Common use of The Revolving Credit Loans Clause in Contracts

The Revolving Credit Loans. Each of the Lenders severally agrees, subject to the terms and conditions of this Agreement, to make Advances of Revolving Credit Loans to the Borrower from time to time after receipt by the Agent from time to time before the Revolving Credit Repayment Date of, and at the times provided for in, a Request and an Interest Rate Election from the Borrower in accordance with this Agreement, during the period commencing on the Closing Date and ending on the Business Day immediately preceding the Revolving Credit Repayment Date, in an aggregate principal amount at any one time outstanding not to exceed such Lender's Pro Rata Share of the Revolving Credit Loan Commitment less such Lender's Pro Rata Share of the aggregate outstanding stated amount of any Letters of Credit or Letter of Credit Agreements and any unreimbursed amounts drawn thereunder. The outstanding principal balance of the Revolving Credit Loans shall be repaid on the Revolving Credit Repayment Date. Promptly after receipt of a Request and Interest Rate Election, Agent shall notify each Lender by telephone, telex or telecopy of the proposed borrowing. Subject to the immediately preceding paragraph, each Lender agrees that after its receipt of notification from Agent of Agent's receipt of a Request and Interest Rate Election, such Lender shall send its Pro Rata Share (or such portion thereof as may be necessary to provide Agent with such Pro Rata Share in Dollars and in immediately available funds, without consideration or use of any contra accounts of any Lender) of the requested Loan by wire transfer to Agent so that Agent receives such Pro Rata Share in Dollars and in immediately available funds not later than 12:00 P.M. (Boston, Massachusetts time) on the first day of the Interest Period for any such requested Libor Loan and on the Business Day for such Advance set forth in Borrower's Request for any such requested Prime Rate Loan, and Agent shall advance funds to the Borrower by depositing such funds in Borrower's account with the Agent upon Agent's receipt of such Pro Rata Shares in the amount of the Pro Rata Shares of such Loan in Agent's possession. Unless Agent shall have been notified by any Lender (which notice may be telephonic if confirmed promptly in writing) prior to the first day of the Interest Period in respect of any Loan which such Lender is obligated to make under this Agreement, that such Lender does not intend to make available to Agent such Lender's Pro Rata Share of such Loan on such date, Agent may assume that such Lender has made such amount available to Agent on such date and Agent in its sole discretion may, but shall not be obligated to, make available to the Borrower a corresponding amount on such date. If such corresponding amount is not in fact made available to Agent by such Lender, Agent shall be entitled to recover such corresponding amount from such Lender promptly upon demand by Agent together with interest thereon, for each day from such date until the date such amount is paid to Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the interest rate on the Loan in question. If such Lender does not pay such corresponding amount forthwith upon Agent's demand therefor, Agent shall promptly notify the Borrower and the Borrower shall promptly pay such corresponding amount to Agent. Nothing contained in this Section shall be deemed to relieve any Lender from its obligation to fulfill its obligations hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any default by such Lender hereunder. Throughout the term of the Revolving Credit Loans, the Revolving Credit Loan Commitment may, in Fleet's discretion, be made available to the Borrower prior to the Revolving Credit Repayment Date by issuance of Letters of Credit having an expiration date prior to the earlier to occur of (a) the first anniversary date of the date of issuance of any such Letter of Credit or (b) three (3) Business Days prior to the Revolving Credit Repayment Date, reasonably promptly after submission by the Borrower to the Agent of a Letter of Credit Agreement, duly completed and executed by the Borrower and otherwise in form and substance satisfactory to Fleet. The Borrower shall pay upon demand by the Agent such usual and customary fees and costs as Fleet may from time to time establish for issuance, transfer, amendment and negotiation of each Letter of Credit and shall pay to the Agent for Fleet's account upon issuance of any Letter of Credit an annual Letter of Credit fee in an amount equal to an amount determined by Fleet based on Fleet's usual and customary fees charged for Letters of Credit similar to such Letter of Credit. In the event that the Borrower shall fail to reimburse Fleet under any Letter of Credit or Letter of Credit Agreement, and any outstanding Indebtedness of the Borrower relating thereto, Fleet shall promptly notify the Agent, and the Agent shall, in turn, promptly notify each Lender of the unreimbursed amount together with accrued interest thereon, and each Lender agrees to purchase, and it shall be deemed to have purchased, a participation in such Letter of Credit or Letter of Credit Agreement and such indebtedness in an amount equal to its Pro Rata Share of the unpaid amount together with unpaid interest thereon. Upon one (1) Business Day's notice from the Agent, each Lender shall deliver to the Agent an amount equal to its respective participation in same day funds, at the place and on the date and by the time notified by the Agent. The obligation of each Lender to deliver to the Agent an amount equal to its respective participation pursuant to the foregoing sentence shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or the failure to satisfy any condition set forth in Article III of this Agreement.

Appears in 2 contracts

Samples: Loan Agreement (Summit Design Inc), Loan Agreement (Summit Design Inc)

AutoNDA by SimpleDocs

The Revolving Credit Loans. Each of the Lenders severally agrees, subject to the terms and conditions of this Agreement, to make Advances of Revolving Credit Loans to the Borrower from time to time after receipt by the Agent from time to time before the Revolving Credit Repayment Date of, and at the times provided for in, a Request and an Interest Rate Election from the Borrower in accordance with this Agreement, during the period commencing on the Closing Date and ending on the Business Day immediately preceding the Revolving Credit Repayment Date, in an aggregate principal amount at any one time outstanding not to exceed such Lender's Pro Rata Share of the Revolving Credit Loan Commitment less such Lender's Pro Rata Share of the aggregate outstanding stated amount of any Letters of Credit or Letter of Credit Agreements and any unreimbursed amounts drawn thereunder. The outstanding principal balance of the Revolving Credit Loans shall be repaid on the Revolving Credit Repayment DateCommitment. Promptly after receipt of a Request and Interest Rate Election, Agent shall notify each Lender by telephone, telex or telecopy of the proposed borrowing. Subject to the immediately preceding paragraph, each Lender agrees that after its receipt of notification from Agent of Agent's receipt of a Request and Interest Rate Election, such Lender shall send its Pro Rata Share (or such portion thereof as may be necessary to provide Agent with such Pro Rata Share in Dollars and in immediately available funds, without consideration or use of any contra accounts of any Lender) of the requested Loan by wire transfer to Agent so that Agent receives such Pro Rata Share in Dollars and in immediately available funds not later than 12:00 P.M. (Boston, Massachusetts time) on the first day of the Interest Period for any such requested Libor Loan and on the Business Day for such Advance set forth in Borrower's Request for any such requested Prime Rate Loan which Request for a Prime Rate Loan must be received by the Agent prior to 2:00 P.M. on the Business Day immediately preceding the Business Day for such Advance and which Request for a Libor Loan must be received on the date of receipt of the Interest Rate Election for such Libor Loan, and Agent shall advance funds to the Borrower by depositing such funds in Borrower's account with the Agent upon Agent's receipt of such Pro Rata Shares in the amount of the Pro Rata Shares of such Loan in Agent's possession. Unless Agent shall have been notified by any Lender (which notice may be telephonic if confirmed promptly in writing) prior to the first day of the Interest Period in respect of any Loan which such Lender is obligated to make under this Agreement, that such Lender does not intend to make available to Agent such Lender's Pro Rata Share of such Loan on such date, Agent may assume that such Lender has made such amount available to Agent on such date and Agent in its sole discretion may, but shall not be obligated to, make available to the Borrower a corresponding amount on such date. If such corresponding amount is not in fact made available to Agent by such Lender, Agent shall be entitled to recover such corresponding amount from such Lender promptly upon demand by Agent together with interest thereon, for each day from such date until the date such amount is paid to Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the interest rate on the Loan in question. If such Lender does not pay such corresponding amount forthwith upon Agent's demand therefor, Agent shall promptly notify the Borrower and the Borrower shall promptly pay such corresponding amount to Agent. Nothing contained in this Section shall be deemed to relieve any Lender from its obligation to fulfill its obligations hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any default by such Lender hereunder. Throughout the term of the Revolving Credit Loans, the Revolving Credit Loan Commitment may, in Fleet's discretion, be made available to the Borrower prior to the Revolving Credit Repayment Date by issuance of Letters of Credit having an expiration date prior to the earlier to occur of (a) the first anniversary date of the date of issuance of any such Letter of Credit or (b) three (3) Business Days prior to the Revolving Credit Repayment Date, reasonably promptly after submission by the Borrower to the Agent of a Letter of Credit Agreement, duly completed and executed by the Borrower and otherwise in form and substance satisfactory to Fleet. The Borrower shall pay upon demand by the Agent such usual and customary fees and costs as Fleet may from time to time establish for issuance, transfer, amendment and negotiation of each Letter of Credit and shall pay to the Agent for Fleet's account upon issuance of any Letter of Credit an annual Letter of Credit fee in an amount equal to an amount determined by Fleet based on Fleet's usual and customary fees charged for Letters of Credit similar to such Letter of Credit. In the event that the Borrower shall fail to reimburse Fleet under any Letter of Credit or Letter of Credit Agreement, and any outstanding Indebtedness of the Borrower relating thereto, Fleet shall promptly notify the Agent, and the Agent shall, in turn, promptly notify each Lender of the unreimbursed amount together with accrued interest thereon, and each Lender agrees to purchase, and it shall be deemed to have purchased, a participation in such Letter of Credit or Letter of Credit Agreement and such indebtedness in an amount equal to its Pro Rata Share of the unpaid amount together with unpaid interest thereon. Upon one (1) Business Day's notice from the Agent, each Lender shall deliver to the Agent an amount equal to its respective participation in same day funds, at the place and on the date and by the time notified by the Agent. The obligation of each Lender to deliver to the Agent an amount equal to its respective participation pursuant to the foregoing sentence shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or the failure to satisfy any condition set forth in Article III of this Agreement.

