Loan Requests. A request for a Revolver Loan shall be made, -------------- or shall be deemed to be made, in the following manner: (i) Borrowers may give Lender notice of Borrowers' intention to borrow, which shall be in writing and shall specify whether the proposed borrowing is to be a Facility A Revolver Loan or a Facility B Revolver Loan, the amount of the Loan, and the proposed date of funding of the Loan (which shall be a Business Day). Lender shall have no obligation to honor any notice of borrowing if any Default, Event of Default or Out-of-Formula Condition exists at the time of Lender's receipt of such notice or would result from Lender's funding of the requested Loan, and Lender may defer the funding of any Loan requested pursuant to a notice of borrowing received after 11:00 a.m. on any Business Day to the next Business Day. By Borrowers' submission of a notice of intention to borrow, Borrowers shall be deemed to represent and warrant that the information in the most recent Borrowing Base Certificate remains true and accurate as of the time of such notice. (ii) Unless payment is otherwise timely made by Borrowers, the becoming due of any amount required to be paid under this Agreement or any of the other Loan Documents, as principal, accrued interest, fees or other charges, shall be deemed irrevocably to be a request by Borrowers from Lender for a Revolver Loan on the due date of, and in an aggregate amount required to pay, such principal, accrued interest, fees or other charges and the proceeds of each such Revolver Loan may be disbursed by Lender by way of direct payment of the relevant Obligation and shall bear interest at the rate of interest applicable to Revolver Loans (whether or not any Default, Event of Default or Out-of-Formula Condition exists at the time of or would result from such Revolver Loan). As an accommodation to Borrowers, Lender will permit electronic transmittal of notices of intention to borrow, Borrowing Base Certificates and other authorizations and instructions to Lender from Borrowers. Unless Borrowers specifically direct Lender in writing not to accept or act upon electronic communications from Borrowers, Lender shall have no liability to Borrowers for any loss or damage suffered by Borrowers as a result of Lender's honoring of any such notices, instructions, authorizations or reports that are communicated to Lender electronically and purporting to have been sent to Lender by Borrowers and Lender shall have no duty to verify the origin of any such communication or the authority of the person sending it.
Appears in 1 contract
Sources: Loan and Security Agreement (Litchfield Financial Corp /Ma)
Loan Requests. A request for a Revolver Revolving Loan shall be made, -------------- made or shall be deemed to be made and a request for a Capex Loan shall be made, each in the following manner:
: (i) Borrowers may the Borrower shall give Lender LaSalle, in the case of a Revolving Loan, same day notice, no later than 11:30 A.M. (Chicago time) of such day, of its intention to borrow such Revolving Loan and, in the case of a Capex Loan, at least two (2) Business Days notice of Borrowers' its intention to borrowborrow a Capex Loan, in which shall be in writing and notice the Borrower shall specify whether the proposed borrowing is to be a Facility A Revolver Loan or a Facility B Revolver Loan, the amount of the Loan, proposed borrowing and the proposed date of funding of the Loan (which shall be a Business Day). Lender shall have no obligation to honor any notice of borrowing if any Default, Event of Default or Out-of-Formula Condition exists at the time of Lender's receipt of such notice or would result from Lender's funding of the requested Loandate, and Lender may defer in the funding of any Loan requested pursuant to a notice of borrowing received after 11:00 a.m. on any Business Day to the next Business Day. By Borrowers' submission case of a notice for a Capex Loan, a statement of intention the purpose for the Capex Loan together with documentation substantiating the purchase or commitment to borrowpurchase Equipment or the making of or the commitment to make the capital expenditures, Borrowers which documentation shall be deemed satisfactory to represent LaSalle in its sole discretion; provided, however, that no such request may be made at a time when there exists a Default or an Event of Default; and warrant that the information in the most recent Borrowing Base Certificate remains true and accurate as of the time of such notice.
(ii) Unless payment is otherwise timely made by Borrowers, the becoming due of any amount required to be paid under this Agreement or any Note, whether on account of the interest or for any other Loan Documents, as principal, accrued interest, fees or other chargesLiability, shall be deemed irrevocably to be a request by Borrowers from Lender for a Revolver Revolving Loan on the due date of, and thereof in an aggregate the amount required to pay, pay such principal, accrued interest, fees interest or other charges and the proceeds of each such Revolver Loan may be disbursed by Lender by way of direct payment of the relevant Obligation and shall bear interest at the rate of interest applicable to Revolver Loans (whether or not any Default, Event of Default or Out-of-Formula Condition exists at the time of or would result from such Revolver Loan)Liability. As an accommodation to Borrowersthe Borrower, Lender will LaSalle may permit telephone requests for Revolving Loans and electronic transmittal of notices of intention instructions, authorizations, agreements or reports to borrow, Borrowing Base Certificates and other authorizations and instructions to Lender from BorrowersLaSalle by the Borrower. Unless Borrowers the Borrower specifically direct Lender directs LaSalle in writing not to accept or act upon telephonic or electronic communications from Borrowersthe Borrower, Lender LaSalle shall have no liability to Borrowers the Borrower for any loss or damage suffered by Borrowers the Borrower as a result of LenderLaSalle's honoring of any such noticesrequests, execution of any instructions, authorizations or agreements or reliance on any reports that are communicated to Lender it telephonically or electronically and purporting to have been sent to Lender LaSalle by Borrowers the Borrower and Lender LaSalle shall have no duty to verify the origin of any such communication or the authority of the person Person sending it. Each notice of borrowing shall be irrevocable by and binding on the Borrower. Any Capex Loan shall be in the minimum amount of $50,000."
Appears in 1 contract
Sources: Loan Agreement (American Materials & Technologies Corp)
Loan Requests. A request for a Revolver Loan shall be made, -------------- or shall be deemed to be made, in the following manner:
: (i) Borrowers may Borrower shall give Lender same day notice, no later than 12:00 noon (New York City time) of such day, of its, intention to borrow a Loan as a Base Rate Loan, and at least three (3) Business Days' prior notice of Borrowers' its intention to borrowborrow a Loan as a LIBOR Rate Loan, in which shall be in writing and notice Borrower shall specify whether the proposed borrowing is to be a Facility A Revolver Loan or a Facility B Revolver Loan, the amount of the Loanproposed borrowing, the Interest Period with respect thereto and the proposed date borrowing date; provided, however, that no such request with respect to a LIBOR Rate Loan may be made at a time after the occurrence and during the continuance of funding of the Loan (which shall be a Business Day). Lender shall have no obligation to honor any notice of borrowing if any Default, an Event of Default or Out-of-Formula Condition exists at the time of Lender's receipt of such notice or would result from Lender's funding of the requested Loan, and Lender may defer the funding of any Loan requested pursuant to a notice of borrowing received after 11:00 a.m. on any Business Day to the next Business Day. By Borrowers' submission of a notice of intention to borrow, Borrowers shall be deemed to represent and warrant that the information in the most recent Borrowing Base Certificate remains true and accurate as of the time of such notice.
