Common use of Capex Loans Clause in Contracts

Capex Loans. (a) From and after the Closing Date, LaSalle shall make non-revolving loans and advances (collectively, the "Capex Loan") to Borrower as Borrower shall from time to time request in an aggregate amount of up to but not exceeding Five Million and 00/100 ($5,000,000.00), in accordance with the terms of this paragraph 3(a). Each request for a Capex Loan advance shall be made in writing, together with invoices and other documentation acceptable to LaSalle evidencing the hard costs of the machinery and equipment acquired or to be acquired with the proceeds of the requested Capex Loan advance ("Acquired M&E"). Each Capex Loan advance shall be in an amount not less than $100,000 (and in increments of $1,000 in excess thereof) and shall be limited to no more than 80% of the hard costs of the Acquired M&E for which such advance is requested. Borrower shall execute and deliver to LaSalle a Capex Note from time to time when the aggregate amount of Capex Loans made but not evidenced by a Capex Note equals or exceeds $500,000; provided, however, that notwithstanding the aggregate amount of Capex Loans made but not evidenced by a Capex Note, Borrower shall execute and deliver to LaSalle a Capex Note on each August 31 during the term of this Agreement in an amount equal to the then-outstanding amount of Capex Loans made but not evidenced by a Capex Note. Principal payable on account of the Capex Loan shall be payable in successive monthly installments (i) payable on the first day of each month, the first of which installments shall be due and payable on the first day of the month immediately following the date of each Capex Note and (ii) based on an amortization schedule consisting of sixty (60) equal and level payments under each Capex Note; provided, however, that the entire unpaid principal balance of the Capex Loan shall be due and payable in full upon the expiration of the Original Term of this Agreement; and, provided further, that in the event that the Original Term of this Agreement is initially or subsequently renewed in accordance with paragraph 12 hereof, then Borrower shall continue to make such equal and level monthly principal payments under each Capex Note, with a final installment equal to the unpaid principal balance of the Capex Loan and any other amounts outstanding due and payable upon the expiration of the Renewal Term. Notwithstanding anything hereinabove to the contrary, the entire unpaid principal balance of the Capex Loan, and any accrued and unpaid interest thereon, shall be immediately due and payable upon the earlier to occur of (i) the last day of the Original Term or the last day of any Renewal Term, if either LaSalle or Borrower elects to terminate this Agreement as of the end of any such Original or Renewal Term and (ii) the acceleration of the Liabilities pursuant to paragraph 17 of this Agreement. (b) If Borrower sells any Equipment, or if Borrower sells any real property subject to a Mortgage or if any of the Collateral is damaged, destroyed or taken by condemnation, Borrower shall pay to LaSalle, unless otherwise specifically provided herein or otherwise agreed to by LaSalle, as and when received by Borrower and as a mandatory prepayment of the Capex Loan, to be applied against the last maturing installments of principal thereof, in the inverse order thereof (or, at LaSalle's option, such of the other Liabilities of Borrower as LaSalle may elect), a sum equal to the proceeds received by Borrower from (i) such sale or (ii) such damage, destruction or condemnation; provided, however, that without LaSalle's consent, unless and until an Event of Default has occurred and is continuing: (i) obsolete or worn out Equipment may be sold or otherwise disposed of by Borrower and the proceeds thereof may be retained by Borrower, so long as the fair market value of any such Equipment sold or otherwise disposed of in any single transaction is less than $5,000, and the fair market value, in the aggregate, of all such Equipment sold or otherwise disposed of by Borrower during any twelve-month period is less than $20,000; and (ii) proceeds of Collateral arising from the damage, destruction or condemnation thereof may be retained by Borrower and used by Borrower to repair, restore or replace such Collateral, as the case may be, so long as the fair market value of any such Collateral damaged, destroyed or condemned in any single incident is less than $5,000, and the fair market value, in the aggregate, of all such Collateral owned by Borrower and damaged, destroyed or condemned during any twelve-month period is less than $20,000.

