Loans. (a) Subject to the terms and conditions of this Agreement, each Lender shall make Loans to the Borrower from time to time, on any Business Day during Availability Period, in an aggregate amount equal to the product of (x) the aggregate amount requested by the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increase.

Appears in 4 contracts

Sources: Credit Agreement (Carlyle AlpInvest Private Markets Fund), Credit Agreement (Carlyle AlpInvest Private Markets Fund), Credit Agreement (Carlyle AlpInvest Private Markets Fund)

Loans. (a) Subject to the terms and conditions of set forth in this ~~Agreement~~Loan Agreement and the other Loan Documents, ~~each~~ Lender ~~shall make Loans~~ hereby agrees to ~~the Borrower~~ provide to Borrower, on a revolving basis from time to ~~time~~time during the period commencing on the Closing Date and continuing through the Termination Date, on such amounts as Borrower may request hereunder (the “Revolving Credit Loans”); provided, however, the total principal amount outstanding at any ~~Business Day during Availability Period, in~~ time will not exceed $25,000,000.00 (the “Revolving Credit Commitment”) minus the Letter of Credit Liabilities. If at any time the outstanding Revolving Credit Loans exceed an ~~aggregate~~ amount equal to the ~~product~~ Revolving Credit Commitment, minus the Letter of Credit Liabilities, Borrower shall immediately repay to Lender such excess amount, plus all accrued but unpaid interest thereon. Subject to the terms and conditions hereof, Borrower may borrow, repay and reborrow hereunder. All Revolving Credit Loans will be collectively called the “Loans”. Lender reserves the right to require Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest at rate based on the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rate, specifying (x1) the aggregate amount of such requested by Advance, (2) the ~~Borrower~~ requested date of such Advance, (3) the purpose for such Advance, with each Advance to be requested in a form satisfactory to Lender, and (y4) if such ~~Lender’s Applicable Percentage~~Advance will be a Eurodollar Borrowing, ~~by making immediately available funds available~~ the Interest Period applicable to ~~the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that (i) the Principal Outstanding Amount of~~ such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfiedBorrowing. (b) The unpaid principal of the Loans, together with all accrued and unpaid interest thereon, shall be due and payable on the Termination Date. (i) Borrower ~~may request~~ may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing the following Business Day to Lender, at any time and from time to time terminate in whole or permanently reduce in part the Revolving Credit Commitment in an ~~increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase~~ amount up to the ~~Agent (~~amount by which the Revolving Credit Commitment exceeds the sum of all outstanding Revolving Credit Loans and ~~the Agent shall promptly distribute a copy~~ Letter of Credit Liabilities; provided, any such ~~request to each~~ partial reduction of the ~~Lenders), no later~~ Revolving Credit Commitment shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount. Borrower’s notice to Lender shall designate the date (which shall be a Business Day and shall not be more than ~~twelve~~ fifteen (1215) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the after Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by provides written notice to ~~the Borrower~~ Lender) of such termination or reduction and the ~~Agent advise~~ amount of any partial reduction, and such termination or reduction of the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice Revolving Credit Commitment shall be ~~delivered to~~ effective on the ~~Agent~~ date specified in Borrower’s notice. (ii) Upon an Event of Default specified in Section 9.01(e), the Revolving Credit Commitment and the ~~Borrower no fewer than five (5) Business Days prior~~ commitment to ~~the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase~~issue, ~~a portion of such increase~~amend, extend, or ~~decline to accept any~~ renew Letters of ~~such increase in its Tranche A Committed Loan Limit~~ Credit shall automatically terminate without notice or ~~the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing~~ other action by Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increase.

Appears in 3 contracts

Sources: Loan Agreement, Loan Agreement (Del Frisco's Restaurant Group, Inc.), Loan Agreement (Del Frisco's Restaurant Group, Inc.)

Loans. ~~(a) Subject to~~ In the ~~terms and conditions~~ event of ~~this Agreement~~a Tax Protection Period Transfer described in Section 2.1(a), each ~~Lender shall make Loans to~~ Protected Partner shall, within 30 days after the ~~Borrower~~ closing of such Tax Protection Period Transfer, receive from ~~time to time, on any Business Day during Availability Period,~~ the Operating Partnership an interest-free cash loan in an ~~aggregate~~ amount equal to the ~~product~~ estimated Make Whole Amount applicable to such Tax Protection Period Transfer. If it is later determined that the true Make Whole Amount applicable to a Protected Partner exceeds the estimated Make Whole Amount applicable to such Protected Partner, then the Operating Partnership shall make a further interest-free cash loan of ~~(x)~~ such excess to such Protected Partner within 90 days after the ~~aggregate amount requested~~ closing of the Tax Protection Period Transfer, and if such estimated Make Whole Amount exceeds the true Make Whole Amount, then such Protected Partner shall promptly repay such excess to the Operating Partnership without interest, but only to the extent loan proceeds representing such excess were actually received by such Protected Partner. Loans made by the ~~Borrower~~ Operating Partnership under this Section 2.2 shall not bear any interest and ~~(y) such Lender’s Applicable Percentage, by making immediately available funds available~~ shall be non-recourse to the ~~Agent~~ assets of the Protected Partner other than the OP Units held by such Protected Partner and the proceeds thereof. All loans made under this Section 2.2 shall become due and payable, and each Protected Partner shall repay to the Operating Partnership in cash such loans outstanding to such Protected Partner, on the date that is fifteen (~~or an account designated by~~ 15) years following the ~~Agent) in accordance with the terms hereof~~date such loan is made; provided, ~~that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit~~however, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to on or before the date that is ten (10) days following any distribution of cash from the Operating Partnership to a Protected Partner or any sale by the Protected Partner of its OP Units for cash or any sale of shares of stock of the REIT into which such ~~increase~~ OP Units are converted or for which they are exchanged for cash (each such transaction a “Cash Realization Event”), if the cash received by such Protected Partner in such Cash Realization Event exceeds the hypothetical tax owed (using the Protected Partner Tax Rate to calculate such tax) by such Protected Partner that is ~~requested~~ allocated to, or is projected to be ~~made effective (~~allocated to, such Protected Partner or otherwise realized since the ~~effective~~ date of ~~any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on~~ the last ~~Business Day~~ Cash Realization Event through the end of the then current taxable year as a ~~calendar quarter. Each request by~~ result of holding the ~~Borrower pursuant~~ OP units on which the distribution is made or which are converted to, or exchanged for, REIT stock and the REIT stock received therefor, including, without limitation the tax owed, if any, as a result of the Cash Realization Event, then such Protected Partner shall be obligated to make a mandatory prepayment of any loans to such Protected Partner under this Section 2.2 then outstanding equal to the ~~immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an~~ amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increaseexcess.

Appears in 3 contracts

Sources: Tax Protection Agreement (CoreSite Realty Corp), Tax Protection Agreement (CoreSite Realty Corp), Tax Protection Agreement (CoreSite Realty Corp)

Loans. (a) ~~Subject to~~ On the terms and ~~conditions of this Agreement, each Lender shall make Loans~~ subject to the conditions set forth in this Agreement (including the conditions precedent set forth in Article 4), the Borrower may from time to ~~time,~~ time on any Business Day during ~~Availability~~ the Revolving Period, request that each Conduit Lender and Committed Lender make an advance (each such advance made by a Lender, a “Loan”) in the amount of each such Conduit Lender’s or Committed Lender’s Lender Percentage of the Principal Amount of the Loan requested (each, a “Lender Advance”), to the Borrower on a Funding Date. (b) No later than 12:00 p.m., New York City time, one Business Day prior to a proposed Funding Date, the Borrower shall notify the Administrative Agent, the Agents and the Lenders of such proposed Funding Date and Loan by delivering to the Administrative Agent and the Agents (with a copy to the Securities Intermediary): (i) a Funding Request, which will include, among other things, the proposed Funding Date, whether such Loan shall bear Interest based on Term SOFR or Daily Simple SOFR, a calculation of the Borrowing Base (calculated as of the previous Determination Date or, with respect to the initial Funding Date or any Receivables added or to be added to the Collateral following such Determination Date, but prior to or on such date of determination, the related Cutoff Date), each as of the date the Loan is requested and the Principal Amount of the Loan requested, which shall be in an amount at least equal to $1,000,000 or integral multiples of $100,000 in excess thereof; and (ii) an updated Schedule of Receivables that includes each Receivable, if any, that is to be purchased by the Borrower with the proceeds of the proposed Loan. (c) Following receipt by the Administrative Agent, the Agents and the Lenders of a Funding Request, and prior to the Revolving Period Termination Date (i) each Conduit Lender (if any) may, in its sole discretion, make its Lender Advance of any Loan requested by the Borrower pursuant to Section 2.01(b), and (ii) each Committed Lender, to the extent not made by the Conduit Lender in its Lender Group (if any), severally agrees to make its Lender Advance of any Loan requested by the Borrower, in each case, subject to the conditions contained herein, in an aggregate amount equal to the ~~product of~~ Loan so requested. (xd) the aggregate amount requested by the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that In no event shall: (i) a Committed Lender be required on any date to fund a Principal Amount that would cause the ~~Principal~~ Loans Outstanding ~~Amount of~~ with respect to such Committed ▇▇▇▇▇▇’s ~~Loans (~~Lender Group, as determined after giving effect to ~~any Loan) shall not in any event~~ such funding, to exceed such ~~Lender’s~~ Committed ~~Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such~~ ▇▇▇▇▇▇’s ~~Tranche A~~ Commitment; (ii) any Loan be requested hereunder, nor shall any Lender be obligated to fund its Lender Advance of any Loan, to the extent that after giving effect to such Loan, the Loans ~~does not~~ Outstanding would exceed the Borrowing Base (calculated as of the previous Determination Date or, with respect to any Receivables added or to be added to the Collateral following such ~~▇▇▇▇▇▇’s Tranche A Committed Loan Limit~~Determination Date, but prior to or on such date of determination, the related Cutoff Date); and (iii) the ~~Tranche B~~ Principal ~~Outstanding~~ Amount ~~(after giving effect to~~ of the Loans made on any ~~Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not~~ Funding Date exceed the ~~Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied~~Available Amount on such day. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increase.

Appears in 3 contracts

Sources: Credit Agreement (Regional Management Corp.), Credit Agreement (Regional Management Corp.), Credit Agreement (Regional Management Corp.)

Loans. Buyer shall (ai) ~~Subject~~ obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees to whom Seller has made outstanding education loans, mortgage loans, and relocation loans (excluding any Participant Loans under the Seller's Savings Plans), (ii) subject to obtaining the consent of the applicable Transferred Employee if required by law, continue the payroll deductions pursuant to which such Transferred Employees are discharging such indebtedness, and (iii) as soon as practicable, but in no event more than thirty (30) days, after the date of deduction, remit such funds (together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted and the amount deducted for each Transferred Employee) to Seller for application by Seller to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee pursuant to the preceding sentence shall commence as of the Closing Date and continue until the earlier of the full amortization of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration to the Transferred Employee. Seller shall not seek to accelerate, cancel or otherwise change the terms of any education loans, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except in the case of a default by a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and ~~conditions~~ remittance of those funds and the related accounting, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything to the contrary in Article 12 of this Agreement or Section 11.6 of this Agreement, ~~each Lender~~ Seller shall ~~make Loans to the Borrower from time to time~~indemnify and hold harmless Buyer for all claims, ~~on any Business Day during Availability Period~~demands, ~~in an aggregate amount equal to the product~~ actions, proceedings, causes of action, liability, loss, cost, damage, and expense (~~x) the aggregate amount requested by the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent~~including reasonable attorney's fees) in ~~accordance~~ any way arising from or incurred as a result of Buyer's administration of the outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and the ~~terms hereof; provided, that (i) the Principal Outstanding Amount~~ amount and nature of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) this indebtedness shall be ~~satisfied. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering~~ identified on a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested Schedule 11.3.1 to be ~~made effective (~~prepared by Seller and submitted to Buyer before the ~~effective date of any such increase, a “Commitment Increase~~ Closing Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increase.

Appears in 3 contracts

Sources: Asset Purchase Agreement (Centurytel Inc), Asset Purchase Agreement (Centurytel Inc), Asset Purchase Agreement (Centurytel Inc)

Loans. (a) Subject to the terms and conditions ~~of this Agreement~~hereof, each Lender severally agrees during the Commitment Period to make revolving credit loans to one or more of the Permitted Borrowers in the respective applicable Core Currencies (each a “Revolving Loan” and, as the context may require, collectively with all other Revolving Loans of such Lender and with the Revolving Loans of all other Lenders, the “Revolving Loans”), provided that immediately after giving effect thereto: (i) the Aggregate Credit Exposure shall ~~make Loans~~ not exceed the Aggregate Commitments, (ii) the Aggregate Core Currency Credit Exposure shall not exceed the Aggregate Core Currency Commitments, and (iii) with respect to ~~the Borrower from time to time~~each Lender, ~~on any Business Day during Availability Period, in an aggregate amount equal to the product of~~ (x) the aggregate principal amount ~~requested by~~ of all Revolving Loans then outstanding from such Lender (determined on the ~~Borrower and~~ basis of the Dollar Equivalent for each outstanding Alternate Core Currency Revolving Loan), plus (y) the SL/LC Credit Exposure of such Lender, shall not exceed such Lender’s ~~Applicable Percentage, by making immediately available funds available~~ Core Currency Commitment. Subject to the ~~Agent~~ terms and conditions hereof, Revolving Loans shall be Core Currency Advances or, at the option of the applicable Borrower, solely with respect to Revolving Loans in Dollars, ABR Advances. The Revolving Loans, together with all accrued and unpaid interest thereon, shall mature and be due and payable in the applicable Currency on the Maturity Date. (~~or an account designated by the Agent~~b) ~~in accordance with~~ Subject to and upon the terms ~~hereof; provided~~and conditions set forth herein, the Swing Line Lender in its individual capacity agrees during the Swing Line Commitment Period to make loans to one or more of the Permitted Borrowers in the respective applicable Core Currencies (each a “Swing Line Loan” and, collectively, the “Swing Line Loans”), provided that immediately after giving effect thereto: (i) the ~~Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan)~~ Aggregate Credit Exposure shall not ~~in any event~~ exceed ~~such Lender’s Committed Loan Limit~~the Aggregate Commitments, (ii) the ~~Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does~~ Aggregate Core Currency Credit Exposure shall not exceed ~~such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit~~the Aggregate Core Currency Commitments, and (iii) the ~~Tranche B Principal Outstanding Amount~~ aggregate outstanding principal amount of all Swing Line Loans (~~after giving effect to any~~ determined on the basis of the Dollar Equivalent for each outstanding Alternate Core Currency Swing Line Loan) ~~of such ▇▇▇▇▇▇’s Tranche B Loans does~~ shall not exceed the ~~Tranche B Committed~~ Swing Line Commitment. Subject to the terms and conditions hereof, Swing Line Loans, shall be Swing Line Negotiated Rate Advances or, at the option of the applicable Borrower, solely with respect to Swing Line Loans in Dollars, ABR Advances. Swing Line Loans shall mature and be due and payable on the earlier of, with respect to each Swing Line Negotiated Rate Advance and Swing Line Loan ~~Limit~~ maintained as an ABR Advance, (x) the last day of the Interest Period applicable thereto and (ivy) ~~each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied~~the Maturity Date. (bc) ~~The Borrower may request an increase in~~ On any Business Day, the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders)Swing Line Lender may, no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole ~~discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section~~discretion, ~~shall by written~~ give notice to the ~~Borrower~~ Lenders and the ~~Agent advise the Borrower and Agent whether or not such Lender agrees to accept~~ Parent (on behalf of all ~~or any portion~~ applicable Borrowers) that its outstanding Swing Line Loans shall be funded with a borrowing of ~~such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable;~~ Revolving Loans (provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have ~~rejected~~ been automatically given upon the ~~Borrower’s request~~ occurrence of a Default or an Event of Default under Section 9(g) or (h)), in which case one or more borrowings of Revolving Loans constituting ABR Advances (or, subject to Section 3.9, constituting one or more Core Currency Advances specified by the Parent in accordance with Section 2.3(a) with a one month Interest Period (or such other Interest Period specified by the Parent in accordance with Section 2.3(a)) in the applicable Currency, as the case may be (each such borrowing a “Mandatory Borrowing”), shall be made on the fifth Business Day immediately succeeding such notice by each Lender pro rata based on its Core Currency Commitment Percentage immediately prior thereto, and the proceeds thereof shall be applied directly to the Swing Line Lender to repay the Swing Line Lender for ~~an increase~~ such outstanding Swing Line Loans. Each Lender hereby irrevocably agrees to make Revolving Loans in ~~such ▇▇▇▇▇▇’s Tranche A Committed~~ the applicable Currency pursuant to each Mandatory Borrowing in respect of any Swing Line Loan ~~Limit and/or~~ in the ~~Tranche B Committed Loan Limit~~ amount and in ~~full. Promptly following~~ the ~~conclusion~~ manner specified in the preceding sentence and on the date specified in writing by the Swing Line Lender notwithstanding (i) that the amount of the ~~Increase Approval Period~~Mandatory Borrowing may not comply with the minimum amount for Loans otherwise required hereunder, (ii) whether any conditions specified in Article 5 or 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing, (v) the aggregate principal amount of all Loans then outstanding, and (vi) the Aggregate Commitments, the ~~Agent shall notify~~ Aggregate Core Currency Commitments or the ~~Borrower~~ Aggregate Core Currency Credit Exposure at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the ~~results~~ commencement of ~~such request~~ any proceeding referred to ~~the Lenders. If the Agent and any Increasing Lender~~ in Section 9(g) or (~~which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion~~h)), ~~such increase will be effective~~ then each Lender agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Parent or the applicable Borrower on or after such date and prior to such purchase) from the Swing Line Lender such assignments in each outstanding Swing Line Loan as shall be necessary to cause the Lenders to share in each such Swing Line Loan ratably based upon their respective Core Currency Commitment Percentages at such time, provided that all interest payable on each such Swing Line Loan shall be for the account of the Swing Line Lender until the date as of which the respective assignment therein is purchased and, to the extent attributable to the purchased assignment, shall be payable to the relevant Lender from and after such date. Each Lender agrees promptly to indemnify the Swing Line Lender for any costs or expenses the Swing Line Lender may incur as a result of the failure of such Lender to fulfill its obligations under this Section 2.1(c). (d) Subject to the terms and conditions hereof, each Lender in its individual capacity agrees to make at any time and from time to time during the Commitment ~~Increase Date~~Period a loan or loans under one or more of its Individual Currency Commitments to one or more of the Permitted Borrowers in the respective applicable Non-Core Currencies (each an “Individual Currency Loan” and, as the context may require, collectively with all other Individual Currency Loans of such Lender and, as the context may require, with the Individual Currency Loans of all other Lenders, the “Individual Currency Loans”), provided that immediately after giving effect thereto: (i) the Aggregate Credit Exposure shall not exceed the Aggregate Commitments, (ii) the Aggregate Individual Currency Credit Exposure shall not exceed the Aggregate Individual Currency Commitments, and (iii) with respect to any Lender, the ~~Agent will deliver a written confirmation to~~ aggregate principal amount of the ~~Borrower specifying the new Tranche A Committed~~ Individual Currency Loans of such Lender denominated in an applicable Non-Core Currency shall not exceed such Lender’s Individual Currency Commitment in such applicable Non-Core Currency. Each Individual Currency Loan ~~Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit~~ shall be ~~in a minimum amount of USD 1,000,000,~~ due and ~~shall be conditioned~~ payable on the ~~payment by~~ earlier of (x) the ~~Borrower~~ last day of ~~any fee agreed by~~ the ~~Borrower~~ Interest Period applicable thereto and (y) the ~~Agent in connection with such increase~~Maturity Date.

Appears in 3 contracts

Sources: Credit Agreement (Tiffany & Co), Credit Agreement (Tiffany & Co), Credit Agreement (Tiffany & Co)

Loans. (a) ~~Subject to~~ On the terms and ~~conditions of this Agreement, each Lender shall make Loans~~ subject to the conditions set forth in this Agreement (including the conditions precedent set forth in Article 4), the Borrower may from time to ~~time,~~ time on any Business Day during ~~Availability~~ the Revolving Period, request that each Conduit Lender and Committed Lender make an advance (each such advance made by (i) a Class A Lender, a “Class A Loan”, and (ii) a Class B Lender, a “Class B Loan”) in the amount of each such Conduit Lender’s or Committed Lender’s Lender Percentage of the Principal Amount of the Loan requested (each, a “Lender Advance”), to the Borrower on a Funding Date; provided, however, that in the case of any request for such Class A Loan of the then current Class A Aggregate Commitment, the Borrower shall be required to request the portion of such Class A Loan in excess of 20% of the then current Class A Aggregate Commitment not later than 1:00 p.m., New York City time, thirty-five (35) days prior to the requested Funding Date; and provided further, however, that, notwithstanding the requirement above that each request to a Lender for a Lender Advance be in the amount of such Lender’s Lender Percentage of the Principal Amount of the Loan requested, on any Funding Date on or after an increase of the Commitment of the Credit Suisse Lender Group in accordance with Section 2.04, 100% of all requests for Lender Advances shall be made solely to the Credit Suisse Lender Group until such time as, with respect to each Lender Group, the ratio of Loans Outstanding of such Lender Group to the Commitment of such Lender Group shall be equal to that of every other Lender Group; provided further, however, that, notwithstanding the requirement above that each request to a Lender for a Lender Advance be in the amount of such Lender’s Lender Percentage of the Principal Amount of the Loan requested, with respect to any such requests made to Lenders in the Credit Suisse Lender Group, the Credit Suisse Agent, as Agent for the Credit Suisse Lender Group, shall have the right to reallocate the aggregate amount of such requests among the Lenders in the Credit Suisse Lender Group in its discretion. (b) No later than 12:00 p.m., New York City time, two Business Days prior to a proposed Funding Date, the Borrower shall notify the Administrative Agent, the Agents and the Lenders of such proposed Funding Date and Loan by delivering to the Administrative Agent and the Agents (with a copy to the Account Bank): (i) a Funding Request, which will include, among other things, the proposed Funding Date, a calculation of the Class A Borrowing Base and the Total Borrowing Base (calculated as of the previous Determination Date or, with respect to the initial Funding Date or any Receivables added or to be added to the Collateral following such Determination Date, but prior to or on such date of determination, the related Cutoff Date), each as of the date the Loan is requested and the Principal Amount of the Class A Loan and Class B Loan requested, which shall be in an amount at least equal to $1,000,000 or integral multiples of $100,000 in excess thereof; and (ii) an updated Schedule of Receivables that includes each Receivable, if any, that is to be purchased by the Borrower with the proceeds of the proposed Loan. (c) Following receipt by the Administrative Agent, the Agents and the Lenders of a Funding Request, and prior to the Revolving Period Termination Date (i) each Conduit Lender (if any) may, in its sole discretion, make its Lender Advance of any Loan requested by the Borrower pursuant to Section 2.01(b), and (ii) each Committed Lender, to the extent not made by the Conduit Lender in its Lender Group (if any), severally agrees to make its Lender Advance of any Loan requested by the Borrower, in each case, subject to the conditions contained herein, in an aggregate amount equal to the ~~product of~~ Loan so requested. (xd) the aggregate amount requested by the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that In no event shall: (i) a Committed Lender be required on any date to fund a Principal Amount that would cause the ~~Principal~~ Loans Outstanding ~~Amount of~~ with respect to such ~~▇▇▇▇▇▇~~Committed Lender’s ~~Loans (~~Lender Group, as determined after giving effect to ~~any Loan) shall not in any event~~ such funding, to exceed such Committed Lender’s ~~Committed Loan Limit,~~ Commitment; (ii) any Loan be requested hereunder, nor shall any Lender be obligated to fund its Lender Advance of any Loan, to the ~~Tranche A Principal Outstanding Amount (~~extent that after giving effect to ~~any~~ such Loan~~) of such ▇▇▇▇▇▇’s Tranche~~ , the Loans Outstanding that are Class A Loans ~~does not~~ would exceed the Class A Borrowing Base or the Loans Outstanding would exceed the Total Borrowing Base (each calculated as of the previous Determination Date or, with respect to any Receivables added or to be added to the Collateral following such ~~▇▇▇▇▇▇’s Tranche A Committed Loan Limit~~Determination Date, but prior to or on such date of determination, the related Cutoff Date); and (iii) the ~~Tranche B~~ Principal ~~Outstanding~~ Amount ~~(after giving effect to~~ of the Loans made on any ~~Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not~~ Funding Date exceed the ~~Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied~~Available Amount on such day. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increase.

Appears in 3 contracts

Sources: Omnibus Amendment (Regional Management Corp.), Credit Agreement (Regional Management Corp.), Credit Agreement

Loans. (a) Subject to the terms and conditions ~~of this Agreement~~set forth herein, each ~~Lender shall~~ Lender, severally and not jointly, agrees to make ~~Loans~~ to the Borrower ~~from time to time~~on the Closing Date an initial term loan (each such loan, ~~on any Business Day during Availability Period~~an “Initial Term Loan”), in an ~~aggregate~~ amount equal to ~~the product of (x) the aggregate amount requested by the Borrower and (y)~~ such Lender’s ~~Applicable Percentage, by making immediately available funds available~~ Initial Term Loan Commitment; provided that no Lender shall have an obligation to ~~the Agent (or~~ make an ~~account designated by the Agent)~~ Initial Term Loan in ~~accordance with the terms hereof; provided, that (i) the Principal Outstanding Amount~~ excess of such ▇▇▇▇▇▇’s ~~Loans (~~Initial Term Loan Commitment. Each Lender’s Initial Term Loan Commitment shall terminate immediately and without further action on the Closing Date after giving effect to ~~any Loan) shall not in any event exceed~~ the funding of such Lender’s ~~Committed~~ Initial Term Loan ~~Limit~~Commitment on such date. (b) Subject to the terms and conditions set forth herein, each Lender, severally and not jointly, agrees to make to the Borrower, as Borrower may request, on each Delayed Draw Borrowing Date, a delayed draw term loan (~~ii)~~ each such loan, a “Delayed Draw Term Loan”), in an amount up to the ~~Tranche A Principal Outstanding Amount (after giving effect~~ unfunded amount of such Lender’s applicable Delayed Draw Term Loan Commitment; provided that no Lender shall have an obligation to ~~any Loan)~~ make a Delayed Draw Term Loan in excess of such ▇▇▇▇▇▇’s ~~Tranche A Loans does~~ Delayed Draw Term Loan Commitment. Each Lender’s Delayed Draw Term Loan Commitment shall automatically be reduced immediately upon and in the principal amount of each Delayed Draw Term Loan made by it hereunder. If there exists any unfunded Delayed Draw Term Loan Commitments on the Delayed Draw Term Loan Commitment Termination Date, then each Lender’s Delayed Draw Term Loan Commitment shall terminate immediately and without further action, and automatically be reduced to zero on such date. (c) Subject to the terms and conditions set forth herein and in Amendment No. 1, each 2022 Incremental Term Lender, severally and not ~~exceed~~ jointly, agrees to make to the Borrower on the Amendment No. 1 Effective Date a 2022 Incremental Term Loan in an amount equal to such ~~▇▇▇▇▇▇~~2022 Incremental Term Lender’s ~~Tranche A Committed~~ 2022 Incremental Term Loan ~~Limit, (iii)~~ Commitment; provided that no 2022 Incremental Term Lender shall have an obligation to make a 2022 Incremental Term Loan in excess of such 2022 Incremental Term Lender’s 2022 Incremental Term Loan Commitment. Each 2022 Incremental Term Lender’s 2022 Incremental Term Loan Commitment shall terminate immediately and without further action on the ~~Tranche B Principal Outstanding Amount (~~Amendment No. 1 Effective Date after giving effect to ~~any Loan)~~ the funding of such ~~▇▇▇▇▇▇~~2022 Incremental Term Lender’s ~~Tranche B Loans does not exceed the Tranche B Committed~~ 2022 Incremental Term Loan ~~Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied~~Commitment on such date. (bd) ~~The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase~~ Subject to the ~~Agent (~~terms and ~~the Agent shall promptly distribute a copy of any such request~~ conditions set forth herein and in Amendment No. 2, each 2023 Incremental Term Lender, severally and not jointly, agrees to ~~each of the Lenders), no later than twelve (12) Business Days prior~~ make to the ~~date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur~~ Borrower on the ~~last Business Day of~~ Amendment No. 2 Funding Date a ~~calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed~~ 2023 Incremental Term Loan ~~Limit and/or its Tranche B Committed Loan Limit, as applicable, by~~ in an amount equal to ~~its Applicable Percentage~~ such 2023 Incremental Term Lender’s 2023 Incremental Term Loan Commitment; provided that no 2023 Incremental Term Lender shall have an obligation to make a 2023 Incremental Term Loan in excess of ~~the requested increase amount~~such 2023 Incremental Term Lender’s 2023 Incremental Term Loan Commitment. Each 2023 Incremental Term Lender’s 2023 Incremental Term Loan Commitment shall terminate immediately and without further action on the Amendment No. 2 Funding Date after giving effect to the funding of such 2023 Incremental Term Lender’s 2023 Incremental Term Loan Commitment on such date. (e) Subject to the terms and conditions set forth herein and in Amendment No. 4, each 2024 Incremental Term Lender, ~~acting in its sole discretion~~ severally and ~~with no obligation~~ not jointly, agrees to ~~increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice~~ make to the Borrower ~~and~~ on the ~~Agent advise the Borrower and Agent whether or not~~ Amendment No. 4 Funding Date a 2024 Incremental Term Loan in an amount equal to such ~~Lender agrees to accept all or any portion of such increase to its Tranche A Committed~~ 2024 Incremental Term Lender’s 2024 Incremental Term Loan ~~Limit and/or its Tranche B Committed Loan Limit, as applicable~~Commitment; provided that no 2024 Incremental Term Lender shall have an obligation to make a 2024 Incremental Term Loan in excess of such ~~notice~~ 2024 Incremental Term Lender’s 2024 Incremental Term Loan Commitment. Each 2024 Incremental Term Lender’s 2024 Incremental Term Loan Commitment shall terminate immediately and without further action on the Amendment No. 4 Funding Date after giving effect to the funding of such 2024 Incremental Term Lender’s 2024 Incremental Term Loan Commitment on such date. (f) Any principal amounts repaid in respect of any Loan, in whole or in part, may not be reborrowed. All amounts owed hereunder with respect to the Loans shall be ~~delivered to~~ paid in full no later than the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Maturity Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increase.

