Common use of Procedure for Advances Clause in Contracts

Procedure for Advances. Notice of Revolving Loan Borrowing, Revolving Loan Note, Etc. Within the limits of the Revolving Loan Borrowing Base and the Revolving Loan Term, so long as Borrower is in compliance with all of the terms and conditions of this Agreement and no Defaulting Event has occurred, Borrower may request borrowings and may repay and request reborrowings of Revolving Loans. Whenever Borrower desires an advance, Borrower shall notify Lender (which notice shall be irrevocable) by telecopy or telephone of the proposed borrowing. Such notice (each, a "Notice of Revolving Loan Borrowing") shall be accompanied by a borrowing base certificate (in a form acceptable to Lender), specify the date of the proposed borrowing and the amount proposed to be borrowed. Each Notice of Revolving Loan Borrowing must be received by Lender no later than 11:00 a.m., Hartford, Connecticut time on the day such borrowing is requested. In addition to this Agreement, the Revolving Loans shall be evidenced by a Second Amended and Restated Revolving Loan Note payable to Lender in the form of Exhibit A attached hereto (the "Revolving Loan --------- Note"), which Revolving Loan Note shall amend and restate the Existing Revolving Loan Note. Insofar as Borrower may request and Lender shall make Revolving Loans hereunder, Lender shall enter such advances as debits on a revolving loan account maintained by Borrower with Lender (the "Revolving Loan Account"). Lender may also record to the Revolving Loan Account, in accordance with customary accounting practices and procedures, (i) all fees, accrued and unpaid interest, late fees, usual and customary charges for the maintenance and administration of checking and any other accounts maintained by Borrower with Lender, and other fees and charges which are properly chargeable to Borrower under this Agreement, (ii) all payments, subject to collection, made by or account of indebtedness evidenced by the Revolving Loan Account, (iii) all proceeds of Collateral which are finally paid to Lender in its own office in cash or collected items, and (iv) other appropriate debits and credits, including without limitation, payments of interest due hereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (Memry Corp)