(ii) Unless payment is otherwise timely made by Borrowers, the becoming due of any amount required to be paid under this Agreement Agreement, whether as interest or for any of the other Loan Documents, as principal, accrued interest, fees or other chargesObligation, shall be deemed irrevocably to be a request by Borrowers from Lender for a Revolver Revolving Credit Loan on as a Base Rate Loan in the due date of, and in an aggregate amount required to pay, pay such principal, accrued interest, fees interest or other charges Obligation, and such Revolving Credit Loan shall be deemed to be made on the proceeds of each date such Revolver Loan may interest or other Obligation shall be disbursed by Lender by way of direct payment of the relevant Obligation and shall bear interest at the rate of interest applicable to Revolver Loans (whether or not any Default, Event of Default or Out-of-Formula Condition exists at the time of or would result from such Revolver Loan)due. As an accommodation to BorrowersBorrower, Lender will may permit telephone requests for Loans and electronic transmittal of notices of intention to borrowinstructions, Borrowing Base Certificates and other authorizations and instructions authorizations, agreements or reports to Lender from Borrowersby Borrower. Unless Borrowers Borrower specifically direct directs Lender in writing not to accept or act upon telephonic or electronic communications from BorrowersBorrower, Lender shall have no liability to Borrowers Borrower for any loss or damage suffered by Borrowers such Borrower as a result of Lender's honoring any requests, executions of any such notices, instructions, authorizations or agreements or reliance on any reports that are communicated to Lender it telephonically or electronically and purporting to have been sent to Lender by Borrowers Borrower, and Lender shall have no duty to verify the origin of any such communication or the authority of the person sending it. Each notice of borrowing given by Borrower shall be irrevocable by and binding on Borrower. Borrower, at its option, may choose to borrow a Loan as either a Base Rate Loan or a LIBOR Rate Loan, provided that any such LIBOR Rate Loan shall be in a minimum amount of $500,000, and provided, further, that the right of Borrower to choose any such LIBOR Rate Loan is subject to the provisions of Sections 2.8 and 3.3.
Appears in 1 contract
Loan Requests. A Each request by the Borrower for the making, conversion or continuation of a Revolver Loan hereunder shall be mademade by telephonic notice to the Agent (a "Loan Request") prior to 11:30 a.m., -------------- or shall be deemed to be madeBoston time, on the Borrowing Date, in the following manner:
case of Base Rate Loans, and two days prior to the Borrowing Date, in the case of Eurodollar Loans. Each Loan Request shall be irrevocable and shall state (i) Borrowers may give Lender notice of Borrowers' intention to borrow, which shall be in writing and shall specify whether the proposed borrowing is to be a Facility A Revolver Loan or a Facility B Revolver Loan, the principal amount of the Loan, and the proposed date of funding of the Loan (which shall be a Business Day). Lender shall have no obligation to honor any notice of borrowing if any Default, Event of Default or Out-of-Formula Condition exists at the time of Lender's receipt of such notice or would result from Lender's funding of the requested Loan, (ii) the portion of such Loan that the Borrower designates as being borrowed under the M Portion of the facility; (iii) the portion of such Loan that the Borrower designates as being borrowed under the NM Portion of the facility; (iv) the interest rate to be applicable thereto, and, in the case of Eurodollar Loans, (v) the Interest Period requested for such Loan (subject to the definition of Interest Period). Each Loan Request shall also state the maximum amount the Borrower is then permitted to borrow hereunder, determined in accordance with Section 2.1 and Lender the definition of Maximum Amount. Each Loan Request shall be made by a duly authorized representative of the Borrower, as specified by the Borrower in writing from time to time, and the Agent may defer rely upon any telephone request that it reasonably believes is made by such a representative. The Agent shall promptly advise the funding Banks of the content of each such notice and, if an Interest Period of other than one, two, three or six months is requested, request the consent of each Bank to such Interest Period. Each Loan Request shall promptly be followed by a written confirmation thereof, substantially in the form of Exhibit A hereto, provided that if such written confirmation differs in any material respect from the action of the Banks taken in good faith reliance upon such telephone request, the records of the Banks shall control absent manifest error. The Agent shall promptly notify the Borrower if any Bank has refused to allow an alternative Interest Period, and the Borrower may thereafter modify its Loan Request to specify an Interest Period of the duration permitted herein. Each Loan Request made by the Borrower shall constitute a representation and warranty by the Borrower to the Banks that (i) the Loan requested pursuant thereby is permitted under the Partnership Agreement; (ii) such Loan will not, when made, cause the aggregate indebtedness of the Borrower hereunder to a notice exceed the Maximum Amount then in effect; (iii) such Loan will not, when made, cause the aggregate M Portions of borrowing received after 11:00 a.m. on any Business Day all Loans hereunder to exceed 50% of the next Business Day. By Borrowers' submission current market value of a notice of intention to borrow, Borrowers shall be deemed to represent and warrant that the information securities constituting Margin Stock in the most recent Borrowing Base Certificate remains Borrower's investment portfolio; (iv) such Loan will not, when made, cause the aggregate NM Portions of all Loans hereunder to exceed 50% of the current market value of Eligible Assets; (v) the proceeds of such Loan will be used by the Borrower only in accordance with the provisions of Section 2.13 hereof; and (vi) all of the representations and warranties of the Borrower contained in Section 4 hereof are true and accurate correct on and as of the time date of such notice.
(ii) Unless payment is otherwise timely made by Borrowers, the becoming due of any amount required to be paid under this Agreement or any of the other Loan Documents, as principal, accrued interest, fees or other charges, shall be deemed irrevocably to be a request by Borrowers from Lender for a Revolver Loan on the due date of, and in an aggregate amount required to pay, such principal, accrued interest, fees or other charges Request and the proceeds date of each such Revolver Revolving Loan may be disbursed by Lender by way as though made on and as of direct payment of the relevant Obligation and shall bear interest at the rate of interest applicable to Revolver Loans (whether or not any Default, Event of Default or Out-of-Formula Condition exists at the time of or would result from such Revolver Loan). As an accommodation to Borrowers, Lender will permit electronic transmittal of notices of intention to borrow, Borrowing Base Certificates and other authorizations and instructions to Lender from Borrowers. Unless Borrowers specifically direct Lender in writing not to accept or act upon electronic communications from Borrowers, Lender shall have no liability to Borrowers for any loss or damage suffered by Borrowers as a result of Lender's honoring of any such notices, instructions, authorizations or reports that are communicated to Lender electronically and purporting to have been sent to Lender by Borrowers and Lender shall have no duty to verify the origin of any such communication or the authority of the person sending itdates.
Appears in 1 contract
Sources: Credit Agreement (FMR Corp)
Loan Requests. A request for a Revolver Revolving Credit Loan or an Acquisition Loan shall be made, -------------- or shall be deemed to be made, in the following manner:
: (i) Borrowers may give Lender Agent a Notice of Revolving Credit Loan or Acquisition Loan, in which notice of Borrowers' intention to borrow, which shall be in writing and Borrowers shall specify whether the proposed borrowing is to be a Facility A Revolver Loan or a Facility B Revolver Loan, the amount of the Loan, proposed borrowing and the proposed date of funding of the Loan (which shall borrowing date, PROVIDED, however, that no such request may be made at a Business Day). Lender shall have no obligation to honor any notice of borrowing if any Default, time when there exists a Default or an Event of Default or Out-of-Formula Condition exists at the time of Lender's receipt of such notice or would result from Lender's funding of the requested Loan, Default; and Lender may defer the funding of any Loan requested pursuant to a notice of borrowing received after 11:00 a.m. on any Business Day to the next Business Day. By Borrowers' submission of a notice of intention to borrow, Borrowers shall be deemed to represent and warrant that the information in the most recent Borrowing Base Certificate remains true and accurate as of the time of such notice.
