the aggregate total principal amount of advances made and outstanding hereunder to exceed the Permitted Maximum Loan Limit Amount. Even if the total principal amount of advances outstanding shall at any time and for any reason exceed the Maximum Loan Amount, Borrowers and all guarantors shall nonetheless be liable for the Borrowerentire principal amount outstanding, with interest thereon at the rate and calculated in the manner provided herein and in the Note, in accordance with and subject to this Agreement, the Note and the guaranties of such guarantors. If the total principal amount of advances outstanding under the Loan shall at any time exceed the Maximum Loan Amount, Borrowers shall pay to Bank within one (1) Banking Day after demand the amount of such excess, with interest thereon at the rate and calculated in the manner provided herein and in the Note. Borrowers agree that Borrowers shall be jointly and severally liable for, and the Collateral shall secure, the repayment of each advance made by Bank to or for any Borrower hereunder, with interest at the rate and calculated in the manner provided herein and in the Note, whether or not such advance was duly requested or authorized by any Borrower and whether or not any person requesting such advance was duly authorized to make such request. Subject to all of the terms and conditions of this Agreement and the Other Agreements, Borrowers may borrow, repay and reborrow hereunder until the Review Date. All principal, all accrued and unpaid interest and all other sums and charges owing to Bank hereunder shall be due and payable on the Review Date without demand. Bank may, in its sole discretion, agree, but only in writing, to extend the Review Date for such time and upon such terms and conditions as Bank shall determine in its sole discretion.
(b) Borrowers' joint and several obligation to repay the Loan with interest shall be evidenced by, and the Loan shall be repaid with interest in accordance with, the Note.
(c) Borrowers jointly and severally agree to pay to Bank, in consideration of Bank's working capital needs making credit available to Borrowers under the Loan, a monthly facility fee payable, for the operation prior calendar month or portion thereof, on the first (1st) of each month after the date hereof. The facility fee shall be calculated on the average daily unborrowed amount of the Premises. During Maximum Loan Amount during each calendar month or portion thereof at a rate per annum (based on a year of 360 days for the Revolving Periodactual number of days elapsed) re-established effective as of each Adjustment Date which shall equal (i) thirty one-hundredths of one percent (0.30%) if the ratio of Consolidated Liabilities to Consolidated Tangible Net Worth at the conclusion of the Applicable Measurement Period is greater than 3.0 to 1.0, and (ii) one-quarter of one percent (0.25%) if the ratio of Consolidated Liabilities to Consolidated Tangible Net Worth at the conclusion of the Applicable Measurement Period is equal to or less than 3.0 to 1.0; provided, however, that (x) from Closing until the first Adjustment Date occurring after the delivery of the financial statements of Borrowers for the monthly period ending March 31, 1997, the Borrower applicable rate shall be entitled thirty one- hundredths of one percent (0.30%), and (y) upon the occurrence and during the continuance of any Event of Default, the facility fee shall accrue at the rate of thirty one-hundredths of one percent (0.30%).
(d) In order to receive accommodate Borrowers' desire to manage their cash by initiating borrowings and payments under Bank's target balance management program, borrowings and payments under the entire proceeds Loan may be requested and made as follows. Until termination of Bank's target balance management program, presentment of any Instrument on the Management Account at a time when Excess Funds in the Management Account are not sufficient to cover the Instrument fully shall constitute a request by Borrowers for an advance. Bank may, in its sole discretion, honor any such Instrument and make an advance to Borrowers under the Loan in an amount at least equal to the face amount of the Revolving Instrument; provided, however, that if (i) it would be appropriate for Bank to honor an Instrument but for an insufficiency of funds in the Management Account, (ii) the Loan advance necessary to provide sufficient funds in the Management Account to honor the instrument would not cause the total principal amount of advances made and outstanding hereunder to exceed or to further exceed the Maximum Loan Amount, and (iii) no Default or Event of Default has occurred and is continuing, Bank shall make an advance to Borrowers under the Loan in one or more Advances pursuant the amount necessary to this Section 4.7 hereofprovide sufficient funds in the Management Account to honor the Instrument. Bank will monitor the Management Account on each Banking Day to determine the amount of Excess Funds, except as otherwise specifically set forth if any, in this Agreement. After the expiration Management Account, and Borrowers authorize Bank to transfer Excess Funds from the Management Account and apply the same in payment of the Revolving advances outstanding under the Loan. Borrowers further authorize Bank to make advances to Borrowers from time to time under the Loan Periodin the amounts necessary to cause Available Funds to equal the Target Balance.
(e) Borrowers shall pay to Bank a monthly service charge for the services to be performed by Bank under its target balance management program, which charge shall be determined according to the Borrower schedule of such charges as the same may be established from time to time by Bank. Borrowers acknowledge that the services to be performed by Bank under its target balance management program are provided as a service accommodation to Borrowers and do not and shall not constitute conditions to or consideration for the Obligations and, therefore, Bank shall have no liability to Borrowers and Borrowers shall not be entitled to receive any further Advance. The Revolving reduction in interest charged to Borrowers under the Loan may revolve during on account of any failure of Bank to cause any reduction to be made in the Revolving Period; accordingly, during principal amount outstanding under the Revolving Loan Period, the Borrower may borrow up to the Permitted Loan Limit, repay all or any portion of such principal amount, and re-borrow up to the Permitted Loan Limit, subject to the terms and conditions set forth hereinLoan.
(bf) The Revolving At any time Bank may terminate the operation of the target balance management program without prior notice to Borrowers; provided, however, that unless a Default or Event of Default shall have occurred and be continuing, Bank agrees to provide not less than two (2) Banking Days' written notice of any such termination to Borrowers. Borrowers may terminate the operation of the target balance management program upon two (2) Banking Days' written notice to Bank of such termination. After termination of the target balance management program, advances under the Loan shall be evidenced requested by the Revolving Note Borrowers in such manner and shall be due form and payable with such prior notice as required by Section 4.7(k). The Borrower shall not be liable under the Revolving Note except with respect to funds actually advanced to the Borrower by GDB. The Revolving Note shall bear interest from the date thereof on the unpaid principal balance thereof, Bank may from time to time outstandingrequire. Each such request shall contain or be accompanied by such information and documents (which shall be Certified if required by Bank) concerning the Collateral, at a fluctuating interest rate equal the financial condition of Borrowers, the use of the proceeds of such advance and of advances previously made and/or any other matters as Bank may from time to the Revolving Loan Interest Ratetime require.