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Procedure for Advances. Notice At least five (5) Business Days before the requested date of Revolving Loan Borrowingeach advance (except for the initial advance hereunder), Revolving Loan Note, Etc. Within Borrower shall deliver to Administrative Agent a completed Draw Request Package in the limits form of Exhibit B. Borrower shall be entitled to an advance only in an amount approved by Administrative Agent in accordance with the Revolving Loan Borrowing Base terms of this Agreement and the Revolving Loan TermDocuments. Administrative Agent shall not be required to make advances more frequently than once each calendar month. Administrative Agent shall, so long as Borrower is only upon the satisfaction (in compliance with the reasonable opinion of Administrative Agent) of all of the terms and applicable conditions of this Agreement and the Loan Documents, make the requested advance to Borrower within one (1) Business Day after such satisfaction. Submission of a Draw Request Package to Administrative Agent shall constitute a certification by Borrower to Administrative Agent that on the date thereof (a) all representations and warranties contained in the Loan Documents are true and correct in all material respects, (b) no Defaulting Event has occurredof Default or Potential Default exists, Borrower may request borrowings and may repay and request reborrowings of Revolving Loans. Whenever Borrower desires an (c) all conditions herein to the advance, Borrower shall notify Lender whether or not evidence thereof is required by Administrative Agent, are satisfied (which notice shall be irrevocable) except to the extent specifically waived by telecopy or telephone of the proposed borrowing. Such notice (each, a "Notice of Revolving Loan Borrowing") shall be accompanied by a borrowing base certificate (in a form acceptable to LenderAdministrative Agent), specify (d) the date of AIA Document G-702 and G-703 forms executed by each Contractor and approved by the proposed borrowing and the amount proposed to be borrowed. Each Notice of Revolving Loan Borrowing must be received by Lender no later than 11:00 a.m.Architect, Hartfordtogether with all schedules, Connecticut time on the day such borrowing is requested. In addition to this Agreementaffidavits, the Revolving Loans shall be evidenced by a Second Amended and Restated Revolving Loan Note payable to Lender in the form of Exhibit A attached hereto (the "Revolving Loan --------- Note")releases, which Revolving Loan Note shall amend and restate the Existing Revolving Loan Note. Insofar as Borrower may request and Lender shall make Revolving Loans hereunderwaivers, Lender shall enter such advances as debits on a revolving loan account maintained by Borrower with Lender (the "Revolving Loan Account"). Lender may also record to the Revolving Loan Accountstatements, in accordance with customary accounting practices and proceduresinvoices, (i) all fees, accrued and unpaid interest, late fees, usual and customary charges for the maintenance and administration of checking and any other accounts maintained by Borrower with Lenderbills, and other fees documents, certificates and charges information submitted for the Draw Request are complete and correct, and in all material respects what they purport and appear to be for the amount and period applicable to the Draw Request, (e) all advances previously made to Borrower were disbursed, and the proceeds of the advance requested in the Draw Request will immediately be disbursed, for payments of the costs and expenses specified in the Phase 1 Budget or the Budget, as applicable, for which the advances were made, and for no other purpose, (f) after the advance, all obligations for work and other costs heretofore incurred by Borrower in connection with the Project and which are properly chargeable to Borrower under this Agreement, (ii) all payments, subject to collection, made by or account of indebtedness evidenced by the Revolving Loan Account, (iii) all proceeds of Collateral which are finally due and payable will be fully paid to Lender in its own office in cash or collected items, and satisfied and (ivg) any unadvanced portion of the Loan to which Borrower is entitled, plus the portions of the Phase 1 Aggregate Cost (before the Syndication Event) or the Aggregate Cost (after the Syndication Event), as applicable, that are to be paid by Borrower from other appropriate debits funds that, to Administrative Agent 's satisfaction, are available, set aside and creditscommitted, including without limitationis or will be sufficient to pay the actual unpaid Phase 1 Aggregate Cost or the Aggregate Cost, payments of interest due hereunderas applicable.

Appears in 1 contract

Samples: Construction Loan Agreement (Stratus Properties Inc)