(ii) Unless payment is otherwise timely made by Borrowers, the becoming due of any amount required to be paid under this Agreement Agreement, the Term Note or any of the Acquisition Note, whether as interest or for any other Loan Documents, as principal, accrued interest, fees or other chargesObligation, shall be deemed irrevocably to be a request by Borrowers from Lender for a Revolver Revolving Credit Loan on the due date of, and in an aggregate the amount required to pay, pay such principal, accrued interest, fees interest or other charges and the proceeds of each such Revolver Loan may be disbursed by Lender by way of direct payment of the relevant Obligation and shall bear interest at the rate of interest applicable to Revolver Loans (whether or not any Default, Event of Default or Out-of-Formula Condition exists at the time of or would result from such Revolver Loan)Obligation. As an accommodation to Borrowers, Lender will Agent may permit telephonic requests for loans and electronic transmittal of notices of intention instructions, authorizations, agreements or reports to borrow, Borrowing Base Certificates and other authorizations and instructions to Lender from BorrowersAgent by Borr▇▇▇▇▇. Unless ▇▇less Borrowers specifically direct Lender Agent in writing not to accept or act upon telephonic or electronic communications from Borrowers, Lender Agent shall have no liability to Borrowers any Borrower for any loss or damage suffered by Borrowers any Borrower as a result of LenderAgent's honoring of any such noticesrequests, execution of any instructions, authorizations or agreements or reliance on any reports that are communicated to Lender it telephonically or electronically and purporting to have been sent to Lender Agent by Borrowers any Borrower and Lender Agent shall have no duty to verify the origin of any such communication or the authority of the person sending it.. Except as otherwise provided in SECTION 2.1. 1(B), each Revolving Credit Loan and each Acquisition Loan shall be made on notice, given not later than 11:00 a.m. (Dallas time) on the Business Day of the proposed Revolving Credit Loan or Acquisition Loan, by Borrowers to Agent, which shall give to each Lender prompt written notice thereof by telecopy, telex or cable. Each such notice (a "NOTICE OF REVOLVING CREDIT LOAN" or a "NOTICE OF ACQUISITION LOAN," as applicable) shall be in writing or by telephone to Agent at (214) ▇▇▇-▇▇▇▇, ▇▇nfirmed immediately in writing, specifying therein the requested date and amount of such Revolving Credit Loan or Acquisition Loan. Each Lender shall, not later than 2:00 p.m. (Dallas time) on each requested date, wire to a bank designated by Agent the amount of that Lend▇▇'▇ ▇evolving Credit Percentage of the requested Revolving Credit Loan or the amount of that Lend▇▇'▇ ▇cquisition Loan Percentage of the requested Acquisition Loan. Agent shall, before 2:30 P.M. (Dallas time) on the date of the proposed Revolving Credit Loan or proposed Acquisition Loan, subject to the provisions hereof, wire to a bank designated by Borrowers and reasonably acceptable to Agent, the amount of such Revolving Credit Loan or Acquisition Loan to the extent received from the Lenders. The failure of any Lender to make the Revolving Credit Loan or Acquisition Loan to be made by it shall not relieve any other
Appears in 1 contract
Loan Requests. A If the Periodic Report delivered on or prior to the Reporting Date of any month or a loan request for a Revolver Loan shall be made, -------------- or shall be deemed to be madein the form of Exhibit C hereto (an “Addition Notice”) delivered by the Borrower on any other Business Day, in the following manner:
either case, at least two Business Days prior to a proposed Borrowing Date shall specify (i) Borrowers may give Lender notice that additional Receivables will be added to the Financed Receivables and (ii) a requested amount of Borrowers' intention to borrowan additional borrowing, which shall must be in writing a minimum amount of $500,000 (or, if less, an amount equal to the Maximum Borrowing after giving effect to any payments on the related Settlement Date, if such additional borrowing will be on a Settlement Date) the Conduit Lender, or the Committed Lender if the Conduit Lender has determined not to make such requested Loan, shall, subject to the terms and conditions hereof, transfer to the Borrower’s Account the requested proceeds of such Loan by 12:00 p.m. (New York time) on the related Borrowing Date. To the extent the Servicer is permitted to commingle funds pursuant to Section 1.6(a) and the Borrowing Date is a Settlement Date, amounts to be applied to repay principal on Loan Amounts for any Lender pursuant to Section 1.6(a)(iii) and 1.6(b)(iii) may be netted against the amount that such Lender would otherwise be required to transfer into the Borrower’s Account pursuant to the preceding sentence. Any Addition Notice delivered by the Borrower shall list the additional Receivables to be added to the Financed Receivables, and shall specify whether contain (i) the proposed borrowing is to be Discounted Receivable Balance of each of the additional Receivables as of the applicable Cut-Off Date, (ii) the Adjusted Included Balance (or, if a Facility A Revolver Loan or a Facility B Revolver LoanCanadian Amortization Event has occurred, the amount U.S. Adjusted Included Balance) as of the Loanapplicable Borrowing Date (after giving effect to any additions or deletions on such date), and (iii) the Targeted Loan Amount (or, if a Canadian Amortization Event has occurred, the U.S. Targeted Loan Amount), after giving effect to the requested Loan and any additions to or deletions from the Adjusted Included Balance (or, if a Canadian Amortization Event has occurred, the U.S. Adjusted Included Balance) on such Borrowing Date. The Administrative Agent shall promptly notify the Borrower, the Servicer, and the proposed date of funding of Committed Lender if the Loan (which shall be a Business Day). Conduit Lender shall have no obligation has declined, or has determined to honor decline, to make any notice of borrowing if any Default, Event of Default or Out-of-Formula Condition exists at the time of Lender's receipt of such notice or would result from Lender's funding of the requested Loan, and Lender may defer the funding of any Loan requested pursuant to a notice of borrowing received after 11:00 a.m. on any Business Day to the next Business Day. By Borrowers' submission of a notice of intention to borrow, Borrowers shall be deemed to represent and warrant that the information in the most recent Borrowing Base Certificate remains true and accurate as of the time of such notice.
(ii) Unless payment is otherwise timely made by Borrowers, the becoming due of any amount required to be paid under this Agreement or any of the other Loan Documents, as principal, accrued interest, fees or other charges, shall be deemed irrevocably to be a request by Borrowers from Lender for a Revolver Loan on the due date of, and in an aggregate amount required to pay, such principal, accrued interest, fees or other charges and the proceeds of each such Revolver Loan may be disbursed by Lender by way of direct payment of the relevant Obligation and shall bear interest at the rate of interest applicable to Revolver Loans (whether or not any Default, Event of Default or Out-of-Formula Condition exists at the time of or would result from such Revolver Loan). As an accommodation to Borrowers, Lender will permit electronic transmittal of notices of intention to borrow, Borrowing Base Certificates and other authorizations and instructions to Lender from Borrowers. Unless Borrowers specifically direct Lender in writing not to accept or act upon electronic communications from Borrowers, Lender shall have no liability to Borrowers for any loss or damage suffered by Borrowers as a result of Lender's honoring of any such notices, instructions, authorizations or reports that are communicated to Lender electronically and purporting to have been sent to Lender by Borrowers and Lender shall have no duty to verify the origin of any such communication or the authority of the person sending it.
Appears in 1 contract
Loan Requests. A In connection with each request for a Revolver Loan, the Companies shall deliver to the Administrative Agent a signed Loan Request and a Mortgage Loan Schedule attached thereto. Prior to the funding of a Loan, other than a Wet Loan the proceeds of which will be used to originate or purchase a Mortgage Loan (and during the rescission period required by the Truth in Lending Act relative to the applicable Mortgage Loan), the appropriate Company or the Closing Agent on behalf of such Company shall be madedeliver to the Custodian all of the Required Documents as listed on Exhibit L attached hereto, -------------- or shall be deemed to be madeincluding, in without limitation, each of the following mannerfollowing:
(ia) Borrowers may give Lender notice the original of Borrowers' intention each promissory note relating to borrowa Mortgage Loan duly executed at settlement, which shall be and duly endorsed by the applicable Company in blank and containing any necessary intervening endorsements on a Mortgage Loan purchased by the applicable Company;
(b) a copy of each mortgage or deed of trust relating to a Mortgage Loan duly executed at settlement and in recordable form, certified in writing by the Closing Agent as being a true and accurate copy of the original mortgage or deed of trust;
(c) original assignment of each such mortgage or deed of trust, in recordable form and executed by the applicable Company in blank, and with respect to a mortgage or deed of trust purchased by a Company, the original recorded intervening assignment or a copy thereof certified in writing by the applicable Company as being a true and accurate copy of the original intervening assignment delivered for recording; and
(d) with respect to each Mortgage Loan to be pledged by a Company hereunder which was purchased by such Company, such Company will deliver the documents required by this Section 4.03 at or prior to the time of making the Loan. Upon receipt thereof, the Custodian shall specify review all documents and instruments to determine whether on their face only they are satisfactory pursuant to the terms of the Custodian Agreement. Not later than 1:30 p.m., New York City time, on the date of the proposed borrowing is to be a Facility A Revolver Loan or a Facility B Revolver Loan, the amount of Custodian shall deliver to the Loan, Administrative Agent and the proposed date of funding of the Loan (which shall be Companies an Exception Report and a Business Day). Lender shall have no obligation to honor any notice of borrowing if any Default, Event of Default or Out-of-Formula Condition exists at the time of Lender's trust receipt of such notice or would result from Lender's funding of the requested Loan, and Lender may defer the funding of any Loan requested pursuant to a notice of borrowing received after 11:00 a.m. on any Business Day with respect to the next Business Day. By Borrowers' submission of a notice of intention to borrow, Borrowers shall be deemed to represent and warrant that Required Documents for the information in the most recent Borrowing Base Certificate remains true and accurate as of the time of such notice.
