Junior Loan Clause Samples

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Junior Loan. The parties acknowledge that the Company is the borrower of a loan in the amount of $13,000,000 from Financial (the “Junior Loan”), the repayment of which is secured by the assets of the Company. The parties agree that the Subordinate Loan Agreement (the “Junior Loan Agreement”) and other documents evidencing the Junior Loan (collectively, the “Junior Loan Documents”) shall be amended as follows: 5.4.1 to permit the Company to make annual distributions totaling $1,015,000, beginning on January 1, 2018 and continuing until Closing and payable pro-rata on a quarterly basis to the MGM Principals after payment of all interest due under the Senior Loan and the Junior Loan, except Contingent Interest (as defined in such documents), which shall be paid after such distributions. The Junior Loan Documents shall also permit tax distributions, as necessary. The Company will make no further distribution to its Members as such without the consent of the Buyer for so long as this Agreement remains in effect; 5.4.2 to eliminate the Option Agreement as a benefit to the lender under the Junior Loan Documents; 5.4.3 to allow the Company to pay off the Junior Loan at par, without penalty or premium, beginning October 1, 2019; 5.4.4 to allow the Company to resume the annual distributions permitted under the Junior Loan Documents, in the event that Closing does not occur by September 30, 2019; 5.4.5 for the Company to confirm to Financial that except as disclosed to Buyer or Financial and except to the extent inconsistent with the terms or requirements of this Agreement, the representations and warranties contained in the following sections of the Junior Loan Agreement will be true and correct as of Closing: Sections 5.01, 5.02, 5.03, 5.05, 5.08, 5.10, 5.12, 5.13, 5.14, 5.15, 5.16, 5.17, 5.18, 5.20, 5.21 and 5.22; and if MMAC is the Buyer at Closing, the Company will confirm the foregoing representations and warranties to MMAC at Closing; and 5.4.6 to eliminate the death or incompetence of a Key Principal as an Event of Default.
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Junior Loan. The definition of Junior Loan is hereby deleted and ------------ replaced in its entirety with the following: any indebtedness incurred by Owners which is secured by a mortgage, pledge, and related security instruments against, among other things, the membership interests of ▇▇ ▇▇ Holdings in AL Investors Development and AL Investors II and/or the membership interests of AL Investors Development or AL Investors II in the Facility Entities. Initially, the Junior Loan is evidenced by that certain Loan Agreement among ▇▇ ▇▇ Holdings, AL Investors II, AL Investors Development and the Facility Entities and Senior Housing Partners I, L.P. dated on or about the same date hereof, as subsequently amended ("Initial Junior Loan").
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Junior Loan. The definition of Junior Loan is hereby deleted and ------------ replaced in its entirety with the following: any indebtedness incurred by Owners which is secured by a mortgage, pledge, and related security instruments against, among other things, the membership interests of AL Investors in the Facility Entities. Initially, the Junior Loan is evidenced by that certain Loan Agreement among AL Investors (and the Facility Entities) and Senior Housing Partners I, L.P. dated on or about the same date hereof, as subsequently amended ("Initial Junior Loan").
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Junior Loan. On the Closing Date, subject to the terms and conditions of this Agreement, Lender shall make a loan to Borrower in the principal amount of $23 million (the “Junior Loan”), which shall be funded in full at Closing. The Senior Loan and the Junior Loan are collectively referred to herein as the “Loan”.
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Junior Loan. Borrower shall not (i) except to the extent expressly permitted in the Junior Loan Subordination Provisions, increase, renew, restate, replace, supplement, extend, amend or modify any Junior Loan Document or any indebtedness secured or evidenced by any Junior Loan Document (the "Junior Indebtedness") (and the total indebtedness secured or evidenced by the Junior Loan Documents shall not be increased) unless the Administrative Agent, prior to the effectiveness of any such increase, renewal, restatement, replacement, supplement, extension, amendment or modification, shall have executed a written instrument evidencing its consent to such action, (ii) execute any document securing, evidencing or guarantying any of the Junior Indebtedness (other than the Junior Loan Documents) or (iii) take any action, or refrain from taking any action, inconsistent with the Junior Loan Subordination Provisions.
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Junior Loan. Borrower shall not permit Junior Borrower to make or enter into any changes to the terms of the Junior Loan Documents without Lender's prior written consent. Borrower shall cause Lender to be provided with all notices sent or received by Junior Borrower under the Junior Loan.
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Junior Loan. A draft of the Junior Loan Documents in form and substance reasonably satisfactory to Lender prior to their execution and, upon their execution, a copy of the fully executed Junior Loan Documents; and evidence that the Junior Loan has been fully advanced by the Junior Lender. The Lender and the Junior Lender shall also have executed the Subordination Agreement in form and substance satisfactory to Lender.
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Junior Loan. The Junior Loan is not repaid in full within three (3) Business Days after the Effective Date.
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Related to Junior Loan