Appears in 1 contract

Samples: Loan Agreement (Trimble Navigation LTD /Ca/)

The Revolving Credit Loans. Each of the Lenders severally agrees, subject to the terms and conditions of this Agreement, to make Advances of Revolving Credit Loans to the Borrower from time to time after receipt by the Agent from time to time before the Revolving Credit Repayment Date of, and at the times provided for in, a Request and an Interest Rate Election from the Borrower in accordance with this Agreement, during the period commencing on the Closing Date and ending on the Business Day immediately preceding the Revolving Credit Repayment Date, in an aggregate principal amount at any one time outstanding not to exceed the lesser of (i) such Lender's Pro Rata Share of the Revolving Credit Loan Commitment less Formula Amount or (ii) such Lender's Pro Rata Share of the aggregate outstanding stated amount of any Letters of Credit or Letter of Credit Agreements and any unreimbursed amounts drawn thereunder. The outstanding principal balance of the Revolving Credit Loans shall be repaid on the Revolving Credit Repayment DateCommitment. Promptly after receipt of a Request and Interest Rate Election, Agent shall notify each Lender by telephone, telex or telecopy of the proposed borrowing. Subject to the immediately preceding paragraph, each Lender agrees that after its receipt of notification from Agent of Agent's receipt of a Request and Interest Rate Election, such Lender shall send its Pro Rata Share (or such portion thereof as may be necessary to provide Agent with such Pro Rata Share in Dollars and in immediately available funds, without consideration or use of any contra accounts of any Lender) of the requested Loan by wire transfer to Agent so that Agent receives such Pro Rata Share in Dollars and in immediately available funds not later than 12:00 P.M. (Boston, Massachusetts time) on the first day of the Interest Period for any such requested Libor Loan and on the Business Day for such Advance set forth in Borrower's Request for any such requested Prime Rate Loan, and Agent shall advance funds to the Borrower by depositing such funds in Borrower's account with the Agent upon Agent's receipt of such Pro Rata Shares in the amount of the Pro Rata Shares of such Loan in Agent's possession. Unless Agent shall have been notified by any Lender (which notice may be telephonic if confirmed promptly in writing) prior to the first day of the Interest Period in respect of any Loan which such Lender is obligated to make under this Agreement, that such Lender does not intend to make available to Agent such Lender's Pro Rata Share of such Loan on such date, Agent may assume that such Lender has made such amount available to Agent on such date and Agent in its sole discretion may, but shall not be obligated to, make available to the Borrower a corresponding amount on such date. If such corresponding amount is not in fact made available to Agent by such Lender, Agent shall be entitled to recover such corresponding amount from such Lender promptly upon demand by Agent together with interest thereon, for each day from such date until the date such amount is paid to Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the interest rate on the Loan in question. If such Lender does not pay such corresponding amount forthwith upon Agent's demand therefor, Agent shall promptly notify the Borrower and the Borrower shall promptly pay such corresponding amount to Agent. Nothing contained in this Section shall be deemed to relieve any Lender from its obligation to fulfill its obligations hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any default by such Lender hereunder. Throughout the term of the Revolving Credit Loans, the Revolving Credit Loan Commitment may, in Fleet's discretion, be made available to the Borrower prior to the Revolving Credit Repayment Date by issuance of Letters of Credit having an expiration date prior to the earlier to occur of (a) the first anniversary date of the date of issuance of any such Letter of Credit or (b) three (3) Business Days prior to the Revolving Credit Repayment Date, reasonably promptly after submission by the Borrower to the Agent of a Letter of Credit Agreement, duly completed and executed by the Borrower and otherwise in form and substance satisfactory to Fleet. The Borrower shall pay upon demand by the Agent such usual and customary fees and costs as Fleet may from time to time establish for issuance, transfer, amendment and negotiation of each Letter of Credit and shall pay to the Agent for Fleet's account upon issuance of any Letter of Credit an annual Letter of Credit fee in an amount equal to an amount determined by Fleet based on Fleet's usual and customary fees charged for Letters of Credit similar to such Letter of Credit. In the event that the Borrower shall fail to reimburse Fleet under any Letter of Credit or Letter of Credit Agreement, and any outstanding Indebtedness of the Borrower relating thereto, Fleet shall promptly notify the Agent, and the Agent shall, in turn, promptly notify each Lender of the unreimbursed amount together with accrued interest thereon, and each Lender agrees to purchase, and it shall be deemed to have purchased, a participation in such Letter of Credit or Letter of Credit Agreement and such indebtedness in an amount equal to its Pro Rata Share of the unpaid amount together with unpaid interest thereon. Upon one (1) Business Day's notice from the Agent, each Lender shall deliver to the Agent an amount equal to its respective participation in same day funds, at the place and on the date and by the time notified by the Agent. The obligation of each Lender to deliver to the Agent an amount equal to its respective participation pursuant to the foregoing sentence shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or the failure to satisfy any condition set forth in Article III of this Agreement.by

Appears in 1 contract

Samples: Loan Agreement (Broadway & Seymour Inc)

The Revolving Credit Loans. Each Subject to all terms and conditions hereof, the Lender agrees to lend to the Borrower during the period of time beginning on the Lenders severally agreesdate hereof and ending on the Revolving Credit Maturity Date, subject such amount or amounts as the Borrower may from time to time request to borrow up to and including, but not exceeding at any time, Lender’s Revolving Credit Commitment for an outstanding aggregate principal amount owing to it of up to Six Million Dollars ($6,000,000), as the same may be decreased pursuant to the terms and conditions hereof (the “Revolving Credit”). The Borrower may prepay all or any part of this Agreement, to make Advances of the Obligations outstanding under the Revolving Credit Loans at any time, without notice and without penalty. Any prepayment of the full amount of such Obligations shall include accrued interest thereon. Upon any payment prior to the Revolving Credit Maturity Date of the Obligations under the Revolving Credit, Lender agrees to loan the Borrower from time to time after receipt by the Agent from time to time before the Revolving Credit Repayment Date of, and at the times provided for in, a Request and an Interest Rate Election from the Borrower in accordance with this Agreement, during the period commencing on beginning upon the Closing Date execution of this Agreement and ending on the Business Day immediately preceding the Revolving Credit Repayment Maturity Date, in an aggregate principal amount at any one time outstanding not to exceed such Lender's Pro Rata Share the difference between (i) the then outstanding aggregate principal amount of the Borrower’s aggregate Obligations under the Revolving Credit, and (ii) the Revolving Credit Commitment; provided, however, that Lender shall have no obligation to make any Revolving Credit Loan Commitment less such Lender's Pro Rata Share of the aggregate outstanding stated amount of any Letters of Credit or Letter of Credit Agreements and any unreimbursed amounts drawn thereunder. The outstanding principal balance of under the Revolving Credit Loans if a Default or an Event of Default has occurred and is then continuing. At the time of execution hereof, any Authorized Officer of the Borrower shall execute a Note in the original principal amount of Six Million Dollars ($6,000,000). The Note shall be repaid due and payable in full on the Revolving Credit Repayment Maturity Date. Promptly after receipt As the Borrower desires to obtain Loans pursuant to the Revolving Credit hereunder, an Authorized Officer of a Request and Interest Rate Election, Agent Borrower shall notify each give Lender by telephone, telex or telecopy notice of the Borrower’s intention to borrow pursuant to the Revolving Credit as early as possible on or before the proposed date of borrowing. Subject Lender shall make disbursements upon the verbal request of the Borrower made telephonically or by electronic communication made by an Authorized Officer or an employee designated in writing by an Authorized Officer. Lender may rely on any such verbal or electronic request received by it from a Person reasonably and in good faith believed by Lender to be an Authorized Officer or an employee designated by an Authorized Officer. All borrowings and reborrowings shall be in amounts of not less than $50,000. Repayments may be in any amount except for mandatory prepayments of Loans under the Revolving Credit as required by Section 2.03. Upon compliance with all conditions of lending stated in this Agreement applicable to the immediately preceding paragraphRevolving Credit, each Lender agrees that after its receipt of notification from Agent of Agent's receipt of a Request and Interest Rate Election, such Lender shall send its Pro Rata Share (or such portion thereof as may be necessary to provide Agent with such Pro Rata Share in Dollars and in immediately available funds, without consideration or use of any contra accounts of any Lender) disburse the amount of the requested Loan by wire transfer to Agent so that Agent receives such Pro Rata Share in Dollars and in immediately available funds not later than 12:00 P.M. (Boston, Massachusetts time) on under the first day of the Interest Period for any such requested Libor Loan and on the Business Day for such Advance set forth in Borrower's Request for any such requested Prime Rate Loan, and Agent shall advance funds Revolving Credit to the Borrower by depositing such funds the same in Borrower's ’s primary deposit account with the Agent upon Agent's receipt of such Pro Rata Shares in the amount of the Pro Rata Shares of such Loan in Agent's possession. Unless Agent shall have been notified by any Lender (which notice may be telephonic if confirmed promptly in writing) prior to the first day of the Interest Period in respect of any Loan which such Lender is obligated to make under this Agreement, that such Lender does not intend to make available to Agent such Lender's Pro Rata Share of such Loan on such date, Agent may assume that such Lender has made such amount available to Agent on such date and Agent in its sole discretion may, but shall not be obligated to, make available to the Borrower a corresponding amount on such date. If such corresponding amount is not in fact made available to Agent by such at Lender, Agent shall be entitled to recover such corresponding amount from such Lender promptly upon demand by Agent together with interest thereon, for each day from such date until the date such amount is paid to Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the interest rate on the Loan in question. If such Lender does not pay such corresponding amount forthwith upon Agent's demand therefor, Agent shall promptly notify the Borrower and the Borrower shall promptly pay such corresponding amount to Agent. Nothing contained in this Section shall be deemed to relieve any Lender from its obligation to fulfill its obligations hereunder or to prejudice any rights which hereby authorizes the Borrower may have against any Lender as a result disbursement of any default by such Lender hereunder. Throughout the term of Loans under the Revolving Credit Loans, in such manner. All Loans made by Lender under the Revolving Credit Loan Commitment mayand payments thereon made by the Borrower shall be recorded by Lender on its books and records, in Fleet's discretionand the principal amount outstanding from time to time, plus interest payable thereon, shall be made available determined by reference to the books and records of Lender. Such books and records shall be rebuttably presumed to be correct as to such matters. All Obligations of the Borrower prior to under the Revolving Credit Repayment Date by issuance of Letters of Credit having an expiration date prior to the earlier to occur of (a) the first anniversary date of the date of issuance of any such Letter of Credit or (b) three (3) Business Days prior to the Revolving Credit Repayment Date, reasonably promptly after submission shall be reduced by the Borrower to zero on the Agent of a Letter of Revolving Credit Agreement, duly completed and executed by the Borrower and otherwise in form and substance satisfactory to FleetMaturity Date. The Borrower shall pay upon demand by the Agent such usual and customary fees and costs as Fleet may from time to time establish for issuance, transfer, amendment and negotiation of each Letter of Credit and shall pay Notwithstanding stated herein to the Agent for Fleet's account upon issuance contrary, at no time shall the outstanding principal amount of any Letter of all Revolving Credit an annual Letter of Credit fee in an amount equal to an amount determined by Fleet based on Fleet's usual and customary fees charged for Letters of Credit similar to such Letter of Credit. In the event that the Borrower shall fail to reimburse Fleet under any Letter of Credit or Letter of Credit Agreement, and any outstanding Indebtedness Loans exceed (i)eighty percent (80%) of the Borrower relating thereto, Fleet shall promptly notify the Agent, and the Agent shall, in turn, promptly notify each Lender total Qualified Accounts of the unreimbursed amount together with accrued interest thereonBorrower, and each Lender agrees to purchase, and it shall be deemed to have purchased, a participation in such Letter of Credit or Letter of Credit Agreement and such indebtedness in an amount equal to its Pro Rata Share plus (ii) fifty percent (50%) of the unpaid amount together with unpaid interest thereon. Upon one (1) Business Day's notice from Borrower’s Qualified Inventory up to a maximum of $3,000,000, all as reported on the Agent, each Lender shall deliver most recent Borrower’s Certificate delivered to the Agent an amount equal to its respective participation in same day funds, at the place and Lender as required herein. Interest on the date and by the time notified by the Agent. The obligation of each Lender to deliver to the Agent an amount equal to its respective participation pursuant to the foregoing sentence shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or the failure to satisfy any condition set forth in Article III of this AgreementLoans.