(ii) Unless payment is otherwise timely made by Borrowers, the becoming due of any amount required Mortgage Loans to be paid under this Agreement or any of pledged to the other Loan Documents, as principal, accrued interest, fees or other charges, shall be deemed irrevocably to be a request by Borrowers from Lender for a Revolver Loan on the due date of, and in an aggregate amount required to pay, such principal, accrued interest, fees or other charges and the proceeds of each such Revolver Loan may be disbursed by Lender by way of direct payment of the relevant Obligation and shall bear interest at the rate of interest applicable to Revolver Loans (whether or not any Default, Event of Default or Out-of-Formula Condition exists at the time of or would result from such Revolver Loan). As an accommodation to Borrowers, Lender will permit electronic transmittal of notices of intention to borrow, Borrowing Base Certificates and other authorizations and instructions to Lender from Borrowers. Unless Borrowers specifically direct Lender in writing not to accept or act upon electronic communications from Borrowers, Lender shall have no liability to Borrowers for any loss or damage suffered by Borrowers as a result of Lender's honoring of any such notices, instructions, authorizations or reports that are communicated to Lender electronically and purporting to have been sent to Lender by Borrowers and Lender shall have no duty to verify the origin of any such communication or the authority of the person sending itAdministrative Agent.
Appears in 1 contract
Sources: Mortgage Loan Warehousing Agreement (Emergent Group Inc)
Loan Requests. (A) A request for a Revolver Eurodollar Loan shall be made, -------------- or shall be deemed to be made, if Borrower gives Lender notice of its intention to borrow in the form of EXHIBIT P hereto (a "BORROWING NOTICE"), in which notice Borrower shall specify (i) the aggregate amount of such Eurodollar Loan, (ii) the requested date of such Eurodollar Loan, (iii) the Applicable Annual Rate selected in accordance with SECTION 2.1.1, and (iv) the LIBOR Interest Period applicable thereto. If Borrower selects a Eurodollar Loan, Borrower shall give Lender the Borrowing Notice no later than 11:00 a.m. Dallas, Texas time at least two (2) Business Days prior to the requested date of the Eurodollar Loan. Notwithstanding anything herein to the contrary, Lender shall have the right to refuse to accept a request for a Eurodollar Loan and to refuse to make a Eurodollar Loan if at the date such request is made or such Eurodollar Loan is to be made there exists a Default or an Event of Default.
(B) A request for a Base Rate Loan shall be made, or shall be deemed to be made, in the following manner:
(i) Borrowers may Borrower shall give Lender notice of Borrowers' its intention to borrow, in which shall be in writing and notice Borrower shall specify whether the proposed borrowing is to be a Facility A Revolver Loan or a Facility B Revolver Loan, the amount of the Loan, proposed borrowing and the proposed date of funding of borrowing date, no later than 11:00 a.m. Dallas, Texas time on the Loan (which shall be a Business Day). proposed borrowing date; PROVIDED, HOWEVER, Lender shall have no obligation the right to honor any notice of borrowing refuse to accept such a request or make such a Loan if any Default, at such time there exists a Default or an Event of Default or Out-of-Formula Condition exists at the time of Lender's receipt of such notice or would result from Lender's funding of the requested Loan, Default; and Lender may defer the funding of any Loan requested pursuant to a notice of borrowing received after 11:00 a.m. on any Business Day to the next Business Day. By Borrowers' submission of a notice of intention to borrow, Borrowers shall be deemed to represent and warrant that the information in the most recent Borrowing Base Certificate remains true and accurate as of the time of such notice.
(ii) Unless payment is otherwise timely made by Borrowers, the becoming due of any amount required to be paid under this Agreement Agreement, under the Term Note, the Equipment Note or any of the other Loan Documents, as principal, accrued interest, fees or other charges, shall be deemed irrevocably to be a request by Borrowers Borrower from Lender for a Revolver Revolving Credit Loan on the due date of, and in an aggregate amount required to pay, such principal, accrued interest, fees or other charges and the proceeds of each such Revolver Revolving Credit Loan may be disbursed by Lender by way of direct payment of the relevant Obligation and shall bear interest at the rate of interest applicable to Revolver Revolving Credit Loans (whether or not any Default, Event of Default or Out-of-Formula Condition exists at the time of or would result from such Revolver Revolving Credit Loan). As an accommodation to BorrowersBorrower, Lender will may permit telephonic requests for loans and electronic transmittal of notices of intention to borrowinstructions, Borrowing Base Certificates and other authorizations and instructions authorizations, agreements or reports to Lender from Borrowersby Borrower. Unless Borrowers Borrower specifically direct directs Lender in writing not to accept or act upon telephonic or electronic communications from BorrowersBorrower, Lender shall have no liability to Borrowers Borrower for any loss or damage suffered by Borrowers Borrower as a result of Lender's honoring of any such noticesrequests, execution of any instructions, authorizations or agreements or reliance on any reports that are communicated to Lender telephonically or electronically and purporting to have been sent to Lender by Borrowers any individual from time to time designated by Borrower as an authorized officer and Lender shall have no duty to verify the origin or authenticity of any such communication or the authority of the person sending itcommunication.
Appears in 1 contract
Sources: Loan and Security Agreement (Advanced Technical Products Inc)
Loan Requests. A request for a Revolver Revolving Loan shall be made, -------------- made or shall be deemed to be made, each in the following manner:
: (i) Borrowers may Borrower shall give Lender notice LaSalle same day notice, no later than 10:30 A.M. (Chicago time) of Borrowers' such day, of its intention to borrow, borrow a Revolving Loan in which shall be in writing and notice Borrower shall specify whether the proposed borrowing is to be a Facility A Revolver Loan or a Facility B Revolver Loan, the amount of the Loan, proposed borrowing and the proposed date of funding of the Loan (which shall borrowing date; provided, however, that no such request may be made at a Business Day). Lender shall have no obligation to honor any notice of borrowing if any Default, time when there exists a Default or an Event of Default or Out-of-Formula Condition exists at the time of Lender's receipt of such notice or would result from Lender's funding of the requested Loan, Default; and Lender may defer the funding of any Loan requested pursuant to a notice of borrowing received after 11:00 a.m. on any Business Day to the next Business Day. By Borrowers' submission of a notice of intention to borrow, Borrowers shall be deemed to represent and warrant that the information in the most recent Borrowing Base Certificate remains true and accurate as of the time of such notice.