Procedure for Advances. The Borrower shall give each Lender, the Security Agent and the Administrative Agent a Notice of Revolving Loan Borrowing, Revolving Loan Note, Etc. Within the limits of the Revolving Loan Borrowing Base and the Revolving Loan Term, so long as Borrower is in compliance with all of the terms and conditions of this Agreement and no Defaulting Event has occurred, Borrower may request borrowings and may repay and request reborrowings of Revolving Loans. Whenever Borrower desires an advance, Borrower shall notify Lender (which notice shall be irrevocable) by telecopy or telephone of the proposed borrowing. Such notice (each, a "Notice of Revolving Loan Borrowing") shall be accompanied by a borrowing base certificate (in a form acceptable to Lender), specify the date of the proposed borrowing and the amount proposed to be borrowed. Each Notice of Revolving Loan Borrowing must be received by Lender Advance no later than 11:00 a.m., Hartford, Connecticut time on 12:00 noon (New York time) three (3) Business Days prior to any proposed Funding Date. The Borrower agrees that any Notice of Advance given to each Lender and the day such borrowing is requested. In addition Administrative Agent pursuant to this Agreement, the Revolving Loans Section 2.3.1 shall be evidenced by a Second Amended and Restated Revolving Loan Note payable to Lender substantially in the form of Exhibit A attached hereto B hereto. Each Advance to be made by the Lenders shall be in a minimum amount of $1,000,000 and an integral multiple of $100,000 or the unused amount of the applicable Commitment. On or before 11:00 a.m. (New York time) on such Funding Date each Lender shall apply or make such funds available to the Security Agent to be applied as set forth in Section 4.10 and promptly notify the Administrative Agent and the Security Agent of such funding. Each Obligor hereby authorizes the Administrative Agent, at any time and in its sole discretion, to give each Lender a notice of Advance (the "Revolving Loan --------- Note"“Special Notice of Advance”) no later than 1:00 p.m. (New York time) three (3) Business Days prior to any proposed Funding Date to pay accrued but unpaid interest on all Advances then outstanding, fees, any Construction Contract Payment as to which an Advance has not been requested hereunder, accrued but unpaid interest on all Class A Member Subordinated Indebtedness then outstanding, expenses and other charges of any Obligor from time to time arising under this Agreement or any other Operative Agreement (whether or not the conditions precedent set forth in Article V are satisfied (and upon funding of any such Advance the parties hereto agree and acknowledge that (a) any condition precedent set forth in Article V in respect of such Advance which has not met shall be deemed waived, (b) no representation or warranty by any Obligor shall be made or deemed made as a result of the borrowing of such Advance and (c) no Default or Event of Default shall be deemed to occur as a result of such borrowing). On or before 11:00 a.m. (New York time) on the Funding Date specified in the Special Notice of Advance, which Revolving Loan Note shall amend and restate the Existing Revolving Loan Note. Insofar as Borrower may request and each Lender shall make Revolving Loans hereunder, Lender shall enter such advances as debits on a revolving loan account maintained by Borrower with Lender (the "Revolving Loan Account"). Lender may also record transfer to the Revolving Security Agent same day funds in an amount equal to such Lender’s Percentage of the Advances of the requested Borrowing. No Lender’s obligation to make any Advance shall be affected by any other Lender’s failure to make any Advance. It being understood and agreed that the Borrower has requested the first Advance in the aggregate amount of $12,000,000 to be made on the Closing Date and the Notice of Advance to be delivered prior to or on the Closing Date with respect to such Advance shall be deemed to be delivered in compliance with the foregoing provisions of this Agreement. Proceeds of Advances, and other payments hereunder or under the other Loan AccountDocuments, made on the Closing Date, shall be made and distributed in accordance with customary accounting practices and procedures, (ithe flow of funds memorandum referenced in Schedule 3.3(b) all fees, accrued and unpaid interest, late fees, usual and customary charges for of the maintenance and administration of checking and any other accounts maintained by Borrower with Lender, and other fees and charges which are properly chargeable to Borrower under this JV Agreement, (ii) all payments, subject to collection, made by or account of indebtedness evidenced by the Revolving Loan Account, (iii) all proceeds of Collateral which are finally paid to Lender in its own office in cash or collected items, and (iv) other appropriate debits and credits, including without limitation, payments of interest due hereunder.

Appears in 1 contract

Samples: Financing Agreement (APT Sunshine State LLC)

