First Lien Credit Agreement. (a) Capitalized terms used in this Agreement, including the preamble and introductory paragraphs hereto, and not otherwise defined herein have the meanings specified in the First Lien Credit Agreement.
First Lien Credit Agreement. This FIRST LIEN CREDIT AGREEMENT is entered into as of September 4, 2019 by and among Cannes CHS Merger Sub, Inc., a Delaware corporation (“Merger Sub” or the “Initial Borrower”) (which on the Closing Date shall be merged with and into Convey Health Solutions, Inc., a Delaware corporation (such merger, the “Closing Date Merger”), with Convey Health Solutions, Inc. surviving such Closing Date Merger as the “Borrower”), Convey Health Parent, Inc., a Delaware corporation (the “Company” or “Holdings”), Ares Capital Corporation, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) under the Loan Documents and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) under the Loan Documents, SunTrust Bank, as Priority Revolving Agent (in such capacity, together with its successors and assigns in such capacity, the “Priority Revolving Agent”) and as an Issuing Bank and a Swing Line Lender, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
First Lien Credit Agreement promptly upon execution and delivery thereof, copies of any material amendment, restatement, supplement or other modification to or waiver of the First Lien Credit Agreement or collateral documents related thereto entered into after the date hereof;
First Lien Credit Agreement. The First Lien Credit Agreement shall have become effective in accordance with its terms and the Borrower shall have received $600,000,000 in gross proceeds from the borrowing of First Lien Loans thereunder.
First Lien Credit Agreement. This FIRST LIEN CREDIT AGREEMENT is entered into as of August 6, 2019, among HC Group Holdings II, LLC (formerly known as Beta Sub, LLC), a Delaware limited liability company (“Merger Sub 2” through the consummation of the Merger, and immediately after the consummation of the Merger and the effectiveness of this Agreement until the consummation of the Debt Assumption, the “Initial Borrower”), BioScrip, Inc., a Delaware corporation (the “Company” and, upon the consummation of the Debt Assumption, the “Parent Borrower”), the other Borrowers party hereto from time to time, the Guarantors party hereto from time to time, BANK OF AMERICA, N.A., as Administrative Agent, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
First Lien Credit Agreement. In the event any Pledgor shall create any additional security interest upon any property or assets to secure any Credit Facility Obligations, it shall concurrently grant a security interest to the Collateral Agent for the benefit of the Secured Parties upon such property as security for the Secured Obligations. In the event any Pledgor shall undertake any actions to perfect or protect any liens on any assets pledged in connection with the First Lien Credit Agreement or other First Priority Liens, such Pledgor shall also at the same time undertake such actions with respect to the Collateral for the benefit of the Collateral Agent without request by the Collateral Agent.
First Lien Credit Agreement. The Company and each Guarantor shall not, directly or indirectly: (a) amend or modify any of the terms or provisions of the First Lien Credit Agreement, except as permitted by Section 5.3(a) of the Intercreditor Agreement; (b) cause, or purport to cause, the Liens securing the Obligations to cease to be Permitted Liens as defined therein; or (c) grant any Lien for the benefit of the lenders thereunder, except to the extent permitted hereunder or required by the Intercreditor Agreement.
First Lien Credit Agreement. The “Loan Documents” (as defined in the First Lien Credit Agreement) required by the terms of the First Lien Credit Agreement to be executed on the Closing Date shall have been, or substantially concurrently with the making of the Loans hereunder on the Closing Date shall be, duly executed and delivered by each Loan Party that is party thereto and the term loans under the First Lien Credit Agreement shall have been, or substantially concurrently with the making of the Loans hereunder on the Closing Date will be, funded. For purposes of determining whether the conditions specified in this Section 4.01 have been satisfied on the Closing Date, by funding the Loans hereunder, the Administrative Agent and each Lender shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent or such Lender, as the case may be. Notwithstanding the foregoing, to the extent that the Lien on any Collateral is not or cannot be created or perfected on the Closing Date (other than (a) execution and delivery of the Security Agreement by the Loan Parties, (b) a Lien on Collateral that is of the type that may be perfected by the filing of a UCC-1 financing statement under the UCC and (c) a Lien on the Capital Stock of each Borrower and each Subsidiary Guarantor (other than any subsidiary of the Target the certificate evidencing the Capital Stock of which has not been delivered to NewCo2 at least two Business Days prior to the Closing Date, to the extent NewCo2 has used commercially reasonable efforts to procure delivery thereof) that may be perfected on the Closing Date by the delivery to the First Lien Agent of a stock or equivalent certificate (together with a stock power or similar instrument endorsed in blank for the relevant certificate)), in each case after NewCo2’s use of commercially reasonably efforts to do so without undue burden or expense, then the creation and/or perfection of such Lien shall not constitute a condition precedent to the availability or initial funding of the Term Facility on the Closing Date.
First Lien Credit Agreement. The Administrative Agent shall have received a duly executed copy of Third Amendment to the First Lien Credit Agreement, in form and substance reasonably satisfactory to the Required Lenders.
First Lien Credit Agreement. Any amendment, modification, waiver or consent of the First Lien Credit Agreement or First Lien Loan Documents or any certificate, written report , appraisal or notice delivered to any Loan Party by the First Lien Agent or the lenders or other secured parties under the First Lien Credit Agreement (subject to applicable confidentiality and non-disclosure requirements); Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to Section 5.02(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.