Appears in 1 contract

Samples: Secured Loan Agreement (Elecsys Corp)

The Revolving Credit Loans. Each of the Lenders severally agrees, subject to the terms and conditions of this AgreementAgreement including without limitation Borrower's compliance with SECTION 3.1.1.20, to make Advances of Revolving Credit Loans to the Borrower in a minimum aggregate amount of Advances from the Lenders pursuant to any Request of $100,000 and an integral multiple of $50,000 thereafter from time to time after receipt by the Agent from time to time before the Revolving Credit Repayment Date of, and at the times provided for in, a Request and an Interest Rate Election from the Borrower in accordance with this Agreement, during the period commencing on the Closing Date and ending on the Business Day immediately preceding the Revolving Credit Repayment Date, in an aggregate principal amount at any one time outstanding not to exceed the lesser of (i) such Lender's Pro Rata Share of the Revolving Credit Loan Formula Amount and (ii) such Lender's Pro Rata Share of the Revolving Credit Loan Commitment less less, in each case, such Lender's Pro Rata Share of the aggregate amount of the outstanding stated amount of any Letters Letter of Credit or Letter of Credit Agreements Agreement, and any unreimbursed amounts drawn thereunder. The outstanding principal balance of the Revolving Credit Loans shall be repaid on the Revolving Credit Repayment Date. Promptly after receipt of a Request and Interest Rate Election, Agent shall notify each Lender by telephone, telex or telecopy of the proposed borrowing. Subject to the immediately preceding paragraph, each Lender agrees that after its receipt of notification from Agent of Agent's receipt of a Request and Interest Rate Election, such Lender shall send its Pro Rata Share (or such portion thereof as may be necessary to provide Agent with such Pro Rata Share in Dollars and in immediately available funds, without consideration or use of any contra accounts of any Lender) of the requested Loan by wire transfer to Agent so that Agent receives such Pro Rata Share in Dollars and in immediately available funds not later than 12:00 P.M. (Boston, Massachusetts time) on the first day of the Interest Period for any such requested Libor Loan and on the Business Day for such Advance set forth in Borrower's Request for any such requested Prime Rate Loan, and Agent shall advance funds to the Borrower by depositing such funds in Borrower's account with the Agent upon Agent's receipt of such Pro Rata Shares in the amount of the Pro Rata Shares of such Loan in Agent's possession. Unless Agent shall have been notified by any Lender (which notice may be telephonic if confirmed promptly in writing) prior to the first day of the Interest Period in respect of any Loan which such Lender is obligated to make under this Agreement, that such Lender does not intend to make available to Agent such Lender's Pro Rata Share of such Loan on such date, Agent may assume that such Lender has made such amount available to Agent on such date and Agent in its sole discretion may, but shall not be obligated to, make available to the Borrower a corresponding amount on such date. If such corresponding amount is not in fact made available to Agent by such Lender, Agent shall be entitled to recover such corresponding amount from such Lender promptly upon demand by Agent together with interest thereon, for each day from such date until the date such amount is paid to Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the interest rate on the Loan in question. If such Lender does not pay such corresponding amount forthwith upon Agent's demand therefor, Agent shall promptly notify the Borrower and the Borrower shall promptly pay such corresponding amount to Agent. Nothing contained in this Section shall be deemed to relieve any Lender from its obligation to fulfill its obligations hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any default by such Lender hereunder. Throughout the term of the Revolving Credit Loans, the Revolving Credit Loan Commitment and principal amount of the Revolving Credit Loans may, in Fleetat the Borrower's discretionoption, be made available to the Borrower prior to the Revolving Credit Repayment Date by issuance of Letters of Credit having an expiration date prior to the earlier to occur of (a) the first anniversary date of the date of issuance of any such Letter of Credit or (b) three (3) Business Days prior to the Revolving Credit Repayment Date, reasonably promptly after submission by the Borrower to the Agent of a Letter of Credit Agreement, duly completed and executed by the Borrower and otherwise in form and substance satisfactory to Fleetthe Agent. The Borrower shall pay upon demand by the Agent such usual and customary fees and costs as Fleet the Agent and/or the Lenders may from time to time establish for issuance, transfer, amendment and negotiation of each Letter of Credit and shall pay to the Agent for Fleet's account upon issuance of any Letter of Credit an annual Letter of Credit fee in an amount equal to an amount determined by Fleet based on Fleet's usual and customary fees charged for Letters of Credit similar to such Letter of Credit. In the event that the Borrower shall fail to reimburse Fleet the Agent under any Letter of Credit or Letter of Credit Agreement, and any outstanding Indebtedness of the Borrower relating thereto, Fleet shall promptly notify the Agent, and the Agent shall, in turn, shall promptly notify each Lender of the unreimbursed amount together with accrued interest thereon, and each Lender agrees to purchase, and it shall be deemed to have purchased, a participation in such Letter of Credit or Letter of Credit Agreement and such indebtedness in an amount equal to its Pro Rata Share of the unpaid amount together with unpaid interest thereon. Upon one (1) Business Day's notice from the Agent, each Lender shall deliver to the Agent an amount equal to its respective participation in same day funds, at the place and on the date and by the time notified by the Agent. The obligation of each Lender to deliver to the Agent an amount equal to its respective participation pursuant to the foregoing sentence shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or the failure to satisfy any condition set forth in Article III of this Agreement. As soon as is practicable following the close of each month after the Closing Date and in any event within fifteen (15) days thereafter, the Borrower will submit to the Agent a borrowing base certificate in the form of EXHIBIT 2.1.0 or on such other form as the Agent may from time to time prescribe, which certificate shall contain information reasonably adequate to identify accounts receivable which the Borrower wishes to include in Eligible Receivables and/or Foreign Receivables. During the continuance of a Default or Event of Default, the Borrower shall also, if the Agent so requests, accompany such information with assignments of accounts in form and substance satisfactory to the Agent which assignments shall give the Agent full power to collect, compromise or otherwise deal with the assigned accounts as the sole owner thereof (provided that prior to an Event of Default, the Agent agrees to take no action with respect to the foregoing assignments). Concurrently with each of such reports, and immediately if material in amount, the Borrower shall notify the Agent of each return or adjustment, rejection, repossession or loss, theft or damage of or to merchandise represented by Eligible Receivables and/or Foreign Receivables or any other collateral for any Indebtedness of the Borrower to the Agent and of any credit, adjustment or dispute arising in connection with the goods or services represented by Eligible Receivables and/or Foreign Receivables. All payments on Eligible Receivables and/or Foreign Receivables and all adjustments and credits with respect thereto, whether unilateral, negotiated or otherwise, shall be immediately reflected in the Net Outstanding Amount of Eligible Receivables and/or the Net Outstanding Amount of Foreign Receivables.