(c) (i) From and after the Revolving Loan Maturity Date, (ii) upon the failure of Borrower to pay any interest within (10) days after such interest is due with respect to the Revolving Loan prior to the occurrence of any Default or Event of Default, or
Appears in 1 contract
Revolving Loan. (a) Subject to the terms and conditions hereof, and relying on Lender agrees to make loans (the representations, covenants and warranties of the “Revolving Credit Loans”) to Borrower contained herein, GDB agrees, at Borrower’s request from time to time, time during the term of this Agreement in an aggregate amount outstanding at any time for all Revolving Period Credit Loans not exceeding the following (as further adjusted pursuant to lend this Section 1.1(a), the “Maximum Amount”): the lesser of (i) the Lender’s Revolving Commitment and (ii) the Formula Amount. Lender may create and maintain additional reserves with respect to the Maximum Amount from time to time based on such credit and collateral considerations as Lender may deem appropriate in the reasonable good faith judgment of the Lender. Borrower under may borrow, prepay (in whole or in part), and reborrow Revolving Credit Loans; provided that the Revolving Loan upon its request up to the aggregate principal amount of all Revolving Credit Loans outstanding at any one time will not exceed the Permitted Loan Limit for Maximum Amount. If the amount of Revolving Credit Loans outstanding at any time exceeds the Maximum Amount, Borrower will immediately pay the amount of such excess to Lender in cash. In the event Borrower fails to pay such excess, Lender may, in its discretion, setoff such amount against any Borrower's working capital needs for ’s accounts at Lender. The Revolving Credit Loans will be evidenced by the operation Fifth Amended and Restated Revolving Note of Borrower dated as of the Premisesdate hereof and all amendments, extensions and renewals thereto and restatements and replacements thereof (“Revolving Credit Note”). During the Revolving Period, the Borrower shall be entitled to receive the entire The proceeds of the Revolving Loan in one or more Advances pursuant to this Section 4.7 hereofCredit Loans will be used after the Closing Date for working capital and other general business purposes; provided, except as otherwise specifically set forth in this Agreement. After the expiration of the Revolving Loan Period, the Borrower shall not be entitled to receive any further Advance. The Revolving Loan may revolve during the Revolving Period; accordingly, during the Revolving Loan Periodhowever, the Borrower may borrow up to not use the Permitted Loan Limit, repay all or any portion proceeds of such principal amount, and re-borrow up to the Permitted Loan Limit, subject to the terms and conditions set forth herein.
(b) The Revolving Loan shall be evidenced by the Revolving Note and shall be due and payable as required by Section 4.7(k). The Borrower shall not be liable under Credit Loans to repay the Revolving Note except with respect to funds actually advanced to the Borrower by GDB. The Revolving Note shall bear interest from the date thereof on the unpaid principal balance thereof, from time to time outstanding, at a fluctuating interest rate equal to the Revolving Loan Interest RateSubordinated Indebtedness.
(c) (i) From and after the Revolving Loan Maturity Date, (ii) upon the failure of Borrower to pay any interest within (10) days after such interest is due with respect to the Revolving Loan prior to the occurrence of any Default or Event of Default, or
Appears in 1 contract
Samples: Senior Credit Agreement (Streamline Health Solutions Inc.)
Revolving Loan. (a) Subject From the Closing Date to (but not including) the Termination Date, the Lender agrees, upon the terms and subject to the conditions hereofof this Agreement, and relying on to make a revolving loan (the representations"Revolving Loan") available to the Borrower, covenants and warranties of pursuant to which the Borrower contained hereinmay from time to time borrow from the Lender and repay and reborrow, GDB agreessuch sums as may be needed by the Borrower for the purposes expressed in this Agreement, up to an amount at any one time outstanding not exceeding the Maximum Available Amount in effect from time to time, during less the Revolving Period sum of (i) then outstanding Letter of Credit Borrowings, (ii) then outstanding Reimbursement Obligations and (iii) then outstanding overdrafts that the Borrower may have with respect to lend any and all operating accounts established by the Borrower with the Lender.
(b) Each advance to the Borrower under the Revolving Loan upon its (an "Advance") shall be made not more frequently than once each Business Day and shall be made either on telephone request up by the Borrower to the aggregate principal Lender not later than noon (Birmingham, Alabama time) on the day on which the Advance is to be made or in accordance with the provisions of the automated Control Account-Credit Line Service Agreement executed by the Borrower in favor of the Lender (the "Disbursement Agreement"). Not later than 2:00 p.m. Birmingham, Alabama time on the date specified for the Advances, the Lender shall make available the amount of the Permitted Loan Limit for the Borrower's working capital needs for the operation of the Premises. During the Revolving Period, the Borrower shall Advances to be entitled to receive the entire proceeds of the Revolving Loan in one or more Advances pursuant to this Section 4.7 hereof, except as otherwise specifically set forth in this Agreement. After the expiration of the Revolving Loan Period, the Borrower shall not be entitled to receive any further Advance. The Revolving Loan may revolve during the Revolving Period; accordingly, during the Revolving Loan Period, the Borrower may borrow up to the Permitted Loan Limit, repay all or any portion of made by it on such principal amount, and re-borrow up to the Permitted Loan Limit, subject to the terms and conditions set forth herein.
(b) The Revolving Loan shall be evidenced by the Revolving Note and shall be due and payable as required by Section 4.7(k). The Borrower shall not be liable under the Revolving Note except with respect to funds actually advanced date to the Borrower by GDBdepositing the proceeds thereof into an account with the Lender or with an Affiliate of the Lender in the name of the Borrower. The Revolving Note Advances shall bear interest from as provided in Section 2.3. The Lender's obligation to make Advances shall terminate, if not sooner terminated pursuant to the date thereof provisions of this Agreement, on the unpaid principal balance thereofTermination Date. The Lender shall have no obligation to make Advances if an Event of Default exists. The Lender may, at its option, without any request by the Borrower, make Advances to itself for the purpose of paying overdrafts that the Borrower may have from time to time outstanding, at a fluctuating interest rate equal to the Revolving Loan Interest Rate.
(c) (i) From and after the Revolving Loan Maturity Date, (ii) upon the failure of Borrower to pay any interest within (10) days after such interest is due with respect to any operating accounts established by the Revolving Loan prior to Borrower with the occurrence of any Default or Event of Default, orLender.
Appears in 1 contract
Revolving Loan. (a) Subject to to, and upon the terms and conditions hereof, and relying on the representations, covenants and warranties of the Borrower contained herein, GDB agrees, Lender agrees to make advances to Borrowers from time to timetime in amounts requested by Borrowers up to the amount of Twelve Million Dollars ($12,000,000). The Revolving Loan is intended, during in part, to be a renewal of the existing Xxxxxxx Revolving Loan, the liability for which has been assumed hereby all Borrowers. The Revolving Loan is to be repaid together with interest and other amounts in accordance with this Agreement, the Revolving Period to lend to Note and the Borrower other Financing Agreements and is secured by all of the Collateral.