Capex Loans. With respect to Capex Loans issued, on the Closing Date and/or at any time thereafter, in addition to the conditions specified in clauses (a) From and (b) above as applicable, (i) no Capex Loan shall be issued if after giving effect to the Closing Date, LaSalle shall make non-revolving loans and advances (collectivelyissuance of such proposed Capex Loan, the "Capex Loan") to Borrower as Borrower shall from time to time request in an aggregate amount of up to but not exceeding Five Million and 00/100 all Capex Loans would exceed the Capex Sublimit; ($5,000,000.00), in accordance with the terms of this paragraph 3(a). Each request for a ii) each Capex Loan advance shall be made in writing, together with invoices and other documentation acceptable to LaSalle evidencing the hard costs of the machinery and equipment acquired or to be acquired with the proceeds of the requested Capex Loan advance ("Acquired M&E"). Each Capex Loan advance issued shall be in an a principal amount not less than $100,000 5,000,000 or the remaining availability of the Capex Sublimit (if less); (iii) any principal amounts repaid in respect of the Capex Loans may not be reborrowed; (iv) the proceeds of each Capex Loan shall be used solely to reimburse Borrowers for the cash payments previously paid by Borrowers for the purchase price for the Eligible New Equipment specified in the Capex Loan Request applicable to such Capex Loan; provided, that no Capex Loan Request shall include any Eligible New Equipment that supports any other Capex Loan, except for additional progress payments for a particular piece of Eligible New Equipment, (v) a single Capex Loan may be used to reimburse Borrowers for the purchase price of one or more items constituting Eligible New Equipment specified in the Capex Loan Request required to be delivered to Agent. (vi) Agent shall have received from Borrowers not less than five (5) Business Days and not more than 45 days prior written notice of the proposed Capex Loan (each such notice being a “Capex Loan Request”), which notice shall specify and include the following, to the extent available (provided that information not available as of the date of the Capex Loan Request will be provided as soon as possible, but in no event later than, on or prior to the date of the applicable Capex Loan): (A) the proposed date and amount of the Capex Loan, (B) a list and description of the Eligible New Equipment (by model, make, manufacturer, serial number and/or such other identifying information as may be reasonably requested by Agent), (C) the Hard Costs and total purchase price for such Eligible New Equipment (and in increments the terms of $1,000 in excess thereofpayment of such purchase price), (D) and shall be limited an itemized invoice from the applicable manufacturer or seller (to no more than 80% include the purchase price of the hard Eligible New Equipment, installation costs and taxes for such Equipment), (E) a signed bill of lading or similar documentation evidencing the delivery of such Eligible New Equipment to a location of Borrowers, (F) evidence satisfactory to Agent of the Acquired M&E for which delivery and installation of such advance is requested. Borrower shall execute Eligible New Equipment, (G) [reserved], (H) [reserved], and (I) such other information and deliver to LaSalle a Capex Note documents as Agent may from time to time when the aggregate amount of Capex Loans made but not evidenced by a Capex Note equals or exceeds $500,000; provided, however, that notwithstanding the aggregate amount of Capex Loans made but not evidenced by a Capex Note, Borrower shall execute and deliver to LaSalle a Capex Note on each August 31 during the term of this Agreement in an amount equal to the then-outstanding amount of Capex Loans made but not evidenced by a Capex Note. Principal payable on account of the Capex Loan shall be payable in successive monthly installments (i) payable on the first day of each month, the first of which installments shall be due and payable on the first day of the month immediately following the date of each Capex Note and (ii) based on an amortization schedule consisting of sixty (60) equal and level payments under each Capex Note; provided, however, that the entire unpaid principal balance of the Capex Loan shall be due and payable in full upon the expiration of the Original Term of this Agreement; and, provided further, that in the event that the Original Term of this Agreement is initially or subsequently renewed in accordance reasonably request with paragraph 12 hereof, then Borrower shall continue to make such equal and level monthly principal payments under each Capex Note, with a final installment equal to the unpaid principal balance