Appears in 1 contract

Samples: Loan Agreement (Finisar Corp)

The Revolving Credit Loans. Each of the Lenders ------------- -------------------------- severally agrees, subject to the terms and conditions of this Agreement, to make Advances of Revolving Credit Loans to the Borrower from time to time after receipt by the Agent from time to time before the Revolving Credit Repayment Date of, and at the times provided for in, a Request and an Interest Rate Election from the Borrower in accordance with this Agreement, during the period commencing on the Closing Date and ending on the Business Day immediately preceding the Revolving Credit Repayment Date, in an aggregate principal amount at any one time outstanding not to exceed the lesser of (i) such Lender's Pro Rata Share of the Revolving Credit Loan Commitment less (ii) in each case, such Lender's Pro Rata Share of the aggregate outstanding stated amount of any Letters of Credit or Letter of Credit Agreements and any unreimbursed amounts drawn thereunder. The outstanding principal balance reductions of the Revolving Credit Loans shall be repaid on the Revolving Credit Repayment DateLoan Commitment made pursuant to Section 2.6.4. ------------- Promptly after receipt of a Request and Interest Rate Election, Agent shall notify each Lender by telephone, telex or telecopy of the proposed borrowing. Subject to the immediately preceding paragraph, each Lender agrees that after its receipt of notification from Agent of Agent's receipt of a Request and Interest Rate Election, such Lender shall send its Pro Rata Share (or such portion thereof as may be necessary to provide Agent with such Pro Rata Share in Dollars and in immediately available funds, without consideration or use of any contra accounts of any Lender) of the requested Loan by wire transfer to Agent so that Agent receives such Pro Rata Share in Dollars and in immediately available funds not later than 12:00 P.M. (Boston, Massachusetts time) on the first day of the Interest Period for any such requested Libor Loan and on the Business Day for such Advance set forth in Borrower's Request for any such requested Prime Rate Loan, and Agent shall advance funds to the Borrower by depositing such funds in Borrower's account with the Agent upon Agent's receipt of such Pro Rata Shares in the amount of the Pro Rata Shares of such Loan in Agent's possession. Agent's failure to receive any Pro Rata Share from a Lender other than Fleet shall not excuse Agent from advancing Fleet's Pro Rata Share to the Borrower. Unless Agent shall have been notified by any Lender (which notice may be telephonic if confirmed promptly in writing) prior to the first day of the Interest Period in respect of any Loan which such Lender is obligated to make under this Agreement, that such Lender does not intend to make available to Agent such Lender's Pro Rata Share of such Loan on such date, Agent may assume that such Lender has made such amount available to Agent on such date and Agent in its sole discretion may, but shall not be obligated to, make available to the Borrower a corresponding amount on such date. If such corresponding amount is not in fact made available to Agent by such Lender, Agent shall be entitled to recover such corresponding amount from such Lender promptly upon demand by Agent together with interest thereon, for each day from such date until the date such amount is paid to Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the interest rate on the Loan in question. If such Lender does not pay such corresponding amount forthwith upon Agent's demand therefor, Agent shall promptly notify the Borrower and the Borrower shall promptly pay such corresponding amount to Agent. Nothing contained in this Section shall be deemed to relieve any Lender from its obligation to fulfill its obligations hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any default by such Lender hereunder. Throughout the term of the Revolving Credit Loans, the Revolving Credit Loan Commitment may, in Fleet's discretion, be made available to the Borrower prior to the Revolving Credit Repayment Date by issuance of Letters of Credit having an expiration date prior to the earlier to occur of (a) the first anniversary date of the date of issuance of any such Letter of Credit or (b) three (3) Business Days prior to the Revolving Credit Repayment Date, reasonably promptly after submission by the Borrower to the Agent of a Letter of Credit Agreement, duly completed and executed by the Borrower and otherwise in form and substance satisfactory to Fleet. The Borrower shall pay upon demand by the Agent such usual and customary fees and costs as Fleet may from time to time establish for issuance, transfer, amendment and negotiation of each Letter of Credit and shall pay to the Agent for Fleet's account upon issuance of any Letter of Credit an annual Letter of Credit fee in an amount equal to an amount determined by Fleet based on Fleet's usual and customary fees charged for Letters of Credit similar to such Letter of Credit. In the event that the Borrower shall fail to reimburse Fleet under any Letter of Credit or Letter of Credit Agreement, and any outstanding Indebtedness of the Borrower relating thereto, Fleet shall promptly notify the Agent, and the Agent shall, in turn, promptly notify each Lender of the unreimbursed amount together with accrued interest thereon, and each Lender agrees to purchase, and it shall be deemed to have purchased, a participation in such Letter of Credit or Letter of Credit Agreement and such indebtedness in an amount equal to its Pro Rata Share of the unpaid amount together with unpaid interest thereon. Upon one (1) Business Day's notice from the Agent, each Lender shall deliver to the Agent an amount equal to its respective participation in same day funds, at the place and on the date and by the time notified by the Agent. The obligation of each Lender to deliver to the Agent an amount equal to its respective participation pursuant to the foregoing sentence shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or the failure to satisfy any condition set forth in Article III of this Agreement.

Appears in 1 contract

Samples: Loan Agreement (Nxtrend Technology Inc)

The Revolving Credit Loans. Each of the Lenders ------------- -------------------------- severally agrees, subject to the terms and conditions of this Agreement, to make Advances of Revolving Credit Loans to the Borrower from time to time after receipt by the Agent from time to time before the Revolving Credit Repayment Date of, and at the times provided for in, a Request and an Interest Rate Election from the Borrower in accordance with this Agreement, during the period commencing on the Closing Date and ending on the Business Day immediately preceding the Revolving Credit Repayment Date, in an aggregate principal amount at any one time outstanding not to exceed the lesser of (i) such Lender's Pro Rata Share of the Revolving Credit Loan Commitment less (ii) in each case, such Lender's Pro Rata Share of the aggregate outstanding stated amount of any Letters of Credit or and, without duplication, Letter of Credit Agreements and any unreimbursed amounts drawn thereunder. The outstanding principal balance of the Revolving Credit Loans shall be repaid on the Revolving Credit Repayment Date. Promptly after receipt of a Request and Interest Rate Election, Agent shall notify each Lender by telephone, telex or telecopy of the proposed borrowing. Subject to the immediately preceding paragraph, each Lender agrees that after its receipt of notification from Agent of Agent's receipt of a Request and Interest Rate Election, such Lender shall send its Pro Rata Share (or such portion thereof as may be necessary to provide Agent with such Pro Rata Share in Dollars and in immediately available funds, without consideration or use of any contra accounts of any Lender) of the requested Loan by wire transfer to Agent so that Agent receives such Pro Rata Share in Dollars and in immediately available funds not later than 12:00 P.M. (Boston, Massachusetts time) on the first day of the Interest Period for any such requested Libor Loan and on the Business Day for such Advance set forth in Borrower's Request for any such requested Prime Rate Loan, and Agent shall advance funds to the Borrower by depositing such funds in Borrower's account with the Agent upon Agent's receipt of such Pro Rata Shares in the amount of the Pro Rata Shares of such Loan in Agent's possession. Unless Agent shall have been notified by any Lender (which notice may be telephonic if confirmed promptly in writing) prior to the first day of the Interest Period in respect of any Loan which such Lender is obligated to make under this Agreement, that such Lender does not intend to make available to Agent such Lender's Pro Rata Share of such Loan on such date, Agent may assume that such Lender has made such amount available to Agent on such date and Agent in its sole discretion may, but shall not be obligated to, make available to the Borrower a corresponding amount on such date. If such corresponding amount is not in fact made available to Agent by such Lender, Agent shall be entitled to recover such corresponding amount from such Lender promptly upon demand by Agent together with interest thereon, for each day from such date until the date such amount is paid to Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the interest rate on the Loan in question. If such Lender does not pay such corresponding amount forthwith upon Agent's demand therefor, Agent shall promptly notify the Borrower and the Borrower shall promptly pay such corresponding amount to Agent. Nothing contained in this Section shall be deemed to relieve any Lender from its obligation to fulfill its obligations hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any default by such Lender hereunder. Throughout the term of the Revolving Credit Loans, $2,000,000 of the Revolving Credit Loan Commitment and principal amount of the Revolving Credit Loans may, in Fleetat the Borrower's discretionrequest and with the Agent's approval which shall not be unreasonably withheld or delayed, be made available to the Borrower prior to the Revolving Credit Repayment Date by issuance of Letters of Credit having an expiration date prior to the earlier to occur of (a) the first anniversary date of the date of issuance of any such Letter of Credit or (b) three (3) Business Days prior to the Revolving Credit Repayment Date, reasonably promptly after submission by the Borrower to the Agent of a Letter of Credit Agreement, duly completed and executed by the Borrower and otherwise in form and substance satisfactory to Fleetthe Agent. The Borrower shall pay upon demand by the Agent such usual and customary fees and costs as Fleet the Agent may from time to time establish for issuance, transfer, amendment and negotiation of each Letter of Credit and shall pay to the Agent for Fleetthe Agent's account upon issuance of any Letter of Credit an annual Letter of Credit fee in an amount equal to an the product of (i) the stated amount determined by Fleet based on Fleet's usual and customary fees charged for Letters of each Letter of Credit similar multiplied by (ii) the Applicable Margin then in effect with respect to any Revolving Credit Loan which is a Libor Loan such per annum fee being pro rated for the term of any Letter of CreditCredit which is other than a full year in length. In the event that the Borrower shall fail to reimburse Fleet the Agent under any Letter of Credit or Letter of Credit Agreement, and any outstanding Indebtedness of the Borrower relating thereto, Fleet shall promptly notify the Agent, and the Agent shall, in turn, shall promptly notify each Lender of the unreimbursed amount together with accrued interest thereon, and each Lender agrees to purchase, and it shall be deemed to have purchased, a participation in such Letter of Credit or Letter of Credit Agreement and such indebtedness Indebtedness in an amount equal to its Pro Rata Share of the unpaid amount together with unpaid interest thereon. Upon one (1) Business Day's notice from the Agent, each Lender shall deliver to the Agent an amount equal to its respective participation in same day funds, at the place and on the date and by the time notified by the Agent. The obligation of each Lender to deliver to the Agent an amount equal to its respective participation pursuant to the foregoing sentence shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or the failure to satisfy any condition set forth in Article III of this Agreement.

