Rights of Banks. Subject to the provisions of Section 11.7 hereof, each of the Banks and their respective Affiliates, without having to account to the other Banks or any other Person, may accept other compensation from the Borrowers and their Affiliates and may accept deposits from, lend money to and generally engage in any kind of banking, trust or other business with the Borrowers and their Affiliates to the same extent and under the same circumstances as though the Loan Documents had not been entered into; provided, however, that no such transaction shall be, or cause any Borrower to be, in violation of any Loan Documents as at the time any such transaction shall take place.
Rights of Banks. 55 11.20 2000 Credit Agreement.........................................................................56 SCHEDULES AND EXHIBITS SCHEDULE 1 DISCLOSURE SCHEDULES SCHEDULE 2 APPLICABLE MARGINS, COMMITMENT FEE EXHIBIT A SUBSIDIARIES EXHIBIT B BANKS' LOAN COMMITMENTS AND PERCENTAGES EXHIBIT C NOTE EXHIBIT D BORROWING BASE CERTIFICATE EXHIBIT E SECURITY AGREEMENT EXHIBIT F PLEDGE AGREEMENT EXHIBIT G COMPLIANCE CERTIFICATE EXHIBIT H ACCOUNTS RECEIVABLE AGING REPORT EXHIBIT I QUARTERLY INVENTORY REPORT EXHIBIT J RESIDUALS REPORT Amended and Restated Credit Agreement This Amended and Restated Credit Agreement, dated as of January 19, 2001 (this "Agreement"), is entered into by and among ePlus inc., a Delaware corporation, each of its subsidiaries that are signatories hereto and named in Exhibit A attached hereto and such other entities that hereafter become a subsidiary and are added to Exhibit A (collectively, the "Borrowers" and individually, a "Borrower"), National City Bank, a national banking association, as administrative agent for the Banks under this Agreement ("Administrative Agent"), the other banking institution signatories hereto and named in Exhibit B attached hereto, the Additional Banks (as defined below), and such other institutions that hereafter become a "Bank" pursuant to ss. 11.4 hereof (collectively, the "Banks" and individually, a "Bank"). Preliminary Statement
Rights of Banks. If any Event of Default occurs, the Administrative --------------- Agent shall at the request of, or may with the consent of, the Majority Banks,
(a) declare the Commitment of each Bank to make Loans to be terminated, whereupon such Commitments shall be terminated;
(b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Company; and
(c) exercise on behalf of itself and the Banks all rights and remedies available to it and the Banks under the Loan Documents or applicable law; provided, that upon the occurrence of any event specified in subsection (g), (h) or (i) of Section 8, the obligation of each Bank to make Loans shall automatically terminate and the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable without further act of the Administrative Agent or any Bank.
Rights of Banks. In case any one or more of the Events of Default specified in 12 shall have occurred and be continuing, and whether or not all amounts owing with respect to the Advances have been declared due and payable pursuant to 12, (i) each Bank, if owed any amount with respect to such Advances, may proceed to protect and enforce its rights by suit in equity, action at law and/or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement, including the obtaining of the ex parte appointment of a receiver, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Bank; and (ii) to the extent any Bank holds Advances (excluding Competitive Bid Advances) exceeding in the aggregate principal amount such Bank's Commitment Percentage of the then outstanding aggregate principal amount of all such Advances held by all the Banks, the other Banks shall purchase such participations in such Bank's Advances so as to result in the outstanding aggregate principal amount of such Advances held by each Bank to equal each such Bank's Commitment Percentage of the then outstanding aggregate principal amount of all such Advances. The Company hereby agrees that any Bank so purchasing a participation from another Bank pursuant to this 14.1 may, to the fullest extent permitted by law, exercise all its right of payment (including the right of set-off) with respect to such participation as fully as if such Bank were the direct creditor of the Company in the amount of such participation.
Rights of Banks. (a) The Company authorizes the Agent to disclose to any Bank any financial or other information pertaining to the Company.
(b) If any Bank (each, a "Replaceable Bank") requests compensation pursuant to Sections 2.3 or 3.6 at a rate materially in excess of that requested by any other Bank, the Company may, with the consent of the Agent, which consent shall not be unreasonably withheld, propose that another lender (a "Replacement Bank") which lender may be an existing Bank, be substituted for and replace the Replaceable Bank for purposes of this Agreement. In the event a Replacement Bank is so substituted for the Replaceable Bank, then such substitution shall take place on a date acceptable to the Company, the Replaceable Bank and the Replacement Bank, as the case may be, but in no event later than the latest maturity date of any financial accommodations then outstanding hereunder, and such substitution shall take place through the execution of such instruments and documents as are required under Section 10.14(a) and (b) hereof. All expenses of the Bank incurred in connection with the foregoing shall be paid by the Company.
(c) In the event the Bank or any Participant shall receive and retain any payment, whether by set-off or application of deposit balances or otherwise ("Set-off"), on or in respect of any loan or other obligation outstanding under this Agreement or the other Loan Documents in excess of its ratable share of payments on the Term Loan and other obligations then outstanding, then such Bank shall purchase for cash at face value, but without recourse, ratably from each of the other Banks such amount of such loan and other obligations held by each such other party (or interest therein) as shall be necessary to cause such Bank to share such excess payment ratably with all the other Banks; provided, however, that if any such purchase is made by any Bank, and if such excess payment or part thereof is thereafter recovered from such purchasing party, the related purchases from the other Banks shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest.
Rights of Banks. In case any one or more of the Events of Default specified in Section 7 shall have occurred and be continuing, and whether or not all amounts owing with respect to the Loans or the Reimbursement Obligations have been declared due and payable pursuant to Section 7, each Bank, if owed any amount with respect to the Loans or the Reimbursement Obligations, may proceed to protect and enforce its rights by suit in equity, action at law and/or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement, including to the extent legally available, the obtaining of the ex parte appointment of a receiver, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Bank.
Rights of Banks. Subject to the provisions of the Agency/Intercreditor Agreement each Bank shall be entitled to its Pro Rata Interest in proceeds received by Administrative Agent upon the exercise of rights and remedies after an Event of Default.
Rights of Banks. 43 10.2 Setoff: Sharing...................................................44 (a) Set-off....................................................44 (b) Sharing....................................................44
Rights of Banks. 104 Section 15.2. Setoff . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104 Section 15.3. Distribution of Collateral Proceeds . . . . . . . . . . . . . . . . . . . . . . . 105
Rights of Banks. In case any one or more of the Events of Default specified in Section 13.1 hereof shall have occurred and be continuing, and whether or not all amounts owing with respect to the Notes have been declared due and payable pursuant to Section 13.1 hereof, each Bank, if owed any amount with respect to the Notes, may proceed to protect and enforce its rights by suit in equity, action at law and/or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement or the Notes including the obtaining of the ex parte appointment of a receiver, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of such Bank.