(ii) Unless payment is otherwise timely made by Borrowers, the becoming coming due of any amount required to be paid under this Agreement or any Note, whether on account of the interest or for any other Loan Documents, as principal, accrued interest, fees or other chargesLiability, shall be deemed irrevocably to be a request by Borrowers from Lender for a Revolver Revolving Loan on the due date of, and thereof in an aggregate the amount required to pay, pay such principal, accrued interest, fees interest or other charges and the proceeds of each such Revolver Loan may be disbursed by Lender by way of direct payment of the relevant Obligation and shall bear interest at the rate of interest applicable to Revolver Loans (whether or not any Default, Event of Default or Out-of-Formula Condition exists at the time of or would result from such Revolver Loan)Liability. As an accommodation to BorrowersBorrower, Lender will LaSalle may permit telephone requests for Revolving Loans and electronic transmittal of notices of intention instructions, authorizations, agreements or reports to borrow, Borrowing Base Certificates and other authorizations and instructions to Lender from BorrowersLaSalle by Borrower. Unless Borrowers Borrower specifically direct Lender directs LaSalle in writing not to accept or act upon telephonic or electronic communications from BorrowersBorrower, Lender LaSalle shall have no liability to Borrowers Borrower for any loss or damage suffered by Borrowers Borrower as a result of LenderLaSalle's honoring of any such noticesrequests, execution of any instructions, authorizations or agreements or reliance on any reports that are communicated to Lender it telephonically or electronically and purporting to have been sent to Lender LaSalle by Borrowers Borrower and Lender LaSalle shall have no duty to verify the origin of any such communication or the authority of the person Person sending it. Each notice of borrowing shall be irrevocable by and binding on Borrower.
Appears in 1 contract
Sources: Loan and Security Agreement (Phoenix Medical Technology Inc)
Loan Requests. A request for a Revolver Loan shall be made, -------------- made or shall be deemed to be made, each in the following manner:
: (i) Borrowers may Borrower shall give Lender notice LaSalle same day notice, no later than 10:30 A.M. (Chicago time) of Borrowers' such day, of its intention to borrowborrow a Loan, in which shall be in writing and notice Borrower shall specify whether the proposed borrowing is to be a Facility A Revolver Loan or a Facility B Revolver Loan, the amount of the Loan, proposed borrowing and the proposed date of funding of the Loan (which shall borrowing date; provided, however, that no such request may be made at a Business Day). Lender shall have no obligation to honor any notice of borrowing if any Default, time when there exists a Default or an Event of Default or Out-of-Formula Condition exists at the time of Lender's receipt of such notice or would result from Lender's funding of the requested Loan, Default; and Lender may defer the funding of any Loan requested pursuant to a notice of borrowing received after 11:00 a.m. on any Business Day to the next Business Day. By Borrowers' submission of a notice of intention to borrow, Borrowers shall be deemed to represent and warrant that the information in the most recent Borrowing Base Certificate remains true and accurate as of the time of such notice.
(ii) Unless payment is otherwise timely made by Borrowers, the becoming coming due of any amount required to be paid under this Agreement or any Note, whether on account of the interest or for any other Loan Documents, as principal, accrued interest, fees or other chargesLiability, shall be deemed irrevocably to be a request by Borrowers from Lender for a Revolver Loan on the due date of, and thereof in an aggregate the amount required to pay, pay such principal, accrued interest, fees interest or other charges and the proceeds of each such Revolver Loan may be disbursed by Lender by way of direct payment of the relevant Obligation and shall bear interest at the rate of interest applicable to Revolver Loans (whether or not any Default, Event of Default or Out-of-Formula Condition exists at the time of or would result from such Revolver Loan)Liability. As an accommodation to BorrowersBorrower, Lender will LaSalle may permit telephone requests for Loans and electronic transmittal of notices instructions, authorizations, agreements or reports to LaSalle by Borrower; provided that telephone requests or electronic transmittals may be made only by such persons as the Borrower may from time to time designate in writing to LaSalle (it being understood that LaSalle shall be entitled to rely upon such designation until LaSalle receives and has a reasonable opportunity to act upon the Borrower's written amendment or retraction of intention such designation), and provided further that LaSalle will not accept a telephone or electronic request to borrow, Borrowing Base Certificates and other authorizations and instructions to Lender change the account number into which proceeds from Borrowersthe Loans are deposited by LaSalle. Unless Borrowers Borrower specifically direct Lender directs LaSalle in writing not to accept or act upon telephonic or electronic communications from BorrowersBorrower, Lender LaSalle shall have no liability to Borrowers Borrower for any loss or damage suffered by Borrowers Borrower as a result of LenderLaSalle's honoring of any such noticesrequests, execution of any instructions, authorizations or agreements or reliance on any reports that are communicated to Lender it telephonically or electronically and purporting to have been sent to Lender LaSalle by Borrowers Borrower and Lender LaSalle shall have no duty to verify the origin of any such communication or the authority of the person Person sending it. Each notice of borrowing shall be irrevocable by and binding on Borrower.
Appears in 1 contract
Loan Requests. A request for a Revolver Revolving Credit Loan shall be made, -------------- or shall be deemed to be made, in the following manner:
(i) Borrowers Borrower may give Lender notice of Borrowers' its intention to borrow, in which shall be in writing and notice Borrower shall specify whether the proposed borrowing is to be a Facility A Revolver Loan or a Facility B Revolver Loan, the amount of the Loan, proposed borrowing and the proposed borrowing date of funding of and, if applicable, wiring instructions as set forth below, no later than 11:00 a.m. New York City time on the Loan (which shall proposed borrowing date, provided, however, that no such request may be made at a Business Day). Lender shall have no obligation to honor any notice of borrowing if any Default, time when there exists a Default or an Event of Default or Out-of-Formula Condition exists at the time of Lender's receipt of such notice or would result from Lender's funding of the requested Loan, Default; and Lender may defer the funding of any Loan requested pursuant to a notice of borrowing received after 11:00 a.m. on any Business Day to the next Business Day. By Borrowers' submission of a notice of intention to borrow, Borrowers shall be deemed to represent and warrant that the information in the most recent Borrowing Base Certificate remains true and accurate as of the time of such notice.
(ii) Unless payment is otherwise timely made by Borrowers, the becoming due of any amount required to be paid under this Agreement or any Agreement, whether as a drawing under the Letter of the other Loan DocumentsCredit, as principal, accrued interest, fees interest or for any other chargesObligation, shall be deemed irrevocably to be a request by Borrowers from Lender for a Revolver Revolving Credit Loan on the due date of, and in an aggregate the amount required to pay, pay such principal, accrued interest, fees interest or other charges and the proceeds of each such Revolver Loan may be disbursed by Lender by way of direct payment of the relevant Obligation and shall bear interest at the rate of interest applicable to Revolver Loans (whether or not any Default, Event of Default or Out-of-Formula Condition exists at the time of or would result from such Revolver Loan)Obligation. As an accommodation to BorrowersBorrower, Lender, at Borrower's request, will wire transfer Revolving Credit Loan proceeds into an operating account maintained by Borrower in a state in which Bank does not maintain branches. As an accommodation to Borrower, Lender will may permit telephonic or electronic requests for loans and electronic transmittal of notices of intention to borrowinstructions, Borrowing Base Certificates and other authorizations and instructions authorizations, agreements or reports to Lender from Borrowersby Borrower. Unless Borrowers Borrower specifically direct directs Lender in writing not to accept or act upon telephonic or electronic communications from BorrowersBorrower, Lender shall have no liability to Borrowers Borrower for any loss or damage suffered by Borrowers Borrower as a result of Lender's honoring of any such noticesrequests, execution of any instructions, authorizations or agreements or reliance on any reports that are communicated to Lender it telephonically or electronically and purporting to have been sent to Lender by Borrowers Borrower and Lender shall have no duty to verify the origin of any such communication or the authority of the person sending it.