Appears in 1 contract

Samples: Loan Agreement (Talentpoint Inc)

The Revolving Credit Loans. Each of the Lenders ------------- -------------------------- severally agrees, subject to the terms and conditions of this Agreement, to make Advances of Revolving Credit Loans to the Borrower from time to time after receipt by the Agent from time to time before the Revolving Credit Repayment Date of, and at the times provided for in, a Request and an Interest Rate Election from the Borrower in accordance with this Agreement, during the period commencing on the Closing Date and ending on the Business Day immediately preceding the Revolving Credit Repayment Date, in an aggregate principal amount at any one time outstanding not to exceed the lesser of (i) such Lender's Pro Rata Share of the Revolving Credit Loan Commitment Formula Amount less (ii) in each case, such Lender's Pro Rata Share of the aggregate outstanding stated amount of any Letters of Credit or Letter of Credit Agreements and any unreimbursed amounts drawn thereunder. The outstanding principal balance reductions of the Revolving Credit Loans shall be repaid on the Revolving Credit Repayment DateLoan Commitment made pursuant to Section 2.6.4. ------------- Promptly after receipt of a Request and Interest Rate Election, Agent shall promptly notify each Lender by telephone, telex or telecopy of the proposed borrowing. Subject to the immediately preceding paragraph, each Lender agrees that after its receipt of notification from Agent of Agent's receipt of a Request and Interest Rate Election, such Lender shall send its Pro Rata Share (or such portion thereof as may be necessary to provide Agent with such Pro Rata Share in Dollars and in immediately available funds, without consideration or use of any contra accounts of any Lender) of the requested Loan by wire transfer to Agent so that Agent receives such Pro Rata Share in Dollars and in immediately available funds not later than 12:00 P.M. (Boston, Massachusetts time) on the first day of the Interest Period for any such requested Libor Loan and on the Business Day for such Advance set forth in Borrower's Request for any such requested Prime Rate Loan, and Agent shall advance funds to the Borrower by depositing such funds in Borrower's account with the Agent upon Agent's receipt of such Pro Rata Shares in the amount of the Pro Rata Shares of such Loan in Agent's possession. Unless Agent shall have been notified by any Lender (which notice may be telephonic if confirmed promptly in writing) prior to the first day of the Interest Period in respect of any Loan which such Lender is obligated to make under this Agreement, that such Lender does not intend to make available to Agent such Lender's Pro Rata Share of such Loan on such date, Agent may assume that such Lender has made such amount available to Agent on such date and Agent in its sole discretion may, but shall not be obligated to, make available to the Borrower a corresponding amount on such date. If such corresponding amount is not in fact made available to Agent by such Lender, Agent shall be entitled to recover such corresponding amount from such Lender promptly upon demand by Agent together with interest thereon, for each day from such date until the date such amount is paid to Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the interest rate on the Loan in question. If such Lender does not pay such corresponding amount plus any interest accrued thereon forthwith upon Agent's demand therefor, Agent shall promptly notify the Borrower and the Borrower shall promptly within five (5) Business Days thereafter pay such corresponding amount plus any interest accrued thereon to Agent. Nothing contained in this Section shall be deemed to relieve any Lender from its obligation to fulfill its obligations hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any default by such Lender hereunder. Throughout As soon as is practicable following the term close of each month after the Revolving Credit LoansClosing Date and in any event within fifteen (15) days thereafter, the Revolving Credit Loan Commitment may, in Fleet's discretion, be made available Borrower will submit to the Agent a borrowing base certificate in the form of Exhibit 2.1.0 or in such other form as the Agent may from time to time ------------- reasonably prescribe, which certificate shall contain information adequate to identify accounts receivable which the Borrower prior wishes to include in Eligible Receivables. Concurrently with each of such reports, and immediately if material in amount, the Revolving Credit Repayment Date Borrower shall notify the Agent of each return or adjustment, rejection, repossession or loss, theft or damage of or to merchandise represented by issuance Eligible Receivables and involving amounts in excess of Letters $100,000 in the aggregate or singly or any other collateral for any Indebtedness of Credit having an expiration date prior to the earlier to occur of (a) the first anniversary date of the date of issuance of any such Letter of Credit or (b) three (3) Business Days prior to the Revolving Credit Repayment Date, reasonably promptly after submission by the Borrower to the Agent of a Letter of Credit Agreement, duly completed and/or any Lender and executed by the Borrower and otherwise in form and substance satisfactory to Fleet. The Borrower shall pay upon demand by the Agent such usual and customary fees and costs as Fleet may from time to time establish for issuance, transfer, amendment and negotiation of each Letter of Credit and shall pay to the Agent for Fleet's account upon issuance of any Letter credit, adjustment or dispute arising in connection with the goods or services represented by Eligible Receivables and involving amounts in excess of Credit an annual Letter of Credit fee $100,000 in an amount equal to an amount determined by Fleet based the aggregate or singly. All payments on Fleet's usual Eligible Receivables and customary fees charged for Letters of Credit similar to such Letter of Credit. In the event that the Borrower shall fail to reimburse Fleet under any Letter of Credit or Letter of Credit Agreement, all adjustments and any outstanding Indebtedness of the Borrower relating credits with respect thereto, Fleet shall promptly notify the Agentwhether unilateral, and the Agent shallnegotiated or otherwise, in turn, promptly notify each Lender of the unreimbursed amount together with accrued interest thereon, and each Lender agrees to purchase, and it shall be deemed to have purchased, a participation immediately reflected in such Letter the Net Outstanding Amount of Credit or Letter of Credit Agreement and such indebtedness in an amount equal to its Pro Rata Share of the unpaid amount together with unpaid interest thereon. Upon one (1) Business Day's notice from the Agent, each Lender shall deliver to the Agent an amount equal to its respective participation in same day funds, at the place and on the date and by the time notified by the Agent. The obligation of each Lender to deliver to the Agent an amount equal to its respective participation pursuant to the foregoing sentence shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or the failure to satisfy any condition set forth in Article III of this AgreementEligible Receivables.

Appears in 1 contract

Samples: Loan Agreement (Boron Lepore & Associates Inc)

The Revolving Credit Loans. Each of the Lenders severally agrees, subject Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans denominated in Dollars to the Borrower as elected by the Borrower pursuant to Section 2.02 (each such loan, a “Revolving Credit Loan”) from time to time, on any Business Day until the Maturity Date during the Revolving Credit Commitment Period, in an aggregate principal amount not to exceed at any time outstanding the amount of such Lender’s Revolving Credit Commitment; provided that (a) after giving effect to any Revolving Credit Borrowing, the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus the amount of such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans, shall not exceed such Lender’s Revolving Credit Commitment, and (b) the amount of any Revolving Credit Loan to be made at any time shall not exceed Borrowing Availability at such time. Borrowing Availability may be reduced by Reserves imposed by Agent in accordance with the provisions of Sections 2.15 and 2.16, as applicable. Within the limits of each Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof (including as to Borrowing Availability), the Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans or Eurodollar Loans, as further provided herein; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type. Any provision of this AgreementAgreement to the contrary notwithstanding, to at the request of the Borrower, in its discretion the Administrative Agent may (but shall have absolutely no obligation to), make Advances of Revolving Credit Loans to the Borrower from time on behalf of the Lenders, for the purpose of protecting or preserving the Collateral or any portion thereof, enhancing the likelihood of repayment of the Obligations or paying any other amount chargeable to time after receipt by the Agent from time to time before the Revolving Credit Repayment Date of, and at the times provided for in, a Request and an Interest Rate Election from the Borrower pursuant to the terms of this Agreement (including fees, costs and expenses described in accordance with this Agreement, during the period commencing on the Closing Date and ending on the Business Day immediately preceding the Revolving Credit Repayment DateSection 10.04), in an aggregate principal amount at any one time outstanding not to exceed such Lender's Pro Rata Share of the Revolving Credit Loan Commitment less such Lender's Pro Rata Share of amounts that cause the aggregate outstanding stated amount of any Letters of Credit or Letter of Credit Agreements and any unreimbursed amounts drawn thereunder. The outstanding principal balance Outstanding Amount of the Revolving Credit Loans shall be repaid on to exceed the Revolving Credit Repayment Date. Promptly after receipt of a Request and Interest Rate Election, Agent shall notify each Lender by telephone, telex or telecopy of Borrowing Base (less the proposed borrowing. Subject to the immediately preceding paragraph, each Lender agrees that after its receipt of notification from Agent of Agent's receipt of a Request and Interest Rate Election, such Lender shall send its Pro Rata Share Swing Line Loan) (or such portion thereof as may be necessary to provide Agent with such Pro Rata Share in Dollars and in immediately available funds, without consideration or use of any contra accounts of any Lender) of the requested Loan by wire transfer to Agent so that Agent receives such Pro Rata Share in Dollars and in immediately available funds not later than 12:00 P.M. (Boston, Massachusetts time) on the first day of the Interest Period for any such requested Libor Loan and on the Business Day for such Advance set forth in Borrower's Request for any such requested Prime Rate Loan, and Agent shall advance funds to the Borrower by depositing such funds in Borrower's account with the Agent upon Agent's receipt of such Pro Rata Shares in the amount of the Pro Rata Shares of such Loan in Agent's possession. Unless Agent shall have been notified by any Lender (which notice may be telephonic if confirmed promptly in writing) prior to the first day of the Interest Period in respect of any Loan which such Lender is obligated to make under this Agreement, that such Lender does not intend to make available to Agent such Lender's Pro Rata Share of such Loan on such date, Agent may assume that such Lender has made such amount available to Agent on such date and Agent in its sole discretion may, but shall not be obligated to, make available to the Borrower a corresponding amount on such date. If such corresponding amount is not in fact made available to Agent by such Lender, Agent shall be entitled to recover such corresponding amount from such Lender promptly upon demand by Agent together with interest thereon, for each day from such date until the date such amount is paid to Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the interest rate on the Loan in question. If such Lender does not pay such corresponding amount forthwith upon Agent's demand therefor, Agent shall promptly notify the Borrower and the Borrower shall promptly pay such corresponding amount to Agent. Nothing contained in this Section shall be deemed to relieve any Lender from its obligation to fulfill its obligations hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any default by such Lender hereunder. Throughout the term excess aggregate Outstanding Amount of the Revolving Credit Loans are hereby collectively referred to as “Overadvances”); provided that (A) no such event or occurrence shall cause or constitute a waiver of the Administrative Agent’s, the Swing Line Lender’s or any Lender’s right to refuse to make any further Overadvances, Swing Line Loans or Revolving Credit Loans, or incur any L/C Obligations, as the Revolving Credit Loan Commitment maycase may be, in Fleet's discretion, be made available to the Borrower prior to the Revolving Credit Repayment Date by issuance of Letters of Credit having at any time that an expiration date prior to the earlier to occur of (a) the first anniversary date of the date of issuance of any such Letter of Credit or (b) three (3) Business Days prior to the Revolving Credit Repayment Date, reasonably promptly after submission by the Borrower to the Agent of a Letter of Credit Agreement, duly completed and executed by the Borrower and otherwise in form and substance satisfactory to Fleet. The Borrower shall pay upon demand by the Agent such usual and customary fees and costs as Fleet may from time to time establish for issuance, transfer, amendment and negotiation of each Letter of Credit and shall pay to the Agent for Fleet's account upon issuance of any Letter of Credit an annual Letter of Credit fee in an amount equal to an amount determined by Fleet based on Fleet's usual and customary fees charged for Letters of Credit similar to such Letter of Credit. In the event that the Borrower shall fail to reimburse Fleet under any Letter of Credit or Letter of Credit AgreementOveradvance exists, and any outstanding Indebtedness of the Borrower relating thereto, Fleet (B) no Overadvance shall promptly notify the Agent, and the Agent shall, result in turn, promptly notify each Lender of the unreimbursed amount together with accrued interest thereon, and each Lender agrees to purchase, and it shall be deemed to have purchased, a participation in such Letter of Credit Default or Letter of Credit Agreement and such indebtedness in an amount equal to its Pro Rata Share of the unpaid amount together with unpaid interest thereon. Upon one (1) Business Day's notice from the Agent, each Lender shall deliver to the Agent an amount equal to its respective participation in same day funds, at the place and on the date and by the time notified by the Agent. The obligation of each Lender to deliver to the Agent an amount equal to its respective participation pursuant to the foregoing sentence shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or due to the Borrower’s failure to satisfy any condition comply with Section 2.05(b) for so long as the Administrative Agent permits such Overadvance to remain outstanding, but solely with respect to the amount of such Overadvance. In addition, Overadvances may be made even if the conditions to lending set forth in Article III 4 have not been met. All Overadvances shall constitute Base Rate Loans, shall bear interest at the Default Rate and shall be payable on the earlier of this Agreementdemand and the Termination Date. The authority of the Administrative Agent to make Overadvances is limited to an aggregate amount of $10,000,000 at any time, shall not cause the Revolving Loan to exceed the Maximum Amount and may be revoked prospectively by a written notice to Administrative Agent signed by Required Lenders.