(b) Each Borrowing under the Revolving Loan upon its Facility shall be a Floating Rate Borrowing or a LIBOR Rate Borrowing as the Borrowers may request up subject to and in accordance with this Section and the Revolving Note. Subject to the other provisions of this Section, Borrowings of more than one type may be outstanding at the same time.
(c) Borrowers shall give Lender at least three Business Days' prior written, telecopier, facsimile or telephonic (promptly, confirmed in writing) notice of each LIBOR Rate Borrowing and at least one Business Day's prior written, telecopier, facsimile or telephonic (promptly confirmed in writing) notice of each Floating Rate Borrowing. Each such notice in order to be effective must be received by Lender not later than 2:00 p.m. Each such notice shall be irrevocable and shall specify whether the Borrowing then being requested is a LIBOR Rate or a Floating Rate Borrowing and in the case of LIBOR Rate Borrowings, the Interest Period or Interest Periods with respect thereto. If no election of Interest Period is specified in such notice in the case of LIBOR Rate Borrowings, such notice shall be deemed to be a request for an Interest Period of one month. If no election is made as to the type of Borrowing, such notice shall be deemed a request for a Floating Rate Borrowing.
(d) The aggregate amount of any Borrowing of new funds shall be in an aggregate principal amount of (x) with respect to LIBOR Rate Borrowings, $100,000 (or such lesser amount as shall equal the available but unused portion of the Revolving Credit Facility) or such greater amount which is an integral multiple of $100,000, and (y) with respect to Floating Rate Borrowings, $100,000 (or such lesser amount as shall equal the available unused portion of the Revolving Credit Facility) or such greater amount which is an integral multiple of $100,000.
(e) The Borrowers may at any time, on not less than ten (10) days written notice permanently reduce the Revolving Loan, provided that any reduction shall be in the amount of $1,000,000 or a multiple thereof. In the event the Revolving Loan Facility is reduced, the Borrowers shall, simultaneously with such reduction, make a prepayment of principal and interest of the Revolving Loans in such amount as is necessary to assure that the aggregate principal amount of the Permitted Loan Limit for the Borrower's working capital needs for the operation of the Premises. During the all Revolving Period, the Borrower shall be entitled to receive the entire proceeds of Loans outstanding immediately after such reduction will not exceed the Revolving Loan in one or more Advances pursuant to this Section 4.7 hereofFacility, except as otherwise specifically set forth in this Agreement. After the expiration of the Revolving Loan Period, the Borrower shall not be entitled to receive any further Advance. The Revolving Loan may revolve during the Revolving Period; accordingly, during the Revolving Loan Period, the Borrower may borrow up to the Permitted Loan Limit, repay all or any portion of such principal amountreduced.
(f) Subject to, and re-borrow up to the Permitted Loan Limit, subject to upon the terms and conditions set forth contained herein.
(b) The Revolving Loan shall be evidenced by , as part of the Revolving Note and shall be due and payable as required by Section 4.7(k). The Borrower shall not be liable under Loan, the Revolving Note except with respect Lender has agreed to funds actually advanced to the Borrower by GDB. The Revolving Note shall bear interest from the date thereof on the unpaid principal balance thereofmake available at Borrowers' request, from time to time outstandinguntil December 31, 2000, two additional types of credit facilities in the sublimit amounts set forth as follows:
(i) Standby/Documentary Letters of Credit - the Lender agrees to issue standby or documentary letters of credit for and on behalf of the Borrowers with maturity date(s) not extending beyond December 31, 2000. Any standby or documentary letters of credit issued by Lender, as aforesaid, shall not, at a fluctuating interest rate equal any given time, exceed in the aggregate the principal sum of Three Million Dollars ($3,000,000) and shall reduce dollar for dollar the amount available to be loaned by the Lender to the Borrowers under the Revolving Loan Interest RateLoan.
(cii) Foreign exchange transactions - the Lender agrees to make available to the Borrowers a Revolving Loan sublimit not to exceed at any given time in the aggregate the principal sum of One Million Dollars (i$1,000,000). The foreign exchange sublimit loan(s) From and after shall reduce dollar for dollar the amount available to be loaned by the Lender to the Borrowers under the Revolving Loan Maturity Date, (ii) upon the failure of Borrower to pay any interest within (10) days after such interest is due with respect to the Revolving Loan prior to the occurrence of any Default or Event of Default, orLoan.
Appears in 1 contract
Samples: Loan and Security Agreement (Cybex International Inc)
Revolving Loan. Subject to the terms and conditions set forth in this Loan Agreement and the other Loan Documents, Bank agrees to lend to Borrower for working capital and general corporate purposes, on a revolving basis from time to time during the period commencing on the date hereof and continuing through and including 11:00 a.m. (Dallas, Texas time) on September 29, 2003 (the "Termination Date"), such amounts as Borrower may request hereunder (the "Revolving Loan"); provided, however, the total principal amount outstanding at any time shall not exceed the lesser of (referred to herein as the "Availability")
(a) an amount (the "Borrowing Base") up to the sum of (i) 80% of Borrower's Eligible Accounts (as hereinafter defined), plus (ii) 30% of Borrower's Eligible Inventory, plus (iii) 25% of Borrower's Eligible Raw Material Inventory minus (iv) the Reserve, or (b) $12,500,000 (the "Committed Sum"). The Availability under the Revolving Loan shall be reduced by (i) amounts outstanding under the EXIM Facility and the Revolving Loan, and (ii) the outstanding Letter of Credit Liabilities. If at any time the aggregate principal amount outstanding under the Loan shall exceed the Availability, Borrower agrees to immediately repay to Bank such excess amount, plus all accrued but unpaid interest thereon. Subject to the terms and conditions hereof, Borrower may borrow, repay and relying on the representations, covenants and warranties of the Borrower contained herein, GDB agrees, from time to time, during the Revolving Period to lend to the Borrower under the Revolving Loan upon its request up to the aggregate principal amount of the Permitted Loan Limit for the Borrower's working capital needs for the operation of the Premisesreborrow hereunder. During the Revolving Period, the Borrower shall be entitled to receive the entire proceeds All sums advanced hereunder in respect of the Revolving Loan in one or more Advances pursuant to this Section 4.7 hereofLoan, except as otherwise specifically set forth in this Agreement. After the expiration of the Revolving Loan Periodtogether with all accrued but unpaid interest thereon, the Borrower shall not be entitled to receive any further Advance. The Revolving Loan may revolve during the Revolving Period; accordingly, during the Revolving Loan Period, the Borrower may borrow up to the Permitted Loan Limit, repay all or any portion of such principal amount, and re-borrow up to the Permitted Loan Limit, subject to the terms and conditions set forth herein.