Appears in 3 contracts

Sources: Limited Waiver and Amendment (Mount Logan Capital Inc.), Incremental Amendment (Mount Logan Capital Inc.), Limited Waiver and Amendment No. 5 (Mount Logan Capital Inc.)

Loans. (a) ~~Subject to~~ On the terms and subject to the conditions of set forth in this Agreement, each Revolving Lender ~~shall~~ hereby agrees to make ~~Loans~~ advances to or on behalf of the Borrower (individually, a “Revolving Loan” and collectively the “Revolving Loans”) from time to ~~time,~~ time on any ~~Business Day~~ date (each such date on which a Loan is made, a “Loan Date”) during ~~Availability~~ the period from the Effective Date to the end of the Revolving Period. The Eligible Currency Loans shall be made solely by the Multicurrency Lenders and the Dollar Loans shall be made solely by the Dollar Lenders, in each case in accordance with Section 2.2(d). (b) Each Term Lender hereby agrees to make advances to or on behalf of the Borrower (individually, a “Term Loan” and collectively the “Term Loans”) on the related Funding Date during the period from the Effective Date until the Term Commitment Termination Date, in each case, in an aggregate principal amount ~~equal~~ at any one time outstanding up to but not exceeding (i) such Term Lender’s Term Commitment and (ii) as to all Term Lenders, the ~~product of (x) the aggregate amount requested~~ total Term Commitment at such time. The Eligible Currency Loans shall be made solely by the ~~Borrower~~ Multicurrency Lenders and ~~(y) such Lender’s Applicable Percentage, by making immediately available funds available to~~ the ~~Agent (or an account designated~~ Dollar Loans shall be made solely by the ~~Agent)~~ Dollar Lenders, in each case in accordance with ~~the terms hereof; provided~~Section 2.2(d). (c) Under no circumstances shall any Lender make a Revolving Loan if, ~~that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (~~after giving effect to such Loan and any ~~Loan~~purchase of Eligible Collateral Obligations in connection therewith, (i) ~~shall not in any event exceed such Lender’s Committed Loan Limit~~an Unmatured Event of Default or an Event of Default would exist, (ii) ~~the Tranche A Principal Outstanding Amount (~~if immediately after giving effect ~~to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit~~thereto, a Borrowing Base Deficiency would exist, (iii) the ~~Tranche B Principal~~ Outstanding Loan Amount (~~after giving effect~~ using the Applicable Conversion Rate) would exceed (x) the Facility Amount minus (y) the difference (subject to ~~any Loan~~a minimum of zero) of ~~such ▇▇▇▇▇▇’s Tranche B Loans does not exceed~~ the ~~Tranche B Committed Loan Limit and~~ Aggregate Exposure Equity Amount minus the equivalent in Dollars of the amount on deposit in the Unfunded Exposure Account or (iv) ~~each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase in~~ the ~~aggregate Tranche A Committed~~ Foreign Currency Loan ~~Limits and/or~~ Amount would exceed the ~~aggregate Tranche B Committed Loan Limits by delivering a written request for~~ Foreign Currency Sublimit on such ~~increase~~ day. Subject to the ~~Agent (and~~ terms of this Agreement, during the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Revolving Period, the ~~Agent shall notify the~~ Borrower ~~of the results of such request~~ may borrow, reborrow, repay and prepay (subject to the ~~Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender~~provisions of Section 2.4) ~~agrees to such increase (such agreement to be granted~~ one or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increasemore Revolving Loans.

Appears in 3 contracts

Sources: Loan and Servicing Agreement (Antares Strategic Credit Fund), Loan and Servicing Agreement (Antares Strategic Credit Fund), Loan and Servicing Agreement (Antares Strategic Credit Fund)

Loans. (a) ~~Subject to~~ On the terms and conditions of set forth herein, including this ~~Agreement~~Section and Article Four, ~~each Lender shall make Loans to~~ the Borrower may from time to ~~time,~~ time on any Business Day during ~~Availability Period~~the Revolving Period request that each Lender make an advance (the aggregate amount of such advances on a Funding Date, a “Loan”) in the amount of each such ▇▇▇▇▇▇’s Lender Advance, to the Borrower on a Funding Date. For the avoidance of doubt, no Lender shall have any obligation on any date to fund an amount that would cause its Lender Percentage of the Loans Outstanding, determined after giving effect to such funding, to exceed its Commitment. (b) No later than 3:00 p.m., Atlanta, Georgia time, two Business Days prior to a proposed Funding Date, the Borrower shall notify the Administrative Agent of such proposed Funding Date and Loan by delivering to the Administrative Agent (with a copy to the Account Bank): (i) a Funding Request, which will include, among other things, the proposed Funding Date, a calculation of the Borrowing Base as of the date the Loan is requested (including all components of such calculation, including any Excess Concentration Amounts) and the Principal Amount of the Loan requested, which shall be in an amount at least equal to $1,000,000 or integral multiples of $100,000 in excess thereof (or, if less, an amount equal to the Aggregate Commitment after giving effect to any payments on the related Distribution Date if the Funding Date occurs on a Distribution Date); provided, that the Administrative Agent and the Lenders may agree, each at their own discretion, to a lower Principal Amount for the related Loan; and (ii) an updated Schedule of Receivables that includes each Receivable that is the subject of the proposed Loan. (c) Following receipt by the Administrative Agent of a Funding Request, and prior to the Commitment Termination Date, each Lender severally agrees to make its Lender Advance of any Loan requested by the Borrower pursuant to Section 2.01(b), subject to the conditions contained herein, in an aggregate amount equal to the ~~product of~~ Loan so requested. (xd) the aggregate amount requested by the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that In no event shall: (i) a Lender be required to fund a Principal Amount that would cause its Lender Percentage of the ~~Principal Outstanding Amount of such ▇▇▇▇▇▇’s~~ Loans (Outstanding, determined after giving effect to ~~any Loan) shall not in any event~~ such funding, to exceed ~~such Lender’s Committed Loan Limit,~~ its Commitment; (ii) any Loan be requested hereunder, nor shall any Lender be obligated to fund its Lender Advance of any Loan, to the ~~Tranche A Principal Outstanding Amount (~~extent that after giving effect to ~~any~~ such Loan~~) of such ▇▇▇▇▇▇’s Tranche A~~ , the Loans ~~does not~~ Outstanding would exceed ~~such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit,~~ the Borrowing Base; (iii) the ~~Tranche B~~ Principal ~~Outstanding~~ Amount ~~(after giving effect to~~ of any ~~Loan) of~~ Loan exceeds the Available Amount on such ~~▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and~~ day; and (iv) ~~each other condition set forth in Article V (Conditions Precedent to Loans) shall~~ more than one Loan be ~~satisfied~~funded on any Business Day. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increase.

Appears in 2 contracts

Sources: Loan Agreement (Lendbuzz Inc.), Loan Agreement (Lendbuzz Inc.)

Loans. (ai) Subject to the terms and conditions ~~of this Agreement~~set forth herein and in the Ancillary Agreements, ~~each Lender shall~~ Laurus may make ~~Loans~~ loans (the “Loans”) to ~~the Borrower~~ Companies from time to ~~time, on any Business Day~~ time during ~~Availability Period~~the Term which, in ~~an aggregate amount equal to the product of (x)~~ the aggregate ~~amount requested by the Borrower and (y) such Lender’s Applicable Percentage~~at any time outstanding, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does will not exceed the ~~Tranche B Committed Loan Limit~~ lesser of (such amount, the “Available Amount”) (x)(I) the Capital Availability Amount minus (II) such reserves as Laurus may reasonably in its good faith judgment deem proper and ~~(iv) each other condition set forth in Article V (Conditions Precedent~~ necessary from time to ~~Loans) shall be satisfied. (b) The Borrower may request an increase in~~ time based on the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy occurrence of significant business developments of any ~~such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective~~ Company (the ~~effective date of any such increase, a~~ “~~Commitment Increase Date~~Reserves”); provided that ~~each Commitment Increase Date must occur on~~ Laurus cannot create or increase any Reserves solely by reason of the ~~last Business Day~~ results of ~~a calendar quarter. Each request by~~ the ~~Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase~~ Company’s field trial involving its ~~Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by~~ “SuperCapacity” adaptive array base stations and (y) an amount equal to (I) the Accounts Availability plus (II) the Inventory Availability plus (III) the Applicable Availability Adjustment Amount minus (IV) the Reserves. The amount derived at any time from Section 2(a)(i)(y)(I) plus Section 2(a)(i)(y)(II) plus Section 2(a)(i)(y)(III) minus Section 2(a)(i)(y)(IV) shall be referred to as the “Formula Amount”; provided, however, that (A) the Formula Amount determined after the creation of Reserves by Laurus in its ~~Applicable Percentage~~ good faith judgment (solely with respect to such determination) (i) shall not be used as the basis for payment of the interest due on Overadvances under Section 5(b)(ii) and (ii) shall not be used for 60 days following such determination to determine whether the aggregate outstanding principal amount of the Loans prior to such increase or decrease are in excess of the Formula Amount in order to require a payment under Section 3(d) and (B) so long as no Event of Default has occurred and is continuing, the Available Amount shall not be less than Applicable Availability Adjustment Amount at such time. Within such limits, and subject to the terms and conditions hereof, the Companies may obtain Loans, repay Loans and obtain Loans again on one or more occasions. The Companies shall, jointly and severally, execute and deliver to Laurus on the Closing Date the Revolving Note and the Minimum Borrowing Note evidencing the Loans. (ii) Notwithstanding the limitations set forth above, if requested ~~increase amount. Each Lender~~by any Company, ~~acting~~ Laurus retains the right to lend to such Company from time to time such amounts in excess of such limitations as Laurus may determine in its sole discretion. (iii) The Companies acknowledge that the exercise of Laurus’ discretionary rights hereunder may result during the Term in one or more increases or decreases in the advance percentages used in determining Accounts Availability and/or Inventory Availability (provided that Laurus cannot decrease any advance percentages solely by reason of the results of the Company’s field trial involving its “SuperCapacity” adaptive array base stations and each of the Companies hereby consent to any such increases or decreases which may limit or restrict advances requested by the Companies; provided, however, that the Formula Amount determined after any such increase or decrease in such advance percentages (solely with respect to such determination) (i) shall not be used as the basis for payment of the interest due on Overadvances under Section 5(b)(ii) and (ii) shall not be used for 60 days following such determination to determine whether the aggregate outstanding principal amount of the Loans prior to such increase or decrease are in excess of the Formula Amount in order to require a payment under Section 3(d). (iv) If any interest, fees, costs or charges payable to Laurus hereunder are not paid when due, each of the Companies shall thereby be deemed to have requested, and Laurus is hereby authorized at its discretion to make and ~~with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice~~ charge to the ~~Borrower~~ Companies’ account, a Loan as of such date in an amount equal to such unpaid interest, fees, costs or charges. (v) If any Company at any time fails to perform or observe any of the covenants contained in this Agreement or any Ancillary Agreement, Laurus may, but need not, perform or observe such covenant on behalf and in the name, place and stead of such Company (or, at Laurus’ option, in Laurus’ name) and may, but need not, take any and all other actions which Laurus may deem necessary to cure or correct such failure (including the payment of taxes, the satisfaction of Liens, the performance of obligations owed to Account Debtors, lessors or other obligors, the procurement and maintenance of insurance, the execution of assignments, security agreements and financing statements, and the ~~Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion~~ endorsement of ~~such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable~~instruments); provided that Laurus shall not sell, assign, transfer or dispose of any Intellectual Property (in whole or in part), or, prior to the occurrence and the continuance of an Event of Default, otherwise take any action that may have a material adverse effect on any Intellectual Property. Prior to the occurrence and continuance of an Event of Default, Laurus shall give the Company 5 days’ prior written notice that it intends to take any such action, and shall give the Company written notice within 5 days after taking such action, in both cases with pertinent details as to the action performed; it being understood and agreed that no such notice shall be ~~delivered to~~ necessary after the ~~Agent~~ occurrence and during the ~~Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”)~~continuance of an Event of Default. Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum The amount of ~~USD 1,000,000,~~ all monies expended and ~~shall be conditioned on the payment~~ all costs and expenses (including attorneys’ fees and legal expenses) incurred by ~~the Borrower of any fee agreed by the Borrower and the Agent~~ Laurus in connection with or as a result of the performance or observance of such ~~increase~~agreements or the taking of such action by Laurus shall be charged to the Companies’ account as a Loan and added to the Obligations. To facilitate Laurus’ performance or observance of such covenants by each Company, each Company hereby irrevocably appoints Laurus, or Laurus’ delegate, acting alone, as such Company’s attorney in fact (which appointment is coupled with an interest) with the right (but not the duty) from time to time to create, prepare, complete, execute, deliver, endorse or file in the name and on behalf of such Company any and all instruments, documents, assignments, security agreements, financing statements, applications for insurance and other agreements and writings required to be obtained, executed, delivered or endorsed by such Company. (vi) Laurus will account to Company Agent monthly with a statement of all Loans and other advances, charges and payments made pursuant to this Agreement, and such account rendered by Laurus shall be presumed correct in the absence of manifest error.

Appears in 2 contracts

Sources: Security Agreement (Airnet Communications Corp), Security Agreement (Airnet Communications Corp)

Loans. (a) ~~Subject~~ The Borrower may request a Borrowing (other than a Conversion) by delivering a notice (a "Notice of Borrowing") to the Administrative Agent no later than 2:00 P.M. on the third Business Day prior to the date of the proposed Borrowing or, in the case of Base Rate Loans, on the same Business Day. The Administrative Agent shall give each Lender prompt notice of each Notice of Borrowing. Each Notice of Borrowing shall be in substantially the form of EXHIBIT A-2 and shall specify the requested (i) date of such Borrowing (which shall be a Business Day, but in no event later than the Business Day immediately preceding the Final Maturity Date), (ii) Type of Loans to be made in connection with such Borrowing, (iii) Interest Period, if any, for such Loans and (iv) amount of such Borrowing. Each proposed Borrowing shall conform to the requirements of Sections 3.3 and 3.4. (b) Each Lender shall, before 4:00 P.M. on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's Office, in same day funds, such Lender's Percentage of such Borrowing. After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article VI, the Administrative Agent will make such funds available to the Borrower at the Administrative Agent's Office. Notwithstanding the foregoing, unless the Administrative Agent shall have received notice from a Lender prior to the time of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's Percentage of such Borrowing, the Administrative Agent may assume that such Lender has made such Percentage available to the Administrative Agent on the date of such Borrowing in accordance with the first sentence of this subsection (b), and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. (c) If and to the extent that any Lender shall not have made available to the Administrative Agent, in accordance with subsection (b) above, such Defaulting Lender's Percentage of any Borrowing, the Defaulting Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand corresponding amounts (not to exceed the aggregate amount that such Defaulting Lender failed to make available to the Administrative Agent), together with interest thereon for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Loans made in connection with such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. Within the limits of each Lender's Available Commitment and subject to the other terms and conditions set forth in this Agreement for the making of ~~this Agreement~~Loans, ~~each~~ the Borrower may request (and the Lenders shall honor) one or more additional Borrowings from the other Lenders to fund such repayment to the Administrative Agent. If a Defaulting Lender shall ~~make Loans~~ repay to the ~~Borrower from time to time~~Administrative Agent such corresponding amount in full (with interest as above provided), ~~on any Business Day during Availability Period, in an aggregate amount equal to the product of~~ (x) the ~~aggregate~~ Administrative Agent shall apply such corresponding amount ~~requested by~~ and interest to the repayment to the Administrative Agent (or repayment of Loans made to fund such repayment to the Administrative Agent), and shall make any remainder available to the Borrower and (y) such amount so repaid shall be deemed to constitute such Lender~~’s Applicable Percentage~~'s Loan, made as part of such Borrowing for purposes of this Agreement as if funded concurrently with the other Loans made as part of such Borrowing, and such Lender shall forthwith cease to be deemed a Defaulting Lender; if and so long as such Defaulting Lender shall not repay such amount, and unless and until an Eligible Assignee shall have assumed and performed the obligations of such Defaulting Lender, all computations by ~~making immediately available funds available~~ the Administrative Agent of Percentages, Commitments and payments hereunder shall be made without regard to the Commitments, or outstanding Loans, of such Defaulting Lender, and any amounts paid to the Administrative Agent ~~(or an~~ for the account ~~designated~~ of such Defaulting Lender shall be held by the ~~Agent)~~ Administrative Agent in ~~accordance with~~ trust for such Defaulting Lender in a non-interest-bearing special purpose account. Nothing herein shall in any way limit, waive or otherwise reduce any claims that any party hereto may have against any Defaulting Lender. The failure of any Lender to make the ~~terms hereof; provided~~Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, ~~that (i)~~ if any, hereunder to make its Loan on the ~~Principal Outstanding Amount~~ date of such ~~▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit~~Borrowing, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) but no Lender shall be ~~satisfied~~responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing. (bd) The ~~Borrower may request an increase~~ Extensions of Credit made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ~~aggregate Tranche A Committed Loan Limits and/or~~ ordinary course of business. The accounts or records maintained by the ~~aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the~~ Administrative Agent (and ~~the Agent~~ each Lender shall ~~promptly distribute a copy of any such request to each~~ be conclusive absent manifest error of the ~~Lenders), no later than twelve (12) Business Days prior to~~ amount of the ~~date that such increase is requested to be~~ Extensions of Credit made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice Lenders to the Borrower and the ~~Agent advise~~ interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent ~~whether or not~~ in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. (e) Any Lender may request that its Commitment hereunder be evidenced by a Promissory Note. In such event, the Borrower shall prepare, execute and deliver to such Lender ~~agrees~~ a Promissory Note payable to ~~accept all or any portion~~ the order of such ~~increase~~ Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such Promissory Note and interest thereon shall at all times (including after assignment pursuant to Section 11.7) be represented by one or more Promissory Notes in such form payable to the order of the payee named therein (or, if such Promissory Note is a registered note, to such payee and its registered assigns). Each Lender may attach schedules to its ~~Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit~~Promissory Notes and endorse thereon the date, ~~as applicable; provided that such notice shall be delivered to the Agent~~ amount and ~~the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all~~ maturity of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent Loans and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection payments with ~~such increase~~respect thereto.

Appears in 2 contracts

Sources: Credit Agreement (Sierra Pacific Resources /Nv/), Credit Agreement (Sierra Pacific Resources /Nv/)

Loans. (a) Subject to the terms and conditions of set forth in this Agreement, each ~~Lender shall~~ of the 2025 Term Lenders severally agrees to make ~~Loans~~ a term loan (each, a “2025 Term Loan”) to the Borrower ~~from time to time,~~ in Dollars on ~~any Business Day during Availability Period~~the Closing Date, in an aggregate principal amount equal to such 2025 Term Lender’s 2025 Term Commitment; provided, that in all events no Default or Event of Default shall have occurred and be continuing and the ~~product~~ Total Exposure shall not exceed the Facility Cap. The Borrower may not re-borrow any portion of the 2025 Term Loan which is repaid. (xb) Subject to the ~~aggregate amount~~ terms and conditions set forth in this Agreement, each of the Revolving Credit Lenders severally agrees to lend to the Borrower, and the Borrower may borrow (and repay and reborrow) from time to time between the Closing Date and the Revolving Credit Maturity Date upon notice by the Borrower to the Agent given in accordance with §2.8, such sums as are requested by the Borrower for the purposes set forth in §2.10 up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to the lesser of such Revolving Credit Lender’s Revolving Credit Commitment; provided, that, in all events no Default or Event of Default shall have occurred and be continuing, the Revolving Credit Exposure shall not exceed the Total Revolving Commitment, and the Total Exposure shall not exceed the Facility Cap. (yc) ~~such~~ The Loans shall be made pro rata in accordance with each Lender’s Applicable Percentage~~, by making immediately available funds available to the Agent (or an account designated~~ . Each request for a Loan hereunder shall constitute a representation and warranty by the ~~Agent) in accordance with~~ Borrower that all of the ~~terms hereof; provided, that (i) the Principal Outstanding Amount~~ conditions required of ~~such~~ ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ §▇~~’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit,~~ ▇ and §11 have been satisfied (~~iii~~unless waived by Agent in writing) on the ~~Tranche B Principal Outstanding Amount (after giving effect to any Loan)~~ date of such ~~▇▇▇▇▇▇’s Tranche B~~ request (or if such condition is required to have been satisfied only as of the initial Closing Date, that such condition was satisfied as of the Closing Date). The Agent may assume that the conditions in §10 and §11 have been satisfied (unless waived by Agent in writing) unless it receives prior written notice from a Lender that such conditions have not been satisfied or waived. No Lender shall have any obligation to make Loans ~~does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent~~ to ~~Loans) shall be satisfied. (b) The~~ Borrower ~~may request an increase~~ in the maximum aggregate ~~Tranche A Committed Loan Limits and/or~~ principal outstanding balance of more than the ~~aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy~~ principal face amount of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its ~~Tranche A Committed Loan Limit and/or~~ Note or its ~~Tranche B Committed Loan Limit~~Commitment, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increase.

Appears in 2 contracts

Sources: Credit Agreement (Plymouth Industrial REIT, Inc.), Credit Agreement (Plymouth Industrial REIT Inc.)

Loans. (a) Subject to the terms and conditions ~~of this Agreement~~set forth herein, each Lender ~~shall~~ severally agrees to make ~~Loans~~ loans under the Revolving Line of Credit to the Borrower from time to ~~time,~~ time on any Business Day during ~~Availability Period,~~ the period from the Closing Date to the Maturity Date in an aggregate amount ~~equal~~ not to exceed at any time outstanding the ~~product~~ amount of ~~(x) the aggregate amount requested by the Borrower and (y)~~ such Lender’s ~~Applicable Percentage~~Pro Rata Share of the Revolving Line of Credit Commitment Amount; provided that, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any ~~Loan~~Borrowing, (i) the aggregate Outstanding Amount of all Revolving Line of Credit Loans shall not ~~in any event~~ exceed ~~such Lender’s Committed Loan Limit~~the Revolving Line of Credit Commitment Amount, (ii) the ~~Tranche A Principal~~ aggregate Outstanding Amount of all Loans shall not exceed the Aggregate Commitments and (iii) the aggregate Outstanding Amount of the Revolving Line of Credit Loans of any Lender shall not exceed such Lender’s Pro Rata Share of the Revolving Line of Credit Commitment Amount. Within the limits of each Lender’s Pro Rata Share of the Revolving Line of Credit Commitment Amount, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(a), prepay under Section 2.03, and reborrow under this Section 2.01(a). Revolving Line of Credit Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein. (b) Subject to the terms and conditions set forth herein, each Lender severally agrees to make term loans under the Term Commitment to the Borrower on a single Business Day during the period from the Closing Date to and including November 16, 2004 in an aggregate amount not to exceed such Lender’s Pro Rata Share of the Term Commitment Amount; provided that, after giving effect to any ~~Loan~~Borrowing, (i) the aggregate Outstanding Amount of ~~such ▇▇▇▇▇▇’s Tranche A~~ all Term Commitment Loans ~~does~~ shall not exceed ~~such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit~~the Term Commitment Amount, (ii) the aggregate Outstanding Amount of all Loans shall not exceed the Aggregate Commitments and (iii) the ~~Tranche B Principal~~ aggregate Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the ~~Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date~~ Term Commitment Loans of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not ~~have responded affirmatively within the Increase Approval Period,~~ exceed such ~~Lender shall be deemed to have rejected the Borrower~~Lender’s ~~request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion~~ Pro Rata Share of the ~~Increase Approval Period~~Term Commitment Amount. Subject to the other terms and conditions hereof, the ~~Agent shall notify the~~ Borrower ~~of the results of such request to the Lenders~~may borrow under this Section 2.01(b) and prepay under Section 2.03; provided that, once repaid or prepaid, no amounts may be reborrowed under this Section 2.01(b). ~~If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to~~ Term Commitment Loans may be ~~granted~~ Base Rate Loans or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan LimitEurodollar Rate Loans, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increasefurther provided herein.

Appears in 2 contracts

Sources: Credit Agreement (Arthrocare Corp), Credit Agreement (Arthrocare Corp)

Loans. (a) Subject to the terms and conditions of this Agreement, each Lender shall make Loans to the Borrower from time to time, on any Business Day during Availability Period, in an aggregate amount equal to the product of Upon (x) receipt by the ~~aggregate amount requested~~ Administrative Agent of a Borrowing Request, which in the case of a Eurodollar Loan to be made on the Closing Date or any Incremental Loan Closing Date, as applicable, shall be delivered by the Borrower not later than 12:00 (noon), New York City time, three Business Days before the Closing Date or such Incremental Loan Closing Date, as applicable, and in the case of an ABR Loan to be made on the Closing Date or any Incremental Loan Closing Date, as applicable, not later than 12:00 (noon), New York City time, one Business Day before the Closing Date or such Incremental Loan Closing Date, as applicable, and (y) except in the case of Incremental Loans, satisfaction of the conditions set forth in Section 4.01, the Loans shall be made by the Lenders ratably in accordance with their applicable Commitments; provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender~~’s Applicable Percentage~~). (b) Each Lender may at its option make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. (c) Each Lender shall make the Loan to be made by it hereunder on the Closing Date or any Incremental Loan Closing Date, as applicable, by ~~making~~ wire transfer of immediately available funds ~~available~~ to such account in New York City as the Administrative Agent ~~(or~~ may designate not later than 2:00 p.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account designated by the ~~Agent)~~ Borrower in ~~accordance with~~ the terms hereof; provided, that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfiedBorrowing Request. (bd) ~~The Borrower may request an increase in~~ Unless the ~~aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the~~ Administrative Agent shall ~~promptly distribute~~ have received notice from a ~~copy of any such request to each of the Lenders), no later than twelve (12) Business Days~~ Lender prior to the ~~date that such increase is requested to be made effective (the effective date of~~ Closing Date or any ~~such increase, a “Commitment Increase~~ Incremental Loan Closing Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, ~~by an amount equal~~ that such Lender will not make available to ~~its Applicable Percentage of~~ the ~~requested increase amount. Each~~ Administrative Agent such Lender’s Loan, ~~acting~~ the Administrative Agent may assume that such Lender has made such Loan available to the Administrative Agent on the Closing Date or such Incremental Loan Closing Date, as applicable, in ~~its sole discretion~~ accordance with paragraph (c) above and ~~with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section~~the Administrative Agent may, ~~shall by written notice~~ in reliance upon such assumption, make available to the Borrower ~~and~~ on such date a corresponding amount. If the Administrative Agent ~~advise~~ shall have so made funds available then, to the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided extent that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have ~~responded affirmatively within~~ made such Loan available to the ~~Increase Approval Period~~Administrative Agent, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify and the Borrower ~~of the results of such request~~ severally agree to repay to the ~~Lenders. If~~ Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the ~~Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to~~ date such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation amount is made available to the Borrower ~~specifying~~ to but excluding the ~~new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any~~ date such ~~increase~~ amount is repaid to the Administrative Agent at (i) in the ~~Tranche A Committed Loan Limit and/or~~ case of the ~~Tranche B Committed Loan Limit~~ Borrower, a rate per annum equal to the interest rate applicable at the time to such Loans and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short term funds (which determination shall be ~~in a minimum~~ conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan for purposes of ~~USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increase~~this Agreement.

Appears in 2 contracts

Sources: Credit Agreement (Rentech Inc /Co/), Credit Agreement (Rentech Inc /Co/)

Loans. (ai) ~~Subject~~ An Authorized Representative of a Borrower shall give the Agent at least three (3) Business Days’ irrevocable telephonic notice of each Loan to such Borrower (or, in the case of any Loan denominated in any currency determined to be an Alternative Currency after the date hereof, such greater notice period reasonably determined by the Agent to be necessary), whether representing an additional borrowing or the Continuation of a borrowing hereunder, prior to 1:00 P.M. (London time). Each such notice shall be effective upon receipt by the Agent, shall specify the identity of the Borrower, the amount of the borrowing, the Type of Loan (Euribor Rate if such Loan is requested in Euros, or Offshore Rate if such Loan is requested in an Alternative Currency), the date of borrowing (which shall be a Business Day), the Interest Period to be used in the computation of interest, and if an Offshore Rate Loan, the applicable Alternative Currency. The Authorized Representative of the applicable Borrower shall provide the Agent written confirmation of each such telephonic notice in the form of a Borrowing Notice or Interest Rate Selection Notice (as applicable) with appropriate insertions not later than one (1) Business Day prior to the requested borrowing day. Notice of receipt of such Borrowing Notice or Interest Rate Selection Notice, as the case may be, together with a specification of the amount of each Lender’s portion of a Loan requested thereunder, shall be provided by the Agent to each Lender by telefacsimile transmission with reasonable promptness, but (provided the Agent shall have received such notice by 1:00 P.M. (London time)) not later than 2:00 P.M. (London time) on the same day as the Agent’s receipt of such notice. At approximately 4:00 P.M. (London time) two (2) Business Days preceding the date specified for a Loan of an Alternative Currency, the Agent shall determine the Borrowing Date Exchange Rate and the applicable interest rate. Not later than 5:00 P.M. (London time) two (2) Business Days preceding the date specified for each Loan of an Alternative Currency, the Agent shall provide the applicable Borrower and each Lender notice by telefacsimile transmission of the Borrowing Date Exchange Rate applicable to such Loan, and the applicable Alternative Currency Equivalent Amount of the Loan or Loans required to be made by each Lender on such date, and the Euro Equivalent Amount of such Loan or Loans and the applicable Offshore Rate. (ii) (A) In the case of Loans in Euros, not later than 10:00 A.M. (London time) on the date specified for each borrowing under this Section 2.1, each Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of the Loan or Loans to be made by it on such day available by wire transfer to the Agent in the amount of its pro rata share, determined according to such Lender’s Applicable Commitment Percentage of the Loan or Loans to be made on such day. Such wire transfer shall be directed to the Agent at the Principal Office and shall be in the form of Euros constituting immediately available funds. The amount so received by the Agent shall, subject to the terms and conditions of this Agreement, each Lender shall make Loans to the Borrower from time to time, on any Business Day during Availability Period, in an aggregate amount equal to the product of (x) the aggregate amount requested by the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds be made available to the ~~Agent (or an account designated~~ applicable Borrower by the Agent) in accordance with the terms hereof; provided, that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), delivery no later than ~~twelve~~ 4:00 P.M. (12London time) ~~Business Days prior~~ of the proceeds thereof to the ~~date that such increase is requested to~~ applicable Borrower’s Account or otherwise as shall be ~~made effective (~~directed in the ~~effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request~~ applicable Borrowing Notice by the Authorized Representative of such Borrower ~~pursuant~~ and reasonably acceptable to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increaseAgent.