Procedure for Advances. Notice of Revolving Loan BorrowingAdvances may be requested and made from time to time in accordance with the provisions set forth herein. To request an Advance, Revolving Loan Note, Etc. Within the limits Borrower shall submit a completed Draw Request to Lender accompanied by copies of the Revolving Loan Borrowing Base and invoice(s) (or similar document (such as a lease, contract or other obligation document)) to be paid through the Revolving Loan Term, so long as Borrower is in compliance with all Advance. The Draw Request shall specify the amount of the terms Advance requested and conditions of this Agreement and shall reference the specific invoice(s) (or similar document (such as a lease, contract or other obligation document)) to which the Advance will be applied. In no Defaulting Event has occurred, Borrower may request borrowings and may repay and request reborrowings of Revolving Loans. Whenever Borrower desires an advance, Borrower event shall notify Lender (which notice shall be irrevocable) by telecopy or telephone the Draw Request exceed the remaining available principal balance of the proposed borrowingLoan. Such notice (eachTogether with such additional information as Lender may reasonably require, the Draw Request shall include a "Notice certification that, as of Revolving Loan Borrowing") shall be accompanied by a borrowing base certificate (in a form acceptable to Lender), specify the date of the proposed borrowing request, all representations and warranties contained in Article 6 of this Agreement continue to be true and correct, no Default or Event of Default has occurred or is continuing hereunder, and the amount proposed Borrower continues to be borrowedin compliance in all respects with all other terms, covenants and conditions contained in the Loan Documents. The Draw Request shall be signed by the Borrower Representative. With the exception of the Draw request for the Initial Advance, each Draw Request shall be submitted to Lender not less than ten (10) Business Days prior to the earliest due date provided in the invoice(s) to which the Advance will be applied. Upon Lender’s review and approval of the Draw Request, Lender (at Lender’s sole discretion) shall make the Advance thereunder either directly to the Borrower by the deposit of funds directly to the Borrower’s Account or by way of direct payment(s) on the Borrower’s behalf to the payee(s) identified in the subject invoice(s). Any charges or fees for late payment of any invoice(s) shall be charged to the account of the Borrower if and to the extent the late payment resulted from the Borrower’s failure to follow the requirements of this Section 2.2. Each Notice of Revolving Loan Borrowing must Draw Request shall be received by Lender no later than 11:00 a.m., Hartford, Connecticut time irrevocable once given and binding on the day such borrowing is requested. In addition to this Agreement, the Revolving Loans shall be evidenced by a Second Amended and Restated Revolving Loan Note payable to Lender in the form of Exhibit A attached hereto (the "Revolving Loan --------- Note"), which Revolving Loan Note shall amend and restate the Existing Revolving Loan Note. Insofar as Borrower may request and Lender shall make Revolving Loans hereunder, Lender shall enter such advances as debits on a revolving loan account maintained by Borrower with Lender (the "Revolving Loan Account"). Lender may also record to the Revolving Loan Account, in accordance with customary accounting practices and procedures, (i) all fees, accrued and unpaid interest, late fees, usual and customary charges for the maintenance and administration of checking and any other accounts maintained by Borrower with Lender, and other fees and charges which are properly chargeable to Borrower under this Agreement, (ii) all payments, subject to collection, made by or account of indebtedness evidenced by the Revolving Loan Account, (iii) all proceeds of Collateral which are finally paid to Lender in its own office in cash or collected items, and (iv) other appropriate debits and credits, including without limitation, payments of interest due hereunderBorrower.