(b) The Revolving Loan shall be evidenced by the Revolving Note and shall be due and payable as required by Section 4.7(k). The Borrower shall not be liable under the Revolving Note except with respect to funds actually advanced to the Borrower by GDB. The Revolving Note shall bear interest from the date thereof in full on the unpaid principal balance thereof, from time to time outstanding, at a fluctuating interest rate equal to the Revolving Loan Interest RateTermination Date.
(c) (i) From and after the Revolving Loan Maturity Date, (ii) upon the failure of Borrower to pay any interest within (10) days after such interest is due with respect to the Revolving Loan prior to the occurrence of any Default or Event of Default, or
Appears in 1 contract
Revolving Loan. (a) Subject From the Closing Date to the Termination Date, the Lender agrees, upon the terms and subject to the conditions hereof, of this Agreement and relying on subject to the representations, covenants and warranties limitations set forth below with respect to the maximum amount of the Borrower contained herein, GDB agrees, Advances permitted to be outstanding from time to time, during to make a revolving loan (the "Revolving Period to lend Loan") available to the Borrower Borrowers, jointly and severally, pursuant to which the Borrowers may from time to time jointly and severally borrow from the Lender and repay and reborrow, such sums as may be needed by the Borrowers for the purposes expressed in this Agreement, up to a maximum aggregate principal amount at any one time outstanding not exceeding the difference between (i) the Maximum Facility Amount in effect from time to time, and (ii) the sum of the then-outstanding (x) Advances, (y) Letter of Credit Borrowings and (z) Reimbursement Obligations. Each advance to the Borrowers under the Revolving Loan upon its request up (an "Advance") will be made on prior written notice to the aggregate principal Lender made not later than 1:00 p.m. Mobile, Alabama time on the date such Advance is to be made, which notice shall be signed by an Authorized Representative of the Borrowers and shall set forth the amount of the Permitted Loan Limit Advance requested and the date on which the Advance is to be made. Not later than 4:00 p.m. Mobile, Alabama time on the date specified for the Borrower's working capital needs for Advances, the operation Lender shall make available the amount of the Premises. During Advances to be made by it on such date to the Revolving Period, Borrowers by depositing the Borrower shall be entitled to receive proceeds thereof into an account with the entire proceeds Lender in the name of the Revolving Loan in one or more Advances pursuant to this Section 4.7 hereof, except as otherwise specifically set forth in this Agreement. After the expiration of the Revolving Loan Period, the Borrower shall not be entitled to receive any further AdvanceBorrowers. The Revolving Loan may revolve during the Revolving Period; accordingly, during the Revolving Loan Period, the Borrower may borrow up to the Permitted Loan Limit, repay all or any portion of such principal amount, and re-borrow up to the Permitted Loan Limit, subject to the terms and conditions set forth herein.
(b) The Revolving Loan shall be evidenced by the Revolving Note and shall be due and payable as required by Section 4.7(k). The Borrower shall not be liable under the Revolving Note except with respect to funds actually advanced to the Borrower by GDB. The Revolving Note Advances shall bear interest from as provided in Section 2.3. The Lender's obligation to make Advances shall terminate, if not sooner terminated pursuant to the date thereof provisions of this Agreement, on the unpaid principal balance thereof, from time Termination Date. The Lender shall have no obligation to time outstanding, at a fluctuating interest rate equal to the Revolving Loan Interest Rate.
(c) (i) From and after the Revolving Loan Maturity Date, (ii) upon the failure of Borrower to pay any interest within (10) days after such interest is due with respect to the Revolving Loan prior to the occurrence of any Default or make Advances if an Event of Default, orDefault exists.
Appears in 1 contract
Samples: Revolving Loan Agreement (International Shipholding Corp)
Revolving Loan. (a) Subject to the terms and conditions hereofto, and relying on upon the representationsterms, conditions, covenants and warranties of the Borrower agreements contained herein, GDB agreesand in reliance upon the covenants, agreements, representations and warranties of Borrower set forth herein, and provided that at the time of any proposed borrowing hereunder no Default exists, Lender agrees to lend to Borrower, and Borrower may borrow, repay and reborrow, at any time, and from time to time, during the Revolving Period to lend prior to the Borrower under Drawdown Termination Date (in the form of Revolving Loan upon its request Credit Advances) up to, but not exceeding, an aggregate amount (including the outstanding principal balance of all Revolving Credit Advances), equal to the aggregate principal amount of the Permitted Loan Limit for the Borrower's working capital needs for the operation of the PremisesCommitment Amount. During the Each Revolving Period, the Borrower shall be entitled to receive the entire proceeds of the Revolving Loan in one or more Advances pursuant to this Section 4.7 hereof, except as otherwise specifically set forth in this Agreement. After the expiration of the Revolving Loan Period, the Borrower shall not be entitled to receive any further Advance. The Revolving Loan may revolve during the Revolving Period; accordingly, during the Revolving Loan Period, the Borrower may borrow up to the Permitted Loan Limit, repay all or any portion of such principal amount, and re-borrow up to the Permitted Loan Limit, subject to the terms and conditions set forth herein.
(b) The Revolving Loan Credit Advance shall be evidenced by the Revolving Note and will bear interest at the rate of the lesser of: seven percent (7.00%) per annum, or the Maximum Rate. Notwithstanding any provision of this Loan Agreement or of the Revolving Note to the contrary, Lender shall not be required to make any Advance under the Revolving Note which would result in an aggregate amount outstanding thereunder in excess of the Loan Commitment Amount. The indebtedness evidenced by the Revolving Note shall be due and payable upon demand, and if no demand is made and until demand is made, then interest only as required by Section 4.7(k)it accrues shall be payable on a monthly basis on the first day of each month, commencing from September 1, 2022, and the entire indebtedness shall be due and payable on December 31, 2022. The All Revolving Credit Advances, and all renewals, extensions, modifications and rearrangements of the Revolving Note, if any, shall be deemed to have been made pursuant to this Loan Agreement and, accordingly, shall be subject to the terms, conditions and provisions hereof, and Borrower shall not be liable under the Revolving Note except with respect deemed to funds actually advanced to the Borrower by GDB. The Revolving Note shall bear interest from have ratified, as of the date thereof on of each Revolving Credit Advance and each renewal, extension, modification or rearrangement, all the unpaid principal balance thereofrepresentations, from time to time outstandingcovenants, at a fluctuating interest rate equal to the Revolving Loan Interest Ratewarranties, promises and agreements set forth herein as of such date.