Appears in 1 contract
Loan Requests. A In connection with each request for a Revolver Loan shall be made, -------------- or shall be deemed to be made, in the following manner:
(i) Borrowers may give Lender notice of Borrowers' intention to borrow, which shall be in writing and shall specify whether the proposed borrowing is to be a Facility A Revolver Loan or a Facility B Revolver Loan, the Borrower shall deliver to the Agent a signed Notice of Borrowing and a Mortgage Loan Schedule attached thereto. For each Loan requested, the Agent shall receive the written Notice
(a) written wire instructions advising the Custodian to wire Loan proceeds from the Borrower's account to the Closing Agent reflecting the intended amount of the LoanMortgage Loans to be financed and giving other wiring instructions as needed by the Custodian;
(b) the original of each Mortgage Note duly executed at settlement, and duly endorsed by the proposed date Borrower in blank and containing any necessary intervening endorsements on a Mortgage purchased by the Borrower;
(c) a copy of funding each Mortgage duly executed at settlement and in recordable form, certified in writing by the Closing Agent as being a true and accurate copy of the original Mortgage;
(d) original assignment of each Mortgage, in recordable form and executed by the Borrower in blank, and with respect to a Mortgage purchased by the Borrower, the original recorded intervening assignment or a copy thereof certified in writing by the Borrower as being a true and accurate copy of the original intervening assignment delivered for recording; and
(e) with respect to each Mortgage Loan (to be pledged by the Borrower hereunder which shall be a Business Day). Lender shall have no obligation was funded by the Borrower with the Borrower's own funds or purchased by the Borrower, the Borrower will deliver the documents required by this Section 5.03 at or prior to honor any notice of borrowing if any Default, Event of Default or Out-of-Formula Condition exists at the time of Lender's making its loan request. Upon receipt of such notice or would result from Lender's funding thereof, the Custodian shall review all documents and instruments to determine whether on their face only they are satisfactory pursuant to the terms of the requested Custodian Agreement. Not later than 11:00 a.m., New York City time, on the date of the proposed Loan, and Lender may defer the funding of any Loan requested pursuant to a notice of borrowing received after 11:00 a.m. on any Business Day Custodian shall deliver to the next Business Day. By Borrowers' submission of Agent and the Borrower an Exception Report and a notice of intention trust receipt with respect to borrow, Borrowers shall be deemed to represent and warrant that the information in Collateral Documents for the most recent Borrowing Base Certificate remains true and accurate as of the time of such notice.
(ii) Unless payment is otherwise timely made by Borrowers, the becoming due of any amount required Mortgage Loans to be paid under this Agreement or any of pledged to the other Loan Documents, as principal, accrued interest, fees or other charges, shall be deemed irrevocably to be a request by Borrowers from Lender for a Revolver Loan on the due date of, and in an aggregate amount required to pay, such principal, accrued interest, fees or other charges and the proceeds of each such Revolver Loan may be disbursed by Lender by way of direct payment of the relevant Obligation and shall bear interest at the rate of interest applicable to Revolver Loans (whether or not any Default, Event of Default or Out-of-Formula Condition exists at the time of or would result from such Revolver Loan). As an accommodation to Borrowers, Lender will permit electronic transmittal of notices of intention to borrow, Borrowing Base Certificates and other authorizations and instructions to Lender from Borrowers. Unless Borrowers specifically direct Lender in writing not to accept or act upon electronic communications from Borrowers, Lender shall have no liability to Borrowers for any loss or damage suffered by Borrowers as a result of Lender's honoring of any such notices, instructions, authorizations or reports that are communicated to Lender electronically and purporting to have been sent to Lender by Borrowers and Lender shall have no duty to verify the origin of any such communication or the authority of the person sending itAgent.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Cityscape Financial Corp)
Loan Requests. A In connection with each request for a Revolver Loan, the Borrower shall deliver to the Agent a signed Notice of Borrowing and a Mortgage Loan Schedule attached thereto. For each Loan requested, the Agent shall receive the written Notice of Borrowing request not later than (i) 10:00 a.m. (New York City time) on the Business Day of the proposed borrowing in the case of a Prime Loan and (ii) not later than 12:00 noon (New York City time) on the third Business Day before the date of such proposed borrowing in the case of a Eurodollar Loan. Prior to the funding of a Loan the proceeds of which shall be madeused to originate a Mortgage Loan, -------------- other than a Wet Mortgage Loan (and during the rescission period required by the Truth in Lending Act), the Borrower or the Closing Agent on behalf of the Borrower shall be deemed deliver to be madethe Custodian all of the Collateral Documents as listed on Exhibit F attached hereto (the "Description of Collateral Documents"), in including, without limitation, each of the following mannerfollowing:
(ia) Borrowers may give Lender notice written wire instructions advising the Custodian to wire Loan proceeds from the Borrower's account to the Closing Agent reflecting the intended amount of Borrowers' intention the Mortgage Loans to borrowbe financed and giving other wiring instructions as needed by the Custodian;
(b) the original of each Mortgage Note duly executed at settlement, which shall be and duly endorsed by the Borrower in blank and containing any necessary intervening endorsements on a Mortgage purchased by the Borrower;
(c) a copy of each Mortgage duly executed at settlement and in recordable form, certified in writing by the Closing Agent as being a true and accurate copy of the original Mortgage;
(d) original assignment of each Mortgage, in recordable form and executed by the Borrower in blank, and with respect to a Mortgage purchased by the Borrower, the original recorded intervening assignment or a copy thereof certified in writing by the Borrower as being a true and accurate copy of the original intervening assignment delivered for recording; and
(e) with respect to each Mortgage Loan to be pledged by the Borrower hereunder which was funded by the Borrower with the Borrower's own funds or purchased by the Borrower, the Borrower will deliver the documents required by this Section 5.03 at or prior to the time of making its loan request. Upon receipt thereof, the Custodian shall specify review all documents and instruments to determine whether on their face only they are satisfactory pursuant to the terms of the Custodian Agreement. Not later than 3:00 p.m., New York City time, on the date of the proposed borrowing is to be a Facility A Revolver Loan or a Facility B Revolver Loan, the amount of Custodian shall deliver to the Loan, Agent and the proposed date of funding of the Loan (which shall be Borrower an Exception Report and a Business Day). Lender shall have no obligation to honor any notice of borrowing if any Default, Event of Default or Out-of-Formula Condition exists at the time of Lender's trust receipt of such notice or would result from Lender's funding of the requested Loan, and Lender may defer the funding of any Loan requested pursuant to a notice of borrowing received after 11:00 a.m. on any Business Day with respect to the next Business Day. By Borrowers' submission of a notice of intention to borrow, Borrowers shall be deemed to represent and warrant that Collateral Documents for the information in the most recent Borrowing Base Certificate remains true and accurate as of the time of such notice.
(ii) Unless payment is otherwise timely made by Borrowers, the becoming due of any amount required Mortgage Loans to be paid under this Agreement or any of pledged to the other Loan Documents, as principal, accrued interest, fees or other charges, shall be deemed irrevocably to be a request by Borrowers from Lender for a Revolver Loan on the due date of, and in an aggregate amount required to pay, such principal, accrued interest, fees or other charges and the proceeds of each such Revolver Loan may be disbursed by Lender by way of direct payment of the relevant Obligation and shall bear interest at the rate of interest applicable to Revolver Loans (whether or not any Default, Event of Default or Out-of-Formula Condition exists at the time of or would result from such Revolver Loan). As an accommodation to Borrowers, Lender will permit electronic transmittal of notices of intention to borrow, Borrowing Base Certificates and other authorizations and instructions to Lender from Borrowers. Unless Borrowers specifically direct Lender in writing not to accept or act upon electronic communications from Borrowers, Lender shall have no liability to Borrowers for any loss or damage suffered by Borrowers as a result of Lender's honoring of any such notices, instructions, authorizations or reports that are communicated to Lender electronically and purporting to have been sent to Lender by Borrowers and Lender shall have no duty to verify the origin of any such communication or the authority of the person sending itAgent.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Cityscape Financial Corp)
Loan Requests. A request for a Revolver Revolving Credit Loan bearing interest with reference to the Prime Rate shall be made, -------------- or shall be deemed to be made, in the following manner:
: (i) Borrowers may give Lender notice of Borrowers' their intention to borrow, in which shall be in writing and notice Borrowers shall specify whether the proposed borrowing is to be a Facility A Revolver Loan or a Facility B Revolver Loan, the amount of the Loan, proposed borrowing and the proposed date of funding of borrowing date, no later than 2:30 p.m., Hartford, Connecticut time on the Loan (which shall proposed borrowing date, provided, however, that no such request may be made at a Business Day). Lender shall have no obligation to honor any notice of borrowing if any Default, time when there exists a Default or an Event of Default or Out-of-Formula Condition exists at the time of Lender's receipt of such notice or would result from Lender's funding of the requested Loan, Default; and Lender may defer the funding of any Loan requested pursuant to a notice of borrowing received after 11:00 a.m. on any Business Day to the next Business Day. By Borrowers' submission of a notice of intention to borrow, Borrowers shall be deemed to represent and warrant that the information in the most recent Borrowing Base Certificate remains true and accurate as of the time of such notice.