of the Capex Loan and any other amounts outstanding due and payable upon the expiration of the Renewal Term. Notwithstanding anything hereinabove to the contrary, the entire unpaid principal balance of the Capex Loan, and any accrued and unpaid interest thereon, shall be immediately due and payable upon the earlier to occur of (i) the last day of the Original Term or the last day of any Renewal Term, if either LaSalle or Borrower elects to terminate this Agreement as of the end of any such Original or Renewal Term and (ii) the acceleration of the Liabilities pursuant to paragraph 17 of this Agreementrespect thereto. (b) If Borrower sells any Equipment, or if Borrower sells any real property subject to a Mortgage or if any of the Collateral is damaged, destroyed or taken by condemnation, Borrower shall pay to LaSalle, unless otherwise specifically provided herein or otherwise agreed to by LaSalle, as and when received by Borrower and as a mandatory prepayment of the Capex Loan, to be applied against the last maturing installments of principal thereof, in the inverse order thereof (or, at LaSalle's option, such of the other Liabilities of Borrower as LaSalle may elect), a sum equal to the proceeds received by Borrower from (i) such sale or (ii) such damage, destruction or condemnation; provided, however, that without LaSalle's consent, unless and until an Event of Default has occurred and is continuing: (i) obsolete or worn out Equipment may be sold or otherwise disposed of by Borrower and the proceeds thereof may be retained by Borrower, so long as the fair market value of any such Equipment sold or otherwise disposed of in any single transaction is less than $5,000, and the fair market value, in the aggregate, of all such Equipment sold or otherwise disposed of by Borrower during any twelve-month period is less than $20,000; and (ii) proceeds of Collateral arising from the damage, destruction or condemnation thereof may be retained by Borrower and used by Borrower to repair, restore or replace such Collateral, as the case may be, so long as the fair market value of any such Collateral damaged, destroyed or condemned in any single incident is less than $5,000, and the fair market value, in the aggregate, of all such Collateral owned by Borrower and damaged, destroyed or condemned during any twelve-month period is less than $20,000.

Capex Loans. With respect to Capex Loans issued, on the Amendment No. 1 Effective Date and/or at any time thereafter, in addition to the conditions specified in clauses (a) From and (b) above as applicable, (i) no Capex Loan shall be issued if after giving effect to the Closing Date, LaSalle shall make non-revolving loans and advances (collectivelyissuance of such proposed Capex Loan, the "Capex Loan") to Borrower as Borrower shall from time to time request in an aggregate amount of up to but not exceeding Five Million and 00/100 all Capex Loans would exceed the Capex Sublimit; ($5,000,000.00), in accordance with the terms of this paragraph 3(a). Each request for a ii) each Capex Loan advance shall be made in writing, together with invoices and other documentation acceptable to LaSalle evidencing the hard costs of the machinery and equipment acquired or to be acquired with the proceeds of the requested Capex Loan advance ("Acquired M&E"). Each Capex Loan advance issued shall be in an a principal amount not less than $100,000 5,000,000 or the remaining availability of the Capex Sublimit (if less); (iii) any principal amounts repaid in respect of the Capex Loans may not be reborrowed; (iv) the proceeds of each Capex Loan shall be used solely to reimburse Borrowers for the cash payments previously paid by Borrowers for the purchase price for the Eligible New Equipment specified in the Capex Loan Request applicable to such Capex Loan; provided, that no Capex Loan Request shall include any Eligible New Equipment that supports any other Capex Loan, except for additional progress payments for a particular piece of Eligible New Equipment, (v) a single Capex Loan may be used to reimburse Borrowers for the purchase price of one or more items constituting Eligible New Equipment specified in the Capex Loan Request required to be delivered to Agent. (vi) Agent shall have received from Borrowers not less than five (5) Business Days and not more than 45 days prior written notice of the proposed Capex Loan (each such notice being a “Capex Loan Request”), which notice shall specify and include the following, to the extent available (provided that information not available as of the date of the Capex Loan Request will be provided as soon as possible, but in no event later than, on or prior to the date of the applicable Capex Loan): (A) the proposed date and amount