Appears in 2 contracts

Sources: Credit Agreement (V F Corp), Credit Agreement (V F Corp)

Loans. (ai) ~~Subject~~ During the Commitment Period, subject to the terms and conditions ~~of this Agreement~~hereof, each Lender ~~shall~~ agrees to make Loans to ~~the~~ Borrower ~~from time to time, on any Business Day during Availability Period,~~ in ~~an aggregate amount equal to the product of (x)~~ the aggregate amount ~~requested by the Borrower and (y)~~ up to but not exceeding such Lender~~’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof~~'s Commitment; provided, ~~that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (~~after giving effect to the making of any ~~Loan~~Loans in no event shall the Total Utilization of Commitments exceed the lesser of the (A) Commitments then in effect and (B) Loan Availability. Amounts borrowed pursuant to this Section 2.1(a) may be repaid and reborrowed during the Commitment Period. Each Lender's Commitment shall ~~not~~ expire on the Commitment Termination Date and all Loans and all other amounts owed hereunder with respect to the Loans and the Commitments shall be paid in ~~any event exceed~~ full no later than such ~~Lender’s Committed Loan Limit,~~ date. (ii) ~~the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A~~ Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of ~~USD 1,000,000~~$5,000,000 and integral multiples of $1,000,000 in excess thereof. (iii) Whenever Borrower desires that Lenders make Loans, Borrower shall deliver to Administrative Agent a fully executed and delivered Funding Notice no later than 10:00 a.m. (New York City time) at least three Business Days in advance of the proposed Credit Date in the case of a Eurodollar Rate Loan, and at least one Business Day in advance of the proposed Credit Date in the case of a Loan that is a Base Rate Loan. Except as otherwise provided herein, a Funding Notice for a Loan that is a Eurodollar Rate Loan shall be ~~conditioned~~ irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to make a borrowing in accordance therewith. (iv) Notice of receipt of each Funding Notice in respect of Loans, together with the amount of each Lender's Pro Rata Share thereof, if any, together with the applicable interest rate, shall be provided by Administrative Agent to each applicable Lender by telefacsimile with reasonable promptness, but not later than 2:00 p.m. (New York City time) on the ~~payment~~ same day as Administrative Agent's receipt of such Notice from Borrower. (v) Each Lender shall make the amount of its Loan available to Administrative Agent not later than 12:00 Noon (New York City time) on the applicable Credit Date by wire transfer of same day funds in Dollars, at the Administrative Agent's Principal Office. Except as provided herein, upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of such Loans available to Borrower on the applicable Credit Date by causing an amount of ~~any fee agreed~~ same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders to be credited to the account of Borrower ~~and~~ at the Administrative Agent's Principal Office or such other account as may be designated in writing to Administrative Agent ~~in connection with such increase~~by Borrower.

Appears in 2 contracts

Sources: Credit and Guaranty Agreement (Allegiance Telecom Inc), Credit and Guaranty Agreement (Allegiance Telecom Inc)

Loans. (a) Subject to the terms and conditions of set forth in this Agreement, each ~~Lender~~ of the 2027 Term Lenders severally agrees to make a term loan (each, a “2027 Closing Date Loan”) to the Borrower in Dollars on the Closing Date, in an aggregate principal amount not to exceed its Applicable Percentage of $150,000,000; provided, that in all events no Default or Event of Default shall have occurred and be continuing, the aggregate Outstanding amount of such Lender’s Loans shall not exceed its Commitment, and the Total Exposure shall not exceed the Facility Cap. (b) Subject to the terms and conditions set forth in this Agreement, each of the 2027 Term Lenders severally agrees to make ~~Loans~~ additional term loans (each such loan, a “2027 Delayed Draw Term Loan”) to the Borrower from time to ~~time~~time on no more than five (5) occasions, on any Business Day during the Availability Period, in an aggregate principal amount ~~equal~~ not to ~~the product~~ exceed such Lender’s unfunded Commitment as of ~~(x)~~ such date; provided, that in all events no Default or Event of Default shall have occurred and be continuing, the aggregate Outstanding amount ~~requested~~ of such Lender’s Loans shall not exceed its Commitment, and the Total Exposure shall not exceed the Facility Cap. (c) The Borrower may not re-borrow any portion of a Loan which is repaid. Upon a Lender’s funding of a 2027 Closing Date Loan or 2027 Delayed Draw Loan, such Lender’s unfunded 2027 Term Commitment shall be permanently reduced by the ~~Borrower and~~ principal amount of such Loan. All Commitments shall terminate on the Availability Period Termination Date if not previously terminated pursuant hereto. (yd) ~~such~~ The Loans shall be made pro rata in accordance with each Lender’s Applicable Percentage~~, by making immediately available funds available to the Agent (or an account designated~~ . Each request for a Loan hereunder shall constitute a representation and warranty by the ~~Agent) in accordance with~~ Borrower that all of the ~~terms hereof; provided, that (i) the Principal Outstanding Amount~~ conditions required of ~~such~~ ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ §▇~~’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit,~~ ▇ and §11 have been satisfied (~~iii~~unless waived by Agent in writing) on the ~~Tranche B Principal Outstanding Amount (after giving effect to any Loan)~~ date of such ~~▇▇▇▇▇▇’s Tranche B~~ request (or if such condition is required to have been satisfied only as of the initial Closing Date, that such condition was satisfied as of the Closing Date). The Agent may assume that the conditions in §10 and §11 have been satisfied (unless waived by Agent in writing) unless it receives prior written notice from a Lender that such conditions have not been satisfied or waived. No Lender shall have any obligation to make Loans ~~does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent~~ to ~~Loans) shall be satisfied. (b) The~~ Borrower ~~may request an increase~~ in the maximum aggregate ~~Tranche A Committed Loan Limits and/or~~ principal outstanding balance of more than the ~~aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy~~ principal face amount of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its ~~Tranche A Committed Loan Limit and/or~~ Note or its ~~Tranche B Committed Loan Limit~~Commitment, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increase.

Appears in 2 contracts

Sources: Term Loan Credit Agreement (Plymouth Industrial REIT, Inc.), Term Loan Credit Agreement (Plymouth Industrial REIT, Inc.)

Loans. (a) ~~Subject to~~ On the terms and conditions of set forth herein, including this ~~Agreement~~Section 2.01 and Article Four, ~~each Lender shall make Loans to~~ the Borrower may from time to ~~time,~~ time on any Business Day during ~~Availability Period~~the Revolving Period request that each Lender make an advance (the aggregate amount of such advances on a Funding Date, a “Loan”) in the amount of each such ▇▇▇▇▇▇’s Lender Advance, to the Borrower on a Funding Date. For the avoidance of doubt, no Lender shall have any obligation on any date to fund an amount that would cause its Lender Percentage of the Loans Outstanding, determined after giving effect to such funding, to exceed its Commitment. (b) No later than 12:00 p.m., on the day that is two (2) Business Days prior to a proposed Funding Date, the Borrower shall notify the Administrative Agent of such proposed Funding Date and Loan by delivering to the Administrative Agent: (i) a Funding Request, which will include, among other things, the proposed Funding Date (which shall be a Business Day), a calculation of the Borrowing Base as of the date the Loan is requested (including all components of such calculation, including any Excess Concentration Amounts) and the Principal Amount of the Loan requested, which shall be in an amount at least equal to $1,000,000 or integral multiples of $100,000 in excess thereof (or, if less, an amount equal to the Aggregate Commitment after giving effect to any payments on the related Distribution Date if the Funding Date occurs on a Distribution Date); provided, that the Administrative Agent and the Lenders may agree, each at their own discretion, to a lower Principal Amount for the related Loan; and (ii) an updated Schedule of Receivables that includes each Receivable that is the subject of the proposed Loan. (c) Following receipt by the Administrative Agent of a Funding Request, and prior to the Commitment Termination Date, each Lender severally agrees to make its Lender Advance of any Loan requested by the Borrower pursuant to Section 2.01(b), subject to the conditions contained herein, in an aggregate amount equal to the ~~product of~~ Loan so requested. (xd) the aggregate amount requested by the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that In no event shall: (i) a Lender be required to fund a Principal Amount that would cause its Lender Percentage of the ~~Principal Outstanding Amount of such ▇▇▇▇▇▇’s~~ Loans (Outstanding, determined after giving effect to ~~any Loan) shall not in any event~~ such funding, to exceed ~~such Lender’s Committed Loan Limit,~~ its Commitment; (ii) any Loan be requested hereunder, nor shall any Lender be obligated to fund its Lender Advance of any Loan, to the ~~Tranche A Principal Outstanding Amount (~~extent that after giving effect to ~~any~~ such Loan~~) of such ▇▇▇▇▇▇’s Tranche A~~ , the Loans ~~does not~~ Outstanding would exceed ~~such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit,~~ the Borrowing Base; (iii) the ~~Tranche B~~ Principal ~~Outstanding~~ Amount ~~(after giving effect to~~ of any ~~Loan) of~~ Loan exceeds the Available Amount on such ~~▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and~~ day; and (iv) ~~each other condition set forth in Article V (Conditions Precedent to Loans) shall~~ more than one Loan be ~~satisfied~~funded on any Business Day. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increase.

Appears in 2 contracts

Sources: Loan Agreement (Lendbuzz Inc.), Loan Agreement (Lendbuzz Inc.)

Loans. (a) Subject to the terms and conditions ~~of this Agreement~~set forth herein, each Lender ~~shall~~ severally agrees to make ~~Loans~~ loans under the Revolving Line of Credit to the Borrower from time to ~~time,~~ time on any Business Day during ~~Availability Period,~~ the period from the Closing Date to the Maturity Date in an aggregate amount ~~equal~~ not to exceed at any time outstanding the ~~product~~ amount of ~~(x) the aggregate amount requested by the Borrower and (y)~~ such Lender’s ~~Applicable Percentage~~Pro Rata Share of the Revolving Line of Credit Commitment Amount; provided that, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any ~~Loan~~Borrowing, (i) the aggregate Outstanding Amount of all Revolving Line of Credit Loans shall not ~~in any event~~ exceed ~~such Lender’s Committed Loan Limit~~the Revolving Line of Credit Commitment Amount, (ii) the ~~Tranche A Principal~~ aggregate Outstanding Amount of all Loans shall not exceed the Aggregate Commitments and (iii) the aggregate Outstanding Amount of the Revolving Line of Credit Loans of any Lender shall not exceed such Lender’s Pro Rata Share of the Revolving Line of Credit Commitment Amount. Within the limits of each Lender’s Pro Rata Share of the Revolving Line of Credit Commitment Amount, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(a), prepay under Section 2.03, and reborrow under this Section 2.01(a). Revolving Line of Credit Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein. (b) Subject to the terms and conditions set forth herein, each Lender severally agrees to make term loans under the Term Commitment to the Borrower from time to time on any Business Day during the period from the Closing Date to the date that is one hundred eighty (180) calendar days following the Closing Date in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Pro Rata Share of the Term Commitment Amount; provided that, after giving effect to any ~~Loan~~Borrowing, (i) the aggregate Outstanding Amount of ~~such ▇▇▇▇▇▇’s Tranche A~~ all Term Commitment Loans ~~does~~ shall not exceed ~~such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit~~the Term Commitment Amount, (ii) the aggregate Outstanding Amount of all Loans shall not exceed the Aggregate Commitments and (iii) the ~~Tranche B Principal~~ aggregate Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the ~~Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date~~ Term Commitment Loans of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not ~~have responded affirmatively within the Increase Approval Period,~~ exceed such ~~Lender shall be deemed to have rejected the Borrower~~Lender’s ~~request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion~~ Pro Rata Share of the ~~Increase Approval Period~~Term Commitment Amount. Subject to the other terms and conditions hereof, the ~~Agent shall notify the~~ Borrower ~~of the results of such request to the Lenders~~may borrow under this Section 2.01(b) and prepay under Section 2.03; provided that, once repaid or prepaid, no amounts may be reborrowed under this Section 2.01(b). ~~If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to~~ Term Commitment Loans may be ~~granted~~ Base Rate Loans or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan LimitEurodollar Rate Loans, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increasefurther provided herein.

Appears in 2 contracts

Sources: Credit Agreement (Arthrocare Corp), Credit Agreement (Arthrocare Corp)

Loans. (a) ~~Subject~~ The Borrower may request a Borrowing (other than a Conversion) by delivering a notice (a "NOTICE OF BORROWING") to the ~~terms and conditions~~ Administrative Agent no later than 12:00 noon (New York City time) on the third Business Day or, in the case of ~~this Agreement~~ABR Loans, on the first Business Day, prior to the date of the proposed Borrowing. The Administrative Agent shall give each Lender prompt notice of each Notice of Borrowing. Each Notice of Borrowing shall ~~make Loans to~~ be in substantially the ~~Borrower from time to time, on any Business Day during Availability Period, in an aggregate amount equal to~~ form of Exhibit A and shall specify the ~~product of (x) the aggregate amount~~ requested by the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that (i) ~~the Principal Outstanding Amount~~ date of such Borrowing, (ii) Type of Loans to be made in connection with such Borrowing, (iii) Interest Period, if any, for such Loans and (iv) amount of such Borrowing. Each proposed Borrowing shall conform to the requirements of Sections 3.03 and 3.04. (b) Each Lender shall, before 12:00 noon (New York City time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's offices at ▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇~~’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit~~, ~~(ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such~~ ▇▇ ▇▇▇▇▇~~▇’s Tranche A Loans does not exceed~~ , in same day funds, such ~~▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan)~~ Lender's Percentage of such ~~▇▇▇▇▇▇’s Tranche B Loans does not exceed~~ Borrowing. After the ~~Tranche B Committed Loan Limit~~ Administrative Agent's receipt of such funds and ~~(iv) each other condition~~ upon fulfillment of the applicable conditions set forth in Article ~~V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase in~~ V, the ~~aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for~~ Administrative Agent will make such ~~increase~~ funds available to the ~~Agent (and~~ Borrower at the Administrative Agent's aforesaid address. Notwithstanding the foregoing, unless the Administrative Agent shall ~~promptly distribute~~ have received notice from a ~~copy of any such request to each of the Lenders), no later than twelve (12) Business Days~~ Lender prior to the date of any Borrowing that such ~~increase is requested~~ Lender will not make available to be the Administrative Agent such Lender's Percentage of such Borrowing, the Administrative Agent may assume that such Lender has made ~~effective (~~such Percentage available to the ~~effective~~ Administrative Agent on the date of ~~any~~ such ~~increase~~Borrowing in accordance with the first sentence of this subsection (b), ~~a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on~~ and the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan LimitAdministrative Agent may, ~~as applicable~~in reliance upon such assumption, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice make available to the Borrower ~~and the Agent advise~~ on such date a corresponding amount. (c) Any Lender may request that Loans made by it be evidenced by a Promissory Note. In such event, the Borrower shall prepare, execute and ~~Agent whether or not~~ deliver to such Lender ~~agrees~~ a Promissory Note payable to ~~accept all or any portion~~ the order of such ~~increase~~ Lender (or, if requested by such Lender, to such Lender and its ~~Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit~~registered assigns) and in a form approved by the Administrative Agent. Thereafter, ~~as applicable; provided that~~ the Loans evidenced by such ~~notice~~ Promissory Note and interest thereon shall at all times (including after assignment pursuant to Section 10.07) be ~~delivered~~ represented by one or more Promissory Notes in such form payable to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion order of the ~~Increase Approval Period~~payee named therein (or, ~~the Agent shall notify the Borrower of the results of~~ if such ~~request to the Lenders. If the Agent and any Increasing Lender (which must~~Promissory Note is a registered note, ~~in any event, include each Qualified Lender) agrees~~ to such ~~increase (such agreement to be granted or withheld in~~ payee and its ~~sole discretion~~registered assigns), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increase.

Appears in 2 contracts

Sources: Credit Agreement (Panhandle Eastern Pipe Line Co), Credit Agreement (Panhandle Eastern Pipe Line Co)

Loans. (a) ~~Subject to~~ Each Bank severally agrees, on the terms and subject to the conditions of set forth in this Agreement, ~~each Lender shall~~ to make Revolving Loans to ~~the~~ any Borrower from time to time, on any Business Day during ~~Availability Period~~the period from the Closing Date to the Maturity Date, in an aggregate amount for all Borrowers not to exceed at any time outstanding an amount equal to ~~the product of~~ (~~x) the aggregate amount requested by the Borrower and (y~~i) such ~~Lender’s Applicable Percentage, by making immediately available funds available~~ Bank's Commitment less (ii) such Bank's Percentage Share of an amount equal to sum of the ~~Agent (or an account designated by~~ Letter of Credit Obligations plus the ~~Agent) in accordance with the terms hereof~~Swingline Loans outstanding at such time; provided, ~~that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (~~that, after giving effect to any ~~Loan~~requested Borrowing on such date and any issuance of Letters of Credit on such date, (A) the Aggregate Exposure shall not ~~in any event~~ exceed the Total Commitment on such ~~Lender’s Committed~~ date, (B) Borrowing Base Exposure shall not exceed the Net Borrowing Base on such date, and (C) the aggregate principal amount of all Loans outstanding on such date shall not exceed the Loan Limit. Within the foregoing limits, the Borrowers may borrow Revolving Loans under this Section 2.1(a), prepay Revolving Loans pursuant to Section 2.5 and reborrow Revolving Loans pursuant to this Section 2.1(a). (iib) On the ~~Tranche A Principal Outstanding Amount (~~terms and conditions set forth in this Agreement, the Swingline Bank may, in its sole discretion on any Business Day during the period from the date of this Agreement until the Maturity Date, make Swingline Loans to the Company from time to time in an aggregate principal amount not to exceed $2,000,000 outstanding at any time; provided, that, after giving effect to any ~~Loan)~~ requested Borrowing on such date and any issuance of Letters of Credit on such ~~▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit~~date, (~~iii~~A) the ~~Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does~~ Aggregate Exposure shall not exceed the ~~Tranche B Committed Loan Limit~~ Total Commitment on such date, (B) Borrowing Base Exposure shall not exceed the Net Borrowing Base on such date, and (ivC) ~~each other condition~~ the aggregate principal amount of all Loans outstanding on such date shall not exceed the Loan Limit; and provided further than no Swingline Loan shall be made by the Swingline Bank if the Swingline Bank (x) has received a Swingline Restriction Notice and has not received a Termination of Swingline Restriction Notice canceling such Swingline Restriction Notice or (y) has actual knowledge that the statements set forth in ~~Article V~~ Section 7.2(b) and (~~Conditions Precedent~~ c) are not true on the date of such Swingline Loan, it being agreed by the Company that any request for a Swingline Loan by the Company and the acceptance by the Company of the proceeds of such Swingline Loan shall constitute a representation and warranty by the Company that on the date of such Swingline Loan such statements are true. Within the foregoing limits, the Company may borrow Swingline Loans under this Section 2.1(b), prepay Swingline Loans pursuant to ~~Loans) shall be satisfied~~Section 2.5 and reborrow Swingline Loans pursuant to this Section 2.1(b). (bc) The ~~Borrower may request an increase~~ Borrowers and the Banks agree that in the ~~aggregate Tranche A Committed~~ event any Swingline Loan ~~Limits and/or~~ is not repaid on the ~~aggregate Tranche B Committed Loan Limits by delivering a written request for such increase~~ date due to the Swingline Bank, the Swingline Bank shall so notify the Agent (and the Agent shall promptly ~~distribute a copy of any such request to~~ notify each of the ~~Lenders)~~Banks, ~~no later than twelve (12) Business Days prior~~ and thereupon each Bank shall pay to the ~~date~~ Agent for the account of the Swingline Bank its Percentage Share of such Swingline Loan, it being agreed that such ~~increase is requested~~ Bank's obligation to pay its share of such Swingline Loan shall be ~~made effective (~~irrevocable notwithstanding the ~~effective date of any~~ fact that such ~~increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on~~ Swingline Loan matures and becomes due and payable after the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage termination of the ~~requested increase amount. Each Lender~~Commitments, ~~acting in its sole discretion~~ acceleration of the Loans, or otherwise, and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the ~~Agent and the Borrower no fewer than five~~ conditions precedent in Section 7.2 have been satisfied (~~5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”~~a "Mandatory Funding"). ~~Any~~ Unless an Event of Default exists pursuant to Section 10.1(f) or (g), each such ~~Lender may accept all~~ payment by a Bank as part of ~~its Applicable Percentage of such increase,~~ a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender Mandatory Funding shall be deemed to ~~have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed~~ be a Base Rate Loan ~~Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request~~ made to the ~~Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees~~ Company pursuant to such ~~increase (such agreement~~ Bank's Commitment as part of a Revolving Borrowing of Base Rate Loans to ~~be granted or withheld in its sole discretion), such increase will be effective as of~~ the ~~relevant Commitment Increase Date~~Company, and the ~~Agent will deliver a written confirmation~~ Company hereby irrevocably instructs the Swingline Bank to apply the proceeds of such Mandatory Funding to the ~~Borrower specifying~~ payment of the ~~new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit~~outstanding Swingline Loans. If an Event of Default does exist pursuant to Section 10.1(f) or (g) at the time of any Mandatory Funding, each payment by a Bank as ~~applicable, or each Increasing Lender. Any~~ part of such ~~increase~~ Mandatory Funding shall be deemed to be such Bank's purchase of a participation interest in the ~~Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit~~ outstanding Swingline Loans. The Agent shall ~~be in a minimum amount~~ give each Bank notice of ~~USD 1,000,000, and shall be conditioned~~ such Mandatory Funding by 11:00 a.m. on the ~~payment by~~ date the ~~Borrower~~ Mandatory Funding is to be made. Each Bank shall make its portion of ~~any fee agreed by~~ the ~~Borrower and~~ Mandatory Funding available to the Agent for the account of the Swingline Bank in ~~connection with such increase~~immediately available funds by 1:00 p.m. on the date requested.

Appears in 2 contracts

Sources: Credit Agreement (Willbros Group Inc), Credit Agreement (Willbros Group Inc)

Loans. (a) ~~Subject~~ The Borrower may request a Borrowing (other than a Conversion) by delivering a notice (a “Notice of Borrowing”) to the Administrative Agent no later than 12:00 noon on the third Business Day or, in the case of ABR Loans, on the first Business Day, prior to the date of the proposed Borrowing. The Administrative Agent shall give each Lender prompt notice of each Notice of Borrowing. Each Notice of Borrowing shall be in substantially the form of Exhibit A and shall specify the requested (i) date of such Borrowing (which shall be a Business Day, but in no event later than the Business Day immediately preceding the Revolving Credit Termination Date), (ii) Type of Loans to be made in connection with such Borrowing, (iii) Interest Period, if any, for such Loans and (iv) amount of such Borrowing. Each proposed Borrowing shall conform to the requirements of Sections 3.03 and 3.04. (b) Each Lender shall, before 12:00 noon on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s address referred to in Section 11.02, in same day funds, such Lender’s Percentage of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article VI, the Administrative Agent will make such funds available to the Borrower at the Administrative Agent’s aforesaid address. Notwithstanding the foregoing, unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s Percentage of such Borrowing, the Administrative Agent may assume that such Lender has made such Percentage available to the Administrative Agent on the date of such Borrowing in accordance with the first sentence of this subsection (b), and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. (c) If and to the extent that any Lender (a “non-performing Lender”) shall not have made available to the Administrative Agent, in accordance with subsection (b) above, such Lender’s Percentage of any Borrowing, the non-performing Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand corresponding amounts, together with interest thereon for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Loans made in connection with such Borrowing and (ii) in the case of such Lender, the Federal Funds Effective Rate. Within the limits of each Lender’s Available Commitment and subject to the other terms and conditions set forth in this Agreement for the making of ~~this Agreement~~Loans (including Section 8.01(h)), ~~each~~ the Borrower may request (and the Lenders shall honor) one or more additional Borrowings from the performing Lenders to fund such repayment to the Administrative Agent. If a non-performing Lender shall ~~make Loans~~ repay to the ~~Borrower from time to time~~Administrative Agent such corresponding amount in full (with interest as above provided), ~~on any Business Day during Availability Period, in an aggregate amount equal to the product of~~ (x) the ~~aggregate~~ Administrative Agent shall apply such corresponding amount ~~requested by~~ and interest to the repayment to the Administrative Agent (or repayment of Loans made to fund such repayment to the Administrative Agent), and shall make any remainder available to the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender repaid shall be deemed to constitute such Lender’s Loan, made as part of such Borrowing for purposes of this Agreement as if funded concurrently with the other Loans made as part of such Borrowing, and such Lender shall forthwith cease to be deemed a non-performing Lender; if and so long as such non-performing Lender shall not repay such amount, and unless and until an Eligible Assignee shall have ~~rejected~~ assumed and performed the ~~Borrower’s~~ obligations of such non-performing Lender, all computations by the Administrative Agent of Percentages, Commitments and payments hereunder shall be made without regard to the Commitments, or outstanding Loans, of such non-performing Lender, and any amounts paid to the Administrative Agent for the account of such non-performing Lender shall be held by the Administrative Agent in trust for such non-performing Lender in a non-interest-bearing special purpose account. Nothing herein shall in any way limit, waive or otherwise reduce any claims that any party hereto may have against any non-performing Lender. The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing. (d) Any Lender may request ~~for an increase~~ that Loans made by it hereunder be evidenced by a Promissory Note. In such event, the Borrower shall prepare, execute and deliver to such Lender a Promissory Note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such Promissory Note and interest thereon shall at all times (including after assignment pursuant to Section 11.07) be represented by one or more Promissory Notes in such ~~▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or~~ form payable to the ~~Tranche B Committed Loan Limit in full. Promptly following the conclusion~~ order of the ~~Increase Approval Period~~payee named therein (or, ~~the Agent shall notify the Borrower of the results of~~ if such ~~request to the Lenders. If the Agent and any Increasing Lender (which must~~Promissory Note is a registered note, ~~in any event, include each Qualified Lender) agrees~~ to such ~~increase (such agreement to be granted or withheld in~~ payee and its ~~sole discretion~~registered assigns), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increase.