(ii) Unless payment is otherwise timely made by Borrowers, the becoming due of any amount required to be paid under this Agreement or the Term Notes or the Equipment Note, whether as interest or for any other Obligation, including, without limitation, at any time that LIBOR Loans may be available hereunder, upon the maturity of any LIBOR Loan at the end of the other Loan Documents, as principal, accrued interest, fees or other chargesapplicable LIBOR Internal Period, shall be deemed irrevocably to be a request by Borrowers from Lender for a Revolver Revolving Credit Loan on the due date of, and in an aggregate the amount required to pay, pay such principal, accrued interest, fees interest or other charges and the proceeds of each such Revolver Loan may be disbursed by Lender by way of direct payment of the relevant Obligation and shall bear interest at the rate of interest applicable to Revolver Loans (whether or not any Default, Event of Default or Out-of-Formula Condition exists at the time of or would result from such Revolver Loan)Obligation. As an accommodation to Borrowers, Lender will may permit telephonic requests for loans and electronic transmittal of notices of intention to borrowinstructions, Borrowing Base Certificates and other authorizations and instructions authorizations, agreements or reports to Lender from by Borrowers. Unless Borrowers specifically direct Lender in writing not to accept or act upon telephonic or electronic communications from Borrowersa Borrower, Lender shall have no liability to Borrowers any Borrower for any loss or damage suffered by Borrowers any Borrower as a result of Lender's honoring of any such noticesrequests, execution of any instructions, authorizations or agreements or reliance on any reports that are communicated to Lender it telephonically or electronically and purporting to have been sent to Lender by Borrowers a Borrower and Lender shall have no duty to verify the origin of any such communication or the authority of the person sending it.. At such time as LIBOR Loans may be available to Borrowers hereunder, Borrowers may convert any Loan or portion thereof bearing interest with reference to the Prime Rate to a LIBOR Loan or request a LIBOR Loan by giving Lender not less than three (3) Business Days prior irrevocable written notice thereof specifying the amount of such LIBOR Loan, which shall not be less than $500,000 or an integral multiple of $100,000 in excesses thereof, the date of the requested LIBOR Loan (which shall be a Business Day) and the duration of the LIBOR Interest Period of such LIBOR Loan, provided, however, that in no event shall the number of LIBOR Loans outstanding at any time exceed five (5), and provided, further that no such Loan request may be made at a time when there exists a Default or an Event of Default
Appears in 1 contract
Loan Requests. A request for a Revolver Loan Loans shall be madedisbursed by the Lender once each week during the term of this Agreement. Three (3) business days prior to the date on which the Company desires Lender to disburse Loan funds to the respective vendors or suppliers, -------------- the Company shall deliver to the Lender a completed Loan request substantially in the form attached hereto as Exhibit "C", together with an original or shall be deemed copy of the Company's purchase orders to such vendors or suppliers for the parts Inventory being purchased with the requested Loan. With respect to any portions of the weekly Loan that are to be madedisbursed by checks drawn on the Anchor Account, in the following manner:
(i) Borrowers may give Lender notice Company shall prepare for the Lender's signature and include with the Loan request all necessary checks payable to the vendors or suppliers. If any portion of Borrowers' intention to borrow, which shall be in writing and shall specify whether the proposed borrowing weekly Loan is to be disbursed by a Facility A Revolver wire transfer or cashier's check or certified check, then all instructions for such other methods of payment shall be included in the Loan request. Lender shall not be responsible for any errors, mistakes, omissions or a Facility B Revolver Loaninaccuracies in any such Loan request, parts order, check or payment instructions prepared by the amount of the LoanCompany, and the proposed date of funding Company shall be solely responsible for the accuracy and completeness of the same and shall indemnify and hold the Lender harmless from and against any losses, liabilities, damages, claims, costs or expenses (including reasonable attorneys fees) incurred by any person as a result of any such errors, mistakes, omissions or inaccuracies. Subject to the satisfaction of the respective conditions to each such Loan (which shall be a Business Day). set forth in Section 4, the Lender shall have no obligation to honor any notice of borrowing if any Default, Event of Default or Out-of-Formula Condition exists at disburse the time of weekly Loan in accordance with the Company's instructions included in the Loan Request within three (3) business days after the Lender's receipt of such notice the completed Loan request. If the Lender determines that the Loan request is incomplete or would result from Lender's funding inaccurate or ambiguous in any respect, the Lender shall promptly contact the Company for further instructions and shall be relieved of any obligation to fund the requested Loan, and Lender may defer the funding of any Loan requested pursuant to a notice of borrowing received after 11:00 a.m. on any Business Day to the next Business Day. By Borrowers' submission of a notice of intention to borrow, Borrowers shall be deemed to represent and warrant that the information in the most recent Borrowing Base Certificate remains true and accurate as of the time until receipt of such noticefurther instructions resolving the incompleteness, inaccuracy or ambiguity.
(ii) Unless payment is otherwise timely made by Borrowers, the becoming due of any amount required to be paid under this Agreement or any of the other Loan Documents, as principal, accrued interest, fees or other charges, shall be deemed irrevocably to be a request by Borrowers from Lender for a Revolver Loan on the due date of, and in an aggregate amount required to pay, such principal, accrued interest, fees or other charges and the proceeds of each such Revolver Loan may be disbursed by Lender by way of direct payment of the relevant Obligation and shall bear interest at the rate of interest applicable to Revolver Loans (whether or not any Default, Event of Default or Out-of-Formula Condition exists at the time of or would result from such Revolver Loan). As an accommodation to Borrowers, Lender will permit electronic transmittal of notices of intention to borrow, Borrowing Base Certificates and other authorizations and instructions to Lender from Borrowers. Unless Borrowers specifically direct Lender in writing not to accept or act upon electronic communications from Borrowers, Lender shall have no liability to Borrowers for any loss or damage suffered by Borrowers as a result of Lender's honoring of any such notices, instructions, authorizations or reports that are communicated to Lender electronically and purporting to have been sent to Lender by Borrowers and Lender shall have no duty to verify the origin of any such communication or the authority of the person sending it.
Appears in 1 contract
Sources: Loan and Security Agreement (American Quantum Cycles Inc)
Loan Requests. A request for a Revolver Revolving Loan shall be made, -------------- made or shall be deemed to be made, each in the following manner:
: (i) Borrowers may Borrower shall give Lender notice LaSalle same day notice, no later than 10:30 A.M. (Portland time) of Borrowers' such day, of its intention to borrowborrow a Revolving Loan, in which shall be in writing and notice Borrower shall specify whether the proposed borrowing is to be a Facility A Revolver Loan or a Facility B Revolver Loan, the amount of the Loan, proposed borrowing and the proposed date of funding of the Loan (which shall borrowing date; provided, however, that no such request may be made at a Business Day). Lender shall have no obligation to honor any notice of borrowing if any Default, time when there exists a Default or an Event of Default or Out-of-Formula Condition exists at the time of Lender's receipt of such notice or would result from Lender's funding of the requested Loan, Default; and Lender may defer the funding of any Loan requested pursuant to a notice of borrowing received after 11:00 a.m. on any Business Day to the next Business Day. By Borrowers' submission of a notice of intention to borrow, Borrowers shall be deemed to represent and warrant that the information in the most recent Borrowing Base Certificate remains true and accurate as of the time of such notice.