  • Bridge Loan (a) If the Bridge Loan (together with accrued and unpaid interest thereon) has not been repaid in full on or prior to the one (1) year anniversary of the date of this Agreement (the “Repayment Option Date”), then, on the Repayment Option Date (or the first Business Day thereafter to the extent the Repayment Option Date does not fall on a Business Day), and not thereafter, Dynegy may, or may cause any of its Controlled Affiliates to, contribute to the Company an amount up to the Option Bridge Loan Amount, in exchange for Units at the price per Unit as of the date of this Agreement (such transaction, the “Dynegy Repayment Option”), and the Company shall use the proceeds from such contribution to partially repay the Bridge Loan. (b) If the Bridge Loan (together with accrued and unpaid interest thereon) has not been repaid in full and Dynegy does not exercise the Dynegy Repayment Option in full on the Repayment Option Date (or the first Business Day thereafter to the extent the Repayment Option Date does not fall on a Business Day), at any time after the Repayment Option Date, ECP may, or may cause the lender under the Bridge Loan to, convert all or any portion of the then Outstanding Bridge Loan Amount (all or such portion thereof, the “Conversion Amount”) into the number of Units equal to the quotient of (i) the product of (A) the Conversion Amount, multiplied by (B) the Conversion Multiple, divided by (ii) the price per Unit as of the date of this Agreement, and such Conversion Amount shall be deemed repaid in accordance with the terms of the Bridge Loan Agreement. (c) If Dynegy exercises the Dynegy Repayment Option in full, on the Repayment Option Date, ECP shall, or shall cause the lender under the Bridge Loan to, convert the remaining Outstanding Bridge Loan Amount into Units at the price per Unit as of the date of this Agreement, and such converted amount shall be deemed repaid in accordance with the terms of the Bridge Loan Agreement. (d) None of the terms or procedures set forth in Section 4.02 shall apply to this Section 4.11. The Board shall take all necessary action to effectuate the provisions of this Section 4.11, including authorizing and issuing the Units in respect of any Conversion Amount or in respect of a conversion pursuant to Section 4.11(a) or Section 4.11(c). Notwithstanding anything to the contrary in Section 2.06(c), no vote of the Board shall be required to effectuate the issuance of any Units pursuant to this Section 4.11.