Appears in 2 contracts

Sources: Credit Agreement (Duquesne Light Holdings Inc), Credit Agreement (Duquesne Light Holdings Inc)

Loans. (ai) Subject to and upon the terms and conditions ~~of this Agreement~~herein set forth, each Tranche A Lender ~~shall~~ severally and not jointly agrees to make Tranche A Loans to the Borrower on the Closing Date, of a sum not to exceed such Lender's Commitment Percentage of the Tranche A Loan Amount. Immediately upon the making of the Tranche A Loans, the Commitments of the Tranche A Lenders shall be automatically terminated. (ii) Subject to and upon the terms and conditions herein set forth, each Tranche B Lender severally and not jointly agrees to make Tranche B Loans to the Borrower on the Closing Date, of a sum not to exceed such Lender's Commitment Percentage of the Tranche B Loan Amount. Immediately upon the making of the Tranche B Loans, the Commitments of the Tranche B Lenders shall be automatically terminated. (iii) Each Tranche C Lender severally and not jointly agrees to make Tranche C Loans to the Borrower (x) from time to ~~time~~time after the Closing Date but prior to the Last Drawdown Date, on ~~any Business Day during Availability Period~~the date specified in the relevant Draw Request, ~~in an aggregate amount~~ of a sum equal to ~~the product of~~ (~~x) the aggregate amount requested by the Borrower and (y~~A) such Lender~~’s Applicable Percentage,~~ 's Commitment Percentage multiplied by ~~making immediately available funds available to the Agent~~ (~~or an account designated by the Agent) in accordance with the terms hereof; provided, that (i~~B) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is amount requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the ~~immediately preceding sentence~~ relevant Draw Request (each such loan, together with the Final Loans (as defined below), a "Subsequent Loan"); and (y) on the Last Drawdown Date if any Commitments remain outstanding, of a sum equal to (A) such Lender's Commitment Percentage multiplied by (B) the sum of (1) the Total Commitment minus (2) the aggregate amount previously borrowed (each such loan, a "Final Loan" and together with the Initial Loans and the Subsequent Loans, the "Loans"). (iv) The aggregate principal amount of the Loans outstanding shall ~~constitute~~ not exceed $595,000,000, as such amount may be increased (i) pursuant to Section 2.1(b) or (ii) by the joinder hereto of new Lenders in accordance with Section 12.7(i). (i) In the event that after the Closing Date the Borrower consummates an ~~invitation~~ Equity Issuance, the Borrower may, upon at least 30 days' notice to ~~each Lender~~ the Administrative Agent (who shall promptly provide a copy of such notice to the other Agents and the Lenders) propose to increase ~~its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable,~~ the aggregate amount of the Commitments by an amount ~~equal~~ not to ~~its Applicable Percentage~~ exceed $250,000,000 (the amount of any such increase, the "Increased Commitments"). Each Lender party to this Agreement at such time shall have the right (but no obligation), prior to the expiration of the ~~requested increase amount. Each Lender~~30 day period, ~~acting in its sole discretion and with no obligation~~ to ~~increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall~~ elect by written notice to the Borrower and the Administrative Agent ~~advise~~ to increase its Commitments by a principal amount equal to such Lender's Commitment Percentage multiplied by the Increased Commitments. Each of the Agents shall assist and cooperate with (but shall not be obligated to commit to any Increased Commitments to) the Borrower in connection with obtaining the Increased Commitments. (ii) If any Lender party to this Agreement shall elect not to increase its Commitment pursuant to clause (i) above, the Borrower may designate another financial institution or institutions or investment fund or funds (which may be, but need not be, one or more of the existing Lenders) consented to by the Agents and the Borrower and ~~Agent whether~~ which would otherwise be permitted to be a Lender pursuant to Section 12.7 (such consent not to be unreasonably withheld or ~~not such Lender agrees~~ delayed) (each, a "Potential Lender") which at the time agree to ~~accept all or any portion~~ (i) in the case of such Potential Lender that is an existing Lender, increase its Commitment and (ii) in the case of any other such Potential Lender (an "Additional Lender"), become a party to ~~its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit~~this Agreement. The sum of the increases in the Commitments of the existing Lenders pursuant to this clause (ii) plus the Commitments of the Additional Lenders shall not in the aggregate exceed the amount of the Increased Commitments. (iii) An increase in the aggregate amount of the Commitments pursuant to this Section 2.1(b) shall become effective upon the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, by each Additional Lender and by each other Lender whose Commitment is to be increased, setting forth the new Commitments of such Lenders and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Increased Commitments and such opinions of counsel for the Borrower with respect to the Increased Commitments as ~~applicable~~the Administrative Agent may reasonably request. So long as no Default is in existence or would result therefrom, the Borrower may borrow under the Increased Commitments by following the procedures with respect to Borrowings set forth herein; provided that ~~such notice~~ (i) Installment Amounts shall be ~~delivered~~ payable with respect to Loans under the Increased Commitment on the next succeeding date on which Installment Amounts would otherwise be due and shall be paid on such dates thereafter, and (ii) the Maturity Date with respect to Loans under the Increased Commitments shall be the same as for the other Loans. (c) Any failure by the Borrower to borrow the Required Amount on or before the Last Drawdown Date, or any voluntary termination of the Commitments prior to the ~~Agent~~ Last Drawdown Date, shall result in the immediate and automatic termination of all of the remaining Commitments, and the Borrower ~~no fewer than five (5) Business Days prior~~ shall, immediately upon such failure to borrow or termination, pay to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable Administrative Agent (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request distribution to the Lenders~~. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender~~) ~~agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver~~ a ~~written confirmation~~ fee equal to the ~~Borrower specifying~~ product of (i) the ~~new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in~~ then prevailing Prepayment Premium multiplied by (ii) the ~~Tranche A Committed Loan Limit and/or~~ sum of (x) the ~~Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on~~ Total Commitment (excluding the ~~payment~~ ------------- Increased Commitments) minus (y) all amounts borrowed by the Borrower prior ----- to the date thereof. (d) The Initial Loans shall consist of ~~any fee agreed by the Borrower and the Agent in connection with such increase.~~Tranche A

Appears in 2 contracts

Sources: Loan Agreement (Omnipoint Corp \De\), Loan Agreement (Omnipoint Corp \De\)

Loans. (a) Subject to the terms and conditions ~~of this Agreement~~set forth herein, each Lender ~~shall~~ severally agrees to make ~~Loans~~ term loans (each a “Loan” and collectively, the “Loans”) to the Borrower ~~from time~~ as follows: (i) on the Closing Date, each Lender severally agrees to ~~time~~make a Loan to the Borrower in a single advance (the “Initial Advance”) in an amount not to exceed such Lender’s Commitment, provided that the aggregate principal of all Loans made by the Lenders on such date shall not exceed the Aggregate Commitments (before giving effect to mandatory reductions in the Aggregate Commitments under Section 2.07(b)); and (ii) on any other Business Day during the Availability Period, each Lender severally agrees to make a Loan to the Borrower in a single advance (the “Delayed Draw Advance”) in an ~~aggregate~~ amount ~~equal~~ not to exceed such Lender’s Pro Rata Share of the ~~product~~ Available Delayed Draw Amount, provided that (A) the Borrower may not request more than one advance pursuant to this Section 2.01(a)(ii) and (B) the sum of (x) the aggregate principal amount ~~requested by~~ of all Loans made on such date (the ~~Borrower and~~ “Delayed Draw Advance Date”) plus (y) ~~such Lender’s Applicable Percentage, by making immediately available funds available to~~ the ~~Agent (or an account designated~~ aggregate principal amount of all Loans by the ~~Agent) in accordance with~~ Lenders made on the ~~terms hereof; provided, that~~ Closing Date shall not exceed the Aggregate Commitments (~~i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after~~ before giving effect to ~~any Loan) shall not~~ mandatory reductions in ~~any event exceed such Lender’s Committed Loan Limit, (ii)~~ the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfiedAggregate Commitments under Section 2.07(b)). (b) Amounts borrowed under Section 2.01(a) and repaid or prepaid may not be reborrowed. The ~~Borrower~~ Loans may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan LimitBase Rate Loans or Eurodollar Rate Loans, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; further provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increaseherein.

Appears in 2 contracts

Sources: Term Loan Agreement (Oneok Inc /New/), Term Loan Agreement (ONEOK Partners LP)

Loans. (a) ~~Subject~~ Each Loan shall be made by the Lenders ratably in accordance with their respective Term Loan Facility A Commitments and Term Loan Facility B Commitments. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; PROVIDED that the Term Loan Facility A Commitments and the Term Loan Facility B Commitments of the Lenders are several and no Lender shall be responsible for any other Lender's failure to make Loans as required. (b) Each Lender severally agrees, on the terms and conditions of this Agreement, to make a term loan, in a single advance, to the Borrower in Dollars (PROVIDED that the same shall occur no later than thirty (30) days following the Effective Date) in an aggregate principal amount up to but not exceeding the amount of the Term Loan Facility A Commitment of such Lender. Thereafter the Borrower may convert Loans of one Type into Loans of another Type (as provided in Section 2.08) or continue Loans of one Type as Loans of the same Type (as provided in Section 2.08). (c) Each Lender severally agrees, on the terms and conditions of this Agreement, to make a term loan, in a single advance, to the Borrower in Dollars (PROVIDED that the same shall occur no later than thirty (30) days following the Effective Date) in an aggregate principal amount up to but not exceeding the amount of the Term Loan Facility B Commitment of such Lender. Thereafter the Borrower may convert Loans of one Type into Loans of another Type (as provided in Section 2.08) or continue Loans of one Type as Loans of the same Type (as provided in Section 2.08). (d) Each Loan representing the Lender's Term Loan Facility A Commitment made by each Lender shall ~~make Loans~~ be evidenced by a single promissory note of the Borrower, substantially in the form of EXHIBIT D dated the date hereof, payable to ~~the Borrower from time to time, on any Business Day during Availability Period,~~ such Lender in ~~an aggregate~~ a principal amount equal to the ~~product~~ amount of its Term Loan Facility A Commitment as originally in effect and otherwise duly completed. (xe) Each Loan representing the ~~aggregate~~ Lender's Term Loan Facility B Commitment made by each Lender shall be evidenced by a single promissory note of the Borrower, substantially in the form of EXHIBIT D dated the date hereof, payable to such Lender in a principal amount ~~requested by~~ equal to the amount of its Term Loan Facility B Commitment as originally in effect and otherwise duly completed. (f) Subject to Section 2.14, (i) each Loan shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower ~~and (y)~~ may request in accordance herewith. Each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such ~~Lender’s Applicable Percentage, by making immediately available funds available~~ Lender to make such Loan; provided that any exercise of such option shall not affect the ~~Agent (or an account designated by~~ obligation of the ~~Agent)~~ Borrower to repay such Loan in accordance with the terms ~~hereof; provided, that (i) the Principal Outstanding Amount~~ of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfiedthis Agreement. (bg) ~~The Borrower may request~~ At the commencement of each Interest Period for any Eurodollar Loan, the amount of such Eurodollar Loan shall be in an ~~increase~~ aggregate principal amount that is an integral multiple of $100,000 and not less than $500,000. At the time each ABR Loan is made, the amount of such ABR Loan shall be in ~~the~~ an aggregate ~~Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (~~principal amount that is an integral multiple of $10,000 and ~~the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later~~ not less than ~~twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”)~~$50,000; provided that ~~each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant~~ an ABR Loan may be in an aggregate amount that is equal to the ~~immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche~~ entire unused balance of either the Term Loan Facility A ~~Committed~~ Commitment or the Term Loan ~~Limit and/or its Tranche~~ Facility B ~~Committed Loan Limit~~Commitment, as ~~applicable, by an amount equal to its Applicable Percentage~~ the case may be. Loans of more than one Type may be outstanding at the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicablesame time; provided that ~~such notice~~ there shall not at any time be ~~delivered to the Agent and the Borrower no fewer~~ more than a total of five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increaseEurodollar Loans outstanding.

Appears in 2 contracts

Sources: Credit Agreement (United Surgical Partners International Inc), Credit Agreement (United Surgical Partners International Inc)

Loans. (a) ~~Subject to~~ On the terms and conditions of set forth herein, including this ~~Agreement~~Section and Article Four, ~~each Lender shall make Loans to~~ the Borrower may from time to ~~time,~~ time on any Business Day during ~~Availability Period~~the Revolving Period request that each Lender make an advance (the aggregate amount of such advances on a Funding Date, a “Loan”) in the amount of each such ▇▇▇▇▇▇’s Lender Advance, to the Borrower on a Funding Date. For the avoidance of doubt, no Lender shall have any obligation on any date to fund an amount that would cause its Lender Percentage of the Loans Outstanding, determined after giving effect to such funding, to exceed its Commitment. (b) No later than 3:00 p.m., Atlanta, Georgia time, two Business Days prior to a proposed Funding Date, the Borrower shall notify the Administrative Agent of such proposed Funding Date and Loan by delivering to the Administrative Agent (with a copy to the Account Bank): (i) a Funding Request, which will include, among other things, the proposed Funding Date, a calculations of the Maximum Available Amount and the Maximum Advance Rate Test as of the date the Loan is requested (including all components of such calculation, including any Excess Concentration Amounts) and the Principal Amount of the Loan requested, which shall be in an amount at least equal to $1,000,000 or integral multiples of $100,000 in excess thereof (or, if less, an amount equal to the Aggregate Commitment after giving effect to any payments on the related Distribution Date if the Funding Date occurs on a Distribution Date); provided, that the Administrative Agent and the Lenders may agree, each at their own discretion, to a lower Principal Amount for the related Loan; and (ii) an updated Schedule of Accounts that includes each Receivable that is the subject of the proposed Loan. (c) Following receipt by the Administrative Agent of a Funding Request, and prior to the Commitment Termination Date, each Lender severally agrees to make its Lender Advance of any Loan requested by the Borrower pursuant to Section 2.01(b), subject to the conditions contained herein, in an aggregate amount equal to the ~~product of~~ Loan so requested. (xd) the aggregate amount requested by the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that In no event shall: (i) a Lender be required to fund a Principal Amount that would cause its Lender Percentage of the ~~Principal Outstanding Amount of such ▇▇▇▇▇▇’s~~ Loans (Outstanding, determined after giving effect to ~~any Loan) shall not in any event~~ such funding, to exceed ~~such Lender’s Committed Loan Limit,~~ its Commitment; (ii) any Loan be requested hereunder, nor shall any Lender be obligated to fund its Lender Advance of any Loan, to the ~~Tranche A Principal Outstanding Amount (~~extent that after giving effect to ~~any~~ such Loan~~) of such ▇▇▇▇▇▇’s Tranche A Loans does~~ , the Maximum Advance Rate Test would not ~~exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit,~~ be satisfied; (iii) the ~~Tranche B~~ Principal ~~Outstanding~~ Amount ~~(after giving effect to~~ of any ~~Loan) of~~ Loan exceeds the Available Amount on such ~~▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and~~ day; and (iv) ~~each other condition set forth in Article V (Conditions Precedent to Loans) shall~~ more than one Loan be ~~satisfied~~funded on any Business Day. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increase.

Appears in 2 contracts

Sources: Loan Agreement (Lendbuzz Inc.), Loan Agreement (Lendbuzz Inc.)

Loans. (a) ~~Subject~~ The Borrower may request a Borrowing (other than a Conversion) by delivering a notice (a "NOTICE OF BORROWING") to the Administrative Agent no later than 3:00 P.M. on the third Business Day or, in the case of ABR Loans, on the first Business Day, prior to the date of the proposed Borrowing. The Administrative Agent shall give each Lender prompt notice of each Notice of Borrowing. Each Notice of Borrowing shall be in substantially the form of Exhibit A and shall specify the requested (i) date of such Borrowing (which shall be a Business Day, but in no event later than the Business Day immediately preceding the Revolving Credit Termination Date), (ii) Type of Loans to be made in connection with such Borrowing, (iii) Interest Period, if any, for such Loans and (iv) amount of such Borrowing. Each proposed Borrowing shall conform to the requirements of Sections 3.03 and 3.04. (b) Each Lender shall, before 12:00 noon on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's address referred to in Section 11.02, in same day funds, such Lender's Percentage of such Borrowing. After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article VI, the Administrative Agent will make such funds available to the Borrower at the Administrative Agent's aforesaid address. Notwithstanding the foregoing, unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's Percentage of such Borrowing, the Administrative Agent may assume that such Lender has made such Percentage available to the Administrative Agent on the date of such Borrowing in accordance with the first sentence of this subsection (b), and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. (c) If and to the extent that any Lender (a "NON-PERFORMING LENDER") shall not have made available to the Administrative Agent, in accordance with subsection (b) above, such Lender's Percentage of any Borrowing, the non-performing Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand corresponding amounts (not to exceed the aggregate amount that such non-performing Lender failed to make available to the Administrative Agent), together with interest thereon for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Loans made in connection with such Borrowing and (ii) in the case of such Lender, the Federal Funds Effective Rate. Within the limits of each Lender's Available Commitment and subject to the other terms and conditions set forth in this Agreement for the making of ~~this Agreement~~Loans, ~~each~~ the Borrower may request (and the Lenders shall honor) one or more additional Borrowings from the performing Lenders to fund such repayment to the Administrative Agent. If a non-performing Lender shall ~~make Loans~~ repay to the ~~Borrower from time to time~~Administrative Agent such corresponding amount in full (with interest as above provided), ~~on any Business Day during Availability Period, in an aggregate amount equal to the product of~~ (x) the ~~aggregate~~ Administrative Agent shall apply such corresponding amount ~~requested by~~ and interest to the repayment to the Administrative Agent (or repayment of Loans made to fund such repayment to the Administrative Agent), and shall make any remainder available to the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender repaid shall be deemed to constitute such Lender's Loan, made as part of such Borrowing for purposes of this Agreement as if funded concurrently with the other Loans made as part of such Borrowing, and such Lender shall forthwith cease to be deemed a non-performing Lender; if and so long as such non-performing Lender shall not repay such amount, and unless and until an Eligible Assignee shall have ~~rejected~~ assumed and performed the ~~Borrower’s~~ obligations of such non-performing Lender, all computations by the Administrative Agent of Percentages, Commitments and payments hereunder shall be made without regard to the Commitments, or outstanding Loans, of such non-performing Lender, and any amounts paid to the Administrative Agent for the account of such non-performing Lender shall be held by the Administrative Agent in trust for such non-performing Lender in a non-interest-bearing special purpose account. Nothing herein shall in any way limit, waive or otherwise reduce any claims that any party hereto may have against any non-performing Lender. The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing. (d) Any Lender may request ~~for an increase~~ that Loans made by it hereunder be evidenced by a Promissory Note. In such event, the Borrower shall prepare, execute and deliver to such Lender a Promissory Note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such Promissory Note and interest thereon shall at all times (including after assignment pursuant to Section 11.07) be represented by one or more Promissory Notes in such ~~▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or~~ form payable to the ~~Tranche B Committed Loan Limit in full. Promptly following the conclusion~~ order of the ~~Increase Approval Period~~payee named therein (or, ~~the Agent shall notify the Borrower of the results of~~ if such ~~request to the Lenders. If the Agent and any Increasing Lender (which must~~Promissory Note is a registered note, ~~in any event, include each Qualified Lender) agrees~~ to such ~~increase (such agreement to be granted or withheld in~~ payee and its ~~sole discretion~~registered assigns), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increase.

Appears in 2 contracts

Sources: Credit Agreement (Sierra Pacific Resources /Nv/), Credit Agreement (Sierra Pacific Resources /Nv/)

Loans. The obligation of each Lender to make its Loan on the Loan Borrowing Date is subject to the satisfaction of the conditions set forth in Section 3.01 and to the following additional conditions: (a) ~~Subject to~~ The Administrative Agent shall have received prior written notice of the ~~terms and conditions of this Agreement, each Lender shall make Loans to~~ proposed Loan Borrowing Date no later than 10:00 a.m. New York City time on the ~~Borrower from time to time, on any~~ day that is three (3) Business ~~Day during Availability Period, in an aggregate amount equal to the product of~~ Days (x) the aggregate amount requested by the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that (ithe Administrative Agent in its discretion may accept notice on a day that is less than three Business Days) prior to the ~~Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed~~ proposed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied.Borrowing Date; (b) The ~~Borrower may request~~ Administrative Agent shall have received an ~~increase~~ executed Borrowing Request as provided in Section 2.03 of the 2011 Credit Agreement; (c) The Administrative Agent shall have received evidence satisfactory to it that the Acquisition will be completed on the Business Day on which the Loans are borrowed; (d) All third party consents and approvals necessary or, in the ~~aggregate Tranche A Committed~~ reasonable discretion of the Administrative Agent, advisable to be obtained in connection with the Acquisition shall have been obtained and shall be in full force and effect; (e) Since December 31, 2010, there shall not have occurred any event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect; (f) The representations and warranties of the Borrower set forth or incorporated by reference in this Agreement and of each other Loan ~~Limits and/or~~ Party in any other Loan Document shall be true and correct on and as of the ~~aggregate Tranche B Committed Loan Limits by delivering a written request for such increase~~ date of, and after giving effect to, the borrowing of the Loans, except to the ~~Agent~~ extent such representations and warranties relate solely to an earlier date (in which case they shall have been true and correct as of such earlier date); (g) No Default shall have occurred and be continuing; and (h) No Law shall prohibit the ~~Agent shall promptly distribute a copy of any such request to each~~ making of the ~~Lenders)~~Loans, and no ~~later than twelve (12) Business Days prior~~ litigation or other proceeding shall be pending or threatened which would, enjoin, prohibit, restrain, or otherwise adversely affect in any material manner the making of such Loans. The delivery of the Borrowing Request with respect to the ~~date that such increase is requested to be made effective (the effective date of any such increase,~~ Loans shall constitute a ~~“Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request~~ representation and warranty by the Borrower ~~pursuant~~ as to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting matters specified in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretionparagraphs(d), ~~such increase will be effective as~~ (e), (f) and (g) of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increasethis Section 3.02.

Appears in 2 contracts

Sources: Short Term Credit Agreement, Short Term Credit Agreement (Lufkin Industries Inc)

Loans. ~~(a)~~ Subject to Section 2, we agree to lend to you the Initial Loan. You understand and agree that we are not required to send you the Initial Loan until you have provided us with all documents and fully met all conditions required by this Agreement. If there is a delay in your receipt of the Initial Loan for these or any other reasons, you agree that there will be no adverse consequence to us. Subject to the terms and conditions set forth in this Agreement, on a fixed day of each month occurring after the Effective Date and the disbursement of the Initial Loan (each, a "Disbursement Date") (unless such day is not a business day for us, in which case the Disbursement Date for such month will be the immediately succeeding business day) we agree to lend (each such loan, a "Loan" and collectively with the Initial Loan, the "Loan") you an amount not to exceed the Loan Amount for such month, provided that no Loan shall be for an amount less than $10,000 (the “Minimum Loan Amount"). We will notify you in writing of the Disbursement Date and the date the Initial Term ends; you and we agree that the Disbursement and Termination Dates set forth in such notice constitute a part of and are incorporated into this Agreement. For purposes hereof, "Loan Amount" for any month shall mean an amount not to exceed (a) for each month in the first six (6) month period of this Agreement, the amount set out in Section B above as the Initial Loan and (b) for each ~~Lender shall make Loans~~ month in any additional six (6) month period of this Agreement "Subsequent Period", the amount notified to you at least fifteen (15) days prior to the ~~Borrower from time to time, on any Business Day during Availability~~ first scheduled Disbursement Date occurring in the applicable Subsequent Period, ~~in an aggregate amount equal to~~ provided that the ~~product~~ Loan Amount for any month may not exceed $1,000,000. For purposes hereof, "Settlement Amounts" shall mean, for any applicable period, the sum of (x) the aggregate amount requested by the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that (i) ~~the Principal Outstanding Amount~~ all proceeds, settlements, payments or other amounts("Amex Settlement Amounts") with respect to all forms of ~~such ▇▇▇▇▇▇’s Loans~~ American Express bank cards and other American Express payment devices used by you for electronic transactions (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such ~~Lender agrees~~ devices were in use when this Agreement was made), including credit, debit, charge, smart, electronic benefit transfer, contactless and RFID-enabled cards ("Amex Cards") that you receive, and (ii) all proceeds, settlements, payments or other amounts (other than Amex Settlement Amounts) ("Other Network Settlement Amounts") with respect to ~~accept~~ all forms of bank cards and other payment devices used by you for electronic transactions (whether or ~~any portion of~~ not such ~~increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit~~devices were in use when this Agreement was made), ~~as applicable; provided that such notice shall be delivered to~~ including credit, debit, charge, smart, electronic benefit transfer, contactless and RFID-enabled cards (other than Amex Cards), ("Other Network Cards", together with the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increaseAmex Cards, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Periodcollectively, the ~~Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender~~"Cards") agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increasethat you receive.

Appears in 2 contracts

Sources: Business Loan and Security Agreement, Business Loan and Security Agreement (Panther Biotechnology, Inc.)

Loans. (a) Subject to the terms and conditions ~~of this Agreement~~set forth herein, each Revolver Lender ~~shall~~ severally agrees to make ~~Loans~~ loans (each such loan, a “Revolver Loan”) to the Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount ~~equal~~ not to exceed at any time outstanding the ~~product~~ amount of ~~(x) the aggregate amount requested by the Borrower and (y)~~ such Lender’s ~~Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof~~Revolver Commitment; provided, however, that ~~(i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (~~after giving effect to any ~~Loan~~Revolver Borrowing, (i) the Total Revolver Outstandings shall not in exceed the Aggregate Revolver Commitments and (ii) the aggregate Outstanding Amount of the Revolver Loans of any ~~event~~ Revolver Lender, plus such Revolver Lender’s Applicable Revolver Percentage of the Outstanding Amount of all L/C Obligations, plus such Revolver Lender’s Applicable Revolver Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s ~~Committed Loan Limit~~Revolver Commitment. Within the limits of each Lender’s Revolver Commitment, ~~(ii)~~ and subject to the ~~Tranche A Principal Outstanding Amount (after giving effect~~ other terms and conditions hereof, the Borrower’s ability to ~~any Loan) of such ▇▇▇▇▇▇’s Tranche A~~ obtain Revolver Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be ~~satisfied~~fully revolving, and accordingly the Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolver Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein. (b) ~~The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase~~ Subject to the ~~Agent~~ terms and conditions set forth herein, each Term Lender severally agrees to make a term loan (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increaseeach, a “~~Commitment Increase Date~~Term Loan”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice ) to the Borrower ~~and~~ on the ~~Agent advise~~ Closing Date (or on any Increase Effective Date with respect to increases in the ~~Borrower and Agent whether or~~ Term Commitments pursuant to Section 2.14), in an aggregate amount not to exceed such ~~Lender agrees to accept all or any~~ Term Lender’s Term Commitment; provided, however, that after giving effect thereto, the Total Term Outstandings shall not exceed the Aggregate Term Commitments. No portion of ~~such increase to its Tranche A Committed~~ any Term Loan ~~Limit and/or its Tranche B Committed Loan Limit~~that has been repaid may be reborrowed. The Term Loans may be Base Rate Loans or Eurodollar Rate Loans, as ~~applicable;~~ further provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increaseherein.

Appears in 2 contracts

Sources: Credit Agreement (SemGroup Energy Partners, L.P.), Credit Agreement (SemGroup Energy Partners, L.P.)

Loans. (a) ~~Subject to~~ Each Bank severally agrees, on the terms and conditions of this Agreement, ~~each Lender shall~~ to make ~~Loans~~ loans to the ~~Borrower~~ Borrowers in Dollars during the period from and including the Effective Date to but not including the Commitment Termination Date in an aggregate principal amount as to all Borrowers at any one time outstanding up to but not exceeding the amount of the Commitment of such Bank as in effect from time to time, on any Business Day during Availability Period, in an aggregate amount equal to the product of (x) the aggregate amount requested by the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; ~~provided,~~ provided that (i) the ~~Principal Outstanding Amount~~ aggregate principal amount of ~~such ▇▇▇▇▇▇’s Loans (after giving effect to~~ all Syndicated Loans, together with the aggregate principal amount of all Money Market Loans, at any ~~Loan)~~ one time outstanding shall not ~~in any event~~ exceed the aggregate amount of the Commitments at such ~~Lender’s Committed Loan Limit,~~ time and (ii) the ~~Tranche A Principal Outstanding Amount (after giving effect~~ aggregate principal amount of all Syndicated Loans made to AGFI, together with the aggregate principal amount of all Money Market Loans made to AGFI, at any ~~Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does~~ one time outstanding shall not exceed $400,000,000. Subject to the foregoing and the other terms and conditions of this Agreement, during such ~~▇▇▇▇▇▇’s Tranche A Committed Loan Limit~~period any Borrower may borrow, repay and reborrow the amount of the Commitments by means of Base Rate Loans and Eurodollar Loans and may Convert Syndicated Loans of one Type into Syndicated Loans of another Type (~~iii~~as provided in Section 2.09 hereof) or Continue Syndicated Loans of one Type as Syndicated Loans of the ~~Tranche B Principal Outstanding Amount~~ same Type (~~after giving effect to any Loan)~~ as provided in Section 2.09 hereof); provided that there may be no more than ten different Interest Periods for both Syndicated Loans and Money Market Loans outstanding at the same time (for which purpose Interest Periods described in different lettered clauses of ~~such ▇▇▇▇▇▇’s Tranche B Loans does not exceed~~ the ~~Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans)~~ definition of the term “Interest Period” shall be ~~satisfied~~deemed to be different Interest Periods even if they are coterminous). (b) ~~The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase~~ Notwithstanding anything to the ~~Agent (and the Agent shall promptly distribute a copy of any such request to~~ contrary contained in Section 3.01, each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower ~~pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable~~may, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the ~~Borrower and the~~ Administrative Agent ~~advise the Borrower and Agent whether or~~ not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer later than ~~five~~ 11:00 a.m. (5New York City time) three Business Days prior to the Commitment ~~Increase~~ Termination Date, convert all Syndicated Loans made to it that are outstanding on the Commitment Termination Date ~~therefor(the~~ into term loans in Dollars (such converted loans, each a “~~Increase Approval Period~~Term Loan” and collectively, the “Term Loans”) which shall mature, and be due and payable, on the date which is the first anniversary of the Commitment Termination Date (or, if such date is not a Business Day, the next preceding Business Day)~~. Any such Lender may accept all of its Applicable Percentage~~ ; provided that, both on the date of such ~~increase~~notice and on the Commitment Termination Date, ~~a portion~~ (i) no Default shall have occurred and be continuing and (ii) the representations and warranties of ~~such increase, or decline to accept any~~ the Borrowers set forth in Section 7 hereof (other than the last sentence of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender Section 7.02 hereof and Section 7.03 hereof) shall be ~~deemed to have rejected~~ true and complete with the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent same force and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective effect as if made on and as of the ~~relevant Commitment Increase Date~~date of such conversion (or, if any such representation or warranty is stated to have been made as of a specific date, as of such specific date); and provided, further, that after giving effect to such conversion the ~~Agent will deliver~~ Banks shall have no further obligation to make any additional Loans. Each Term Loan shall bear interest, until the payment in full thereof, at the rates that Loans of the same Type bear pursuant to this Agreement and shall otherwise constitute a ~~written confirmation~~ Loan for all purposes of this Agreement. Each Borrower hereby promises to pay to the ~~Borrower specifying~~ Administrative Agent for account of the ~~new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit~~Banks, ~~as applicable~~on such maturity date, ~~or each Increasing Lender. Any such increase in~~ the ~~Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum~~ unpaid principal amount of ~~USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increase~~all outstanding Term Loans made to it hereunder.

Appears in 2 contracts

Sources: 364 Day Credit Agreement (American General Finance Inc), 364 Day Credit Agreement (American General Finance Corp)

Loans. (a) Subject to the terms and conditions set forth herein and satisfaction of ~~this Agreement, each Lender shall make Loans to~~ the Borrower from time to time, on any Business Day during Availability Period, in an aggregate amount equal to the product of (x) the aggregate amount requested by the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition conditions set forth in Article V III, the Lender agrees to make one or more loans (~~Conditions Precedent~~ each, a “Loan”) to ~~Loans)~~ the Borrowers on a Business Day during the Availability Period in an amount up to and including the amount of the Aggregate Commitment; provided that the Lender shall not be ~~satisfied~~required to make Loans in the aggregate in excess of the Aggregate Commitment. The Aggregate Commitment is not revolving in nature, and amounts repaid in respect of Loans may not be reborrowed. (b) ~~The Borrower may request an increase in~~ Each Loan shall be made upon the ~~aggregate Tranche A Committed~~ Borrowers’ irrevocable Bridge Loan ~~Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase~~ Notice to the ~~Agent~~ Lender, which may be given in writing or by telephone to the Lender’s chief financial officer. Each Bridge Loan Notice must be received by the Lender not later than 10:00 a.m. one (~~and~~ 1) Business Day prior to the ~~Agent shall promptly distribute a copy~~ requested date of any ~~such request~~ Loan to ~~each of the Lenders), no~~ be funded by a Base Rate Loan or not later than ~~twelve~~ 10:00 a.m. three (123) Business Days prior to the ~~date that such increase is~~ requested ~~to be made effective (the effective~~ date of any ~~such increase,~~ Loan to be funded by a ~~“Commitment Increase Date”); provided that each Commitment Increase Date~~ LIBOR Loan. Each telephonic Bridge Loan Notice must ~~occur on the last~~ be memorialized in a writing delivered to Lender within one (1) Business Day after such telephonic Bridge Loan Notice is given. Each Bridge Loan Notice (whether telephonic or written) shall specify (i) the requested Closing Date for such Loan (which shall be a Business Day), (ii) the principal amount of the Loan requested, (iii) the Acquisition(s) to be funded by such Loan, (iii) whether the requested Loan is to be funded by a Base Rate Loan or a LIBOR Loan (and in the case of a ~~calendar quarter. Each request by~~ LIBOR Loan, the ~~Borrower pursuant~~ requested interest period for such Loan, which may be any interest period then available to the ~~immediately preceding sentence~~ Lender for LIBOR Loans), and (iv) wire transfer instructions for the Loan proceeds. (c) Subject to the satisfaction of the conditions set forth in Article III, following receipt of a Bridge Loan Notice, the Lender shall ~~constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an~~ make the amount ~~equal to its Applicable Percentage~~ of the requested ~~increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed~~ Loan ~~Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice~~ available to the ~~Borrower~~ Borrowers on the requested Closing Date and fund such Loan with a Base Rate Loan or a LIBOR Loan as requested by the ~~Agent advise~~ Borrowers under the ~~Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed~~ Bridge Loan ~~Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered~~ Notice (to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, extent a ~~portion of such increase, or decline to accept any of such increase in its Tranche A Committed~~ LIBOR Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such ~~increase~~interest period is then available under the SNH Revolving Credit Agreement).