(c) (i) From and after the Revolving Loan Maturity Date, (ii) upon the failure of Borrower to pay any interest within (10) days after such interest is due with respect to the Revolving Loan prior to the occurrence of any Default or Event of Default, or
Appears in 1 contract
Samples: Revolving Line of Credit Loan Agreement (Lodging Fund REIT III, Inc.)
Revolving Loan. (a) Subject to the terms and conditions hereofof this Agreement, and relying on so long as no Potential Default or Event of Default has occurred and is continuing:
(a) From the representationsdate hereof until the Maturity Date, covenants and warranties or such future date to which the Maturity Date may be extended, the Bank agrees to extend to Borrower a revolving credit line in the amount of the Borrower contained hereinBorrowing Base; provided, GDB agreeshowever, from time that in no event shall the aggregate sum of all advances made by the Bank to time, during the Revolving Period to lend to the Borrower under the Revolving Loan upon its request up to the aggregate principal amount of the Permitted Loan Limit for the Borrower's working capital needs for the operation of the Premises. During exceed the Revolving Period, the Borrower shall be entitled to receive the entire proceeds of the Revolving Loan in one or more Advances pursuant to this Section 4.7 hereof, except as otherwise specifically set forth in this AgreementLine Limit. After the expiration of the Revolving Loan Period, the Borrower shall not be entitled to receive any further Advance. The Revolving Loan may revolve during the Revolving Period; accordingly, during the Revolving Loan PeriodWithin such limits, the Borrower may borrow up to the Permitted Loan Limitborrow, repay all or any portion of such principal amountrepay, and re-borrow up to reborrow hereunder, from the Permitted Loan Limit, subject to date of this Agreement until the terms and conditions set forth hereinMaturity Date.
(b) The Each request by a Borrower for an advance under the Revolving Loan shall be evidenced received by a duly authorized representative of Bank not later than 11:00 a.m. Texas time, on the date of the requested advance, which shall be on a Business Day. Further, each such request for advance shall be in writing and shall specify: (i) the amount of the requested advance; and (ii) the proposed date of the advance (which shall be a Business Day). Bank, at its option, may accept telephonic requests for advances, provided that such acceptance shall not constitute a waiver of the Bank’s right to delivery of a written notice in connection with subsequent advances and further provided that all such telephonic requests are immediately confirmed by the Revolving Note and Borrower in writing, whether by facsimile or otherwise. Bank shall be due and payable as required by Section 4.7(k). The Borrower shall not be liable under the Revolving Note except with respect to funds actually advanced make such advances available to the Borrower by GDBdepositing the same, in immediately available funds, in an account of Borrower maintained with Bank, or by such other means as is acceptable to Bank and Borrower. The Revolving Note shall bear A responsible officer of Borrower may call Bank before delivering a request for advance to receive an indication of the interest from rates then in effect, but the date thereof on indicated rates do not bind Bank or affect the unpaid principal balance thereof, from time to time outstanding, at a fluctuating interest rate equal to the Revolving Loan Interest Ratethat is actually in effect when Borrower delivers its Notice of Borrowing.
(c) (i) From and after the Revolving Loan Maturity Date, (ii) upon the failure of Borrower to pay any interest within (10) days after such interest is due with respect to the Revolving Loan prior to the occurrence of any Default or Event of Default, or
Appears in 1 contract
Samples: Revolving Loan and Security Agreement (Ironclad Performance Wear Corp)
Revolving Loan. (a) Subject to the terms In Lenders' sole discretion and conditions hereof, and relying on the representations, covenants and warranties of the Borrower contained herein, GDB agrees, from time to time, during the Revolving Period to lend to the Borrower under the Revolving Loan upon its request up to the aggregate principal amount of the Permitted Loan Limit for the Borrower's working capital needs for the operation of the Premises. During the Revolving Period, the Borrower shall be entitled to receive the entire proceeds of the Revolving Loan in one or more Advances pursuant to this Section 4.7 hereof, except as otherwise specifically set forth in this Agreement. After the expiration of the Revolving Loan Period, the Borrower shall not be entitled to receive any further Advance. The Revolving Loan may revolve during the Revolving Period; accordingly, during the Revolving Loan Period, the Borrower may borrow up to the Permitted Loan Limit, repay all or any portion of such principal amount, and re-borrow up to the Permitted Loan Limit, subject to the terms and conditions set forth hereinin this Agreement, Lenders severally, but not jointly, agree to make advances (each a "Revolving Advance" and collectively "Revolving Advances") to Borrower from time to time during the period from the date of this Agreement up to, but not including, the Maturity Date; provided, however, that at no time shall the aggregate outstanding principal balance of all Revolving Advances plus the Available Amount plus any unpaid Reimbursement Obligations exceed the Credit Availability. Subject to the limits of this Agreement, Borrower may borrow, pay, prepay (pursuant to Section 2.1(d) below), and re-borrow under this Section 2.
1. Nothing herein shall be construed to require any Lender to make Revolving Advances, it being agreed that such Revolving Advances and any formulas or advance rates contained within or comprising the Borrowing Base shall be at the Agent's sole discretion, may be increased or decreased in accordance with the definition of Borrowing Base and from time to time by the Agent in its sole discretion and shall not establish a pattern or custom binding upon the Agent or any Lender.
(b) The Notwithstanding the provisions of Section 2.1(a), the Required Lenders may, in their sole discretion and subject to the terms and conditions set forth in this Agreement or any other conditions which the Lenders may impose in their sole discretion, including without limitation the payment of fees, an increased interest rate, or posting of additional collateral, make temporary advances in excess of the Borrowing Base to Borrower from time to time (each such temporary Revolving Advance is referred to herein as an "Overadvance"), provided that in no event shall the aggregate principal amount of outstanding Overadvances, when combined with the outstanding principal amount of all other Revolving Advances plus the Available Amount plus any unpaid Reimbursement Obligations, exceed the Revolving Loan Commitment. To the extent that the Borrowing Base increases at any time during which an Overadvance is outstanding, the portion of the Overadvance which, as a result of such increase, would be available for borrowing under Section 2.1(a) shall be deemed to be prepaid as of the date of such increase and reborrowed as a Revolving Advance under Section 2.1(a) as of such date. To the extent that the Borrowing Base decreases at any time, the portion of the outstanding Revolving Advances which exceeds the Borrowing Base as a result of such decrease shall be deemed, subject to the provisions of this Agreement, to be prepaid as of the date of such decrease and reborrowed as an Overadvance under this Section 2.1(b) as of such date. Nothing contained in this Section 2.1(b) or elsewhere in this Agreement shall constitute or be deemed to constitute a commitment or agreement by the Lenders to make any Overadvances, nor shall the making of an Overadvance at any time or from time to time constitute or be deemed to constitute a course of dealing by the Agent or any Lender with respect to Overadvances.