Appears in 1 contract

Samples: Credit Agreement (Universal Hospital Services Inc)

AutoNDA by SimpleDocs

The Revolving Credit Loans. Each This Revolving Credit Note shall bind the Borrowers and their respective successors and assigns, and the benefits hereof shall inure to the benefit of Holder, the Administrative Agent and the Lenders and their respective successors and assigns. This Revolving Credit Note may be enforced by Holder or its respective successors or assigns. All references herein to the “Borrowers”, “Holder”, the “Administrative Agent” and the “Lenders” shall be deemed to apply to the Borrowers, Holder, the Administrative Agent and the Lenders, respectively, and their respective successors and assigns. This Revolving Credit Note shall be deemed to be a contract under the Laws of the Lenders severally agreesState of New York without regard to its conflict of laws principles. Upon the execution and delivery by any Person of a joinder or similar agreement to become a “Revolving Borrower” under the Credit Agreement, such Person shall become a “Borrower” under this Revolving Credit Note with the same force and effect as if it were originally a party to this Revolving Credit Note and named as “Borrower” on the signature pages hereto. Holder may at any time pledge all or a portion of its rights under the Loan Documents including any portion of this Revolving Credit Note to any of the twelve (12) Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. § 341. No such pledge or enforcement thereof shall release Holder from its obligations under any of the Loan Documents. The liability of the Canadian Revolving Borrowers under this Revolving Credit Note is subject to the terms and conditions provisions of Section 12.13.2 [Canadian Revolving Borrowers] of the Credit Agreement. Notwithstanding anything to the contrary set forth in this Agreement, to make Advances of Revolving Credit Loans Note, no Canadian Revolving Borrower shall have any liability with respect to the Borrower from time to time after receipt by the Agent from time to time before the Revolving Credit Repayment Date of, and at the times provided for in, a Request and an Interest Rate Election from the Borrower in accordance with this Agreement, during the period commencing on the Closing Date and ending on the Business Day immediately preceding the Revolving Credit Repayment Date, in an aggregate principal amount at any one time outstanding not to exceed such Lender's Pro Rata Share of the Revolving Credit Loan Commitment less such Lender's Pro Rata Share of the aggregate outstanding stated amount of made to a US Revolving Borrower, any Letters of Credit issued for the account of a US Loan Party or Letter other Obligation for which a US Loan Party is the primary obligor. Delivery of Credit Agreements and any unreimbursed amounts drawn thereunder. The outstanding principal balance an executed counterpart of the a signature page of this Revolving Credit Loans Note by facsimile or e-mail (in “pdf”, “tif “ or similar format) shall be repaid on the effective as delivery of a manually executed counterpart of this Revolving Credit Repayment Date. Promptly after receipt of a Request and Interest Rate Election, Agent shall notify each Lender by telephone, telex or telecopy of the proposed borrowing. Subject to the immediately preceding paragraph, each Lender agrees that after its receipt of notification from Agent of Agent's receipt of a Request and Interest Rate Election, such Lender shall send its Pro Rata Share (or such portion thereof as may be necessary to provide Agent with such Pro Rata Share in Dollars and in immediately available funds, without consideration or use of any contra accounts of any Lender) of the requested Loan by wire transfer to Agent so that Agent receives such Pro Rata Share in Dollars and in immediately available funds not later than 12:00 P.M. (Boston, Massachusetts time) on the first day of the Interest Period for any such requested Libor Loan and on the Business Day for such Advance set forth in Borrower's Request for any such requested Prime Rate Loan, and Agent shall advance funds to the Borrower by depositing such funds in Borrower's account with the Agent upon Agent's receipt of such Pro Rata Shares in the amount of the Pro Rata Shares of such Loan in Agent's possession. Unless Agent shall have been notified by any Lender (which notice may be telephonic if confirmed promptly in writing) prior to the first day of the Interest Period in respect of any Loan which such Lender is obligated to make under this Agreement, that such Lender does not intend to make available to Agent such Lender's Pro Rata Share of such Loan on such date, Agent may assume that such Lender has made such amount available to Agent on such date and Agent in its sole discretion may, but shall not be obligated to, make available to the Borrower a corresponding amount on such date. If such corresponding amount is not in fact made available to Agent by such Lender, Agent shall be entitled to recover such corresponding amount from such Lender promptly upon demand by Agent together with interest thereon, for each day from such date until the date such amount is paid to Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the interest rate on the Loan in question. If such Lender does not pay such corresponding amount forthwith upon Agent's demand therefor, Agent shall promptly notify the Borrower and the Borrower shall promptly pay such corresponding amount to Agent. Nothing contained in this Section shall be deemed to relieve any Lender from its obligation to fulfill its obligations hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any default by such Lender hereunder. Throughout the term of the Revolving Credit Loans, the Revolving Credit Loan Commitment may, in Fleet's discretion, be made available to the Borrower prior to the Revolving Credit Repayment Date by issuance of Letters of Credit having an expiration date prior to the earlier to occur of (a) the first anniversary date of the date of issuance of any such Letter of Credit or (b) three (3) Business Days prior to the Revolving Credit Repayment Date, reasonably promptly after submission by the Borrower to the Agent of a Letter of Credit Agreement, duly completed and executed by the Borrower and otherwise in form and substance satisfactory to Fleet. The Borrower shall pay upon demand by the Agent such usual and customary fees and costs as Fleet may from time to time establish for issuance, transfer, amendment and negotiation of each Letter of Credit and shall pay to the Agent for Fleet's account upon issuance of any Letter of Credit an annual Letter of Credit fee in an amount equal to an amount determined by Fleet based on Fleet's usual and customary fees charged for Letters of Credit similar to such Letter of Credit. In the event that the Borrower shall fail to reimburse Fleet under any Letter of Credit or Letter of Credit Agreement, and any outstanding Indebtedness of the Borrower relating thereto, Fleet shall promptly notify the Agent, and the Agent shall, in turn, promptly notify each Lender of the unreimbursed amount together with accrued interest thereon, and each Lender agrees to purchase, and it shall be deemed to have purchased, a participation in such Letter of Credit or Letter of Credit Agreement and such indebtedness in an amount equal to its Pro Rata Share of the unpaid amount together with unpaid interest thereon. Upon one (1) Business Day's notice from the Agent, each Lender shall deliver to the Agent an amount equal to its respective participation in same day funds, at the place and on the date and by the time notified by the Agent. The obligation of each Lender to deliver to the Agent an amount equal to its respective participation pursuant to the foregoing sentence shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or the failure to satisfy any condition set forth in Article III of this AgreementNote.

Appears in 1 contract

Samples: Credit Agreement (Mastech Digital, Inc.)