Appears in 2 contracts

Sources: Bridge Loan Agreement (Five Star Quality Care Inc), Bridge Loan Agreement (Senior Housing Properties Trust)

Loans. (a) ~~Subject~~ Upon and subject to the terms and conditions ~~of this Agreement~~set forth herein, each Lender ~~shall~~ agrees to, severally, but not jointly, make ~~Loans to the Borrower~~ available, from time to time, ~~on any Business Day during Availability Period~~until the Commitment Termination Date, for Borrower's use and upon the request of Borrower therefor, advances (each, a "Revolving Credit Advance") in aggregate amounts equal to such Lenders' Commitment Percentage of each such Loan requested or deemed requested hereunder up to an aggregate amount at any one time outstanding equal to such Lender's Commitment Percentage of the ~~product of (x)~~ Maximum Revolving Credit Loan; PROVIDED, HOWEVER, that the aggregate principal amount ~~requested by the Borrower and~~ of all outstanding Revolving Credit Loans (~~y) such Lender’s Applicable Percentage, by making immediately available funds available~~ after giving effect to the ~~Agent (or an account designated by~~ Loans requested) shall not at any given time exceed the ~~Agent)~~ Revolving Credit Borrowing Availability. Until all amounts outstanding in ~~accordance with~~ respect of the Revolving Credit Loans shall become due and payable on the Commitment Termination Date, but subject to the terms and conditions hereof~~; provided~~, ~~that~~ Borrower may from time to time borrow, repay and reborrow under this SECTION 1.2(A). Each request for a Revolving Credit Advance shall be given in writing (iby telecopy, hand delivery, or United States mail) by Borrower to Agent at the ~~Principal Outstanding Amount of such~~ General Electric Capital Corporation, ▇▇▇▇ ▇▇▇▇▇▇~~’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit~~▇▇▇ ▇▇▇▇, ~~(ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such~~ ▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇~~’s Tranche A Loans does not exceed such~~ ▇, ▇▇▇▇▇▇~~’s Tranche A Committed Loan Limit~~▇ ▇▇▇▇▇, ~~(iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such~~ Attention: ▇▇. ▇▇▇▇ ▇▇▇▇▇▇~~’s Tranche B Loans does not exceed~~ ▇▇▇ (or such other person or address as Agent may designate to Borrower in writing), Fax No. (▇▇▇) ▇▇▇-▇▇▇▇, given no later than 12:00 p.m. (Atlanta time) on the ~~Tranche B Committed Loan Limit and~~ Business Day of the proposed Revolving Credit Advance. Each such notice (~~iv) each other condition set forth in Article V (Conditions Precedent to Loans~~a "Notice of Revolving Credit Advance") shall be ~~satisfied~~substantially in the form attached hereto as Exhibit J hereto, specifying therein the requested date, the amount of such Revolving Credit Advance, whether it will be a Prime Rate Option Advance or LIBOR Option Advance and such other information as may be required by Agent. Agent shall be entitled to rely upon and shall be fully protected under this Agreement in relying upon any Notice of Revolving Credit Advance believed by Agent to be genuine and in assuming that the persons executing and delivering the same were duly authorized unless the responsible individual acting thereon for Agent shall have actual knowledge to the contrary. (b) ~~The Borrower may request an increase in~~ Each Lender's Revolving Credit Loans and the ~~aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits~~ Borrower's obligation to repay such Revolving Credit Loans shall also be evidenced by ~~delivering~~ a ~~written request for such increase~~ Revolving Credit Note payable to the ~~Agent~~ order of such Lender. The date and amount of each Revolving Credit Advance and each payment of principal with respect thereto shall be recorded on the books and records of each such Lender, which books and records shall constitute PRIMA FACIE evidence of the accuracy of the information therein recorded. The entire unpaid balance of the Revolving Credit Loan shall be immediately due and payable on the Commitment Termination Date. (~~and~~ c) Subject to the provisions of SECTION 10.8, Agent shall promptly ~~distribute a copy~~ notify Lenders of any ~~such request~~ notice of borrowing given or deemed given pursuant to ~~each~~ this SECTION 1.2 by 2:00 p.m. (Atlanta time) on the proposed borrowing date with respect to any Prime Rate Option Advance and within a reasonable time after receipt from Borrower of a notice of borrowing with respect to a LIBOR Advance. The notice from Agent to Lenders shall set forth the ~~Lenders), no~~ information contained in Borrower's Notice of Revolving Credit Advance. Not later than ~~twelve~~ 3:30 p.m. (12Atlanta time) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the ~~last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to~~ proposed borrowing date, each Lender will make available to ~~increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit~~Agent, ~~as applicable~~for the account of Borrower, by at Agent's Office in funds immediately available to Agent, an amount equal to ~~its Applicable~~ such Lender's Commitment Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement Revolving Credit Loans to be ~~granted or withheld in its sole discretion),~~ made on such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increaseborrowing date.

Appears in 2 contracts

Sources: Loan Agreement (Bti Telecom Corp), Loan Agreement (Bti Telecom Corp)

Loans. (a) Subject to and upon the terms and conditions ~~of this Agreement~~contained herein, each Lender ~~shall~~ severally (and not jointly) agrees to make its Pro Rata Share of Revolving Loans to ~~the~~ each Borrower from time to ~~time~~time in amounts requested by such Borrower (or Administrative Borrower on behalf of such Borrower), ~~on any Business Day during Availability Period, in an~~ up to the aggregate amount outstanding for all Lenders at any time equal to the product of (x) the aggregate amount requested by the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that lesser of: (i) the ~~Principal Outstanding Amount of~~ Borrowing Base at such ~~▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit,~~ time or (ii) the ~~Tranche A Principal Outstanding Amount (after giving effect to any Loan) of~~ Maximum Credit at such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfiedtime. (b) ~~The~~ On the terms and subject to the conditions hereof, each Borrower may ~~request an increase in~~ from time to time borrow, prepay and reborrow Revolving Loans. No Lender shall be required to make any Revolving Loan, if, after giving effect thereto the aggregate ~~Tranche A Committed Loan Limits and/or~~ outstanding principal amount of all Revolving Loans of such Lender, together with such Lender’s Pro Rata Share of the aggregate ~~Tranche B Committed Loan Limits by delivering a written request for~~ amount of all Letter of Credit Obligations, would exceed such ~~increase~~ Lender’s Commitment. All Revolving Loans shall be subject to the ~~Agent~~ settlement among Lenders as provided for in Section 6.11 hereof. (~~and~~ c) Upon the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day making of a ~~calendar quarter. Each request by~~ Special Agent Advance (whether before or after the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage occurrence of ~~the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit~~ a Default or ~~its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all~~ Event of Default) or any ~~portion of such increase to its Tranche A Committed~~ Loan ~~Limit and/or its Tranche B Committed Loan Limit~~by Agent as provided in Section 6.11, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increasewithout further action by any party hereto, ~~a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (~~each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have ~~rejected~~ irrevocably and unconditionally purchased and received from Agent, without recourse or warranty, an undivided interest and participation to the ~~Borrower~~extent of such Lender’s ~~request for an increase~~ Pro Rata Share in such ~~▇▇▇▇▇▇~~Special Agent Advance or other Loan. To the extent that there is no settlement in accordance with Section 6.11 below, Agent, may at any time, require the Lenders to fund their participations. From and after the date, if any, on which any Lender has funded its participation in any Special Agent Advance or other Loan, Agent shall promptly distribute to such Lender, such Lender’s ~~Tranche A Committed Loan Limit and/or~~ Pro Rata Share of all payments of principal and interest received by Agent in respect of such Special Agent Advance or other Loan. (d) Except in Agent’s discretion, with the ~~Tranche B Committed Loan Limit in full. Promptly following~~ consent of all Lenders, or as otherwise provided herein, (i) the ~~conclusion~~ aggregate amount of the ~~Increase Approval Period~~Loans and the Letter of Credit Obligations outstanding at any time shall not exceed the Maximum Credit, (ii) the aggregate principal amount of the Revolving Loans and Letter of Credit Obligations outstanding at any time shall not exceed the Borrowing Base, and (iii) the aggregate principal amount of Loans outstanding at any time based on Eligible Inventory shall not exceed the Inventory Loan Limit. (e) In the event that (i) the aggregate amount of the Loans and the Letter of Credit Obligations outstanding at any time exceed the Maximum Credit, or (ii) except as otherwise provided herein, the ~~Agent shall notify the Borrower~~ aggregate principal amount of the ~~results~~ Revolving Loans and Letter of ~~such request to~~ Credit Obligations outstanding exceed the ~~Lenders. If~~ Borrowing Base, or (iii) the ~~Agent and~~ aggregate principal amount of Loans outstanding at any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of time based on Eligible Inventory exceeds the ~~relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed~~ Inventory Loan Limit, ~~as applicable~~such event shall not limit, waive or ~~each Increasing Lender. Any~~ otherwise affect any rights of Agent or Lenders in such ~~increase in~~ circumstances or on any future occasions and Borrowers shall, upon demand by Agent, which may be made at any time or from time to time, immediately repay to Agent the ~~Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum~~ entire amount of ~~USD 1,000,000~~any such excess(es), and ~~shall be conditioned on the~~ only such excess(es), for which payment ~~by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increase~~is demanded.

Appears in 1 contract

Sources: Loan and Security Agreement (C&d Technologies Inc)

Loans. (a) Subject to the terms and conditions ~~of this Agreement~~set forth herein, each Lender ~~shall~~ agrees to make Revolving Loans to the Borrower in Agreed Currencies from time to ~~time, on any Business Day~~ time during the Availability ~~Period,~~ Period in an aggregate principal amount ~~equal~~ that will not result in (a) subject to Sections 2.04 and 2.11(b), the ~~product~~ Dollar Amount of ~~(x) the aggregate amount requested by the Borrower and (y)~~ such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed Revolving Credit Exposure exceeding such Lender’s ~~Committed Loan Limit~~Revolving Commitment, (iib) subject to Sections 2.04 and 2.11(b), the ~~Tranche A Principal Outstanding~~ sum of the Dollar Amount of the total Revolving Credit Exposures of all Lenders exceeding the Aggregate Revolving Commitments or (~~after giving effect~~ c) subject to ~~any Loan)~~ Sections 2.04 and 2.11(b), the Dollar Amount of ~~such ▇▇▇▇▇▇’s Tranche A~~ the total outstanding principal amount of the Revolving Loans ~~does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii)~~ denominated in Foreign Currencies exceeding the ~~Tranche B Principal Outstanding Amount (after giving effect~~ Foreign Currency Sublimit. Within the foregoing limits and subject to ~~any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed~~ the ~~Tranche B Committed Loan Limit~~ terms and ~~(iv) each other condition~~ conditions set forth ~~in Article V (Conditions Precedent to~~ herein, the Borrower may borrow, prepay and reborrow Revolving Loans~~) shall be satisfied~~. (b) ~~The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase~~ Subject to the ~~Agent (~~terms and ~~the Agent shall promptly distribute~~ conditions set forth herein, each Lender agrees to make a ~~copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior~~ Term Loan to the ~~date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur~~ Borrower in Dollars on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by Effective Date in an amount ~~equal~~ not to ~~its~~ exceed such Lender’s Applicable Percentage of the ~~requested increase amount~~Term Facility. ~~Each Lender, acting in~~ A Lender shall make its ~~sole discretion and with no obligation to increase its Tranche A Committed~~ Term Loan ~~Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice~~ to the Borrower ~~and~~ by (i) continuing the ~~Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any~~ portion of ~~such increase to~~ its ~~Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to~~ term loan outstanding under the ~~Agent and the Borrower no fewer than five (5) Business Days~~ Existing Credit Agreement immediately prior to the ~~Commitment Increase~~ Effective Date ~~therefor(the “Increase Approval Period”~~(including pursuant to a cashless settlement mechanism approved by the Lead Administrative Agent and such Lender)~~. Any such Lender may accept~~ , and/or (ii) advancing additional amounts on the Effective Date that shall constitute all ~~of its Applicable Percentage of such increase,~~ or a portion of ~~such increase,~~ its Term Loan hereunder. Term Loans repaid or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall prepaid may not ~~have responded affirmatively within the Increase Approval Period, such Lender shall~~ be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increasereborrowed.

Appears in 1 contract

Sources: Credit Agreement (Intuit Inc)

Loans. (a) Each Bank severally agrees, on the terms and conditions of this Agreement, to make loans to the Company in Dollars during the period from and including the Amendment Effective Date to but not including the Revolving Credit Commitment Termination Date in an aggregate principal amount at any one time outstanding up to but not exceeding the amount of such Bank’s Revolving Loan Commitment Percentage as in effect from time to time of the aggregate amount of the Revolving Loan Commitments as in effect from time to time; provided that the aggregate amount of all Revolving Loans, Swing Line Loans, Acceptance Liabilities and Letter of Credit Liabilities at any one time outstanding shall not exceed the lesser of (x) the Revolving Loan Commitments as in effect from time to time and (y) the Borrowing Base. Subject to the terms and conditions of this Agreement, during such period the Company may borrow, repay and reborrow the amount of the Revolving Loan Commitments by means of Base Rate Loans, Eurodollar Loans and Money Market Loans and may Convert one Type into Loans of another Type (as provided in Section 2.10 hereof) or Continue Loans of one Type as Loans of the same Type (as provided in Section 2.10 hereof), provided that (a) no more than ten separate Interest Periods in respect of Eurodollar Loans from each Bank may be outstanding at any one time and (b) no more than ten separate Interest Periods in respect of Money Market Loans from each Bank may be outstanding at any one time. (b) On a single occasion after the date hereof, the Company may, by written notice to the Agent (but without the consent of the Agent) and with the consent of the Issuing Bank (such consent not to be unreasonably withheld), request that a Bank and/or a financial institution not already a Bank hereunder and acceptable to the Agent (each a “New Bank”) increase the amount of the Revolving Loan Commitments in an aggregate amount not to exceed $25,000,000 (the “Commitment Increase”) in one or more increments of at least $10,000,000 on the date specified in such notice (the “Effective Date”); provided that each Bank shall have the right of first refusal with respect to any such Commitment Increase and no Bank shall be required to participate in such Commitment Increase. Each New Bank (if any) shall become a Bank hereunder for all purposes of this Agreement and the other Basic Documents on the Effective Date. The Commitment Increase shall be subject to the satisfaction of the following conditions on or prior to the Effective Date: (i) each New Bank shall have executed and delivered to the Agent and to the Company a joinder agreement, in form and substance satisfactory to the Agent, pursuant to which the New Bank shall agree to be a Lender hereunder with a Revolving Loan Commitment equal to at least $10,000,000; (ii) the New Bank shall have purchased from each other Bank, effective as of the Effective Date, an assignment of such other Bank’s outstanding Loans on the Effective Date (for a purchase price equal to the principal amount thereof) in the respective amounts such that, after giving effect thereto, the outstanding Loans and unused Commitments shall be held ratably among the Banks; (iii) the Company shall have paid any amounts payable under Section 5.04 hereof as if the Loans being assigned pursuant to the foregoing clause (ii) were being prepaid; and (iv) no Default shall be continuing on the Effective Date. (c) Subject to the terms and conditions of this Agreement, ~~each Lender shall make Loans~~ the Revolving Loan Commitments may be utilized, upon the request of the Company to the ~~Borrower~~ Swing Line Bank, in addition to the Revolving Loans provided for by clause (a) hereof, to make swing line loans (the “Swing Line Loans”) to the Company in Dollars during the period from ~~time~~ and including the Amendment Effective Date to ~~time, on any Business Day during Availability Period,~~ but not including the Revolving Credit Commitment Termination Date in an aggregate principal amount ~~equal~~ at any one time outstanding up to but not exceeding $10,000,000 (the “Swing Line Commitment”). Subject to the ~~product~~ terms and conditions of this Agreement, during such period the Company may borrow, repay and reborrow Swing Line Loans. At the option of the Borrower, Swing Line Loans may be Base Rate Loans or Money Market Loans. On the date a Swing Line Loan is made by the Swing Line Bank, the Swing Line Bank shall be deemed to have sold and transferred to each other Bank and each such other Bank shall be deemed irrevocably and unconditionally to have purchased and received from the Swing Line Bank, without recourse or warranty, an undivided interest and participation, to the extent of such other Bank’s Revolving Loan Commitment Percentage of the Swing Line Loan so made. The Swing Line Bank shall not be permitted or required to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Commitment or (ii) unless otherwise agreed to by the Swing Line Bank, in its sole discretion, the sum of all Revolving Loans made by the Swing Line Bank plus the Swing Line Bank’s Revolving Loan Commitment Percentage of the aggregate amount of all Swing Line Loans and Letter of Credit Liabilities would exceed the Swing Line Bank’s Revolving Loan Commitment Percentage of the then existing Revolving Loan Commitment; provided that the aggregate amount of all Revolving Loans, Swing Line Loans, Acceptance Liabilities and Letter of Credit Liabilities at any one time outstanding shall not exceed the lesser of (x) the ~~aggregate amount requested by the Borrower~~ Revolving Loan Commitments as in effect from time to time and (y) ~~such Lender’s Applicable Percentage, by making immediately available funds available to~~ the ~~Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that~~ Borrowing Base. If (i) ~~the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to~~ any ~~Loan)~~ Swing Line Loan shall ~~not in any event exceed such Lender’s Committed Loan Limit~~be outstanding for more than five consecutive Business Days, (ii) any Swing Line Loan is or will be outstanding on a date when the ~~Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed~~ Company requests that a Revolving Loan ~~Limit~~be made, or (iii) any Default shall occur and be continuing, then each Bank (other than the ~~Tranche B Principal Outstanding Amount~~ Swing Line Bank) irrevocably agrees that it will, at the request of the Swing Line Bank in its sole and absolute discretion, make a Revolving Loan (~~after giving effect to any~~ which shall initially be funded as a Base Rate Loan) ~~of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth~~ in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to ~~its Applicable~~ such Bank’s Revolving Loan Commitment Percentage of the ~~requested increase amount. Each Lender, acting in its sole discretion and with no obligation~~ aggregate principal amount of all such Swing Line Loans then outstanding (such outstanding Swing Line Loans hereinafter referred to ~~increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to~~ as the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “~~Increase Approval Period~~Refunded Swing Line Loans”). ~~Any~~ On or before 2:00 p.m. New York time on the first Business Day following receipt by each Bank (other than the Swing Line Bank) of a request to make Revolving Loans as provided in the preceding sentence, each Bank (other than the Swing Line Bank) shall deposit in an account specified by the Swing Line Bank the amount so requested in same day funds and such ~~Lender may accept all of its Applicable Percentage of such increase~~funds shall be applied by the Swing Line Bank to repay the Refunded Swing Line Loans. In connection with the Refunded Swing Line Loans, ~~a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or~~ the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender Swing Line Bank shall be deemed to have ~~rejected~~ made Revolving Loans in an amount equal to the ~~Borrower~~Swing Line Bank’s ~~request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed~~ Revolving Loan ~~Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion~~ Commitment Percentage of the ~~Increase Approval Period~~aggregate principal amount of the Refunded Swing Line Loans. Upon the making (or deemed making, in the case of the Swing Line Bank) of any Revolving Loans pursuant to this paragraph, the ~~Agent~~ amount so funded shall ~~notify~~ become an outstanding Revolving Loan and shall no longer be owed as a Swing Line Loan. All interest payable with respect to any Revolving Loans made (or deemed made, in the ~~Borrower~~ case of the ~~results~~ Swing Line Bank) pursuant to this paragraph shall be appropriately adjusted to reflect the period of time during which the Swing Line Bank had outstanding Swing Line Loans in respect of which such ~~request~~ Revolving Loans were made. Each Bank’s (other than the Swing Line Bank’s) obligation to make the Revolving Loans referred to in this paragraph shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Bank may have against the Swing Line Bank, any Obligor or any Person for any reason whatsoever; (ii) the occurrence or continuation of any Default; (iii) any adverse change in the condition (financial or otherwise) of any Obligor; (iv) the acceleration or maturity of the Loans or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of any Basic Document by any Person; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing (and if, as a result of the occurrence of any Event of Default described in clauses (f) or (g) of Section 9 with respect to the ~~Lenders. If~~ Company, any Bank shall be prohibited or stayed from making any such Revolving Loan referred to in this paragraph, each such Bank shall pay to the ~~Agent and any Increasing Lender (which must, in any event, include~~ Swing Line Bank an amount equal to each ~~Qualified Lender) agrees to such increase (such agreement~~ Revolving Loan otherwise required to be ~~granted or withheld~~ made by it pursuant to this Section in ~~its sole discretion),~~ payment for the participation in the related Swing Line Loan purchased by such ~~increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation~~ Bank pursuant to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increaseforegoing clause (c)).

Appears in 1 contract

Sources: Credit Agreement (Empire Resources Inc /New/)

Loans. Each Revolving Loan borrowing (~~a) Subject to the terms and conditions of this Agreement~~including, without limitation, each Mandatory Borrowing), each payment or prepayment of principal of any Loan, each payment of fees (other than the Issuing Lender ~~shall make Loans to the Borrower from time to time, on any Business Day during Availability Period, in an aggregate amount equal to the product of (x) the aggregate amount requested~~ Fees retained by the ~~Borrower~~ Issuing Lender for its own account and ~~(y) such Lender’s Applicable Percentage, by making immediately available funds available to~~ the ~~Agent (or an account designated~~ Administrative Fees retained by the ~~Agent~~Administrative Agent for its own account), each reduction of the Revolving Committed Amount, and each conversion or continuation of any Loan, shall (except as otherwise provided in Section 3.11) be allocated pro rata among the relevant Lenders in accordance with the ~~terms hereof; provided~~respective Revolving Loan Commitment Percentages, ~~that (i) the Principal Outstanding Amount~~ Tranche A Term Loan Commitment Percentages or Tranche B Term Loan Commitment Percentages of such ~~▇▇▇▇▇▇’s Loans~~ Lenders (~~after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit~~or, ~~(ii)~~ if the ~~Tranche A Principal Outstanding Amount (after giving effect to any Loan)~~ Commitments of such ~~▇▇▇▇▇▇’s Tranche A~~ Lenders have expired or been terminated, in accordance with the respective principal amounts of the outstanding Loans ~~does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan)~~ and Participation Interests of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders~~), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”~~); provided ~~that each Commitment Increase Date must occur on the last Business Day~~ that, if any Lender shall have failed to pay its applicable pro rata share of ~~a calendar quarter. Each request by the Borrower pursuant~~ any Loan, then any amount to ~~the immediately preceding sentence shall constitute an invitation to each~~ which such Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit would otherwise be entitled pursuant to this ~~Section,~~ subsection (a) shall ~~by written notice~~ instead be payable to the ~~Borrower and~~ Administrative Agent until the ~~Agent advise the Borrower and Agent whether or~~ share of such Loan not funded by such Lender ~~agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable~~has been repaid; provided further, that ~~such notice shall~~ in the event any amount paid to any Lender pursuant to this subsection (a) is rescinded or must otherwise be ~~delivered~~ returned by the Administrative Agent, each Lender shall, upon the request of the Administrative Agent, repay to the Administrative Agent ~~and~~ the ~~Borrower no fewer than five (5)~~ amount so paid to such Lender, with interest for the period commencing on the date such payment is returned by the Administrative Agent until the date the Administrative Agent receives such repayment at a rate per annum equal to, during the period to but excluding the date two Business Days ~~prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any~~ after such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Periodrequest, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase DateFederal Funds Rate, and thereafter, the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increase.Base Rate plus two percent (2%) per annum; and

Appears in 1 contract

Sources: Credit Agreement (Davel Communications Inc)

Loans. ~~(a) Subject~~ On the Closing Date, subject to the ~~terms and~~ satisfaction of the conditions of set forth in this ~~Agreement~~Section 2, each Lender shall ~~make Loans~~ make, severally and not jointly, a Loan to the ~~Borrower from time to time, on any Business Day during Availability Period,~~ Company in ~~an aggregate~~ the amount equal to the product of (x) the aggregate amount requested by the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each Commitment Percentage of the ~~Lenders), no later than twelve (12)~~ Loans pursuant to written direction received from the Company at least three Business Days prior to the Closing Date. The Company shall pay interest to each Lender at the payment office indicated by such Lender to the Company on such Lender’s Commitment Percentage of the aggregate outstanding principal amount of the Loans at the rate of 15% per annum, payable quarterly in arrears on the first day of each calendar quarter commencing April 1, 2024, on each date when any principal amount is prepaid (as to that principal amount then being prepaid), on the Maturity Date and on the ATW Extended Maturity Term Loan Maturity Date (each such ~~increase is requested to be made effective (the effective date of any such increase~~date, a an “~~Commitment Increase~~ Interest Payment Date”) (if any Interest Payment Date is not a Business Day, then the applicable payment shall be due on the next succeeding Business Day), in cash; provided that the Company may, at its option, elect for up to (x) 100% for the six (6) months after the Closing Date and (y) thereafter, 50%, in each ~~Commitment Increase Date must occur~~ case, of any accrued but unpaid interest that would otherwise be payable on ~~the last Business Day~~ an Interest Payment Date, to be capitalized and added as of ~~a calendar quarter. Each request by the Borrower pursuant~~ such date to the ~~immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an~~ principal amount ~~equal to its Applicable Percentage~~ of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to Loans (the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “~~Increase Approval Period~~PIK Interest”). ~~Any such Lender may accept all~~ The principal amount of ~~its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or~~ the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender Loans shall be deemed to ~~have rejected~~ be increased by the ~~Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or~~ PIK Interest so capitalized and added to the ~~Tranche B Committed Loan Limit in full. Promptly following the conclusion~~ unpaid principal balance of the ~~Increase Approval Period~~Loans in accordance with the provisions hereof. All payments of principal, ~~the Agent shall notify the Borrower~~ interest and other amounts payable hereunder, or under any of the ~~results~~ Transaction Documents shall be made not later than 1:00 p.m. Eastern Standard Time on the due date therefor in Dollars in federal funds or other immediately available funds. All payments hereunder shall be made in cash, without any setoff, deduction, or withholding. Each payment (including each prepayment) by the Company on account of ~~such request~~ the principal of and interest on the Loans shall be applied to the ~~Lenders. If~~ Loans pro rata according to the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as Commitment Percentages of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increaseLenders.

Appears in 1 contract

Sources: Senior Secured Term Loan Agreement (Nauticus Robotics, Inc.)

Loans. ~~(a)~~ Subject to the terms and conditions of this Agreement and the other Loan Documents, during the term of this Agreement, the Agent, absent the occurrence of a Default or an Event of Default, may direct the Lenders, in its sole and absolute discretion, to make advances to the Borrower (each a “Loan” and collectively the “Loans”) in an amount not to exceed the lesser of (i) the Maximum Facility Amount and (ii) the Maximum Availability, except as such amount may be decreased by the Required Lenders in their sole reasonable discretion. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, repay and reborrow Loans. A request for a Loan shall be made or shall be deemed to be made, each in the following manner: the Borrower shall give the Agent not less than ten (10) Business Days’ notice, no later than 12:30 p.m. on any Business Day, of its request for a Loan, in which notice the Borrower shall specify the amount of the proposed Loan and the proposed borrowing date; provided, however, that no such request may be made at a time when there exists a Default or an Event of Default. Each request for a Loan shall be accompanied by the items specified on Exhibit A hereto (the “Advance Request Package”). In the event the Advance Request Package is incomplete, or in the event that the Agent has questions about the contents of the Advance Request Package, or in the event the Agent otherwise determines, in its sole and absolute discretion, that there are additional items that need to be submitted in addition to the Advance Request Package, then the Agent shall so notify the Borrower within two (2) Business Days of the Agent’s receipt of Borrower’s initial submission of said Advance Request Package, whereupon the Agent and the Borrower shall endeavor in good faith to resolve the foregoing anomalies. The Lenders shall have no obligation to make any Loan unless and until the Agent is satisfied with the applicable Advance Request Package in its sole and absolute discretion. Nothing contained in the previous sentence shall be construed to alter, limit or waive the discretionary nature of all Loans in general as set forth in the first paragraph of this Section 1.1. Each Lender ~~shall~~ agrees, severally to the extent of its Lending Amount and not jointly with the other Lenders, upon the terms and subject to the conditions set forth herein, to make Loans to the Borrower ~~from time to time,~~ on any Business Day ~~during Availability Period~~if the Agent has agreed, in ~~an aggregate amount equal~~ its sole and absolute discretion, to ~~the product of (x) the aggregate amount requested~~ make such Loan. Each Loan shall be funded by ~~the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent)~~ Lenders on a Pro Rata basis in accordance with their respective Lending Amounts. Subject to its receipt of notice from Agent of a Loan, each Lender shall timely honor its Lending Amount by funding its Pro Rata share of each Loan that is properly requested and that the ~~terms hereof; provided, that (i)~~ Borrower is entitled to receive under this Agreement. The Agent shall endeavor to notify the ~~Principal Outstanding Amount~~ Lenders of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for ~~such increase to the Agent~~ a Loan (~~and the Agent shall promptly distribute a copy of any such request to each of the Lenders~~or deemed request), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur by 1:30 p.m. on the ~~last Business Day of a calendar quarter~~proposed funding date. Each ~~request by the Borrower pursuant to the immediately preceding sentence~~ Lender shall ~~constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by~~ deposit with Agent an amount equal to its ~~Applicable Percentage~~ Pro Rata share of the Loan requested or deemed requested by the Borrower at the Agent’s designated bank in immediately available funds not later than 3:00 p.m. on the date of funding of such Loan, unless the Agent’s notice to Lenders is received after 1:30 p.m. on the proposed funding date, in which event Lenders shall deposit with Agent their respective Pro Rata shares of the requested ~~increase amount~~Loan on or before 11:00 a.m. of the next Business Day. ~~Each Lender~~Subject to its receipt of such amounts from the Lenders, ~~acting in its sole discretion and with no obligation to increase its Tranche A Committed~~ Agent shall make the proceeds of the Loan ~~Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall~~ received by ~~written notice~~ it available to the Borrower by disbursing such proceeds in accordance with the Borrower’s disbursement instructions set forth in the applicable Loan Request. Neither the Agent nor any Lender shall have any liability on account of any delay by any bank or other depository institution in treating the proceeds of any Loan as collected funds or any delay in receipt, or any loss, of funds that constitute a Loan, the wire transfer of which was initiated by the Agent in accordance with wiring instructions provided to the Agent. Unless the Agent shall have been notified in writing by a Lender prior to the proposed time of funding that such Lender does not intend to deposit with the Agent an amount equal such Lender’s Pro Rata share of the requested Loan, Agent may assume that such Lender has deposited or promptly will deposit its share with the Agent and the Agent ~~advise~~ may in its discretion, disburse a corresponding amount to the Borrower ~~and~~ on the applicable funding date. If a Lender’s Pro Rata share of such Loan is not in fact deposited with the Agent, then, if the Agent ~~whether or not~~ has disbursed to the Borrower an amount corresponding to such share, then such Lender agrees to ~~accept all or any portion of such increase~~ pay, and in addition the Borrower agrees to ~~its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit~~repay, ~~as applicable; provided that such notice shall be delivered~~ to the Agent forthwith on demand such corresponding amount, together with interest thereon, for each day from the date such amount is disbursed by the Agent to or for the benefit of the Borrower until the date such amount is paid or repaid to the Agent, (a) in the case of the Borrower, at the interest rate applicable to such Loan and (b) in the case of such Lender, at the Wall Street Journal Prime Rate. If such Lender repays to the Agent such corresponding amount, such amount so repaid shall constitute a Loan, and if both such Lender and the Borrower ~~no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any~~ shall have repaid such ~~Lender may accept all of its Applicable Percentage of such increase~~corresponding amount, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation promptly return to the Borrower ~~specifying the new Tranche~~ such corresponding amount in same day funds. A ~~Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit~~ notice from Agent submitted to any Lender with respect to amounts owing under this paragraph shall be ~~in a minimum amount~~ conclusive, absent manifest error. The Borrower hereby irrevocably authorizes the Agent to disburse the proceeds of ~~USD 1,000,000, and shall be conditioned on the payment~~ each Loan requested by the Borrower as follows: the proceeds of each Loan requested under this Section 1.1 shall be disbursed by the Agent in lawful money of the United States of America in immediately available funds, by credit to any ~~fee~~ account of the Borrower at the Agent or by wire transfer or Automated Clearing House (ACH) transfer to such bank accounts as may be agreed upon by the Borrower and the Agent ~~in connection with such increase~~from time to time, or elsewhere if pursuant to a written direction from the Borrower.