  • Existing Loan Seller represents and warrants to Buyer that the Existing Loan is the only indebtedness secured by the Property and that the information contained on Exhibit H is true, correct and complete in all material respects. To Seller’s Knowledge, neither Seller nor any guarantor is in default or breach of any provisions of the documents evidencing the Existing Loan and, to Seller’s Knowledge, no event or circumstance has occurred or exists which but for the passage of time would be a default under the Existing Loan. At Closing, Buyer shall accept the conveyance of the Property subject to the Existing Loan, including, without limitation, all liens securing its payment. If this Contract is still pending, by no later than fifteen (15) days after the Effective Date, Seller shall cause Existing Lender to deliver to Buyer (or for Seller to deliver to Buyer) a complete assumption and application, and thereafter Buyer shall, at its sole cost and expense, during the pendency of this Contract use diligent, commercially reasonable efforts, in cooperation with Seller, to facilitate Buyer’s assumption of the Existing Loan, including, without limitation, promptly furnishing and/or paying for all items required by the holder of the Existing Loan or its servicer to process Buyer’s application and pay all costs required by the holder of the Existing Loan or its servicer (such costs and all other costs and expenses of the holder of the Existing Loan or its servicer to consider, investigate, process, approve and document the transaction contemplated by this Contract, including all application, underwriting, legal, rating agency and assumption fees, being sometimes collectively referred to as the “Assumption Costs”); provided, however, in no event shall the Assumption Costs include any legal fees of Seller’s own counsel or legal fees of Existing Lender’s counsel necessitated by Seller’s negotiation of the Assumption Documents or necessitated by Seller’s pursuit of an exchange contemplated by Section 16.14 hereof. In addition, any assumption fee based solely on the amount of the Existing Loan need not be paid until Closing. Such efforts by Buyer shall include causing Buyer’s rights under this Contract to be assigned by no later than Closing to a single purpose entity or other special purpose entity as required by the holder of the Existing Loan or its servicer and causing an appropriate guarantor (“New Guarantor”) to become a guarantor of any non-recourse carveouts and environmental indemnitees of the Existing Loan in place and stead of the principals of Seller from and after the Closing Date. If the Assumption Documents require that Buyer or New Guarantor give representations or warranties to Existing Lender with respect to matters affecting the Property prior to Closing, Seller and such principals of Seller currently liable therefor shall indemnify, defend and hold harmless Buyer and New Guarantor from all claims from Existing Lender and all damages, costs and expenses owed to Existing Lender as a result of a breach thereof, provided that the representations and warranties so made are limited to reasonable matters affecting the Property prior to Closing. Except as expressly provided in this Section 4.4, Buyer, and not Seller, shall be responsible for all costs, fees and expenses incurred or payable as a result of the Assumption Costs and complying with the requirements of the Existing Loan for an assumption, and Buyer hereby agrees to indemnify, defend and hold harmless Seller from all of said costs, fees and expenses. Buyer’s foregoing indemnity regarding the Assumption Costs shall survive Closing and any termination of this Contract. The liens, assignments and security interests of the Existing Loan shall each be Permitted Exceptions (as shall be the Assumption Document to be executed at Closing).

  • The Loan Section 2.01. (a) ADB agrees to lend to the Borrower from ADB's ordinary capital resources an amount of one hundred million Dollars ($100,000,000), as such amount may be converted from time to time through a Currency Conversion in accordance with the provisions of Section 2.06 of this Loan Agreement.

  • Acquisition Loans Each Acquisition Lender severally agrees, subject to the limitations set forth below with respect to the maximum amount of Acquisition Loans permitted to be outstanding from time to time, to lend to Company from time to time during the period from the Merger Date to but excluding the Acquisition Loan Commitment Termination Date an aggregate amount not exceeding its Pro Rata Share of the aggregate amount of the Acquisition Loan Commitments to be used for the purposes identified in subsection 2.5C. The original amount of each Acquisition Lender's Acquisition Loan Commitment is set forth opposite its name on SCHEDULE 2.1 annexed hereto and the aggregate original amount of the Acquisition Loan Commitments is $25,000,000; PROVIDED that the Acquisition Loan Commitments of the Acquisition Lenders shall be adjusted to give effect to any assignments of the Acquisition Loan Commitments pursuant to subsection 10.1B; PROVIDED FURTHER that the amount of the Acquisition Loan Commitments shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsections 2.4B(ii) and 2.4B(iii). Each Acquisition Lender's Acquisition Loan Commitment shall expire on the Acquisition Loan Commitment Termination Date and all Acquisition Loans and all other amounts owed hereunder with respect to the Acquisition Loans and the Acquisition Loan Commitments shall be paid in full no later than that date; PROVIDED that each Acquisition Lender's Acquisition Loan Commitment shall expire immediately and without further action on October 31, 1998, if the Tranche B Term Loans are not made on or before that date. Amounts borrowed under this subsection 2.1A(v) may be repaid and reborrowed to but excluding the Acquisition Loan Commitment Termination Date.

  • Term Loan (a) Subject to the terms and conditions of this Agreement, each Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share of the Term Loan to the Borrower on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Notice.