The Revolving Credit Loans. Each of the Lenders severally agrees, subject to the terms and conditions of this Agreement, to make Advances of Revolving Credit Loans to the Borrower in a minimum aggregate amount of Advances from the Lenders pursuant to any Request of $500,000 and an integral multiple of $100,000 thereafter from time to time after receipt by the Agent from time to time before the Revolving Credit Repayment Date of, and at the times provided for in, a Request and an Interest Rate Election from the Borrower in accordance with this Agreement, during the period commencing on the Closing Date and ending on the Business Day immediately preceding the Revolving Credit Repayment Date, in an aggregate principal amount at any one time outstanding not to exceed the lesser of (i) such Lender's Pro Rata Share of the Revolving Credit Loan Commitment less (ii) in each case, such Lender's Pro Rata Share of the aggregate amount of the outstanding stated amount of any Letters Letter of Credit or Letter of Credit Agreements Agreement, and any unreimbursed amounts drawn thereunder. The outstanding principal balance of the Revolving Credit Loans shall be repaid on the Revolving Credit Repayment Date. Promptly after receipt of a Request and Interest Rate Election, Agent shall notify each Lender by telephone, telex or telecopy of the proposed borrowing. Subject to the immediately preceding paragraph, each Lender agrees that after its receipt of notification from Agent of Agent's receipt of a Request and Interest Rate Election, such Lender shall send its Pro Rata Share (or such portion thereof as may be necessary to provide Agent with such Pro Rata Share in Dollars and in immediately available funds, without consideration or use of any contra accounts of any Lender) of the requested Loan by wire transfer to Agent so that Agent receives such Pro Rata Share in Dollars and in immediately available funds not later than 12:00 P.M. (Boston, Massachusetts time) on the first day of the Interest Period for any such requested Libor Loan and on the Business Day for such Advance set forth in Borrower's Request for any such requested Prime Rate Loan, and Agent shall advance funds to the Borrower by depositing such funds in Borrower's account with the Agent upon Agent's receipt of such Pro Rata Shares in the amount of the Pro Rata Shares of such Loan in Agent's possession. Unless Agent shall have been notified by any Lender (which notice may be telephonic if confirmed promptly in writing) prior to the first day of the Interest Period in respect of any Loan which such Lender is obligated to make under this Agreement, that such Lender does not intend to make available to Agent such Lender's Pro Rata Share of such Loan on such date, Agent may assume that such Lender has made such amount available to Agent on such date and Agent in its sole discretion may, but shall not be obligated to, make available to the Borrower a corresponding amount on such date. If such corresponding amount is not in fact made available to Agent by such Lender, Agent shall be entitled to recover such corresponding amount from such Lender promptly upon demand by Agent together with interest thereon, for each day from such date until the date such amount is paid to Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the interest rate on the Loan in question. If such Lender does not pay such corresponding amount forthwith upon Agent's demand therefor, Agent shall promptly notify the Borrower and the Borrower shall promptly pay such corresponding amount to Agent. Nothing contained in this Section shall be deemed to relieve any Lender from its obligation to fulfill its obligations hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any default by such Lender hereunder. Throughout the term of the Revolving Credit Loans, $5,000,000 of the Revolving Credit Loan Commitment and principal amount of the Revolving Credit Loans may, in Fleetthe Agent's discretion, be made available to the Borrower prior to the Revolving Credit Repayment Date by issuance of Letters of Credit having an expiration date prior to the earlier to occur of (a) the first anniversary date of the date of issuance of any such Letter of Credit or (b) three (3) Business Days prior to the Revolving Credit Repayment Date, reasonably promptly after submission by the Borrower to the Agent of a Letter of Credit Agreement, duly completed and executed by the Borrower and otherwise in form and substance satisfactory to Fleetthe Agent. The Borrower shall pay upon demand by the Agent such usual and customary fees and costs as Fleet the Agent may from time to time establish for issuance, transfer, amendment and negotiation of each Letter of Credit and shall pay to the Agent for Fleet's account the Lenders' accounts equal to their respective Pro Rata Shares upon issuance of any Letter of Credit an annual Letter of Credit fee in an amount equal to an the product of (i) the stated amount determined by Fleet based on Fleet's usual and customary fees charged for Letters of each Letter of Credit similar multiplied by (ii) the Applicable Margin then in effect with respect to such Letter of Creditany Revolving Credit Loan which is a Libor Loan. In the event that the Borrower shall fail to reimburse Fleet the Agent under any Letter of Credit or Letter of Credit Agreement, and any outstanding Indebtedness of the Borrower relating thereto, Fleet shall promptly notify the Agent, and the Agent shall, in turn, shall promptly notify each Lender of the unreimbursed amount together with accrued interest thereon, and each Lender agrees to purchase, and it shall be deemed to have purchased, a participation in such Letter of Credit or Letter of Credit Agreement and such indebtedness in an amount equal to its Pro Rata Share of the unpaid amount together with unpaid interest thereon. Upon one (1) Business Day's notice from the Agent, each Lender shall deliver to the Agent an amount equal to its respective participation in same day funds, at the place and on the date and by the time notified by the Agent. The obligation of each Lender to deliver to the Agent an amount equal to its respective participation pursuant to the foregoing sentence shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or the failure to satisfy any condition set forth in Article III of this Agreement.

Appears in 1 contract

Samples: Loan Agreement (PCD Inc)

The Revolving Credit Loans. Each of the Lenders severally agrees, subject to the terms and conditions of this Agreement, to make Advances of Revolving Credit Loans to the Borrower from time to time after receipt by the Agent from time to time before the Revolving Credit Repayment Date of, and at the times provided for in, a Request and an Interest Rate Election from the Borrower in accordance with this Agreement, during the period commencing on the Closing Date and ending on the Business Day immediately preceding the Revolving Credit Repayment Date, in an aggregate principal amount at any one time outstanding not to exceed such Lender's Pro Rata Share of the Revolving Credit Loan Commitment less such Lender's Pro Rata Share of the aggregate outstanding stated amount of any Letters of Credit or Letter of Credit Agreements and any unreimbursed amounts drawn thereunder. The outstanding principal balance of the Revolving Credit Loans shall be repaid on the Revolving Credit Repayment Date. Promptly after receipt of a Request and Interest Rate Election, Agent shall notify each Lender by telephone, telex or telecopy of the proposed borrowing. Subject to the immediately preceding paragraph, each Lender agrees that after its receipt of notification from Agent of Agent's receipt of a Request and Interest Rate Election, such Lender shall send its Pro Rata Share (or such portion thereof as may be necessary to provide Agent with such Pro Rata Share in Dollars and in immediately available funds, without consideration or use of any contra accounts of any Lender) of the requested Loan by wire transfer to Agent so that Agent receives such Pro Rata Share in Dollars and in immediately available funds not later than 12:00 P.M. (Boston, Massachusetts time) on the first day of the Interest Period for any such requested Libor Loan and on the Business Day for such Advance set forth in Borrower's Request for any such requested Prime Rate Loan, and Agent shall advance funds to the Borrower by depositing such funds in Borrower's account with the Agent upon Agent's receipt of such Pro Rata Shares in the amount of the Pro Rata Shares of such Loan in Agent's possession. Unless Agent shall have been notified by any Lender (which notice may be telephonic if confirmed promptly in writing) prior to the first day of the Interest Period in respect of any Loan which such Lender is obligated to make under this Agreement, that such Lender does not intend to make available to Agent such Lender's Pro Rata Share of such Loan on such date, Agent may assume that such Lender has made such amount available to Agent on such date and Agent in its sole discretion may, but shall not be obligated to, make available to the Borrower a corresponding amount on such date. If such corresponding amount is not in fact made available to Agent by such Lender, Agent shall be entitled to recover such corresponding amount from such Lender promptly upon demand by Agent together with interest thereon, for each day from such date until the date such amount is paid to Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the interest rate on the Loan in question. If such Lender does not pay such corresponding amount forthwith upon Agent's demand therefor, Agent shall promptly notify the Borrower and the Borrower shall promptly pay such corresponding amount to Agent. Nothing contained in this Section shall be deemed to relieve any Lender from its obligation to fulfill its obligations hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any default by such Lender hereunder. Throughout the term of the Revolving Credit Loans, the Revolving Credit Loan Commitment may, in Fleet's discretion, be made available to the Borrower prior to the Revolving Credit Repayment Date by issuance of Letters of Credit having an expiration date prior to the earlier to occur of (a) the first anniversary date of the date of issuance of any such Letter of Credit or (b) three (3) Business Days prior to the Revolving Credit Repayment Date, reasonably promptly after submission by the Borrower to the Agent of a Letter of Credit Agreement, duly completed and executed by the Borrower and otherwise in form and substance satisfactory to Fleet. The Borrower shall pay upon demand by the Agent such usual and customary fees and costs as Fleet may from time to time establish for issuance, transfer, amendment and negotiation of each Letter of Credit and shall pay to the Agent for Fleet's account upon issuance of any Letter of Credit an annual Letter of Credit fee in an amount equal to an amount determined by Fleet based on Fleet's usual and customary fees charged for Letters of Credit similar to such Letter of Credit. In the event that the Borrower shall fail to reimburse Fleet under any Letter of Credit or Letter of Credit Agreement, and any outstanding Indebtedness of the Borrower relating thereto, Fleet shall promptly notify the Agent, and the Agent shall, in turn, promptly notify each Lender of the unreimbursed amount together with accrued interest thereon, and each Lender agrees to purchase, and it shall be deemed to have purchased, a participation in such Letter of Credit or Letter of Credit Agreement and such indebtedness in an amount equal to its Pro Rata Share of the unpaid amount together with unpaid interest thereon. Upon one (1) Business Day's notice from the Agent, each Lender shall deliver to the Agent an amount equal to its respective participation in same day funds, at the place and on the date and by the time notified by the Agent. The obligation of each Lender to deliver to the Agent an amount equal to its respective participation pursuant to the foregoing sentence shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or the failure to satisfy any condition set forth in Article III of this Agreement.