Appears in 1 contract

Sources: Loan and Security Agreement (Newtek Business Services Corp.)

Loans. (a) Subject to the terms and conditions ~~of this Agreement~~set forth herein, each Term Lender ~~shall~~ with a Term Loan Commitment (severally and not jointly) agrees to make ~~Loans~~ a Term Loan in Dollars to the ~~Borrower from time to time,~~ Borrowers on ~~any Business Day during Availability Period~~the Effective Date, in an ~~aggregate~~ amount equal to ~~the product of (x) the aggregate amount requested by the Borrower and (y)~~ such Lender’s ~~Applicable Percentage,~~ Term Loan Commitment by making immediately available funds available to the ~~Agent (or an account~~ Administrative Agent’s designated account, not later than the time specified by the Administrative Agent. Amounts borrowed under this Section 2.01(a) ~~in accordance with~~ are sometimes referred to herein as the “initial Term Loan.” (b) Subject to the terms ~~hereof; provided~~and conditions set forth herein, ~~that~~ each DDTL Lender with a DDTL Commitment (iseverally and not jointly) agrees to make up to five (5) Delayed Draw Term Loans in Dollars to the ~~Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect~~ Borrowers from time to ~~any Loan) shall~~ time during the Availability Period, in an aggregate principal amount not ~~in any event~~ to exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition DDTL Commitment. Except as set forth in ~~Article V (Conditions Precedent to Loans)~~ Section 4.03, any Delayed Draw Term Loan shall be ~~satisfied.~~ on the same terms (bincluding all-in pricing and maturity date) as, and pursuant to documentation applicable to, the initial Term Loan. The DDTL Commitment of each DDTL Lender shall be reduced by the aggregate amount of Delayed Draw Term Loans funded by such DDTL Lender. All Delayed Draw Term Loans, once funded shall become part of and be deemed to be of the same class as the initial Term Loan unless otherwise determined by the Administrative Agent. Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower Representative, take any and all actions as may ~~request~~ be reasonably necessary to ensure that all Delayed Draw Term Loans, when originally made or thereafter, are included in each Borrowing of outstanding initial Term Loans on a pro rata basis. Without limiting the generality of the foregoing, this may be accomplished by requiring each outstanding Borrowing of the initial Term Loan that is a Eurodollar Loan to be converted into a Borrowing of the initial Term Loan that is an ~~increase~~ ABR Loan on the date of each such Delayed Draw Term Loan, or by allocating a portion of each such Delayed Draw Term Loan to each outstanding Borrowing of the initial Term Loan that is a Eurodollar Loan on a pro rata basis. Any conversion of Eurodollar Loans to ABR Loans required by the preceding sentence shall be subject to Section 2.16. In addition, each scheduled amortization payment under Section 2.10(a) with respect to then-existing Term Loans required to be made after the making of any Delayed Draw Term Loan shall be ratably increased by the aggregate principal amount of such Delayed Draw Term Loan for all Lenders on a pro rata basis to the extent necessary (including to avoid any reduction in the ~~aggregate Tranche A Committed Loan Limits and/or~~ amortization payments to which the ~~aggregate Tranche B Committed Loan Limits by delivering a written request for~~ initial Term Lenders are entitled in respect of such ~~increase~~ Delayed Draw Term Loan). To the extent any installment under Section 2.10(a) that is scheduled to be made in respect of the initial Term Loans on any day shall have been reduced or eliminated due to the ~~Agent (and the Agent shall promptly distribute~~ application thereto of a ~~copy of any such request to each of the Lenders), no later than twelve (12) Business Days~~ prepayment prior to the date ~~that~~ on which a Delayed Draw Term Loan is funded, then notwithstanding the provisions of Section 2.18 hereof to the contrary, Lenders who hold such ~~increase is requested~~ funded Delayed Draw Term Loans on such day shall be entitled to receive the entire portion of each payment of, or application to, the installment with respect to such funded Delayed Draw Term Loan scheduled to be made ~~effective~~ on such day. (~~the effective date~~ c) Amounts repaid or prepaid in respect of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or Term Loans may not ~~such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall~~ be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increasereborrowed.

Appears in 1 contract

Sources: Credit Agreement (Chefs' Warehouse, Inc.)

Loans. Make advances, loans or extensions of credit to any Person, including any Parent, Subsidiary or Affiliate; provided that (a) ~~Subject~~ any Borrower or Guarantor may make loans, advances and extensions of credit to ~~the terms~~ a Borrower, (b) any Borrower or Guarantor may make loans, advances and ~~conditions~~ extensions of ~~this Agreement~~credit to a wholly-owned Subsidiary of a Borrower that is otherwise permitted hereunder but is not a Borrower or a Guarantor, ~~each Lender shall make Loans to the Borrower from time to time, on any Business Day during Availability Period, in an aggregate amount equal to the product of (x)~~ so long as the aggregate principal amount ~~requested by~~ of such loans, advances and extensions of credit at any time outstanding does not exceed $50,000, (c) any Subsidiary of a Borrower that is not a Borrower or a Guarantor may make loans, advances and extensions of credit to any Borrower or any Subsidiary of a Borrower, so long as the ~~Borrower~~ aggregate principal amount of such loans, advances and ~~(y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof~~extensions of credit at any time outstanding does not exceed $50,000; provided, ~~that~~ however, that, with respect to the foregoing clauses (a), (b) and (c), upon the request of Agent the following shall be satisfied: (i) the ~~Principal Outstanding Amount~~ applicable party shall have executed a demand promissory note (an "Intercompany Note"), evidencing such loan, advance or extension of credit, which Intercompany Note shall be in form and substance reasonably satisfactory to the Agent and shall be pledged and delivered to the Agent as additional collateral security for the Obligations, (ii) each Borrower or Guarantor party to any such intercompany transaction shall record all intercompany transactions on its books and records in a manner reasonably satisfactory to the Agent, (iii) the obligations of any Borrower or Guarantor under any Intercompany Note shall be subordinated to the Obligations in a manner reasonably satisfactory to the Agent, and (iv) at any time any such intercompany loan, advance or extension of credit is made and after giving effect thereto, each party thereto shall be solvent, (d) any Borrower may make loans, advances and extensions of credit to its officers, directors and employees for the sole purpose of purchasing Equity Interests in a Borrower, provided that all proceeds of any such loans, advances and extensions of credit, if any, are promptly returned to a Borrower and in no event shall such loans exceed $50,000 individually or in the aggregate, (e) any Borrower may make loans, advances or extensions of credit as consideration pursuant to a sale, lease or disposition permitted under Section 4.3(c), (f) any Borrower may make extensions of trade credit in the Ordinary Course of Business, (g) any Borrower may make loans, advances and other extensions of credit received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of and disputes with suppliers and customers in the Ordinary Course of Business, and (h) any Borrower may enter into Interest Rate ▇▇▇▇▇~~▇’s Loans (after giving effect to any Loan) shall~~ ▇ not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfiedotherwise prohibited hereunder. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increase.

Appears in 1 contract

Sources: Revolving Credit and Security Agreement (Union Drilling Inc)

Loans. (a) ~~Subject~~ Unless a shorter period is agreed to by the ----- Lender, each Lessee Working Capital Loan shall be made on notice to the ~~terms and conditions of this Agreement~~Lender, ~~each Lender shall make Loans~~ given not later than 12:00 Noon (New York City time) on the sixth (6th) Business Day prior to the ~~Borrower from time to time, on any Business Day during Availability Period~~date of the making of the proposed Lessee Working Capital Loan. Such notice shall be given by the Lessee (a "Notice of Lessee Working Capital -------------------------------- Loan") and shall be in writing, in ~~an aggregate amount equal to~~ substantially the ~~product~~ form of ~~(x) the aggregate amount requested by the Borrower and (y) such Lender’s Applicable Percentage~~Exhibit B hereto, ~~by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that~~ ---- specifying therein (i) the ~~Principal Outstanding Amount~~ requested date of the making of such ~~▇▇▇▇▇▇’s Loans (after giving effect to any~~ Lessee Working Capital Loan~~) shall not in any event exceed such Lender’s Committed Loan Limit~~, (ii) the ~~Tranche A Principal Outstanding Amount (after giving effect to any Loan)~~ requested aggregate amount of such ~~▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit~~Lessee Working Capital Loan, (iii) any specific payment instructions regarding disbursement of the ~~Tranche B Principal Outstanding Amount (after giving effect to any Loan)~~ proceeds of such ~~▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and~~ Lessee Working Capital Loan, (iv) ~~each other condition~~ the Type of Lessee Loans which will comprise a requested Lessee Working Capital Loan and (v) with respect to such Lessee Loans, the initial Interest Period applicable thereto; provided, -------- that no Lessee Loan shall be maintained as (X) a Lessee Eurodollar Rate Loan unless such Lessee Working Capital Loan is in an amount equal to or greater than $500,000 or (Y) a Lessee Base Rate Loan unless such Lessee Working Capital Loan is in an amount equal to or greater than $50,000. The Lender shall, before 11:00 A.M. (New York City time) on the date a Lessee Working Capital Loan is to occur, make available to the Disbursement Agent at the Disbursement Agent's address referred to in Section 12.02, in immediately available funds, the amount of any such Lessee Working Capital Loan. After the Disbursement Agent's receipt of such loan proceeds and upon fulfillment of the applicable conditions set forth in Article ~~V (Conditions Precedent~~ V, the Disbursement Agent will make such funds immediately available to ~~Loans) shall be satisfied~~the Lessee by depositing such funds in the Operating Account. (b) ~~The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase~~ Anything to the ~~Agent (and the Agent~~ contrary in this Agreement notwithstanding, at no time shall ~~promptly distribute a copy of any such request to each of the Lenders), no later~~ there be outstanding more than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increase.four

Appears in 1 contract

Sources: Lessee Working Capital Loan Agreement (Environmental Power Corp)

Loans. (a) ~~Subject~~ Tranche B Revolving Loans. (i) During the Tranche B Revolving Commitment Period, subject to the terms and conditions ~~of this Agreement~~hereof, each Lender ~~shall~~ agrees from time to time to make ~~Loans~~ loans to the Borrower ~~from time to time~~(each a “Tranche B Loan” and collectively, ~~on any Business Day during Availability Period,~~ the “Tranche B Loans”) in an aggregate amount up to but not exceeding its Tranche B Revolving Commitment. (ii) During the Tranche B Revolving Commitment Period, the remaining Tranche B Revolving Commitment of the Lenders hereunder on any date shall be equal to the product of (x) the aggregate amount requested by the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche ~~A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit,~~ B Commitment Availability. (iii) The Tranche B Revolving Commitment shall expire on the Tranche B ~~Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s~~ Revolving Commitment Termination Date and no new Tranche B Loans ~~does not exceed~~ shall be funded after such date. (iv) Subject to Section 2.1(c) and satisfaction of the conditions set forth in Section 3.2 amounts borrowed pursuant to this Section 2.1(a) may be repaid and re-borrowed during the Tranche B ~~Committed Loan Limit and (iv) each other condition~~ Revolving Commitment Period without premium or penalty, except as otherwise set forth in ~~Article V (Conditions Precedent to Loans) shall be satisfied.~~Section 2.7. [OppLoans SPV] A&R Credit Agreement (b) ~~The Borrower may request an increase in~~ Tranche C Revolving Loans. (i) During the ~~aggregate~~ Tranche ~~A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase~~ C Revolving Commitment Period, subject to the ~~Agent~~ terms and conditions hereof, each Lender agrees from time to time to make loans to the Borrower (each a “Tranche C Loan” and collectively, the ~~Agent shall promptly distribute a copy of any such request~~ “Tranche C Loans”) in an aggregate amount up to ~~each~~ but not exceeding its Tranche C Revolving Commitment. (ii) During the Tranche C Revolving Commitment Period, the remaining Tranche C Revolving Commitment of the ~~Lenders), no later than twelve (12) Business Days prior~~ Lenders hereunder on any date shall be equal to the ~~date that such increase is requested to be made effective~~ Tranche C Commitment Availability. (~~the effective date of any such increase, a “~~iii) The Tranche C Revolving Commitment ~~Increase Date”); provided that each Commitment Increase Date must occur~~ shall expire on the ~~last Business Day of a calendar quarter. Each request by the Borrower pursuant~~ Tranche C Revolving Commitment Termination Date and no new Tranche C Loans shall be funded after such date. (iv) Subject to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage Section 2.1(c) and satisfaction of the ~~requested increase amount. Each Lender, acting~~ conditions set forth in ~~its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit~~ Section 3.2 amounts borrowed pursuant to this ~~Section, shall by written notice to the Borrower~~ Section 2.1(b) may be repaid and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or re-borrowed during the Tranche ~~B Committed Loan Limit~~C Revolving Commitment Period without premium or penalty, except as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase otherwise set forth in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increaseSection 2.7.

Appears in 1 contract

Sources: Revolving Credit Agreement (OppFi Inc.)

Loans. (a) Subject to the terms and conditions of this Agreement, each Lender shall make Loans to the Borrower from time to time, on any Business Day during Availability Period, in an aggregate amount equal to the product of (x) the aggregate amount requested by the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that FACILITY A LOANS. (i) On the ~~Principal Outstanding Amount~~ Effective Date, the "Facility A Loans" (as defined in the Existing Credit Agreement) held by the Existing Lenders under the Existing Credit Agreement shall automatically, and without any action on the part of any Person, be designated as Facility A Loans hereunder and each of the New Lenders that is a Facility A Lender (and each Existing Lender, if any, whose relative proportion of Facility A Commitments hereunder is increasing over the proportion of "Facility A Loans" held by it under the Existing Credit Agreement) shall by assignments from the Existing Lenders (which assignments shall be deemed to occur hereunder automatically, and without any requirement for additional documentation, on the Effective Date), acquire a portion of the Facility A Loans of the Existing Lenders so designated in such ~~▇▇▇▇▇▇’s Loans~~ amounts (and the Facility A Lenders shall, through the Agent, make such additional adjustments among themselves as shall be necessary) so that after giving effect to ~~any Loan)~~ such assignments and adjustments, the Facility A Lenders shall ~~not in any event exceed such Lender’s Committed Loan Limit, (ii)~~ hold the ~~Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche~~ Facility A Loans ~~does~~ hereunder ratably in accordance with their respective Facility A Commitments. As of the Effective Date, each Existing Lender represents and warrants to each New Lender to which such Existing Lender assigns any of its Facility A Loans hereunder that it has not ~~exceed~~ created any adverse claim upon the interest being assigned by it to such ~~▇▇▇▇▇▇’s Tranche~~ New Lender hereunder and that such interest is free and clear of any adverse claim. On the Effective Date all Interest Periods under the Existing Credit Agreement in respect of the "Facility A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit Loans" under and ~~(iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase~~ as defined in the ~~aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent~~ Existing Credit Agreement shall automatically be terminated (and the ~~Agent~~ Company shall ~~promptly distribute a copy of any~~ make payments to the Existing Lenders that held such ~~request~~ "Facility A Loans" under Section 5.05 thereof to ~~each of the Lenders~~compensate for such termination), ~~no later than twelve (12) Business Days prior~~ and, subject to the ~~date that such increase is requested to be made effective~~ provisions of paragraph (c) below, the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice Company shall be ~~delivered~~ permitted to ~~the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any~~ Continue such ~~Lender may accept all of its Applicable Percentage of such increase, a portion of such increase~~"Facility A Loans" as Eurodollar Loans hereunder, or ~~decline~~ to ~~accept any of~~ convert such ~~increase in its Tranche~~ "Facility A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increaseLoans" into Base Rate Loans hereunder.

Appears in 1 contract

Sources: Credit Agreement (Suiza Foods Corp)

Loans. (a) Subject to the terms and conditions of this Agreement, ~~each~~ from the Closing Date and until the Commitment Termination Date, as applicable: (i) Lender ~~shall~~ agrees to make ~~Loans~~ available advances in respect of the Operating Loan (each, a “Revolving Credit Advance”) in $ based upon RBP or the BA Equivalent Rate (subject to a minimum of $1,000,000 and integral multiples of $100,000, in the case of Revolving Credit Advances made based upon the BA Equivalent Rate) and, subject to such limits as Lender may specify, in U.S.$ based upon RBUSBR or Adjusted Term SOFR (subject to a minimum of U.S.$1,000,000 and integral multiples of U.S.$100,000, in the case of Revolving Credit Advances made based upon Adjusted Term SOFR) and to incur Letter of Credit Obligations (not including EDC Guaranteed Letter of Credit Obligations), subject to the ~~Borrower from time to time, on any Business Day during Availability Period~~Letter of Credit Sublimit, in an aggregate outstanding amount ~~equal~~ not to exceed the Operating Loan Borrowing Availability; (ii) Lender agrees to incur EDC Guaranteed Letter of Credit Obligations subject to the ~~product~~ EDC Guaranteed Letter of Credit Limit; and (xiii) Borrower may at its request from time to time borrow, repay and reborrow, and may cause Lender to incur Letter of Credit Obligations (including, for greater certainty, EDC Guaranteed Letter of Credit Obligations), under this Section 1.1(a). (b) Provided that no Default or Event of Default has occurred, and subject to the Lender’s right to withhold such funds at any time, Lender may at its sole option and discretion, make available advances (each, a “Contract Revolver Advance”) in $ based upon RBP and in U.S.$ based upon RBUSBR, in an aggregate outstanding amount ~~requested by~~ not to exceed the Contract Revolver Borrowing Availability (the “Contract Revolver Facility”) upon receipt of a Notice of Borrowing from Borrower given no later than 3:00 p.m. (Toronto time) one (1) Business Day prior to the Business Day of the proposed advance and within one (1) Business Day of the delivery of the documents and information provided for in Section 4.1(a), as applicable. L▇▇▇▇▇ makes no commitment to make any Contract Revolver Advances and may at any time, in its sole and absolute discretion, decline to make any Contract Revolver Advances. In the event that the Borrower requests, and ~~(y) such Lender’s Applicable Percentage~~the Lender agrees, ~~by making immediately available funds available~~ to make any Contract Revolver Advances, it will do so subject to the ~~Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that~~ following: (i) the ~~Principal Outstanding Amount~~ provisions of Sections 1.1(c) and (d) shall apply mutatis mutandis to the making of any advances in respect of the Contract Revolver Facility; (ii) the Borrower may, subject to the terms hereof, borrow, repay and reborrow under the Contract Revolver Facility; (iii) upon receipt of a Notice of Borrowing, the Lender shall determine whether such advance may be a Revolving Credit Advance or a Contract Revolver Advance; and (iv) the Contract Revolver Facility shall be payable upon the occurrence of the Stated Expiry Date, unless L▇▇▇▇▇ has earlier demanded repayment in full as a result of an Event of Default. (c) Borrower shall request each Revolving Credit Advance by written notice to Lender substantially in the form of Exhibit A (each a “Notice of Borrowing”) given no later than: (i) 3:00 p.m. (Toronto time) one (1) Business Day prior to the Business Day of the proposed advance and within one (1) Business Day of the delivery of the documents and information provided for in Section 4.1(a), as applicable, in the case of Revolving Credit Advances to be made in $ based upon RBP and in U.S.$ based upon RBUSBR; and (ii) 10:00 a.m. (Toronto time) one (1) Business Day prior to the Business Day of the proposed advance and within one (1) Business Day of the delivery of the documents and information provided for in Section 4.1(a), in the case of Revolving Credit Advances to be made in $ based upon the BA Equivalent Rate; and (iii) 10:00 a.m. (Toronto time) two (2) Business Days prior to the Business Day of the proposed advance and within two (2) Business Days of the delivery of the documents and information provided for in Section 4.1(a), in the case of Revolving Credit Advances to be made in U.S.$ based upon Adjusted Term SOFR. Lender shall be fully protected under this Agreement in relying upon, and shall be entitled to rely upon: (i) any Notice of Borrowing believed by L▇▇▇▇▇ to be genuine; and (ii) the assumption that the Persons making electronic requests or executing and delivering a Notice of Borrowing were duly authorized, unless the responsible individual acting thereon for Lender shall have actual knowledge to the contrary. As an accommodation to Borrower, Lender may permit telephonic (which shall, promptly upon request be confirmed in writing by B▇▇▇▇▇▇~~’s Loans (after giving effect~~ ▇), electronic, or facsimile requests for a Revolving Credit Advance and electronic or facsimile transmittal of instructions, authorizations, agreements or reports to ~~any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such~~ Lender by B▇▇▇▇▇▇~~’s Tranche A Loans does~~ ▇. Unless Borrower specifically directs Lender in writing not ~~exceed such ▇~~to accept or act upon telephonic, facsimile or electronic communications from Borrower, Lender shall have no liability to Borrower for any loss or damage suffered by Borrower as a result of L▇▇▇▇▇’s ~~Tranche A Committed Loan Limit~~honouring of any requests, ~~(iii) the Tranche B Principal Outstanding Amount (after giving effect~~ execution of any instructions, authorizations or agreements or reliance on any reports communicated to ~~any Loan) of such~~ it telephonically, by facsimile or electronically and purporting to have been sent to Lender by Borrower, and L▇▇▇▇~~▇▇’s Tranche B Loans does not exceed~~ ▇ shall have no duty to verify the ~~Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied~~origin of any such communication or the identity or authority of the Person sending it. (bd) ~~The~~ In making any Loan hereunder Lender shall be entitled to rely upon the most recent Borrowing Base Certificates delivered to Lender by Borrower ~~may request an increase in~~ and other information available to Lender. Lender shall be under no obligation to make any further Revolving Credit Advance, Contract Revolver Advance or incur any other Obligation if Borrower has failed to deliver the ~~aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits~~ Borrowing Base Certificates, supported by ~~delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each~~ electronic uploads of the ~~Lenders~~Borrower’s perpetual Inventory, accounts receivable, accounts payable listing, copies of Purchase Orders, and other documentation described in Section 4.1(a), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, in a format acceptable to Lender by the time specified in Section 4.1(a) or if an ~~amount equal to its Applicable Percentage~~ Event of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice Default shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increasecontinuing.

Appears in 1 contract

Sources: Loan Agreement (Vicinity Motor Corp)

Loans. Each Lender hereby absolutely and unconditionally agrees to pay, promptly upon receipt of notice as provided above (~~a) Subject to the terms~~ and ~~conditions of this Agreement~~in any event, ~~each Lender shall make Loans to the Borrower from time to~~ if such notice is received by 12:00 p.m., New York City time, on ~~any~~ a Business Day, no later than 2:00 p.m., New York City time on such Business Day ~~during Availability Period~~and if received after 12:00 p.m., ~~in an aggregate amount equal~~ New York City time, on a Business Day, no later than 10:00 a.m., New York City time, on the immediately succeeding Business Day), to the ~~product~~ Administrative Agent, for the account of ~~(x)~~ the ~~aggregate amount requested by the Borrower and (y)~~ Swingline Lender, such Lender’s Applicable ~~Percentage~~Percentage of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender further acknowledges and agrees that, in making any Swingline Loan, the Swingline Lender shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower deemed made pursuant to Section 4.02. Each Lender shall comply with its obligation under this paragraph by ~~making~~ wire transfer of immediately available ~~funds available~~ funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the ~~Agent (or an account designated by~~ payment obligations of the ~~Agent) in accordance with the terms hereof; provided~~Lenders pursuant to this paragraph), that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Administrative Agent shall promptly ~~distribute a copy of any such request~~ remit to ~~each of~~ the Swingline Lender the amounts so received by it from the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the The Administrative Agent shall notify the Borrower of ~~the results~~ any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such ~~request~~ Swingline Loan shall be made to the ~~Lenders. If the~~ Administrative Agent and ~~any Increasing~~ not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (~~which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted~~ or ~~withheld in its sole discretion), such increase will be effective as~~ other Person on behalf of the ~~relevant Commitment Increase Date, and~~ Borrower) in respect of a Swingline Loan after receipt by the ~~Agent will deliver~~ Swingline Lender of the proceeds of a ~~written confirmation~~ sale of participations therein shall be promptly remitted to the ~~Borrower specifying~~ Administrative Agent; any such amounts received by the ~~new Tranche A Committed Loan Limit~~ Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and ~~Tranche B Committed Loan Limit~~to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, ~~or each Increasing Lender~~if and to the extent such payment is required to be refunded to the Borrower for any reason. ~~Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be~~ The purchase of participations in a ~~minimum amount of USD 1,000,000, and~~ Swingline Loan pursuant to this paragraph shall ~~be conditioned on the payment by~~ not relieve the Borrower of any ~~fee agreed by~~ default in the ~~Borrower and the Agent in connection with such increase~~payment thereof.

Appears in 1 contract

Sources: Revolving Credit Agreement (Marathon Petroleum Corp)

Loans. (a) ~~Subject to~~ On the terms and conditions of set forth herein, including this ~~Agreement~~Section and Article Four, ~~each Lender shall make Loans to~~ the Borrower may from time to ~~time,~~ time on any Business Day during ~~Availability Period~~the Revolving Period on which no Stop-Funding Event exists, request that each Lender make an advance (the aggregate amount of such advances on a Funding Date, a "Loan") in the amount of each such Lender's Lender Advance, to the Borrower on a Funding Date. Any such Loan may be made by a Conduit Lender in its sole discretion, and if not made by such Conduit Lender, either (i) shall be made by the related Committed Lender, to the extent that such Loan would not cause the portion of the Loans Outstanding funded by such Lender Group, determined after giving effect to such funding, to exceed its Mandatory Commitment, or (ii) may be made by the related Committed Lender in its sole discretion, to the extent that such Loan would cause the portion of the Loans Outstanding funded by such Lender Group, determined after giving effect to such funding, to exceed its Mandatory Commitment but be less than or equal to its Commitment. For the avoidance of doubt, neither any Conduit Lender nor any related Committed Lender shall have any obligation on any date to fund an amount that would cause its Lender Percentage of the Loans Outstanding, determined after giving effect to such funding, to exceed its Mandatory Commitment. (b) No later than 3:00 p.m., New York City time, two Business Days prior to a proposed Funding Date, the Borrower shall notify the Administrative Agent and the Agents of such proposed Funding Date and Loan by delivering to the Administrative Agent and the Agents (with a copy to the Account Bank): (i) a Funding Request, which will include, among other things, the proposed Funding Date, a calculation of the Borrowing Base as of the date the Loan is requested (including all components of such calculation, including any Excess Concentration Amounts) and the Principal Amount of the Loan requested, which shall be in an amount at least equal to $1,000,000 or integral multiples of $100,000 in excess thereof (or, if less, an amount equal to the Aggregate Commitment after giving effect to any payments on the related Payment Date if the Funding Date occurs on a Payment Date); and (c) Following receipt by the Administrative Agent and the Agents of a Funding Request, and prior to the Termination Date, each Lender Group severally agrees to make its Lender Advance of any Loan requested by the Borrower pursuant to Section 2.01(b), subject to the conditions contained herein, in an aggregate amount equal to the ~~product~~ Loan so requested. (d) In no event shall: (i) a Lender be required to fund a Principal Amount that would cause its Lender Percentage of ~~(x)~~ the ~~aggregate amount requested by the Borrower and (y)~~ Loans Outstanding, determined after giving effect to such ~~Lender’s Applicable Percentage~~funding, ~~by making immediately available funds available~~ to ~~the Agent (or an account designated by the Agent) in accordance with the terms hereof~~exceed its Mandatory Commitment; provided, that any Lender may elect, in its sole discretion, to fund any such Principal Amount; (iii) a Lender be required on any date to fund a Principal Amount that would cause its Lender Percentage of the ~~Principal Outstanding Amount of such ▇▇▇▇▇▇’s~~ Loans (Outstanding, determined after giving effect to such funding, to exceed its Commitment; (iii) any Loan be requested hereunder, nor shall any Lender be obligated to fund its Lender Advance of any Loan~~) shall not in any event exceed such Lender’s Committed Loan Limit~~, ~~(ii)~~ to the ~~Tranche A Principal Outstanding Amount (~~extent that after giving effect to ~~any~~ such Loan~~) of such ▇▇▇▇▇▇’s Tranche A~~ , the Loans ~~does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal~~ Outstanding ~~Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not~~ would exceed the ~~Tranche B Committed Loan Limit and~~ Borrowing Base; (iv) ~~each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase in~~ the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy Principal Amount of any Loan exceed the Available Amount on such ~~request to each of the Lenders), no later~~ day; and (v) more than ~~twelve (12)~~ one Loan be funded on any Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increaseDay.

