to Agent. Except for such Compliance Certificates, Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event, shall have no responsibility to monitor compliance by American Vanguard with any request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Loan Party hereby acknowledges that (a) Agent may make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Loan parties hereunder (collectively, “Borrower Materials”) by posting Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to American Vanguard or its securities) (each, a “Public Lender”). Each Loan Party hereby agrees that so long as American Vanguard is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering-or is actively contemplating issuing any such securities (w) any Borrower Materials that are not to be made available to Public Lenders shall be clearly and conspicuously marked “CONFIDENTIAL” which, at a minimum, shall mean that the word “CONFIDENTIAL” shall appear prominently on the first page thereof; (x) by not marking Borrower Materials “CONFIDENTIAL,” the Loan Parties shall be deemed to have authorized Agent to treat such Borrower Materials as not containing any material non-public information with respect to American Vanguard or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.07); (y) all Borrower Materials not marked “CONFIDENTIAL” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) Agent shall be entitled to treat any Borrower Materials that are marked “CONFIDENTIAL” as being suitable only for posting on a portion of the Platform not designated “Public Investor.”
to Agent. Upon receipt of such notice, Agent shall promptly give notice of the contents thereof to the Lenders and, unless an Event of Default described in Section 6.1(f) or (g) shall have occurred, to Borrower Representative. Each such Notice of Canadian Revolving Loan Refunding shall be deemed to constitute delivery of a notice to Agent requesting each Lender to fund its undivided Participating Interest in the outstanding Canadian Revolving Loan whereupon each Lender other than Agent shall fund its Pro Rata Share of the outstanding Canadian Revolving Loan. Each Lender other than Agent shall immediately transfer to Canadian Agent, in immediately available funds, the amount of its Participating Interest in the same currency as the underlying Canadian Revolving Loan then outstanding as advanced by Canadian Agent.
to Agent. The Company shall deliver or cause to be delivered to the Agent the following: (i) one or more stock certificates, free and clear of all restrictive and other legends (except as expressly provided in Section 5(f) hereof), evidencing One Million Four Hundred Thousand (1,400,000) shares of Common Stock registered in the name of the Agent; (ii) Warrants, registered in the name of the Agent, pursuant to which the Agent shall have the right to acquire up to One Million Four Hundred Thousand (1,400,000) Warrant Shares, on the terms set forth therein; (iii) a legal opinion of Company Counsel, in the form of Exhibit B, executed by such counsel and delivered to the Agent.
to Agent. In the event Borrower fails to fully reimburse Letter of Credit Agent for amounts disbursed under a Letter of Credit ("Letter of Credit Payment") by 12:00 Noon (Seattle time) on the date reimbursement is demanded, each Lender shall, upon receipt of notice from Agent of such failure, pay to Agent the amount of such Lender's Pro Rata Share of the face amount of such Letter of Credit Payment, provided, however, if Borrower pays a portion but less than all of the face amount of any such Letter of Credit Payment, Lenders shall pay Agent only their respective Pro Rata Shares of the difference between the face amount of the Letter of Credit Payment and the amount paid by Borrower on account of such Letter of Credit Payment. Each and every payment to be made by Lenders to Agent under this Section 10.3(a) shall be made by federal wire transfer in immediately available funds. If any Lender receives notice from Agent by 1:00 p.m. (Seattle time) on any Business Day of its obligation to make payments under this subsection, then such Lender shall make such payment no later than 2:00 p.m. (Seattle time) on the day such notice is received. If any Lender receives such notice after 1:00 p.m. (Seattle time) on any Business Day, then such Lender shall make such payment by no later than 1:00 p.m. (Seattle time) on the next succeeding Business Day. If any Lender fails to make such payment by the date and time required, its obligation shall bear interest from and including the date when such payment was due until paid at the per annum rate equal to the Federal Funds Rate.
to Agent at the time of delivery of the Financial Statements delivered at the end of (i) each Fiscal Year and (ii) the second Fiscal Quarter of each Fiscal Year, a list of any applications for the registration of any Patent, Trademark or Copyright filed by any Credit Party with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in the prior Fiscal Quarter;
to Agent. Upon receipt of such notice, Agent shall promptly give notice of the contents thereof to the Canadian Participants at their respective Facility Offices and, unless an Event of Default described in subsection 9.1.8 shall have occurred, to each Borrower. Each such Notice of Canadian Revolving Credit Loan Refunding shall be deemed to constitute delivery of a notice to Agent requesting each Canadian Participant to fund its undivided Participating Interest in the outstanding Canadian Revolving Credit Loans whereupon each Canadian Participant, through its Facility Office, shall fund a pro rata portion of the outstanding Canadian Revolving Credit Loans and related Obligations in an amount equal to the Canadian Participant's Revolving Loan Percentage of the aggregate principal amount of such Canadian Revolving Credit Loans held by each corresponding Lender to which the Canadian Participant is affiliated; provided that, with respect to the Canadian LC Obligations, the Canadian Participant is not required to fund the Revolving Loan Percentage attributable to the Canadian LC Obligations until such time as the underlying Canadian Letter of Credit or Canadian Letter of Credit supported by a Canadian LC Guaranty has been drawn. Subject to the proviso in the immediately preceding sentence, each Canadian Participant shall immediately (or at the option of Canadian Lender, on a weekly or other basis) transfer (or, if applicable, shall cause its Canadian Affiliate to transfer) to Canadian Lender, in immediately available funds, the amount of its Participating Interest in the same currency as the underlying Revolving Credit Loan that was made by Canadian Lender.