(c) All Revolving Advances shall be evidenced by by, and repaid with interest in accordance with one or more promissory notes of Borrower, each substantially in the form of Exhibit A hereto (each such promissory note is referred to herein as a "Revolving Note and shall be due and payable as required by Section 4.7(kCredit Note"). The Borrower shall not be liable under the Revolving Note except with respect to funds actually advanced to the Borrower by GDB. The Revolving Note issued to each Lender shall bear interest from (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and be dated the date thereof on the unpaid of this Agreement, (iii) be in a stated principal balance thereof, from time to time outstanding, at a fluctuating interest rate amount equal to the Revolving Loan Interest Rate.
(c) (i) From Commitment of such Lender and after be payable in the outstanding principal amount of the Revolving Loan Loans evidenced thereby, (iv) mature on the Maturity Date, (iiv) upon bear interest as provided in the appropriate clause of Section 2.3 in respect of the Prime Rate Advances and LIBOR Rate Advances, as the case may be, evidenced thereby, and (vi) be entitled to the benefits of this Agreement and the other Loan Documents. Borrower hereby authorizes each Lender to record on its Revolving Credit Note or in its internal computerized records the amount of each Revolving Advance and of each payment of principal received by such Lender on account of the Revolving Loan, which recordation shall, in the absence of manifest error, be conclusive as to the outstanding principal balance of the Revolving Loan and shall be considered correct and binding on Borrower provided, however, that the failure of Borrower to pay any interest within (10) days after make such interest is due recordation with respect to any Revolving Advance or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Loan prior Credit Note.
(d) Borrower may prepay the Revolving Loan, in whole or in part, together with accrued interest to the occurrence date of prepayment on the amount prepaid (i) with respect to any principal portion that bears interest with reference to the Prime Rate, on any Business Day, without Make-Whole Premium, and (ii) with respect to any principal portion that bears interest with reference to LIBOR either (1), on the last Business Day of the Interest Period applicable to the portion being prepaid, without Make-Whole Premium or (2) on any other Business Day, together with the Make-Whole Premium.
(e) Until the Agent exercises its rights to collect the Receivables as provided for in this Agreement, Borrower may continue its present policies for returned merchandise and adjustments, but shall promptly notify the Agent of any Default credits, adjustments or Event disputes arising about the goods or services represented by Receivables. In any event, Borrower will immediately pay the Agent from its own funds (and not from the proceeds of DefaultReceivables), orfor application to the Revolving Loans, an amount equal to any credit or adjustment made to any Eligible Receivables; provided, however, that so long as Borrower is not in default hereunder, such payment need not be made if Borrower shall have, after making such credit or adjustment, sufficient Eligible Receivables to maintain the aggregate outstanding balance of the Revolving Loans under the Borrowing Base.
Appears in 1 contract
Samples: Loan Agreement (Qep Co Inc)
Revolving Loan. (a) Subject to the terms and conditions hereofto, and relying on upon the representationsterms, conditions, covenants and warranties of the Borrower agreements contained herein, GDB agreesand in reliance upon the covenants, agreements, representations and warranties of Obligors set forth herein, and provided that at the time of any proposed borrowing hereunder no Default exists, Bank agrees to lend to Borrower, and Borrower may borrow, repay and reborrow, at any time and from time to time, during the Revolving Period time prior to lend to the Borrower under the Revolving Loan upon its request Maturity Date, up to, but not exceeding, an aggregate amount equal to the aggregate principal amount of the Permitted Loan Limit for the Borrower's working capital needs for the operation of the PremisesTwo Million Five Hundred Thousand and No/100 Dollars ($2,500,000.00). During the Each Revolving Period, the Borrower shall be entitled to receive the entire proceeds of the Revolving Loan in one or more Advances pursuant to this Section 4.7 hereof, except as otherwise specifically set forth in this Agreement. After the expiration of the Revolving Loan Period, the Borrower shall not be entitled to receive any further Advance. The Revolving Loan may revolve during the Revolving Period; accordingly, during the Revolving Loan Period, the Borrower may borrow up to the Permitted Loan Limit, repay all or any portion of such principal amount, and re-borrow up to the Permitted Loan Limit, subject to the terms and conditions set forth herein.
(b) The Revolving Loan Credit Advance shall be evidenced by the Revolving Note. Notwithstanding any provision of this Agreement or of the Revolving Note to the contrary, Bank shall not be required to make any Advance under the Revolving Note which would result in an aggregate amount outstanding thereunder in excess of Two Million Five Hundred Thousand and No/100 Dollars ($2,500,000.00). Bank’s business records shall be prima facie evidence of the unpaid principal amount of the Revolving Note, and the amount of accrued but unpaid interest. The principal of and interest to accrue on the Revolving Note shall be due and payable as required by Section 4.7(k). The Borrower shall not be liable under the Revolving Note except with respect to funds actually advanced to the Borrower by GDB. The Revolving Note shall bear interest from the date thereof follows: Interest only on the unpaid principal balance thereof, from time to time outstanding, at a fluctuating interest rate equal to of the Revolving Loan Interest Rate.
Note shall be due and payable monthly as it accrues, beginning on February 5, 2021, and continuing regularly and monthly on the fifth (c5th) (i) From and after day of each month thereafter until the Revolving Loan Maturity Date, (ii) upon at which time the failure outstanding principal amount advanced under the Revolving Note, together with all accrued but unpaid interest, shall mature and be finally due and payable. All Revolving Credit Advances, and all renewals, extensions, modifications and rearrangements of Borrower the Revolving Note, if any, shall be deemed to pay any interest within (10) days after such interest is due with respect have been made pursuant to this Agreement and, accordingly, shall be subject to the terms, conditions and provisions hereof, and Borrower shall be deemed to have ratified, as of the date of each Revolving Loan prior Credit Advance and each renewal, extension, modification or rearrangement, all of the representations, covenants, warranties, promises and agreements set forth herein as of such date. Bank shall never be required to modify, renew, extend or rearrange the occurrence Revolving Note, regardless of whether any Default or Event of Default, orhas ever occurred.
Appears in 1 contract
Samples: Loan Agreement (Sanara MedTech Inc.)