Appears in 1 contract

Sources: Loan Agreement (Lithia Motors Inc)

Loans. (a) Subject to the terms and conditions ~~of this Agreement~~set forth herein, each Lender ~~shall~~ severally agrees to make ~~Loans~~ loans (each such loan, a “Revolving Loan”) to the ~~Borrower~~ Borrowers in Dollars or in one or more Alternative Currencies from time to ~~time,~~ time on any Business Day during the Availability ~~Period,~~ Period in an aggregate principal amount ~~equal~~ not to exceed at any time outstanding the ~~product of (x) the aggregate~~ amount requested by the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s ~~Loans (~~Revolving Commitment; provided, however, that after giving effect to any ~~Loan~~Borrowing of Revolving Loans, (i) the Total Revolving Outstandings shall not ~~in any event~~ exceed ~~such Lender’s Committed Loan Limit~~the Aggregate Revolving Commitments, (ii) the ~~Tranche A Principal~~ aggregate Outstanding Amount ~~(after giving effect to~~ of the Revolving Loans of any ~~Loan)~~ Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such ▇▇▇▇▇▇’s ~~Tranche A~~ Pro Rata Share of the Outstanding Amount of all Swing Line Loans ~~does~~ shall not exceed such ▇▇▇▇▇▇’s ~~Tranche A Committed Loan Limit~~Revolving Commitment, (iii) the ~~Tranche B Principal~~ aggregate Outstanding Amount ~~(after giving effect to any Loan)~~ of ~~such ▇▇▇▇▇▇’s Tranche B~~ all Revolving Loans ~~does~~ denominated in an Alternative Currency plus the aggregate Outstanding Amount of all Swing Line Loans denominated in an Alternative Currency plus the aggregate Outstanding Amount of all L/C Obligations denominated in an Alternative Currency shall not exceed the ~~Tranche B Committed Loan Limit~~ Alternative Currency Sublimit and (iv) ~~each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase in~~ the aggregate ~~Tranche A Committed Loan Limits and/or~~ Outstanding Amount of all Revolving Loans made to the Foreign Borrowers plus the aggregate ~~Tranche B Committed Loan Limits by delivering a written request for such increase~~ Outstanding Amount of all Swing Line Loans made to the ~~Agent (and~~ Foreign Borrowers plus the ~~Agent shall promptly distribute a copy~~ aggregate Outstanding Amount of ~~any such request to each~~ all L/C Obligations of the ~~Lenders~~Foreign Borrowers shall not exceed the Foreign Borrower Sublimit. Within the limits of each Lender’s Revolving Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01(a), ~~no later than twelve (12) Business Days prior to the date that such increase is requested to~~ prepay under Section 2.05, and reborrow under this Section 2.01(a). Revolving Loans may be ~~made effective (the effective date of any such increase~~Base Rate Loans, Term SOFR Loans, Alternative Currency Daily Rate Loans or Alternative Currency Term Rate Loans, or a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limitcombination thereof, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; further provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increaseherein.

Appears in 1 contract

Sources: Thirteenth Amendment to Fourth Amended and Restated Credit Agreement (Quanta Services, Inc.)

Loans. ~~(a) Subject to~~ On the terms and ~~conditions of this Agreement, each Lender shall make Loans~~ subject to the conditions set forth in this Agreement (including the conditions precedent set forth in Article 4), the Borrower may from time to ~~time,~~ time on any Business Day during ~~Availability~~ the Revolving Period, request that each Conduit Lender and Committed Lender make an advance (each such advance made by a Lender, a “Loan”) in the amount of each such Conduit Lender’s or Committed Lender’s Lender Percentage of the Principal Amount of the Loan requested (each, a “Lender Advance”), to the Borrower on a Funding Date. No later than 12:00 p.m., New York City time, one Business Day prior to a proposed Funding Date, the Borrower shall notify the Administrative Agent, the Agents and the Lenders of such proposed Funding Date and Loan by delivering to the Administrative Agent and the Agents (with a copy to the Account Bank): a Funding Request, which will include, among other things, the proposed Funding Date, a calculation of the Borrowing Base (calculated as of the previous Determination Date or, with respect to the initial Funding Date or any Receivables added or to be added to the Collateral following such Determination Date, but prior to or on such date of determination, the related Cutoff Date), each as of the date the Loan is requested and the Principal Amount of the Loan requested, which shall be in an amount at least equal to $500,000 or integral multiples of $1,000 in excess thereof; and an updated Schedule of Receivables that includes each Receivable, if any, that is to be purchased by the Borrower with the proceeds of the proposed Loan. Following receipt by the Administrative Agent, the Agents and the Lenders of a Funding Request, and prior to the Revolving Period Termination Date (i) each Conduit Lender (if any) may, in its sole discretion, make its Lender Advance of any Loan requested by the Borrower pursuant to Section 2.01(b), and (ii) each Committed Lender, to the extent not made by the Conduit Lender in its Lender Group (if any), severally agrees to make its Lender Advance of any Loan requested by the Borrower, in each case, subject to the conditions contained herein, in an aggregate amount equal to the ~~product of (x)~~ Loan so requested. In no event shall: a Committed Lender be required on any date to fund a Principal Amount that would cause the ~~aggregate amount requested by the Borrower and (y)~~ Loans Outstanding with respect to such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that (i) the Principal Outstanding Amount of such Committed ▇▇▇▇▇▇’s ~~Loans (~~Lender Group, as determined after giving effect to ~~any Loan) shall not in any event~~ such funding, to exceed such ~~Lender’s~~ Committed ~~Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such~~ ▇▇▇▇▇▇’s ~~Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed~~ Commitment; any Loan ~~Limit~~be requested hereunder, ~~(iii)~~ nor shall any Lender be obligated to fund its Lender Advance of any Loan, to the ~~Tranche B Principal Outstanding Amount (~~extent that after giving effect to ~~any~~ such Loan~~) of such ▇▇▇▇▇▇’s Tranche B~~ , the Loans ~~does not~~ Outstanding would exceed the ~~Tranche B Committed Loan Limit and~~ Borrowing Base (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective calculated as of the ~~relevant Commitment Increase~~ previous Determination Date or, with respect to any Receivables added or to be added to the DOCPROPERTY DOCXDOCID DMS=IManage Format=<<LIB>>/<<NUM>>v<<VER>> \* MERGEFORMAT LEGAL02/46534623v2 Collateral following such Determination Date, but prior to or on such date of determination, the related Cutoff Date); and the ~~Agent will deliver a written confirmation to~~ Principal Amount of the ~~Borrower specifying~~ Loans made on any Funding Date exceed the ~~new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any~~ Available Amount on such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increaseday.

Appears in 1 contract

Sources: Credit Agreement (Regional Management Corp.)

Loans. (a) ~~Subject to~~ Each Lender agrees, severally and not jointly, on the terms and conditions of this Agreement, to make loans (each ~~Lender shall make Loans~~ such loan, a “Loan”) to the ~~Borrower~~ Borrower, from time to ~~time~~time but not more frequently than six (6) times each calendar month, ~~on any~~ until the last Business Day ~~during Availability Period~~immediately preceding the Maturity Date, in an aggregate principal amount ~~equal~~ from time to time outstanding, together with all participations in Letters of Credit acquired by such Lender pursuant to Section 2.09(c) (Letters of Credit), not in excess of (i) from and after the date of entry of the Interim Order by the Bankruptcy Court through the date of entry of the Final Order by the Bankruptcy Court, the product of (xA) five million Dollars ($5,000,000) and (B) the ~~aggregate amount requested~~ Commitment Percentage of such Lender and (ii) from the date of entry of the Final Order by the ~~Borrower and (y)~~ Bankruptcy Court to the Maturity Date, the Commitment of such Lender~~’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof~~; provided, however, that (i) the ~~Principal Outstanding Amount~~ aggregate principal amount of ~~such ▇▇▇▇▇▇’s~~ the Loans ~~(after giving effect to~~ at any ~~Loan)~~ one time outstanding, plus the aggregate Maximum Available Amounts of all issued and outstanding Letters of Credit, shall not in exceed the Aggregate Commitment and (ii) the principal amount of the Loans at any ~~event~~ one time outstanding provided by each Lender, plus each such Lender’s Commitment Percentage of the Maximum Available Amounts of all issued and outstanding Letters of Credit, shall not exceed such Lender’s ~~Committed Loan Limit, (ii)~~ Commitment Percentage of the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfiedAggregate Commitment. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit Funding shall be in a the minimum amount of ~~USD 1,000,000,~~ one hundred thousand Dollars ($100,000). (c) Proceeds of each Loan (other than those resulting from a draw on a Letter of Credit) shall be deposited into the Revenue Account (or as otherwise agreed by the Administrative Agent and specified in the relevant Funding Notice) and applied solely in accordance with this Agreement and the Accounts Agreement and shall be ~~conditioned on~~ used solely in accordance with the ~~payment by~~ then-current DIP Budget. (d) Within the limits set forth in Section 2.01(a), the Borrower ~~of any fee agreed by the Borrower~~ may pay or prepay and ~~the Agent in connection with such increase~~reborrow Loans.

Appears in 1 contract

Sources: Debt Agreement (First United Ethanol LLC)

Loans. (a) ~~Subject~~ Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the ~~terms and conditions~~ failure of ~~this Agreement, each~~ any other Lender to make any Loan required to be made by such other Lender). (b) Each Lender shall make ~~Loans~~ each Loan to be made by it hereunder on the ~~Borrower from time to time, on any Business Day during Availability Period, in an aggregate amount equal to the product~~ proposed date thereof by wire transfer of ~~(x) the aggregate amount requested by the Borrower and (y) such Lender’s Applicable Percentage, by making~~ immediately available funds ~~available~~ to such account at such bank as the Administrative Agent may designate not later than 12:00 p.m. (or noon), New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account designated by the ~~Agent)~~ Borrower in ~~accordance with~~ the ~~terms hereof; provided~~Borrowing Request or, ~~that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan)~~ if a Borrowing shall not in occur on such date because any ~~event exceed such Lender’s Committed Loan Limit~~condition precedent herein specified shall not have been met, ~~(ii)~~ return the ~~Tranche A Principal Outstanding Amount (after giving effect~~ amounts so received to ~~any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii)~~ the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfiedrespective Lenders. (bc) ~~The Borrower may request an increase in~~ Unless the ~~aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the~~ Administrative Agent shall ~~promptly distribute~~ have received notice from a ~~copy of any such request to each of the Lenders), no later than twelve (12) Business Days~~ Lender prior to the date of any Borrowing that such ~~increase is requested~~ Lender will not make available to be the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made ~~effective (~~such portion available to the ~~effective~~ Administrative Agent on the date of ~~any~~ such ~~increase~~Borrowing in accordance with Section 2.02(b) and the Administrative Agent may, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limitin reliance upon such assumption, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice make available to the Borrower ~~and~~ on such date a corresponding amount. If the Administrative Agent ~~advise~~ shall have so made funds available then, to the ~~Borrower and Agent whether or~~ extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender agrees to ~~accept all~~ repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower to but excluding the date such amount is repaid to the Administrative Agent at a rate determined by the Administrative Agent to represent its cost of overnight or ~~any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice~~ short-term funds (which determination shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”conclusive absent manifest error). If ~~any~~ such Lender shall ~~not have responded affirmatively within~~ repay to the ~~Increase Approval Period~~Administrative Agent such corresponding amount, such ~~Lender~~ amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement. Nothing in this Section 2.02(c) shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion relieve any Lender of its obligation to fulfill its commitments hereunder or to prejudice any rights of the ~~Increase Approval Period,~~ Borrower against the ~~Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing~~ Lender ~~(which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective~~ as ~~of the relevant Commitment Increase Date, and the Agent will deliver~~ a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower result of any ~~fee agreed~~ default by ~~the Borrower and the Agent in connection with~~ such ~~increase~~Lender hereunder.

Appears in 1 contract

Sources: Credit Agreement (Tropicana Entertainment Inc.)

Appears in 1 contract

Sources: Loan and Security Agreement (Lighting Science Group Corp)

Loans. (ai) Subject to the terms and conditions ~~of this Agreement~~set forth herein and in the Ancillary Agreements, ~~each Lender shall~~ Laurus may make ~~Loans~~ loans (the "Loans") to ~~the Borrower~~ Companies from time to ~~time, on any Business Day~~ time during ~~Availability Period~~the Term which, in the aggregate at any time outstanding, will not exceed the lesser of (x) (I) the Capital Availability Amount minus (II) such reserves as Laurus may reasonably in its good faith judgment and in accordance with reasonable and commercially acceptable business practices deem proper and necessary from time to time (the "Reserves") and (y) an ~~aggregate~~ amount equal to (I) the Accounts Availability minus (II) the Reserves. The amount derived at any time from Section 2(a)(i)(y)(I) minus 2(a)(i)(y)(II) shall be referred to as the "Formula Amount." The Companies shall, jointly and severally, execute and deliver to Laurus on the Closing Date the Revolving Note and a Minimum Borrowing Note evidencing the Loans funded on the Closing Date. From time to time thereafter, the Companies shall jointly and severally execute and deliver to Laurus immediately prior to the final funding of each additional $2,500,000 tranche of Loans allocated to any Minimum Borrowing Note issued after the date hereof (calculated on a cumulative basis for each such tranche) an additional Minimum Borrowing Note evidencing such tranche, substantially in the form of the Minimum Borrowing Note delivered by the Companies to Laurus on the Closing Date. Notwithstanding anything herein to the contrary, whenever during the Term the outstanding balance on the Minimum Borrowing Note shall be less than the Minimum Borrowing Amount (such amount being referred to herein as the "Transferable Amount") to the extent that the outstanding balance on the Revolving Note should equal or exceed $500,000, that portion of the balance of the Revolving Note that exceeds $500,000, but does not exceed the Transferable Amount, shall be segregated from the outstanding balance under the Revolving Note and allocated to and aggregated with the then existing balance of the next unissued serialized Minimum Borrowing Note (the "Next Unissued Serialized Note"); provided that such segregated amount shall remain subject to the terms and conditions of such Revolving Note until a new serialized Minimum Borrowing Note is issued as set forth below. The Next Unissued Serialized Note shall remain in book entry form until the balance thereunder shall equal the Minimum Borrowing Amount, at which time a new serialized Minimum Borrowing Note in the face amount equal to the ~~product~~ Minimum Borrowing Amount will be issued and registered as set forth in the Registration Rights Agreement (and the outstanding balance under the Revolving Note shall at such time be correspondingly reduced in the amount equal to the Minimum Borrowing Amount as a result of the issuance of such new serialized Minimum Borrowing Note). (xii) Notwithstanding the ~~aggregate amount~~ limitations set forth above, if requested by any Company, Laurus retains the right to lend to such Company from time to time such amounts in excess of such limitations as Laurus may determine in its sole discretion. (iii) The Companies acknowledge that the exercise of Laurus' discretionary rights hereunder may result during the Term in one or more increases or decreases in the advance percentages used in determining Accounts Availability, and each of the Companies hereby consent to any such increases or decreases which may limit or restrict advances requested by the ~~Borrower~~ Companies. (iv) If any interest, fees, costs or charges payable to Laurus hereunder are not paid when due, each of the Companies shall thereby be deemed to have requested, and ~~(y) such Lender’s Applicable Percentage, by making immediately available funds available~~ Laurus is hereby authorized at its discretion to make and charge to the Companies' account, a Loan as of such date in an amount equal to such unpaid interest and reasonable fees, costs or charges. (v) If any Company at any time fails to perform or observe any of the covenants contained in this Agreement or any Ancillary Agreement, Laurus may, but need not, perform or observe such covenant on behalf and in the name, place and stead of such Company (or, at Laurus' option, in Laurus' name) and may, but need not, take any and all other actions which Laurus may deem necessary to cure or correct such failure (including the payment of taxes, the satisfaction of Liens, the performance of obligations owed to Account Debtors, lessors or other obligors, the procurement and maintenance of insurance, the execution of assignments, security agreements and financing statements, and the endorsement of instruments). The amount of all reasonable monies expended and all costs and expenses (including reasonable attorneys' fees and legal expenses) incurred by Laurus in connection with or as a result of the performance or observance of such agreements or the taking of such action by Laurus shall be charged to the Companies' account as a Loan and added to the Obligations. To facilitate Laurus' performance or observance of such covenants by each Company, each Company hereby irrevocably appoints Laurus, or Laurus' delegate, acting alone, as such Company's attorney in fact (which appointment is coupled with an interest) with the right (but not the duty) from time to time to create, prepare, complete, execute, deliver, endorse or file in the name and on behalf of such Company any and all instruments, documents, assignments, security agreements, financing statements, applications for insurance and other agreements and writings required to be obtained, executed, delivered or endorsed by such Company. (vi) Laurus will account to Company Agent monthly with a statement of all Loans and other advances, charges and payments made pursuant to this Agreement, and such account rendered by Laurus shall be deemed final, binding and conclusive unless Laurus is notified by Company Agent in writing to the contrary within thirty (~~or an account designated~~ 30) days following the date of receipt by the ~~Agent~~Company Agent of each rendered account, specifying the item or items to which objection is made. (vii) During the Term, the Companies may borrow and prepay Loans in accordance with the terms and conditions hereof~~; provided~~. (viii) If any Eligible Account is not paid by the Account Debtor within ninety (90) days after the date that such Eligible Account was invoiced or if any Account Debtor asserts a deduction, ~~that~~ dispute, contingency, set-off, or counterclaim with respect to any Eligible Account, (ia "Delinquent Account"), the Companies shall jointly and severally (I) reimburse Laurus for the ~~Principal Outstanding Amount~~ amount of the Loans made with respect to such Delinquent Account plus an adjustment fee in an amount equal to thirty-five hundredths of one percent (0.35%) of the gross face amount of such ~~▇▇▇▇▇▇’s Loans~~ Eligible Account or (~~after giving effect~~ II) immediately replace such Delinquent Account with an otherwise Eligible Account; provided that, to ~~any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii)~~ the ~~Tranche A Principal Outstanding Amount (after giving effect to any Loan)~~ extent that the aggregate amount of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B outstanding Loans does not exceed the ~~Tranche B Committed Loan Limit and (iv) each other condition~~ Formula Amount after giving effect to a Delinquent Account, the actions set forth in ~~Article V~~ the preceding clauses (~~Conditions Precedent to Loans~~I) and (II) shall not be satisfied. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested required to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increasetaken.

Appears in 1 contract

Sources: Security Agreement (Pacific Cma Inc)

Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 4.4 as a result of the prepayment of any such Revolving Loans. No increase of the Revolving Loan Commitments may be effected, and no Additional Term Loans may be made, under this Section if (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly related solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date). In connection with any increase in the aggregate amount of the Revolving Loan Commitments or the making of Additional Term Loans pursuant to this subsection, (a) ~~Subject~~ any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Revolving Loan Commitment or making Additional Term Loans, receives new or replacement Notes, as appropriate, in the amount of such Lender's Revolving Loan Commitment or reflecting such Additional Term Loans of the Class of Term Loans made by such Lender within 2 Business Days of the effectiveness of the applicable increase in the aggregate amount of Revolving Loan Commitments or the making of Additional Term Loans. Any increase in the Revolving Loan Commitments or making of Additional Term Loans pursuant to this Section 2.17. shall be subject to the ~~terms~~ condition that the Borrower shall have paid to the Agent, such fees as shall be due to Agent and/or the Lenders at such time under the Fee Letter or as may be agreed-upon between the Borrower, on the one hand, and ~~conditions~~ each new Lender and/or any existing Lender increasing its Revolving Loan Commitment or making Additional Term Loans, on the other hand. The provisions of this ~~Agreement~~Section 2.17. shall not constitute a “commitment” to lend, ~~each~~ and the Revolving Loan Commitments of the Lenders shall not be increased and no Additional Term Loans may be made until satisfaction of the provisions of this Section 2.17. and, in the case of an increase of the Revolving Loan Commitments, until the actual increase of the Revolving Loan Commitments as provided herein. The date an increase of the Revolving Loan Commitments or the making of Additional Term Loans, as applicable, becomes effective pursuant to this Section 2.17. is referred to herein as an “Increase Effective Date”, with any such increase or making of Additional Term Loans being conditioned upon, as required by any such new Lender ~~shall make Loans to~~ and/or existing Lender increasing its Revolving Loan Commitment or making Additional Term Loans, receipt of (A) a certificate from the Borrower ~~from time to time~~(1) certifying and attaching resolutions authorizing the increase in Revolving Loan Commitments and/or borrowing of Additional Term Loans, ~~on any Business Day during Availability Period~~as applicable, (2) resolutions of each Guarantor, if any, authorizing the Guaranty of such increase in ~~an aggregate amount equal to~~ Revolving Loans and/or the ~~product~~ borrowing of Additional Term Loans and (3) confirming the conditions set forth in (x) ~~the aggregate amount requested by the Borrower~~ and (y) ~~such Lender’s Applicable Percentage~~above have been satisfied, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (ivB) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the customary legal opinion from Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increasecounsel.

Appears in 1 contract

Sources: Credit Agreement (LXP Industrial Trust)

Loans. Except as specifically set forth on a list (athe "Loan List") ~~Subject~~ previously delivered to the ~~terms~~ MBFI Parties by Seller and ~~conditions~~ Seller Subsidiary, as of the date of this ~~Agreement~~Agreement (i) neither Seller nor any Affiliated Seller Entity is a party to any written or oral loan agreement, ~~each Lender shall make Loans~~ note or borrowing arrangement under the terms of which the obligor is more than thirty (30) days delinquent in payment of principal or interest or, to the ~~Borrower from time to time, on any Business Day during Availability Period~~best knowledge of the Representing Persons, in ~~an aggregate amount equal~~ default of any other provision as of the dates shown thereon other than loans the unpaid balance of which do not exceed $10,000 per obligor; (ii) neither Seller nor any Affiliated Seller Entity is a party to any written or oral loan agreement, note or borrowing arrangement that has been classified as "substandard, " "doubtful, " "loss, " "other loans especially mentioned" or any comparable classifications by Seller or any Affiliated Seller Entity or any Applicable Governmental Authority; (iii) neither Seller nor any Affiliated Seller Entity is a party to any written or oral loan agreement, note, or borrowing arrangement, including any loan guaranty, with any director or executive officer of Seller or any Affiliated Seller Entity, or any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing; and (iv) to the ~~product~~ best knowledge of ~~(x)~~ the ~~aggregate amount requested by~~ Representing Persons, neither Seller nor any Affiliated Seller Entity is a party to any written or oral loan agreement, note or borrowing arrangement in violation of any law, regulation or rule of any Applicable Governmental Authority, which violation could have a material adverse effect on Seller or any Affiliated Seller Entity. All loans of Seller and the ~~Borrower~~ Affiliated Seller Entities are legal and ~~(y) such Lender’s Applicable Percentage~~enforceable against Seller or the Affiliated Seller Entities, ~~by making immediately available funds available to the Agent (or an account designated by the Agent)~~ respectively, in accordance with the terms ~~hereof; provided~~thereof, that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the ~~Agent (and the Agent shall promptly distribute a copy of any such request to each~~ best knowledge of the ~~Lenders)~~Representing Persons, ~~no later than twelve (12) Business Days prior to~~ are valid and binding obligations of the ~~date that such increase is requested to~~ persons obligated in regard thereto, except as may be ~~made effective (the effective date of any such increase~~limited by bankruptcy, ~~a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request~~ insolvency, moratorium or other laws affecting creditors rights generally or by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage exercise of ~~the requested increase amount~~judicial discretion. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increase.110

Appears in 1 contract

Sources: Merger Agreement (Mb Financial Inc)

Loans. (a) ~~Subject to~~ On the terms and subject to the conditions of set forth in this Agreement, each Revolving Lender ~~shall~~ hereby agrees to make ~~Loans~~ advances to or on behalf of the Borrower (individually, a “Revolving Loan” and collectively the “Revolving Loans”) from time to ~~time,~~ time on any ~~Business Day~~ date (each such date on which a Loan is made, an “Loan Date”) during ~~Availability~~ the period from the Effective Date to the end of the Revolving Period; provided that there shall be no more than two (2) Loan Dates (unless otherwise consented to by the Agent and each affected Lender) during any calendar week; provided further that pursuant to Section 2.2(e) the Borrower shall be deemed to request that the Lenders make advances to the Unfunded Exposure Account on the last day of the Revolving Period to reduce the Exposure Amount Shortfall to zero. The Multicurrency Loans shall be made solely by the Multicurrency Lenders and the Dollar Loans shall be made solely by the Dollar Lenders, in each case in accordance with Section 2.2(d). (b) Each Term Lender hereby agrees to make advances to or on behalf of the Borrower (individually, a “Term Loan” and collectively the “Term Loans”) on the related Funding Date, pursuant to an Assignment Agreement or on any Conversion Date during the period from the Effective Date until the Term Commitment Termination Date, in each case, in an aggregate principal amount ~~equal~~ at any one time outstanding up to but not exceeding (i) such Term Lender’s Term Commitment and (ii) as to all Term Lenders, the ~~product of (x) the aggregate amount requested~~ Total Term Commitment at such time. The Multicurrency Loans shall be made solely by the ~~Borrower~~ Multicurrency Lenders and ~~(y) such Lender’s Applicable Percentage, by making immediately available funds available to~~ the ~~Agent (or an account designated~~ Dollar Loans shall be made solely by the ~~Agent)~~ Dollar Lenders, in each case in accordance with ~~the terms hereof; provided~~Section 2.2(d). (c) Under no circumstances shall any Lender make a Revolving Loan if, ~~that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (~~after giving effect to such Loan and any ~~Loan~~purchase of Eligible Collateral Obligations in connection therewith, (i) ~~shall not in any event exceed such Lender’s Committed Loan Limit~~an Unmatured Event of Default or an Event of Default would exist, (ii) ~~the Tranche A Principal Outstanding Amount (~~if immediately after giving effect ~~to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit~~thereto, a Borrowing Base Deficiency would exist, (iii) the ~~Tranche B Principal Outstanding Amount~~ Loans outstanding (~~after giving effect to any Loan~~using the Applicable Conversion Rate) ~~of such ▇▇▇▇▇▇’s Tranche B Loans does not~~ would exceed the ~~Tranche B Committed Loan Limit and~~ Facility Amount, (iv) ~~each other condition set forth in Article V~~ the Foreign Currency Loan Amount would exceed the Foreign Currency Sublimit on such day or (~~Conditions Precedent to Loans~~v) ~~shall be satisfied. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering~~ a ~~written request for such increase~~ violation of Applicable Law would occur. Subject to the ~~Agent (and~~ terms of this Agreement, during the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Revolving Period, the ~~Agent shall notify the~~ Borrower ~~of the results of such request~~ may borrow, reborrow, repay and prepay (subject to the ~~Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender~~provisions of Section 2.4) ~~agrees to such increase (such agreement to be granted~~ one or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increasemore Revolving Loans.

