Last Out Term Advances Clause Samples
The "Last Out Term Advances" clause defines the terms under which certain lenders, typically those with a lower repayment priority, provide additional loan advances in a multi-tranche financing arrangement. This clause specifies the conditions, limits, and procedures for these last-out lenders to make further advances, often after the first-out lenders have reached their lending limits. In practice, it clarifies the order of funding and repayment, ensuring that all parties understand their rights and obligations. The core function of this clause is to facilitate additional financing while clearly allocating repayment priority and risk among different classes of lenders.
Last Out Term Advances. The Borrower shall repay to the Administrative Agent for the ratable account of the Last Out Term Lenders the aggregate outstanding principal amount of the Last Out Term Advances on the Termination Date provided, however, that no repayment or prepayment of Last Out Term Advances may be made until the First Out Final Payment Date has occurred.
Last Out Term Advances any payment, distribution or other consideration in respect of the Last Out Term Advances is made prior to the First Out Final Payment Date (other than payments of interest pursuant to Section 2.20(c), payments of fees, enhanced yield, costs and expenses pursuant to Section 2.20(d) or the payment of any gross-up amount by the Borrower to any Last Out Term Lender pursuant to Section 2.20(e));
Last Out Term Advances. The Last Out Term Borrowing shall be made on the Closing Date on notice, given not later than 12:00 P.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Last Out Term Borrowing consisting of Eurodollar Rate Advances, or the first Business Day prior to the date of the proposed Borrowing in the case of a Last Out Term Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Last Out Term Lender prompt notice thereof by telecopier or electronic mail. Each such notice of a Borrowing (a “Notice of Last Out Term Borrowing”) shall be by telephone, confirmed immediately in writing by telecopier or electronic mail in PDF format, in substantially the form of Exhibit B hereto, specifying therein the requested (i) Type of Advances comprising such Borrowing and (ii) aggregate amount of such Borrowing, which shall equal the aggregate Last Out Term Commitments of all of the Last Out Term Lenders. Each Last Out Term Lender shall, before 12:00 P.M. (New York City time) on the Closing Date, make available for the account of its Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Last Out Term Lender’s ratable portion of the Last Out Term Borrowing in accordance with the respective Last Out Term Commitments of such Last Out Term Lender and the other Last Out Term Lenders. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower’s Account, for onward transmission to the bank account notified to the Administrative Agent by the Borrower from time to time into which monies are permitted to be deposited in accordance with the provisions of this Agreement. Notwithstanding anything herein to the contrary, the Borrower is deemed to have provided a Notice of Last Out Term Borrowing to the Administrative Agent in accordance with the foregoing provisions requesting that on the Closing Date (i) a Last Out Term Borrowing of Base Rate Advances be made by all Last Out Term Lenders, and (ii) such Last Out Term Borrowing equal the aggregate Last Out Term Commitments of all Last Out Term Lenders.
Last Out Term Advances. Notwithstanding anything to the contrary contained herein or in any other Loan Document, in order to reflect the first-in, last-out nature of the Last Out Term Advances, the following provisions shall apply at all times:
Last Out Term Advances. Each Last Out Term Lender severally agrees, on the terms and conditions hereinafter set forth, to make a single term advance (the “Last Out Term Advances”) to the Borrower on the Closing Date in the amount of such Last Out Term Lender’s Last Out Term Commitment at such time. The Last Out Term Borrowing shall consist of Last Out Term Advances made simultaneously by the Last Out Term Lenders ratably according to their Last Out Term Commitments. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed.
Last Out Term Advances. Notwithstanding anything to the contrary contained herein or in any other Loan Document, in order to reflect the last out nature of the Last Out Term Advances, the following provisions shall apply at all times from and after the Second Amendment Effective Date (both before and after the filing of any Insolvency Proceeding):