(ii) Unless payment is otherwise timely made by Borrowers, the becoming coming due of any amount required to be paid under this Agreement or any Note, whether on account of the interest or for any other Loan Documents, as principal, accrued interest, fees or other chargesLiability, shall be deemed irrevocably to be a request by Borrowers from Lender for a Revolver Revolving Loan on the due date of, and thereof in an aggregate the amount required to pay, pay such principal, accrued interest, fees interest or other charges and the proceeds of each such Revolver Loan may be disbursed by Lender by way of direct payment of the relevant Obligation and shall bear interest at the rate of interest applicable to Revolver Loans (whether or not any Default, Event of Default or Out-of-Formula Condition exists at the time of or would result from such Revolver Loan)Liability. As an accommodation to BorrowersBorrower, Lender will LaSalle may permit telephone requests for Revolving Loans and electronic transmittal of notices of intention instructions, authorizations, agreements or reports to borrow, Borrowing Base Certificates and other authorizations and instructions to Lender from BorrowersLaSalle by Borrower. Unless Borrowers Borrower specifically direct Lender directs LaSalle in writing not to accept or act upon telephonic or electronic communications from BorrowersBorrower, Lender LaSalle shall have no liability to Borrowers Borrower for any loss or damage suffered by Borrowers Borrower as a result of LenderLaSalle's honoring of any such noticesrequests, execution of any instructions, authorizations or agreements or reliance on any reports that are communicated to Lender it telephonically or electronically and purporting to have been sent to Lender LaSalle by Borrowers Borrower and Lender LaSalle shall have no duty to verify the origin of any such communication or the authority of the person Person sending it. Each notice of borrowing shall be irrevocable by and binding on Borrower.
Appears in 1 contract
Loan Requests. A request for a Revolver Revolving Credit Loan shall ------------- be made, -------------- or shall be deemed to be made, in the following manner:
: (i) Borrowers may an Authorized Officer shall give Lender written notice of Borrowers' its intention to borrow, in which shall be in writing and notice such Authorized Officer shall specify whether the proposed borrowing is to be a Facility A Revolver Loan or a Facility B Revolver Loan, the amount of the Loan, proposed borrowing and the proposed borrowing date, no later than 11:00 a.m. (Dallas, Texas time) on the proposed borrowing date (or in accordance with Section 2.3 ----------- hereof in the case of funding of the Loan (which shall be a Business Dayrequest for a LIBOR Portion). , provided, however, that -------- ------- Lender shall have no obligation the right to honor any notice of borrowing refuse to accept a request or refuse to make a Revolving Credit Loan if any Default, at such time there exists a Default or an Event of Default or Out-of-Formula Condition exists at the time of Lender's receipt of such notice or would result from Lender's funding of the requested Loan, Default; and Lender may defer the funding of any Loan requested pursuant to a notice of borrowing received after 11:00 a.m. on any Business Day to the next Business Day. By Borrowers' submission of a notice of intention to borrow, Borrowers shall be deemed to represent and warrant that the information in the most recent Borrowing Base Certificate remains true and accurate as of the time of such notice.
(ii) Unless payment is otherwise timely made by Borrowers, the becoming due of any amount required to be paid under this Agreement or under any of the other Loan Documents, whether as principal, accrued interest, fees or other charges, shall irrevocably be deemed irrevocably to be a request by Borrowers from to Lender for a Revolver Revolving Credit Loan on the due date of, and in an aggregate amount required to pay, such principal, accrued interest, fees or other charges charges, and the proceeds of each any such Revolver Revolving Credit Loan may be disbursed by Lender by way of direct payment of the relevant Obligation and shall bear interest at the rate of interest applicable to Revolver Loans (whether or not any Default, Event of Default or Out-of-Formula Condition exists at the time of or would result from such Revolver Revolving Credit Loan)) and shall bear interest at the rate of interest applicable to the Base Rate Portion. As an accommodation to Borrowers, Lender will may permit electronic facsimile transmittal of notices of intention to borrowrequests for Revolving Credit Loans, Borrowing Base Certificates and other authorizations and instructions instructions, authorizations, agreements or reports to Lender from Borrowersby an Authorized Officer. Unless Borrowers specifically direct Lender in writing not to accept or act upon electronic on facsimile communications from Borrowersan Authorized Officer, Lender shall have no liability to Borrowers any Borrower for any loss or damage suffered by Borrowers any Borrower as a result of Lender's honoring of any such noticesrequests, execution of any instructions, authorizations or agreements or reliance on any reports that are communicated to Lender electronically by facsimile and purporting to have been sent to Lender by Borrowers any Authorized Officer and Lender shall have no duty to verify the origin or authenticity of any such communication or the authority of the person sending itcommunication.
Appears in 1 contract
Sources: Loan and Security Agreement (Avalon Community Services Inc)
Loan Requests. A request for a Revolver Revolving Loan shall be made, -------------- made or shall be deemed to be made and a request for a Capex Loan shall be made, each in the following manner:
: (i) Borrowers may Borrower shall give Lender LaSalle, in the case of a Revolving Loan, same day notice, no later than 11:30 A.M. (Chicago time) of such day, of its intention to borrow a Revolving Loan, and, in the case of a Capex Loan, at least two (2) Business Days notice of Borrowers' its intention to borrowborrow a Capex Loan, in which shall be in writing and notice Borrower shall specify whether the proposed borrowing is to be a Facility A Revolver Loan or a Facility B Revolver Loan, the amount of the Loan, proposed borrowing and the proposed date of funding of the Loan (which shall be a Business Day). Lender shall have no obligation to honor any notice of borrowing if any Default, Event of Default or Out-of-Formula Condition exists at the time of Lender's receipt of such notice or would result from Lender's funding of the requested Loandate, and Lender may defer in the funding of any Loan requested pursuant to a notice of borrowing received after 11:00 a.m. on any Business Day to the next Business Day. By Borrowers' submission case of a notice for a Capex Loan, a statement of intention the purpose for the Capex Loan together with documentation substantiating the purchase or commitment to borrowpurchase Equipment or the making of or the commitment to make the capital expenditures, Borrowers which documentation shall be deemed satisfactory to represent LaSalle in its sole discretion; provided, however, that no such request may be made at a time when there exists a Default or an Event of Default; and warrant that the information in the most recent Borrowing Base Certificate remains true and accurate as of the time of such notice.
(ii) Unless payment is otherwise timely made by Borrowers, the becoming due of any amount required to be paid under this Agreement or any Note, whether on account of the interest or for any other Loan Documents, as principal, accrued interest, fees or other chargesLiability, shall be deemed irrevocably to be a request by Borrowers from Lender for a Revolver Revolving Loan on the due date of, and thereof in an aggregate the amount required to pay, pay such principal, accrued interest, fees interest or other charges and the proceeds of each such Revolver Loan may be disbursed by Lender by way of direct payment of the relevant Obligation and shall bear interest at the rate of interest applicable to Revolver Loans (whether or not any Default, Event of Default or Out-of-Formula Condition exists at the time of or would result from such Revolver Loan)Liability. As an accommodation to BorrowersBorrower, Lender will LaSalle may permit telephone requests for Revolving Loans and electronic transmittal of notices of intention instructions, authorizations, agreements or reports to borrow, Borrowing Base Certificates and other authorizations and instructions to Lender from BorrowersLaSalle by Borrower. Unless Borrowers Borrower specifically direct Lender directs LaSalle in writing not to accept or act upon telephonic or electronic communications from BorrowersBorrower, Lender LaSalle shall have no liability to Borrowers Borrower for any loss or damage suffered by Borrowers Borrower as a result of LenderLaSalle's honoring of any such noticesrequests, execution of any instructions, authorizations or agreements or reliance on any reports that are communicated to Lender it telephonically or electronically and purporting to have been sent to Lender LaSalle by Borrowers Borrower and Lender LaSalle shall have no duty to verify the origin of any such communication or the authority of the person Person sending it. Each notice of borrowing shall be irrevocable by and binding on Borrower. Any Capex Loan shall be in the minimum amount of $20,000.
Appears in 1 contract
Sources: Loan and Security Agreement (American Materials & Technologies Corp)