Appears in 1 contract

Samples: Loan Agreement (Westwater Resources, Inc.)

Procedure for Advances. Notice of Revolving Loan Borrowing, Revolving Loan Note, Etc. Within the limits of the Revolving Loan Borrowing Base and the Revolving Loan Term, so long as Borrower is in compliance with all of (a) Subject to the terms and conditions of this Agreement Agreement, Lender will make Advances on the Loan at any time and no Defaulting Event has occurredfrom time to time during the Initial Revolving Credit Period (and the First Extended Revolving Credit Period and Second Extended Revolving Credit Period, as applicable, if the Initial Maturity Date of the Loan is extended pursuant to the terms of Section 2.01) upon timely prior written notice signed by an Authorized Individual (“Borrowing Notice”) from Borrower may request borrowings and may repay and request reborrowings of Revolving Loans. Whenever Borrower desires an advance, Borrower shall notify to Lender (i) specifying (A) the desired amount of the Advance; and (B) the date on which notice the proceeds of such Advance are to be made available to Borrower, which must be a Business Day; and (ii) if the aggregate total of the Down Payments with respect to all Eligible Vehicles then financed hereunder is less than $20 million, stating the balance in the Capitalization Account. Such Borrowing Notice shall be irrevocable) by telecopy or telephone in the form of the proposed borrowing. Such notice (each, a "Notice of Revolving Loan Borrowing") attached hereto as Exhibit B and shall be accompanied by a borrowing base certificate (invoices, the amortization schedules determined in a form accordance with Section 2.01(a) and 2.01(c) for the Advance for each Eligible Vehicle financed with such Advance and other supporting documentation reasonably acceptable to Lender), specify Lender evidencing Borrower’s intended use of such funds for the date purposes set forth in Section 2.08 of the proposed borrowing and the amount proposed to be borrowedthis Agreement. Each Borrowing Notice of Revolving Loan Borrowing must be received by Lender no later than 11:00 a.m., Hartford, Connecticut time Noon (Eastern time) five Business Days prior to the date on which the day such borrowing Advance is requestedto be made. In addition Subject to the terms and conditions of this Agreement, provided that Lender has received the Revolving Loans shall be evidenced by a Second Amended and Restated Revolving Loan Note payable to Lender in the form of Exhibit A attached hereto (the "Revolving Loan --------- Note"), which Revolving Loan Note shall amend and restate the Existing Revolving Loan Note. Insofar as Borrower may request and Lender shall make Revolving Loans hereunderBorrowing Notice, Lender shall enter (unless Lender determines in its sole discretion that any applicable condition specified herein has not been satisfied) pay to Borrower the proceeds of such advances as debits on a revolving loan account maintained Advance by Borrower with Lender (crediting the "Revolving Loan Account"). Lender may also record amount of the Advance to the Revolving Loan Account, seller of the Eligible Vehicle financed with such Advance not later than 3:00 p.m. (Eastern Time) on the Business Day specified in accordance with customary accounting practices and procedures, (i) all fees, accrued and unpaid interest, late fees, usual and customary charges for the maintenance and administration of checking and any other accounts maintained by Borrower with Lender, and other fees and charges which are properly chargeable to Borrower under this Agreement, (ii) all payments, subject to collection, made by or account of indebtedness evidenced by the Revolving Loan Account, (iii) all proceeds of Collateral which are finally paid to Lender in its own office in cash or collected items, and (iv) other appropriate debits and credits, including without limitation, payments of interest due hereundersaid Borrowing Notice.