Revolving Loan. (a) Subject to the terms and conditions hereofof this Agreement, and relying on subject to there being no Event of Default (or event which might, with the representationsgiving of notice or the passage of time, covenants mature into an Event of Default) by the Borrower hereunder, the Bank agrees to lend and warranties relend to the Borrower, upon request by the Borrower made to the Bank in the manner described in Sections 4(b) and (c) below, during the period from the date hereof to the earlier of (A) September 1, 2008, or the termination date of any extension hereof agreed to by the Borrower and the Bank as described below, or (B) the date of the occurrence of an Event of Default, unless waived by the Bank (the earlier of such dates being referred to herein as the “Commitment Termination Date”), a principal sum of up to Five Million Dollars ($5,000,000) (the “Total Commitment Amount”), as the Borrower contained herein, GDB agrees, may from time to time, during the Revolving Period to lend to the Borrower under the Revolving Loan upon its time request up to the aggregate principal amount of the Permitted Loan Limit for the Borrower's ’s working capital needs for (the operation of “Revolving Loan”); provided, however, that the Premises. During the Revolving PeriodBank shall not be required to make, the Borrower shall be entitled to receive the entire proceeds of the Revolving Loan in one or more Advances pursuant to this Section 4.7 hereof, except as otherwise specifically set forth in this Agreement. After the expiration of the Revolving Loan Period, and the Borrower shall not be entitled to receive receive, any further Advance. The Revolving Loan may revolve during if, after giving effect thereto, the Revolving Period; accordingly, during aggregate outstanding principal balance of the Revolving Loan Period, would exceed the Borrower may borrow up to Total Commitment Amount. Each Revolving Loan hereunder shall be in the Permitted Loan Limit, repay all amount of Five Hundred Thousand Dollars ($500,000) or any portion of such principal amount, and re-borrow up to the Permitted Loan Limit, subject to the terms and conditions set forth herein.
(b) a multiple thereof. The Revolving Loan shall be evidenced by a Sixteenth Amended and Restated Revolving Credit Promissory Note given by the Revolving Note and shall be due and payable as required by Section 4.7(k). The Borrower shall not be liable under the Revolving Note except with respect to funds actually advanced to the Borrower by GDBBank in substantially the form of Exhibit F attached hereto, as amended and/or restated from time to time (the “Revolving Note”). The Revolving Note shall bear interest from mature and be payable in full on September 1, 2008, unless accelerated or extended as described herein. The Revolving Note shall replace the date thereof on Fifteenth Amended and Restated Revolving Credit Promissory Note dated as of October 15, 2004 given by the unpaid Borrower to the Bank (the “Prior Note”), and amounts outstanding under the Prior Note shall not be deemed cancelled or satisfied, but shall be evidenced by the Revolving Note instead of by the Prior Note. If the outstanding principal balance thereofof the Revolving Loan at any time exceeds the Total Commitment Amount, from time to time outstandingthe Borrower shall immediately, without notice or demand, reduce the outstanding principal balance of the Revolving Loan such that the Total Commitment Amount is not exceeded. Upon request by the Borrower, the Bank may consider extensions of the Commitment Termination Date, but is not hereby committing in any way thereto. Upon any such extension, at the option of the Bank, the Borrower shall execute a fluctuating interest rate equal new promissory note substantially identical to the Revolving Loan Interest Rate.
(c) (i) From Note, except reflecting the new Commitment Termination Date, which thereupon shall be the Revolving Note hereunder. Notwithstanding anything to the contrary herein, the Borrower covenants and after agrees to pay down the outstanding balance of the Revolving Loan Maturity Date, (ii) upon the failure of Borrower to pay any interest within (10) days after such interest is due with respect to and the Revolving Loan prior Note to Zero Dollars ($0) for not less than thirty (30) consecutive days during each of the occurrence of any Default or Event of DefaultBorrower’s fiscal years, orcommencing with the Borrower’s fiscal year beginning on June 3, 2002.
Appears in 1 contract
Revolving Loan. (a) Subject to the terms Under and conditions hereof, and relying on the representations, covenants and warranties of the Borrower contained herein, GDB agrees, from time to time, during the Revolving Period to lend to the Borrower under the Revolving Loan upon its request up to the aggregate principal amount of the Permitted Loan Limit for the Borrower's working capital needs for the operation of the Premises. During the Revolving Period, the Borrower shall be entitled to receive the entire proceeds of the Revolving Loan in one or more Advances pursuant to this Section 4.7 hereof, except as otherwise specifically set forth in this Agreement. After the expiration of the Revolving Loan Period, the Borrower shall not be entitled to receive any further Advance. The Revolving Loan may revolve during the Revolving Period; accordingly, during the Revolving Loan Period, the Borrower may borrow up to the Permitted Loan Limit, repay all or any portion of such principal amount, and re-borrow up to the Permitted Loan Limit, subject to the terms and conditions set forth herein.
of this Agreement and within the Revolving Loan Limit and as requested by an authorized officer of Borrower from time to time through but not including the Revolving Loan Termination Date, KS hereby establishes a Revolving Loan facility (bthe "Revolving Loan") The pursuant to which KS will make cash advances from time to time to or for the account of Borrower. Upon the written request of an authorized officer of Borrower, KS, in its sole and absolute discretion may consider and, in its sole and absolute discretion may approve, an increase in the Revolving Loan Limit to an amount not exceeding $8,000,000. KS will send written notice to Borrower and DE if it elects to so increase the Revolving Loan Limit. Unless sooner terminated pursuant to any other provision of this Agreement, the Revolving Loan will terminate and the entire principal balance of the Revolving Loan, together with all unpaid accrued interest thereon, shall be repaid, without notice or demand, on the Revolving Loan Termination Date. Each advance under the Revolving Loan shall be evidenced made or issued following the giving of notice by the Revolving Note and an authorized officer of Borrower to KS (which notice shall be due given not later than five (5) Business Days preceding the Business Day on which such cash advance is required), specifying the date of borrowing and payable as required by Section 4.7(k)the amount thereof. The Borrower Cash advances shall not be liable under the Revolving Note except with respect in multiples of $100,000. Upon fulfillment of all applicable conditions to such advance set forth herein, KS will make such funds actually advanced available to the Borrower by GDBwire transfer of funds to an account designated by Borrower. The Revolving Note shall bear interest from the date thereof on the unpaid outstanding principal balance thereof, under the Revolving Loan may fluctuate from time to time outstandingtime, at a fluctuating interest rate equal to be reduced by repayments made by Borrower, and to be increased by future loans, advances and extensions of credit which may be made by KS, to or for the benefit of Borrower. Contemporaneously herewith, Borrower will execute and deliver to KS the Revolving Loan Interest Rate.
(c) (i) From and after Note to evidence Borrower's obligation to repay KS for all amounts due or which may become due in connection with the Revolving Loan Maturity Date, (ii) upon the failure of Borrower to pay any interest within (10) days after such interest is due with respect to the Revolving Loan prior to the occurrence of any Default or Event of Default, orLoan.