Appears in 1 contract

Samples: Loan Agreement (Innoveda Inc)

The Revolving Credit Loans. Each of the Lenders severally agrees, subject to the terms and conditions of this Agreement, to make Advances of Revolving Credit Loans to the Borrower from time to time after receipt by the Agent from time to time before the Revolving Credit Repayment Date of, and at the times provided for in, a Request and an Interest Rate Election from the Borrower in accordance with this Agreement, during the period commencing on the Closing Date and ending on the Business Day immediately preceding the Revolving Credit Repayment Date, in an aggregate principal amount at any one time outstanding not to exceed the lesser of (i) such Lender's Pro Rata Share of the Revolving Credit Loan Commitment less (ii) in each case, such Lender's Pro Rata Share of the aggregate outstanding stated amount of any Letters of Credit or and, without duplication, Letter of Credit Agreements and any unreimbursed amounts drawn thereunder. The outstanding principal balance of the Revolving Credit Loans shall be repaid on the Revolving Credit Repayment Date. Promptly after receipt of a Request and Interest Rate Election, Agent shall notify each Lender by telephone, telex or telecopy of the proposed borrowing. Subject to the immediately preceding paragraph, each Lender agrees that after its receipt of notification from Agent of Agent's receipt of a Request and Interest Rate Election, such Lender shall send its Pro Rata Share (or such portion thereof as may be necessary to provide Agent with such Pro Rata Share in Dollars and in immediately available funds, without consideration or use of any contra accounts of any Lender) of the requested Loan by wire transfer to Agent so that Agent receives such Pro Rata Share in Dollars and in immediately available funds not later than 12:00 P.M. (Boston, Massachusetts time) on the first day of the Interest Period for any such requested Libor Loan and on the Business Day for such Advance set forth in Borrower's Request for any such requested Prime Rate Loan, and Agent shall advance funds to the Borrower by depositing such funds in Borrower's account with the Agent upon Agent's receipt of such Pro Rata Shares in the amount of the Pro Rata Shares of such Loan in Agent's possession. Unless Agent shall have been notified by any Lender (which notice may be telephonic if confirmed promptly in writing) prior to the first day of the Interest Period in respect of any Loan which such Lender is obligated to make under this Agreement, that such Lender does not intend to make available to Agent such Lender's Pro Rata Share of such Loan on such date, Agent may assume that such Lender has made such amount available to Agent on such date and Agent in its sole discretion may, but shall not be obligated to, make available to the Borrower a corresponding amount on such date. If such corresponding amount is not in fact made available to Agent by such Lender, Agent shall be (Loan Agreement - Fleet/Convergent) 25 entitled to recover such corresponding amount from such Lender promptly upon demand by Agent together with interest thereon, for each day from such date until the date such amount is paid to Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the interest rate on the Loan in question. If such Lender does not pay such corresponding amount forthwith upon Agent's demand therefor, Agent shall promptly notify the Borrower and the Borrower shall promptly pay such corresponding amount to Agent. Nothing contained in this Section shall be deemed to relieve any Lender from its obligation to fulfill its obligations hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any default by such Lender hereunder. Throughout the term of the Revolving Credit Loans, $1,000,000 of the Revolving Credit Loan Commitment and principal amount of the Revolving Credit Loans may, in Fleetat the Borrower's discretionrequest and with the Agent's approval which shall not be unreasonably withheld or delayed, be made available to the Borrower prior to the Revolving Credit Repayment Date by issuance of Letters of Credit having an expiration date prior to the earlier to occur of (a) the first anniversary date of the date of issuance of any such Letter of Credit or (b) three (3) Business Days prior to the Revolving Credit Repayment Date, reasonably promptly after submission by the Borrower to the Agent of a Letter of Credit Agreement, duly completed and executed by the Borrower and otherwise in form and substance satisfactory to Fleetthe Agent. The Borrower shall pay upon demand by the Agent such usual and customary fees and costs as Fleet the Agent may from time to time establish generally for its customers for issuance, transfer, amendment and negotiation of each Letter of Credit and shall pay to the Agent for Fleetthe Agent's account upon issuance of any Letter of Credit an annual Letter of Credit fee in an amount equal to an the product of (i) the stated amount determined by Fleet based on Fleet's usual and customary fees charged for Letters of each Letter of Credit similar multiplied by (ii) the Applicable Margin then in effect with respect to such Letter of Creditany Revolving Credit Loan which is a Libor Loan. In the event that the Borrower shall fail to reimburse Fleet the Agent under any Letter of Credit or Letter of Credit Agreement, and any outstanding Indebtedness of the Borrower relating thereto, Fleet shall promptly notify the Agent, and the Agent shall, in turn, shall promptly notify each Lender of the unreimbursed amount together with accrued interest thereon, and each Lender agrees to purchase, and it shall be deemed to have purchased, a participation in such Letter of Credit or Letter of Credit Agreement and such indebtedness Indebtedness in an amount equal to its Pro Rata Share of the unpaid amount together with unpaid interest thereon. Upon one (1) Business Day's notice from the Agent, each Lender shall deliver to the Agent an amount equal to its respective participation in same day funds, at the place and on the date and by the time notified by the Agent. The obligation of each Lender to deliver to the Agent an amount equal to its respective participation pursuant to the foregoing sentence shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or the failure to satisfy any condition set forth in Article III of this Agreement. As soon as is practicable following the close of each month after the Closing Date and in any event within fifteen (15) days thereafter, the Borrower will submit to the Agent a borrowing base certificate in the form of Exhibit 2.1.0.

Appears in 1 contract

Samples: Loan Agreement (Convergent Group Corp)

The Revolving Credit Loans. Each of the Lenders ------------- -------------------------- severally agrees, subject to the terms and conditions of this Agreement, to make Advances of Revolving Credit Loans to the Borrower from time to time after receipt by the Agent from time to time before the Revolving Credit Repayment Date of, and at the times provided for in, a Request and an Interest Rate Election from the Borrower in accordance with this Agreement, during the period commencing on the Closing Date and ending on the Business Day immediately preceding the Revolving Credit Repayment Date, in an aggregate principal amount at any one time outstanding not to exceed (i) such Lender's Pro Rata Share of the Revolving Credit Loan Commitment less (ii) in each case, such Lender's Pro Rata Share of the aggregate outstanding stated amount of any Letters of Credit or and, without duplication, Letter of Credit Agreements and any unreimbursed amounts drawn thereunder. The outstanding Each Advance shall be in a principal balance amount of at least $500,000 or an integral multiple of $100,000 in excess thereof or, if less, the amount of the Revolving Credit Loans shall be repaid on the Revolving Credit Repayment DateLoan Commitment. Promptly after receipt of a Request and Interest Rate Election, Agent shall notify each Lender by telephone, telex or telecopy of the proposed borrowing. Subject to the immediately preceding paragraph, each Lender agrees that after its receipt of notification from Agent of Agent's receipt of a Request and Interest Rate Election, such Lender shall send its Pro Rata Share (or such portion thereof as may be necessary to provide Agent with such Pro Rata Share in Dollars and in immediately available funds, without consideration or use of any contra accounts of any Lender) of the requested Loan by wire transfer to Agent so that Agent receives such Pro Rata Share in Dollars and in immediately available funds not later than 12:00 P.M. (Boston, Massachusetts time) on the first day of the Interest Period for any such requested Libor Loan and on the Business Day for such Advance set forth in Borrower's Request for any such requested Prime Rate Loan, and Agent shall advance funds to the Borrower by depositing such funds in Borrower's account with the Agent upon Agent's receipt of such Pro Rata Shares in the amount of the Pro Rata Shares of such Loan in Agent's possession. Unless Agent shall have been notified by any Lender (which notice may be telephonic if confirmed promptly in writing) prior to the first day of the Interest Period in respect of any Loan which such Lender is obligated to make under this Agreement, that such Lender does not intend to make available to Agent such Lender's Pro Rata Share of such Loan on such date, Agent may assume that such Lender has made such amount available to Agent on such date and Agent in its sole discretion may, but shall not be obligated to, make available to the Borrower a corresponding amount on such date. If such corresponding amount is not in fact made available to Agent by such Lender, Agent shall be entitled to recover such corresponding amount from such Lender promptly upon demand by Agent together with interest thereon, for each day from such date until the date such amount is paid to Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the interest rate on the Loan in question. If such Lender does not pay such corresponding amount forthwith upon Agent's demand therefor, Agent shall promptly notify the Borrower and the Borrower shall promptly pay such corresponding amount to Agent. Nothing contained in this Section shall be deemed to relieve any Lender from its obligation to fulfill its obligations hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any default by such Lender hereunder. Throughout the term of the Revolving Credit Loans, $5,000,000 of the Revolving Credit Loan Commitment and principal amount of the Revolving Credit Loans may, in Fleetat the Borrower's discretion, request and so long as no Default or Event of Default exists or would exist after issuance of any Letter of Credit be made available to the Borrower prior to the Revolving Credit Repayment Date by issuance of Letters of Credit having an expiration date prior to the earlier to occur of (a) the first anniversary date of the date of issuance of any such Letter of Credit or (b) three (3) Business Days prior to the Revolving Credit Repayment Date, reasonably promptly after submission by the Borrower to the Agent of a Letter of Credit Agreement, duly completed and executed by the Borrower and otherwise in form and substance satisfactory to Fleetthe Agent. The Borrower shall pay upon demand by the Agent such usual and customary fees and costs as Fleet the Agent may from time to time establish for issuance, transfer, amendment and negotiation of each Letter of Credit and shall pay to the Agent for Fleetthe Agent's account upon issuance of any Letter of Credit an annual Letter of Credit fee in an amount equal to an the product of (i) the stated amount determined by Fleet based on Fleet's usual and customary fees charged for Letters of each Letter of Credit similar multiplied by (ii) the Applicable Margin then in effect with respect to such Letter of Creditany Revolving Credit Loan which is a Libor Loan. In the event that the Borrower shall fail to reimburse Fleet the Agent under any Letter of Credit or Letter of Credit Agreement, and any outstanding Indebtedness of the Borrower relating thereto, Fleet shall promptly notify the Agent, and the Agent shall, in turn, shall promptly notify each Lender of the unreimbursed amount together with accrued interest thereon, and each Lender agrees to purchase, and it shall be deemed to have purchased, a participation in such Letter of Credit or Letter of Credit Agreement and such indebtedness Indebtedness in an amount equal to its Pro Rata Share of the unpaid amount together with unpaid interest thereon. Upon one (1) Business Day's notice from the Agent, each Lender shall deliver to the Agent an amount equal to its respective participation in same day funds, at the place and on the date and by the time notified by the Agent. The obligation of each Lender to deliver to the Agent an amount equal to its respective participation pursuant to the foregoing sentence shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or the failure to satisfy any condition set forth in Article III of this Agreement.

Appears in 1 contract

Samples: Loan Agreement (Somera Communications Inc)

Time is Money Join Law Insider Premium to draft better contracts faster.