Appears in 1 contract

Samples: Financing Agreement (Vanguard Car Rental Group Inc.)

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Procedure for Advances. (a) The Administrative Borrower shall request an Advance by delivery of a Notice of Revolving Loan Borrowing to the Administrative Agent, with a copy to the Servicer, for Advances in Dollars, no later than 2:00 p.m. three (3) U.S. Government Securities Business Days prior to the proposed date of such Advance (or such shorter period of time agreed to by the Administrative Agent and the Majority Lenders). Each Notice of Borrowing must be accompanied by a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof) and certify as to the following: (i) the amount of such Advance, which must be at least equal to $1,000,000 or a whole multiple of $1,000,000 in excess thereof, or if less, the remainder of the Commitments; (ii) the proposed date of such Advance (which must be a Business Day); (iii) no Event of Default or Market Trigger Event has occurred and is continuing as of the date of the Notice of Borrowing or will occur from such Advance; (iv) detailed wire instructions as to where the proceeds of such Advance are to be deposited or transferred; and (v) all conditions precedent for such Advance described in Article III have been satisfied or waived, as applicable. (b) Promptly upon receipt of a Notice of Borrowing, Revolving Loan Note, Etc. Within the limits Administrative Agent shall notify the Lenders of the Revolving Loan Borrowing Base and requested Advance. The Lenders shall make the Revolving Loan Term, so long as Borrower is in compliance with all of Advance on the terms and conditions set forth herein. No later than 12:00 p.m., on the Advance Date of this Agreement and no Defaulting Event has occurredeach Advance, Borrower may request borrowings and may repay and request reborrowings of Revolving Loans. Whenever Borrower desires an advance, Borrower shall notify Lender (which notice shall be irrevocable) by telecopy or telephone upon satisfaction of the proposed borrowing. Such notice (eachapplicable conditions set forth in Article III, a "Notice of Revolving Loan Borrowing") shall be accompanied by a borrowing base certificate (in a form acceptable to Lender), specify the date of the proposed borrowing and the amount proposed to be borrowed. Each Notice of Revolving Loan Borrowing must be received by each Lender no later than 11:00 a.m., Hartford, Connecticut time on the day such borrowing is requested. In addition to this Agreement, the Revolving Loans shall be evidenced by a Second Amended and Restated Revolving Loan Note payable to Lender in the form of Exhibit A attached hereto (the "Revolving Loan --------- Note"), which Revolving Loan Note shall amend and restate the Existing Revolving Loan Note. Insofar as Borrower may request and Lender shall make Revolving Loans hereunder, Lender shall enter such advances as debits on a revolving loan account maintained by Borrower with Lender (the "Revolving Loan Account"). Lender may also record to the Revolving Loan Accountshall, in accordance with customary accounting practices and procedures, (i) all fees, accrued and unpaid interest, late fees, usual and customary charges for the maintenance and administration of checking and any other accounts maintained by Borrower with Lender, and other fees and charges which are properly chargeable to Borrower under this Agreement, (ii) all payments, subject to collection, made by or account of indebtedness evidenced instructions received by the Revolving Loan AccountAdministrative Agent or the Servicer, as applicable, from the Administrative Borrower in accordance with the Notice of Borrowing, make available to (iiix) the Co‐Borrowers or (y) the Administrative Agent, in each case, as determined by the Majority Lenders, in same day funds, an amount equal to such Lender’s Pro Rata Share of such Advance, by payment into the account which the Administrative Borrower (if clause (x) of this clause (b) is applicable) or the Administrative Agent (if clause (y) of this clause (b) is applicable), most recently designated by it for such purpose by notice to the Lenders. If clause (y) of this clause (b) is applicable, then upon receipt of all requested funds, the Administrative Agent will make such Advance available to the account(s) of the Co‐Borrower(s) to which the proceeds of Collateral such Borrowing should be transferred in same day funds by promptly wiring the amounts so received, in like funds, to an account designated in the applicable Notice of Borrowing. Notwithstanding the foregoing, in the event that Lenders fund the Advance directly to the Co‐Borrowers on the Closing Date, then unless Administrative Borrower has notified the Administrative Agent in writing (which are finally paid notification may be by email) by not later than 5:00 p.m. on the Closing Date that it has not received such funds pursuant to Lender in its own office in cash or collected items, and (iv) other appropriate debits and credits, including without limitation, payments the Notice of interest due hereunder.Borrowing USActive 58800445.158806140.10 -43- SK 28388 0001 10656366 v3

Appears in 1 contract

Samples: Loan and Servicing Agreement (White Mountains Insurance Group LTD)