to Agent. Except for such Compliance Certificates, Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.
to Agent. Subsequent to the assignment to Agent, the revolving credit indebtedness was increased from time to time, the last such increase being an increase to $35,000,000 and separate amended and restated notes were issued to the Lenders (as defined in the Loan Agreement) to evidence the amended, restated, and increased revolving credit indebtedness. This Note is not (and is not intended to be) a novation of the revolving credit indebtedness evidenced by the previously issued amended and restated revolving credit notes, but is intended to reflect an increase in the principal amount and an amendment to the terms thereof. Executed this day of , . -------- --------- -------- -3- 61 BORROWER: AMSURG CORP., a Tennessee corporation By: ------------------------- Title: ---------------------- NATIONSBANK FORM OF AMENDED AND RESTATED REVOLVING CREDIT NOTE FOR VALUE RECEIVED, AMSURG CORP., a Tennessee corporation (hereinafter referred to as "Borrower"), promises and agrees to pay to the order of NATIONSBANK OF TENNESSEE, N.A., a national bank (the "Lender") at the Nashville, Tennessee offices of SunTrust Bank, Nashville, N.A., Agent (the "Agent"), in lawful money of the United States of America, the principal sum of __________________________________________ and no/100 Dollars ($_____________________________), or so much thereof as may be advanced from time to time by the Lender, together with interest on the unpaid principal balance outstanding from time to time hereon computed from the date of each advance until maturity at the rate of interest set forth in that certain Third Amended and Restated Loan Agreement executed among Borrower, Lender, SunTrust Bank, Nashville, N.A., and Agent dated May ______, 1998, as such may be amended from time to time (herein referred to as the "Loan Agreement"). Interest for each year shall be computed on the basis of a year of 360 days for the actual number of days elapsed. So long as no default has occurred and is continuing hereunder and so long as no Event of Default or Default Condition has occurred and is continuing under the Loan Agreement, and subject to the terms of the Loan Agreement, the Borrower may borrow hereunder, repay such borrowings, and reborrow hereunder as provided in the Loan Agreement. Lender shall keep records of all borrowings and repayments. Draws under this Note shall be evidenced by such documentation as required by Article II of the Loan Agreement. Advances under this Note shall be made pursuant to the procedure ...
to Agent. Subsequent to the assignment to Agent, the revolving credit indebtedness was increased from time to time, the last such increase being an increase to $35,000,000 and separate amended and restated notes were issued to the Lenders (as defined in the Loan Agreement) to evidence the amended, restated, and increased revolving credit indebtedness. This Note is not (and is not intended to be) a novation of the revolving credit indebtedness evidenced by the previously issued amended and restated revolving credit notes, but is intended to reflect an increase in the principal amount and an amendment to the terms thereof. Executed this day of , . ---------- ------ --------- BORROWER: AMSURG CORP., a Tennessee corporation By: ------------------------ Title: --------------------- 66 EXHIBIT D TO LOAN AGREEMENT
to Agent. In the event Borrower fails to pay any amount due under Section 3.4 by 12:00 noon (Seattle time) on the date Agent shall make demand for payment thereof, Lenders shall each, upon receipt of notice from Agent of such failure, pay to Agent their Pro Rata Share of such amount, PROVIDED, HOWEVER, if Borrower pays a portion but less than all of the amount due under Section 3.4, Lenders shall each pay Agent only their respective Pro Rata Shares of the difference between the amount due under Section 3.4 and the amount paid by Borrower on account thereof. Each and every payment to be made by Lenders to Agent under this Section 10.3(a) shall be made by federal wire transfer in immediately available funds. If any Lender receives notice from Agent by 1:30 p.m. (Seattle time) on any Business Day of its obligation to make payments under this subsection, then such Lender shall make such payment no later than 2:00 p.m. (Seattle time) on the day such notice is received. If any Lender receives such notice after 1:30 p.m. (Seattle time) on any Business Day, then such Lender shall make such payment by no later than 1:00 p.m. (Seattle time) on the next succeeding Business Day. If any Lender fails to make such payment by the date and time required, its obligation shall bear interest from and including the date when such payment was due until paid at the per annum rate equal to the Federal Funds Rate.