of the Capex Loan, (B) a list and description of the Eligible New Equipment (by model, make, manufacturer, serial number and/or such other identifying information as may be reasonably requested by Agent), (C) the Hard Costs and total purchase price for such Eligible New Equipment (and in increments the terms of $1,000 in excess thereofpayment of such purchase price), (D) and shall be limited an itemized invoice from the applicable manufacturer or seller (to no more than 80% include the purchase price of the hard Eligible New Equipment, installation costs and taxes for such Equipment), (E) a signed bill of lading or similar documentation evidencing the delivery of such Eligible New Equipment to a location of Borrowers, (F) evidence satisfactory to Agent of the Acquired M&E for which delivery and installation of such advance is requested. Borrower shall execute Eligible New Equipment, (G) [reserved], (H) [reserved], and (I) such other information and deliver to LaSalle a Capex Note documents as Agent may from time to time when the aggregate amount of Capex Loans made but not evidenced by a Capex Note equals or exceeds $500,000; provided, however, that notwithstanding the aggregate amount of Capex Loans made but not evidenced by a Capex Note, Borrower shall execute and deliver to LaSalle a Capex Note on each August 31 during the term of this Agreement in an amount equal to the then-outstanding amount of Capex Loans made but not evidenced by a Capex Note. Principal payable on account of the Capex Loan shall be payable in successive monthly installments (i) payable on the first day of each month, the first of which installments shall be due and payable on the first day of the month immediately following the date of each Capex Note and (ii) based on an amortization schedule consisting of sixty (60) equal and level payments under each Capex Note; provided, however, that the entire unpaid principal balance of the Capex Loan shall be due and payable in full upon the expiration of the Original Term of this Agreement; and, provided further, that in the event that the Original Term of this Agreement is initially or subsequently renewed in accordance reasonably request with paragraph 12 hereof, then Borrower shall continue to make such equal and level monthly principal payments under each Capex Note, with a final installment equal to the unpaid principal balance of the Capex Loan and any other amounts outstanding due and payable upon the expiration of the Renewal Term. Notwithstanding anything hereinabove to the contrary, the entire unpaid principal balance of the Capex Loan, and any accrued and unpaid interest thereon, shall be immediately due and payable upon the earlier to occur of (i) the last day of the Original Term or the last day of any Renewal Term, if either LaSalle or Borrower elects to terminate this Agreement as of the end of any such Original or Renewal Term and (ii) the acceleration of the Liabilities pursuant to paragraph 17 of this Agreementrespect thereto. (b) If Borrower sells any Equipment, or if Borrower sells any real property subject to a Mortgage or if any of the Collateral is damaged, destroyed or taken by condemnation, Borrower shall pay to LaSalle, unless otherwise specifically provided herein or otherwise agreed to by LaSalle, as and when received by Borrower and as a mandatory prepayment of the Capex Loan, to be applied against the last maturing installments of principal thereof, in the inverse order thereof (or, at LaSalle's option, such of the other Liabilities of Borrower as LaSalle may elect), a sum equal to the proceeds received by Borrower from (i) such sale or (ii) such damage, destruction or condemnation; provided, however, that without LaSalle's consent, unless and until an Event of Default has occurred and is continuing: (i) obsolete or worn out Equipment may be sold or otherwise disposed of by Borrower and the proceeds thereof may be retained by Borrower, so long as the fair market value of any such Equipment sold or otherwise disposed of in any single transaction is less than $5,000, and the fair market value, in the aggregate, of all such Equipment sold or otherwise disposed of by Borrower during any twelve-month period is less than $20,000; and (ii) proceeds of Collateral arising from the damage, destruction or condemnation thereof may be retained by Borrower and used by Borrower to repair, restore or replace such Collateral, as the case may be, so long as the fair market value of any such Collateral damaged, destroyed or condemned in any single incident is less than $5,000, and the fair market value, in the aggregate, of all such Collateral owned by Borrower and damaged, destroyed or condemned during any twelve-month period is less than $20,000.