Procedure for Advances. Notice of Revolving Loan BorrowingUnless Borrowers have previously entered into a separate auto borrow or similar cash management service with Lender, Revolving Loan NoteBorrowers may request Advances by telephone through its employees or agents, Etcas hereinafter provided. Within Each Advance request must be received by Lender not later than 1:00 p.m. (Eastern Standard time) on the limits date the Advance is to be made and must specify the amount of the Revolving Loan Borrowing Base and Advance. Lender shall deposit the Revolving Loan TermAdvance into Borrowers’ Operating Account if Borrowers are entitled to the Advance, so long as Borrower is in compliance with all of subject to the terms and conditions of this Agreement. If Borrowers have entered into a separate auto borrow or similar cash management service with Lender, then the provisions of such service shall control with respect to the procedures for making Advances to Borrowers. Lender shall have the right to terminate such auto borrow or similar cash management service at any time, as determined in Lender’s sole and absolute discretion. Notwithstanding anything contained herein to the contrary, so long as the Borrowers opt to use the Lender’s “AutoBorrow” program and have executed and delivered to the Lender an AutoBorrow Service Agreement and no Defaulting Event has occurred, Borrower may request borrowings and may repay and request reborrowings of Revolving Loans. Whenever Borrower desires an advance, Borrower shall notify Lender (which notice AutoBorrow Service Agreement remains in full force and effect), all Advances to be made hereunder shall be irrevocable) by telecopy or telephone made in accordance with, and all interest accrued on such Advances and all repayments of such Advances shall be payable at the times and in the manner provided for in the AutoBorrow Service Agreement. To the extent that any of the proposed borrowing. Such notice (each, a "Notice of Revolving Loan Borrowing") shall be accompanied by a borrowing base certificate (in a form acceptable to Lender), specify the date provisions hereof are inconsistent with provisions of the proposed borrowing and the amount proposed to be borrowed. Each Notice of Revolving Loan Borrowing must be received by Lender no later than 11:00 a.m., Hartford, Connecticut time on the day such borrowing is requested. In addition to this AutoBorrow Service Agreement, the Revolving Loans provisions of the AutoBorrow Service Agreement shall be evidenced by a Second Amended and Restated Revolving Loan Note payable to Lender in the form of Exhibit A attached hereto (the "Revolving Loan --------- Note"), which Revolving Loan Note shall amend and restate the Existing Revolving Loan Notegovern. Insofar as Borrower may request and Lender shall make Revolving Loans hereunder, Lender shall enter such advances as debits on a revolving loan account maintained by Borrower with Lender (the "Revolving Loan Account"). Lender may also record Any Advances made to the Revolving Loan Account, in accordance with customary accounting practices and procedures, (i) all fees, accrued and unpaid interest, late fees, usual and customary charges for Borrowers under the maintenance and administration of checking and any other accounts maintained by Borrower with Lender, and other fees and charges which are properly chargeable AutoBorrow Service Agreement shall nonetheless be deemed to Borrower under this Agreement, (ii) all paymentsbe an Advance hereunder, subject to collection, made by or account of indebtedness evidenced by the Revolving Loan Account, (iii) all proceeds of Collateral which are finally paid to Lender in its own office in cash or collected items, and (iv) other appropriate debits and credits, including without limitation, payments of interest due hereunderterms hereof.

Appears in 1 contract

Samples: Loan and Security Agreement (Essex Corp)

Procedure for Advances. Notice of Revolving Loan Borrowing, Revolving Loan Note, Etc. Within the limits of the Revolving Loan Borrowing Base and the Revolving Loan Term, so long as Borrower is in compliance with all of the terms and conditions of this Agreement and no Defaulting Event has occurred, Borrower may request borrowings and may repay and request reborrowings of Revolving Loans. Whenever Borrower desires an advance, Borrower shall notify Lender (which notice shall be irrevocable) by telecopy or telephone of the proposed borrowing. Such notice (each, a "Notice of Revolving Loan Borrowing") shall be accompanied by a borrowing base certificate (in a form acceptable to Lender), specify the date of the proposed borrowing and borrowing, the type of borrowing, the amount proposed to be borrowedborrowed and, if a LIBOR Rate Loan is being requested, the duration of the Interest Period. Each Notice of Revolving Loan Borrowing must be received by Lender no later than 11:00 a.m., Hartford, Connecticut time on the day such borrowing is requested. In addition to this Agreement, the Revolving Loans shall be evidenced by a Second Amended and Restated Revolving Loan Promissory Note payable to Lender in the form of Exhibit A attached hereto (the "Revolving Loan --------- Note"), which Revolving Loan Note shall amend and restate the Existing Revolving Loan Note. Insofar as Borrower may request and Lender shall make Revolving Loans hereunder, Lender shall enter such advances as debits on a revolving loan account maintained by Borrower with Lender (the "Revolving Loan Account"). Lender may also record to the Revolving Loan Account, in accordance with customary accounting practices and procedures, (i) all fees, accrued and unpaid interest, late fees, usual and customary charges for the maintenance and administration of checking and any other accounts maintained by Borrower with Lender, and other fees and charges which are properly chargeable to Borrower under this Agreement, (ii) all payments, subject to collection, made by or account of indebtedness evidenced by the Revolving Loan Account, (iii) all proceeds of Collateral which are finally paid to Lender in its own office in cash or collected items, and (iv) other iv)other appropriate debits and credits, including without limitation, payments of interest due hereunder.

Appears in 1 contract

Samples: Credit and Security Agreement (Memry Corp)

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