Appears in 1 contract
Samples: Convertible Revolving Loan Agreement (Kulicke & Soffa Industries Inc)
Revolving Loan. (a) Subject to and upon the terms and conditions hereof, and relying on the representationsterms, covenants and warranties of conditions hereinafter set forth, the Borrower contained herein, GDB agrees, from time Banks hereby agree to time, during the Revolving Period to lend make loans to the Borrower under this Section 2.A. from time to time until and including the Expiration Date (and thereafter until and including July 1 of each succeeding calendar year if no "Event of Default" has occurred and if this Agreement is extended in writing by the Banks and the Borrower for additional one year period(s) pursuant to Section 13.J. herein), at such time and in such amount as to each loan as the Borrower shall request, up to but not exceeding in aggregate principal amount at any one time outstanding the Revolving Loan upon its Amount. In addition, at the request up of Borrower, which request shall be made by the execution and delivery by Borrower to the aggregate principal amount Agent of the Permitted Loan Limit Banks' standard form application for letters of credit duly completed to reflect the Borrower's working capital needs for letter of credit being requested, the operation Banks will make advances pursuant to the Revolving Commitment of the PremisesBanks in the form of a letter of credit, the form and substance of which shall be determined by the Banks, but without limiting the generality of the foregoing, the Banks may require a draft thereunder to be accompanied by such documentation as the Banks may deem necessary. During In no event shall the Banks be required to issue any such letter of credit with a term extending beyond the Expiration Date. Any and all letters of credit issued by the Banks shall be treated as an advance under the Revolving Period, Loan. The obligation of Borrower to reimburse the Borrower Banks for any draft(s) submitted under and paid by the Banks pursuant to any such letter(s) of credit shall be entitled to receive the entire proceeds of evidenced by the Revolving Loan Notes. In no event shall the Banks be required to issue any letter(s) of credit hereunder in one or more Advances pursuant to this Section 4.7 hereof, except as otherwise specifically set forth an aggregate amount in this Agreementexcess of $2,000,000.00. After the expiration of the Revolving Loan Period, the Borrower shall not be entitled to receive any further Advance. The Revolving Loan may revolve during the Revolving Period; accordingly, during the Revolving Loan Period, the Borrower may borrow up Subject to the Permitted Loan Limit, repay all or any portion of such principal amount, foregoing and re-borrow up to the Permitted Loan Limit, subject to upon the terms and conditions set forth herein.
(b) The , the Borrower may borrow, repay and re-borrow within the limit of the Revolving Loan shall be evidenced by the Revolving Note and shall be due and payable as required by Amount under this Section 4.7(k). The Borrower shall not be liable under the Revolving Note except with respect to funds actually advanced to the Borrower by GDB. The Revolving Note shall bear interest 2.A. from the date thereof on hereof to and including the unpaid principal balance thereof, from time to time outstanding, at a fluctuating interest rate equal to the Revolving Loan Interest RateExpiration Date.
(c) (i) From and after the Revolving Loan Maturity Date, (ii) upon the failure of Borrower to pay any interest within (10) days after such interest is due with respect to the Revolving Loan prior to the occurrence of any Default or Event of Default, or
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (First Team Sports Inc)
Revolving Loan. (a) Subject to the terms and conditions hereof, of this Agreement and relying on in reliance upon the representations, covenants representations and warranties of the Borrower contained hereinBorrowers herein set forth, GDB each Lender agrees, severally but not jointly, to lend to Borrowers from time to time, during time such Lender's Pro Rata Share of the Revolving Period to lend Loan. The Revolving Loan Commitment is the U.S. Dollar Equivalent of One Hundred Fifteen Million Dollars ($115,000,000). Amounts borrowed under this subsection 2.1(B) may be repaid and reborrowed at any time prior to the Borrower under earlier of (i) the Revolving Loan upon its request up to the aggregate principal amount of the Permitted Loan Limit for the Borrower's working capital needs for the operation of the Premises. During the Revolving Period, the Borrower shall be entitled to receive the entire proceeds termination of the Revolving Loan in one or more Advances Commitment pursuant to Section 8.3 and (ii) the Termination Date. No Lender shall have any obligation to make advances under this Section 4.7 hereof, except as otherwise specifically set forth in this Agreement. After subsection 2.1(B) to the expiration extent any requested advance would cause the balance of the U.S. Dollar Equivalent of all Revolving Loans then outstanding to exceed (i) the Overall Maximum Available Revolving Loan Period, Amount or (ii) (x) the Borrower shall not be entitled to receive any further Advance. The TNFI Maximum Available Revolving Loan may revolve during Amount in the Revolving Period; accordinglycase of a requested advance to TNFI, during (y) the TNFE Maximum Available Revolving Loan Period, Amount in the Borrower may borrow up case of a requested advance to TNFE or (z) the Permitted Loan Limit, repay all or any portion of such principal amount, and re-borrow up to the Permitted Loan Limit, subject to the terms and conditions set forth herein.
(b) The TNFHK Maximum Available Revolving Loan shall be evidenced by Amount in the Revolving Note and shall be due and payable as required by Section 4.7(k). The Borrower shall not be liable under case of a requested advance to TNFHK; provided that Lenders may, in their sole discretion, with the Revolving Note except with respect to funds actually advanced to the Borrower by GDB. The Revolving Note shall bear interest from the date thereof on the unpaid principal balance thereof, approval of all Lenders elect from time to time outstandingto make advances in excess of the Overall Maximum Available Revolving Loan Amount, at a fluctuating interest rate equal to the Applicable Available Maximum Revolving Loan Amount or the Revolving Loan Interest Rate.
(c) Commitment. If advances in excess of the Overall Maximum Available Revolving Loan Amount and/or any Applicable Available Maximum Revolving Loan Amount are made pursuant to the approval of Lenders as set forth in the proviso to the preceding sentence, then for purposes of subsection 2.4(B)(1), the Overall Maximum Available Revolving Loan Amount and/or any Applicable Available Maximum Revolving Loan Amount shall be deemed increased by such amount but only for so long as Lenders allow such Loans to be outstanding. Subject to the conditions of this Agreement, Revolving Loans shall be made (i) From at the request of TNFI for its account, as requested in accordance with subsection 2.1(C), for which TNFI (and after not the Revolving Loan Maturity DateForeign Subsidiaries) shall be obligated, and (ii) upon at the failure request of Borrower to pay any interest within (10) days after such interest is due either Foreign Subsidiary for its account, as requested in accordance with respect to subsection 2.1(C), and for which the Foreign Subsidiaries shall be jointly and severally obligated. Each Applicable Maximum Available Revolving Loan prior Amount shall be computed weekly by reference to the occurrence of any Default or Event of Default, ora borrowing limit calculation submitted by TNFI to Administrative Agent pursuant to Section 5.1(F).
Appears in 1 contract
Samples: Loan Agreement (North Face Inc)