Appears in 1 contract

Sources: Loan and Servicing Agreement (Ares Strategic Income Fund)

Loans. (ai) Subject to the terms and conditions ~~of this Agreement~~set forth herein and in the Ancillary Agreements, ~~each Lender shall~~ Laurus may make ~~Loans~~ loans (the "LOANS") to ~~the Borrower~~ Companies from time to ~~time, on any Business Day~~ time during ~~Availability Period~~the Term which, in the aggregate at any time outstanding, will not exceed the lesser of (x) (I) the Capital Availability Amount minus (II) such reserves as Laurus may reasonably in its good faith judgment deem proper and necessary from time to time (the "RESERVES") and (y) an ~~aggregate~~ amount equal to (I) the Accounts Availability minus (II) the Reserves. The amount derived at any time from Section 2(a)(i)(y)(I) minus 2(a)(i)(y)(II) shall be referred to as the "FORMULA AMOUNT." The Companies shall, jointly and severally, execute and deliver to Laurus on the Closing Date the Revolving Note and a Minimum Borrowing Note evidencing the Loans funded on the Closing Date. From time to time thereafter, the Companies shall jointly and severally execute and deliver to Laurus immediately prior to the final funding of each additional US$1,000,000 tranche of Loans allocated to any Minimum Borrowing Note issued after the date hereof (calculated on a cumulative basis for each such tranche) an additional Minimum Borrowing Note evidencing such tranche, substantially in the form of the Minimum Borrowing Note delivered by the Companies to Laurus on the Closing Date. Notwithstanding anything herein to the contrary, whenever during the Term the outstanding balance on the Minimum Borrowing Note shall be less than the Minimum Borrowing Amount (such amount being referred to herein as the "TRANSFERABLE AMOUNT") to the extent that the outstanding balance on the Revolving Note should equal or exceed US$50,000, that portion of the balance of the Revolving Note that exceeds US$50,000, but does not exceed the Transferable Amount, shall be segregated from the outstanding balance under the Revolving Note and allocated to and aggregated with the then existing balance of the next unissued serialized Minimum Borrowing Note (the "NEXT UNISSUED SERIALIZED NOTE"); provided that such segregated amount shall remain subject to the terms and conditions of such Revolving Note until a new serialized Minimum Borrowing Note is issued as set forth below. The Next Unissued Serialized Note shall remain in book entry form until the balance thereunder shall equal the Minimum Borrowing Amount, at which time a new serialized Minimum Borrowing Note in the face amount equal to the ~~product~~ Minimum Borrowing Amount will be issued and registered as set forth in the Registration Rights Agreement (and the outstanding balance under the Revolving Note shall at such time be correspondingly reduced in the amount equal to the Minimum Borrowing Amount as a result of the issuance of such new serialized Minimum Borrowing Note). (xii) Notwithstanding the ~~aggregate amount~~ limitations set forth above, if requested by any Company, Laurus retains the right to lend to such Company from time to time such amounts in excess of such limitations as Laurus may determine in its sole discretion. (iii) The Companies acknowledge that the exercise of Laurus' discretionary rights hereunder may result during the Term in one or more increases or decreases in the advance percentages used in determining Accounts Availability and each of the Companies hereby consent to any such increases or decreases which may limit or restrict advances requested by the ~~Borrower~~ Companies. (iv) Subject to applicable laws, if any interest, fees, costs or charges payable to Laurus hereunder are not paid when due, each of the Companies shall thereby be deemed to have requested, and ~~(y) such Lender’s Applicable Percentage, by making immediately available funds available~~ Laurus is hereby authorized at its discretion to make and charge to the Companies' account, a Loan as of such date in an amount equal to such unpaid interest, fees, costs or charges. (v) If any Company at any time fails to perform or observe any of the covenants contained in this Agreement or any Ancillary Agreement, Laurus may, but need not, perform or observe such covenant on behalf and in the name, place and stead of such Company (or, at Laurus' option, in Laurus' name) and may, but need not, take any and all other actions which Laurus may deem necessary to cure or correct such failure (including the payment of taxes, the satisfaction of Liens, the performance of obligations owed to Account Debtors, lessors or other obligors, the procurement and maintenance of insurance, the execution of assignments, security agreements and financing statements, and the endorsement of instruments). The amount of all monies expended and all costs and expenses (including attorneys' fees and legal expenses) incurred by Laurus in connection with or as a result of the performance or observance of such agreements or the taking of such action by Laurus shall be charged to the Companies' account as a Loan and added to the Obligations. To facilitate Laurus' performance or observance of such covenants by each Company, each Company hereby irrevocably appoints Laurus, or Laurus' delegate, acting alone, as such Company's attorney in fact (which appointment is coupled with an interest) with the right (but not the duty) from time to time to create, prepare, complete, execute, deliver, endorse or file in the name and on behalf of such Company any and all instruments, documents, assignments, security agreements, financing statements, applications for insurance and other agreements and writings required to be obtained, executed, delivered or endorsed by such Company. (vi) Laurus will account to Company Agent monthly with a statement of all Loans and other advances, charges and payments made pursuant to this Agreement, and such account rendered by Laurus shall be deemed final, binding and conclusive unless Laurus is notified by Company Agent in writing to the contrary within thirty (30) days of the date each account was rendered specifying the item or ~~an account designated by~~ items to which objection is made. (vii) During the ~~Agent)~~ Term, the Companies may borrow and prepay Loans in accordance with the terms and conditions hereof; provided, that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (bviii) ~~The Borrower may request an increase in~~ If any Eligible Account is not paid by the ~~aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent~~ Account Debtor within ninety (~~and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12~~90) ~~Business Days prior to~~ days after the date that such ~~increase is requested~~ Eligible Account was invoiced or if any Account Debtor asserts a deduction, dispute, contingency, set-off, or counterclaim with respect to be any Eligible Account, (a "DELINQUENT ACCOUNT"), the Companies shall jointly and severally (i) reimburse Laurus for the amount of the Loans made ~~effective (the effective date of any~~ with respect to such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute Delinquent Account plus an ~~invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by~~ adjustment fee in an amount equal to ~~its Applicable Percentage~~ one-half of one percent (0.50%) of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion gross face amount of such ~~increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that~~ Eligible Account or (ii) immediately replace such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, Delinquent Account with an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increaseotherwise Eligible Account.

Appears in 1 contract

Sources: Security Agreement (Thinkpath Inc)

Loans. (ai) Upon the terms and subject to the conditions of this Agreement, and in reliance upon the representations, warranties and covenants of the Borrower herein, the Lender agrees to make revolving credit loans (the “Revolving Credit Loans”) to the Borrower at the Borrower’s request from time to time from and after the Closing Date and prior to the Maturity Date, provided that the Total Revolving Credit Outstandings (after giving effect to all requested Revolving Credit Loans and Letters of Credit) shall not at any time exceed the Commitment. Subject to the terms and conditions of this Agreement, ~~each Lender shall make Loans~~ the Borrower may borrow, repay, prepay and reborrow amounts, up to the ~~Borrower~~ limits imposed by this Section ‎2.1, from time to ~~time, on any Business Day during Availability Period, in an aggregate amount equal~~ time between the Closing Date and the Maturity Date upon request given to the ~~product~~ Lender pursuant to Section ‎2.3. Each request for a Revolving Credit Loan or a Letter of ~~(x) the aggregate amount requested~~ Credit hereunder shall constitute a representation and warranty by the Borrower ~~and (y) such Lender’s Applicable Percentage, by making immediately available funds available to~~ that the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition conditions set forth in ~~Article V~~ Sections ‎4.1 or ‎4.2 (~~Conditions Precedent to Loans~~as the case may be) ~~shall be satisfied~~have been satisfied as of the date of such request. (bii) The Borrower may (A) request ~~an increase in~~ the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase the amount of its ~~Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable,~~ Commitment (which request shall be in writing and sent to the Lender) by an amount ~~equal~~ not to ~~its Applicable Percentage~~ exceed $5,000,000 in the aggregate. In no event may the Lender’s Commitment be increased without the prior written consent of the ~~requested increase amount. Each~~ Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the ~~Agent advise~~ failure of the ~~Borrower and Agent whether or not such~~ Lender ~~agrees~~ to ~~accept all or any portion of such increase~~ respond to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase ~~in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or~~ shall be deemed a rejection by the ~~Tranche B Committed Loan Limit in full. Promptly following the conclusion~~ Lender of the ~~Increase Approval Period~~Borrower’s request. The Commitment may not be increased if, at the time of any proposed increase hereunder, a Default has occurred and is continuing. Upon any request by the Borrower to increase the Commitment, the ~~Agent~~ Borrower shall ~~notify the Borrower~~ be deemed to have represented and warranted on and as of the ~~results~~ date of such request that no Default has occurred and is continuing, giving effect to such increase. Notwithstanding anything contained in this Agreement to the ~~Lenders~~contrary, the Lender shall have no obligation whatsoever to increase the amount of its Commitment, and the Lender may at its option, unconditionally and without cause, decline to increase its Commitment. If the ~~Agent and any Increasing~~ Lender ~~(which must~~is willing, in ~~any event~~its sole and absolute discretion, ~~include each Qualified~~ to increase the amount of its Commitment hereunder, it shall enter into a written agreement to that effect with the Borrower, substantially in the form of Exhibit C (a “Commitment Increase Supplement”), which agreement shall specify, among other things, the amount of the increased Commitment of the Lender. (iii) ~~agrees~~ In no event shall an increase in the Lender’s Commitment which would result in the Commitment exceeding the amount which is authorized at such time in resolutions previously delivered to the Lender become effective until the Lender shall have received a copy of the resolutions, in form and substance reasonably satisfactory to the Lender, of the board of directors of the Borrower authorizing the borrowings contemplated pursuant to such increase, certified by the secretary or an assistant secretary of the Borrower. Notwithstanding anything herein to the contrary, in no event may the Commitment be increased hereunder unless (A) giving effect to such increase (~~such agreement to be granted or withheld in its sole discretion~~and assuming the Commitment, as so increased, is fully utilized by the Borrower), ~~such increase~~ no Default will have occurred and be continuing and the Borrower will be ~~effective as~~ in compliance on a pro forma basis with all financial covenants under Section VII and (B) the Lender shall have received a certificate of a Responsible Officer certifying that the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase condition in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection clause (A) has been satisfied (with calculations demonstrating compliance with such ~~increase~~financial covenants on a pro forma basis, in reasonable detail).

Appears in 1 contract

Sources: Credit Agreement (Mexican Restaurants Inc)

Loans. (a) Subject to the terms and conditions of this Agreement, ~~each~~ from the Closing Date and until the Commitment Termination Date (i) Lender ~~shall~~ agrees (A) to make ~~Loans~~ available advances (each, a "DOMESTIC REVOLVING CREDIT ADVANCE") and (B) to incur Letter of Credit Obligations, in an aggregate outstanding amount for any Borrower not to exceed the Domestic Borrowing Availability of such Borrower, and (ii) any Borrower may at the request of Leading Borrower as agent for such Borrower from time to ~~time~~time borrow, ~~on any Business Day during Availability Period~~repay and reborrow Domestic Revolving Credit Advances, and may cause Lender to incur Letter of Credit Obligations, under this SECTION 1.1(a). (b) Subject to the terms and conditions of this Agreement, from the Closing Date and until the Commitment Termination Date, (i) Lender agrees to make available to Leading Borrower only additional advances (each, a "FOREIGN REVOLVING CREDIT ADVANCE"), in an aggregate outstanding amount ~~equal~~ not to exceed the Foreign Borrowing Availability, and (ii) Leading Borrower (but not any Other Borrower) may from time to time borrow, repay and reborrow the Foreign Revolving Credit Advances, under this SECTION 1.1(b). Any Other Borrower may repay Foreign Revolving Credit Advances made to Leading Borrower to the ~~product~~ extent such repayments also constitute repayments of outstanding Permitted Intercompany Loans from Leading Borrower to such Other Borrower. (xc) Leading Borrower, as agent for each Borrower, shall request each Domestic Revolving Credit Advance, and Leading Borrower, for itself, shall request each Foreign Revolving Credit Advance, by written notice to Lender substantially in the form of EXHIBIT A (each a "NOTICE OF REVOLVING CREDIT ADVANCE") given no later than 12:00 P.M. (Chicago time) on the Business Day of the proposed advance Revolving Credit Advance. Lender shall be fully protected under this Agreement in relying upon, and shall be entitled to rely upon, (i) any Notice of Revolving Credit Advance believed by Lender to be genuine, and (ii) the ~~aggregate amount requested~~ assumption that the Persons making electronic requests or executing and delivering a Notice of Revolving Credit Advance were duly authorized, unless the responsible individual acting thereon for Lender shall have actual knowledge to the contrary. As an accommodation to Borrowers, Lender may permit telephonic, electronic, or facsimile requests for a Revolving Credit Advance and electronic or facsimile transmittal of instructions, authorizations, agreements or reports to Lender by ~~the~~ any Borrower. Unless Borrowers specifically direct Lender in writing not to accept or act upon telephonic, facsimile or electronic communications from any Borrower, Lender shall have no liability to any Borrower for any loss or damage suffered by any Borrower as a result of Lender's honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to it telephonically, by facsimile or electronically and purporting to have been sent to Lender by any Borrower and ~~(y)~~ Lender shall have no duty to verify the origin of any such ~~Lender’s Applicable Percentage~~communication or the identity or authority of the Person sending it. The Domestic Revolving Credit Loan shall be evidenced by, ~~by making immediately available funds available to the Agent (or an account designated by the Agent)~~ and be repayable in accordance with the terms ~~hereof; provided~~of, ~~that (i)~~ the ~~Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed~~ Domestic Revolving Credit Notes and this Agreement. The Foreign Revolving Credit Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be ~~satisfied~~evidenced by, and be repayable in accordance with the terms of, the Foreign Revolving Credit Note and this Agreement. (bd) ~~The~~ In making any Loan hereunder Lender shall be entitled to rely upon the most recent Borrowing Base Certificates delivered to Lender by such Borrower ~~may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase~~ and other information available to ~~the Agent (and the Agent~~ Lender. Lender shall ~~promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to~~ be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with under no obligation to ~~increase its Tranche A Committed Loan Limit~~ make any further Revolving Credit Advance to any Borrower or ~~its Tranche B Committed Loan Limit pursuant~~ incur any other Obligation if any Borrower shall have failed to ~~this Section, shall by written notice~~ deliver any Borrowing Base Certificate to ~~the Borrower and the Agent advise the Borrower and Agent whether or not such~~ Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the ~~Borrower of any fee agreed by the Borrower and the Agent~~ time specified in ~~connection with such increase~~SECTION 4.1(b).

Appears in 1 contract

Sources: Loan and Security Agreement (Ballantyne of Omaha Inc)

Loans. ~~(a)~~ Subject to the terms and conditions ~~of this Agreement~~set forth herein, each Lender ~~shall~~ severally agrees to make ~~Loans~~ loans (each such loan, a “Revolving Loan”) to the Parent Borrower in Dollars and to the Canadian Borrower in either Dollars or Canadian Dollars from time to ~~time,~~ time on any Business Day during the Availability ~~Period,~~ Period in an aggregate amount ~~equal~~ not to exceed at any time outstanding the ~~product~~ amount of ~~(x) the aggregate amount requested by the Borrower and (y)~~ such Lender’s ~~Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof~~Revolving Commitment; provided, however, that ~~(i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (~~after giving effect to any ~~Loan~~Revolving Borrowing, (i) the Total Revolving Outstandings shall not ~~in any event~~ exceed ~~such Lender’s Committed Loan Limit~~the Aggregate Revolving Commitments, (ii) the ~~Tranche A Principal~~ aggregate Outstanding Amount ~~(after giving effect to~~ of the Revolving Loans of any ~~Loan)~~ Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations plus such ~~▇▇▇▇▇▇~~Lender’s ~~Tranche A~~ Applicable Percentage of the Outstanding Amount of all Swing Line Loans ~~does~~ shall not exceed such ~~▇▇▇▇▇▇~~Lender’s ~~Tranche A Committed Loan Limit,~~ Revolving Commitment and (iii) the ~~Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does~~ Total Revolving Canadian Outstandings shall not exceed the ~~Tranche B Committed Loan Limit~~ Canadian Borrower Sublimit. Within the limits of each Lender’s Revolving Commitment, and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase subject to the ~~Agent (~~other terms and conditions hereof, the ~~Agent shall promptly distribute a copy of any such request to each of the Lenders)~~Borrowers may borrow under this Section 2.01, ~~no later than twelve (12) Business Days prior~~ prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Loans may be Base Rate Loans, Eurodollar Rate Loans or CDOR Rate Loans, as further provided herein. Notwithstanding anything to the ~~date~~ contrary herein, a Swing Line Loan may not be converted to a Eurodollar Rate Loan or CDOR Rate Loan. Each Lender at its option may make Revolving Loans by causing any domestic or foreign branch or Affiliate of such Lender to make such Revolving Loan, by advising the Administrative Agents that such ~~increase is requested to be made effective (the effective date~~ domestic or foreign branch or Affiliate of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender ~~agrees to accept all or any portion of~~ will make such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”)Revolving Loan. Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increase.

Appears in 1 contract

Sources: Credit Agreement (Graybar Electric Co Inc)

Loans. (a) ~~Subject~~ Each Bank severally agrees, subject to the terms and conditions of this Agreement, ~~each Lender shall~~ from time to time on or after the date hereof and prior to the Maturity Date, to make Loans to the ~~Borrower~~ Company in an aggregate principal amount at any one time outstanding up to but not exceeding such Bank's Commitment at such time. Subject to the conditions precedent in this Agreement, any Loan repaid prior to the Maturity Date may be reborrowed prior to the Maturity Date pursuant to the terms of this Agreement. All outstanding principal of, accrued and unpaid interest on, and accrued and unpaid fees with respect to, the Loans shall be due and payable on May 3, 2000; PROVIDED, HOWEVER, that (PROVIDED that no Default shall have occurred and be continuing) the Maturity Date may be extended for one or more successive periods of 364 days each pursuant to SECTION 2.1(C); and PROVIDED FURTHER, that the Company may elect, by written notice to the Agent delivered no later than 30 days prior to the then-effective Maturity Date, to repay the principal of all Loans outstanding as of such Maturity Date in one installment, which shall be due and payable 364 days after such Maturity Date. In the event the Company elects in accordance with this Agreement to repay the Loans in one installment, the outstanding principal balance of such Loans shall bear interest at a rate per annum equal to the Eurodollar Rate from time to ~~time, on any Business Day during Availability Period,~~ time in ~~an aggregate amount equal~~ effect plus the Eurodollar Margin from time to time in effect pursuant to the ~~product~~ Pricing Schedule. Facility Fees shall continue to accrue and be payable during the period of ~~(x) the aggregate amount requested by the Borrower and (y)~~ any such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfiedextension. (b) ~~The Borrower may request~~ Notwithstanding anything in this Agreement to the contrary, (i) no Bank shall be required to have Loans at any one time outstanding in an ~~increase~~ amount which shall exceed in the aggregate ~~Tranche A Committed~~ such Bank's Commitment, and (ii) if a Bank fails to make a Loan ~~Limits and/or~~ as and when required hereunder and the ~~aggregate Tranche B Committed Loan Limits by delivering~~ Company subsequently makes a ~~written request for~~ repayment on the Notes, such ~~increase~~ repayment shall be split among the non-defaulting Banks ratably in accordance with their respective Commitment Percentages (computed without regard to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the ~~requested increase amount~~defaulting Bank) until each Bank has its Commitment Percentage of all outstanding Loans. ~~Each Lender~~Any balance of such repayment shall be divided among all Banks in accordance with their respective Commitment Percentages. (c) The Company may request that Banks extend the Maturity Date for additional successive 364-day periods. Should the Company desire that the Banks so agree, ~~acting~~ it shall make such request in ~~its sole discretion~~ writing (an "EXTENSION REQUEST") not earlier than 75 days and not later than 55 days before the then-current Maturity Date and shall provide the Banks with ~~no obligation to increase its Tranche A Committed Loan Limit~~ all such information in connection with such request that any Bank (through the Agent) may require. (i) The Banks may, at their option, accept or ~~its Tranche B Committed Loan Limit pursuant to this Section, shall~~ reject such Extension Request by giving written notice to the ~~Borrower and the~~ Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered ~~to the Agent and the Borrower~~ no ~~fewer~~ earlier than ~~five (5) Business Days~~ 40 days prior to (but no later than 30 days prior to) the ~~Commitment Increase~~ then-current Maturity Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or (the ~~Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”~~"RESPONSE DATE"). If any ~~Lender~~ Bank shall ~~not have responded affirmatively within~~ fail to give such notice to the ~~Increase Approval Period~~Agent by the Response Date, such ~~Lender~~ Bank shall be deemed to have rejected the ~~Borrower’s request~~ requested extension. If the Extension Request is not consented to by Banks holding at least 51% of the Commitments by the Response Date, the Extension Request will be rejected, and the Maturity Date will not be extended. If the Banks holding at least 51% of the Commitments consent to the Extension Request by the Response Date, the Maturity Date for those Banks consenting to the extension (for purposes of this SECTION 2.1(C), the "ACCEPTING BANKS") shall be automatically extended to the date which is the 364th day after the then-current Maturity Date. (ii) If the Extension Request is consented to by Banks holding not less than 51% of the Commitments, but fewer than all Banks (any Bank not consenting to the Extension Request being referred to as a "REJECTING Bank"), the Agent shall, within 48 hours of making such determination, notify the Accepting Banks and the Company of the aggregate Commitments held by the Rejecting Banks (the "REJECTED AMOUNT"). Each Accepting Bank shall have the right, but not the obligation, to elect to increase its respective Commitment by an amount not to exceed the Rejected Amount, which election shall be made by notice from each Accepting Bank to the Agent given not later than five days after the date notified by the Agent, specifying the amount of such proposed increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the LendersAccepting Bank's Commitment. If the ~~Agent and any Increasing Lender~~ aggregate amount of the proposed increases in the Commitments of all Accepting Banks making such an election does not equal or exceed the Rejected Amount, the Company shall have the right to add one or more financial institutions (which ~~must~~are not Rejecting Banks and which are Eligible Assignees) as Banks (each a "PURCHASING BANK") to replace such Rejecting Banks, which Purchasing Banks shall have aggregate Commitments not greater than those of the Rejecting Banks (less any increases in the Commitments of Accepting Banks, as described in the following CLAUSE (III)). The transfer of Commitments and outstanding Borrowings from Rejecting Banks to Purchasing Banks or Accepting Banks shall take place (on or prior to the then-current Maturity Date) on the effective date of, and pursuant to the execution, delivery and acceptance of, an Assignment and Acceptance in accordance with the procedures set forth in SECTION 12.6. (iii) (A) If less than 100% of the Commitments are extended (whether by virtue of the Company's failure to request an extension of the Aggregate Commitment or by virtue of any ~~event~~Bank's not consenting to any Extension Request), ~~include each Qualified Lender~~the Commitments shall automatically be reduced on the Maturity Date by an amount equal to (as the case may be) ~~agrees to such increase~~ (~~such agreement~~ i) the portion of the Commitments not requested to be ~~granted or withheld~~ extended by the Company in its ~~sole discretion), such increase will be effective as~~ Extension Request or (ii) the amount of the ~~relevant Commitment Increase Date, and the Agent will deliver a written confirmation~~ Rejected Amount (to the ~~Borrower specifying~~ extent not replaced by Accepting Banks or Purchasing Banks pursuant to the ~~new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit~~procedures set forth in SECTION 2.1(C)(II)). Notwithstanding the foregoing, ~~as applicable~~each Rejecting Bank's outstanding Loans (after giving effect to the replacement of the Rejected Amount by Accepting Banks or Purchasing Banks pursuant to SECTION 2.1(C)(II)) may, ~~or each Increasing Lender. Any such increase in~~ at the ~~Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall~~ Company's option, be repaid in a ~~minimum amount of USD 1,000,000, and shall be conditioned on~~ single installment due 364 days after the ~~payment by the Borrower of any fee agreed by the Borrower and the Agent~~ then-current Maturity Date as provided in ~~connection with such increase~~SECTION 2.1(A).

Appears in 1 contract

Sources: 364 Day Credit Agreement (Santa Fe Snyder Corp)

Loans. (a) ~~Subject to~~ On the terms and ~~conditions of this Agreement, each Lender shall make Loans~~ subject to the conditions set forth in this Agreement (including the conditions precedent set forth in Article 4), the Borrower may from time to ~~time,~~ time on any Business Day during ~~Availability~~ the Revolving Period, request that each Conduit Lender and Committed Lender make an advance (each such advance made by (i) a Class A Lender, a “Class A Loan”, and (ii) a Class B Lender, a “Class B Loan”) in the amount of each such Conduit Lender’s or Committed Lender’s Lender Percentage of the Principal Amount of the Loan requested (each, a “Lender Advance”), to the Borrower on a Funding Date; provided, however, that in the case of any request for such Class A Loan of the then current Class A Aggregate Commitment, the Borrower shall be required to request the portion of such Class A Loan in excess of 20% of the then current Class A Aggregate Commitment not later than 1:00 p.m., New York City time, thirty-five (35) days prior to the requested Funding Date; and provided further, however, that, notwithstanding the requirement above that each Lender Advance be equal to such Lender’s Lender Percentage of the Principal Amount of the Loan requested, on any Funding Date on or after an increase of the Commitment of the Credit Suisse Lender Group in accordance with Section 2.04, 100% of all requests for Lender Advances shall made solely to the Credit Suisse Lender Group until such time as, with respect to each Lender Group, the ratio of Loans Outstanding of such Lender Group to the Commitment of such Lender Group shall be equal to that of every other Lender Group. (b) No later than 12:00 p.m., New York City time, two Business Days prior to a proposed Funding Date, the Borrower shall notify the Administrative Agent, the Agents and the Lenders of such proposed Funding Date and Loan by delivering to the Administrative Agent and the Agents (with a copy to the Account Bank): (i) a Funding Request, which will include, among other things, the proposed Funding Date, a calculation of the Class A Borrowing Base and the Total Borrowing Base (calculated as of the previous Determination Date or, with respect to the initial Funding Date or any Receivables added or to be added to the Collateral following such Determination Date, but prior to or on such date of determination, the related Cutoff Date), each as of the date the Loan is requested and the Principal Amount of the Class A Loan and Class B Loan requested, which shall be in an amount at least equal to $1,000,000 or integral multiples of $100,000 in excess thereof; and (ii) an updated Schedule of Receivables that includes each Receivable, if any, that is to be purchased by the Borrower with the proceeds of the proposed Loan. (c) Following receipt by the Administrative Agent, the Agents and the Lenders of a Funding Request, and prior to the Revolving Period Termination Date (i) each Conduit Lender (if any) may, in its sole discretion, make its Lender Advance of any Loan requested by the Borrower pursuant to Section 2.01(b), and (ii) each Committed Lender, to the extent not made by the Conduit Lender in its Lender Group (if any), severally agrees to make its Lender Advance of any Loan requested by the Borrower, in each case, subject to the conditions contained herein, in an aggregate amount equal to the ~~product of~~ Loan so requested. (xd) the aggregate amount requested by the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that In no event shall: (i) a Committed Lender be required on any date to fund a Principal Amount that would cause the ~~Principal~~ Loans Outstanding ~~Amount of~~ with respect to such ~~▇▇▇▇▇▇~~Committed Lender’s ~~Loans (~~Lender Group, as determined after giving effect to ~~any Loan) shall not in any event~~ such funding, to exceed such Committed Lender’s ~~Committed Loan Limit,~~ Commitment; (ii) any Loan be requested hereunder, nor shall any Lender be obligated to fund its Lender Advance of any Loan, to the ~~Tranche A Principal Outstanding Amount (~~extent that after giving effect to ~~any~~ such Loan~~) of such ▇▇▇▇▇▇’s Tranche~~ , the Loans Outstanding that are Class A Loans ~~does not~~ would exceed the Class A Borrowing Base or the Loans Outstanding would exceed the Total Borrowing Base (each calculated as of the previous Determination Date or, with respect to any Receivables added or to be added to the Collateral following such ~~▇▇▇▇▇▇’s Tranche A Committed Loan Limit~~Determination Date, but prior to or on such date of determination, the related Cutoff Date); and (iii) the ~~Tranche B~~ Principal ~~Outstanding~~ Amount ~~(after giving effect to~~ of the Loans made on any ~~Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not~~ Funding Date exceed the ~~Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied~~Available Amount on such day. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increase.

Appears in 1 contract

Sources: Credit Agreement (Regional Management Corp.)

Loans. ~~(a) Subject to~~ All Borrowings shall be made on the ~~terms and conditions~~ Closing Date upon receipt of this Agreement, each Lender shall make Loans to the Borrower from time to time, on any Business Day during Availability Period, in an aggregate amount equal to the product of (x) the aggregate amount requested a Loan Notice given by the Borrower ~~and (y) such Lender’s Applicable Percentage, by making immediately available funds available~~ to the Administrative Agent not later than (~~or an account designated by~~ i) 11:00 a.m. (New York City time) on the ~~Agent) in accordance with~~ third Business Day prior to the ~~terms hereof; provided, that~~ Closing Date. The Loan Notice shall be irrevocable and shall specify (i) the ~~Principal Outstanding Amount~~ date of ~~such ▇▇▇▇▇▇’s Loans~~ the requested Borrowing (~~after giving effect to any Loan)~~ which shall ~~not in any event exceed such Lender’s Committed Loan Limit~~be a Business Day), (ii) the ~~Tranche A Principal Outstanding Amount (after giving effect~~ aggregate principal amount to ~~any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit~~be borrowed, (iii) the ~~Tranche B Principal Outstanding Amount (after giving effect to any Loan)~~ account or accounts into which the proceeds of such ~~▇▇▇▇▇▇’s Tranche B~~ Loans ~~does not exceed the Tranche B Committed Loan Limit~~ are to be deposited and (iv) ~~each other condition set forth in Article V (Conditions Precedent to Loans)~~ whether the Borrowing shall be ~~satisfied. (b~~comprised of Base Rate Loans, Eurodollar Rate Loans or a combination thereof, and if Eurodollar Rate Loans are requested, the Interest Period(s) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”)therefor; provided that ~~each Commitment Increase Date must occur on~~ if in connection with such request, the ~~last Business Day~~ Borrower shall fail to specify (1) an applicable Interest Period in the case of a ~~calendar quarter. Each request by~~ Eurodollar Rate Loan, the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have ~~rejected~~ requested an Interest Period of one (1) month or (2) the ~~Borrower~~Interest Rate Type, the Borrower shall be deemed to have requested a Base Rate Loan. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Loan Notice pursuant to this Section 2.2(a), the contents thereof and such Lender’s ~~request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or~~ share of any Borrowing to be made pursuant thereto. Each Lender shall make the ~~Tranche B Committed Loan Limit in full. Promptly following the conclusion~~ amount of its share of the ~~Increase Approval Period~~Borrowing available to the Administrative Agent in immediately available funds at the Administrative Agent’s office by not later than 1:00 p.m. (New York City time) on the Business Day specified in the Loan Notice. Upon satisfaction of the conditions set forth in Section 5.1, the Administrative Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation make all funds so received available to the Borrower ~~specifying~~ in like funds as received by the ~~new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in~~ Administrative Agent either by (i) crediting the ~~Tranche A Committed Loan Limit and/or~~ account of the ~~Tranche B Committed Loan Limit shall be in a minimum~~ Borrower with the amount of ~~USD 1,000,000~~such funds or (ii) wire transfer of such funds, in each case in accordance with wire instructions provided to (and ~~shall be conditioned on~~ reasonably acceptable to) the ~~payment~~ Administrative Agent by the Borrower ~~of any fee agreed by~~ in the ~~Borrower and the Agent in connection with such increase~~Loan Notice.

Appears in 1 contract

Sources: Interim Loan and Guaranty Agreement (Ventas Inc)

Loans. (a) ~~Subject to~~ On the terms and conditions of set forth herein, including this ~~Agreement~~Section and Article Four, ~~each Lender shall make Loans to~~ the Borrower may from time to ~~time,~~ time on any Business Day during ~~Availability~~ the Revolving Period, request that each Committed Lender make an advance (each, a “Loan”) in the amount of each such Committed Lender’s Lender Advance, to the Borrower on a Funding Date. (b) No later than 12:01 p.m., New York City time, one Business Days prior to the proposed Funding Date, the Borrower shall notify the Secured Parties of such proposed Funding Date and Loan by delivering to the Secured Parties and the Paying Agent, in form and substance satisfactory to the Administrative Agent: (i) a Funding Request, which will include, among other things, the proposed Funding Date, a calculation of the Borrowing Base and the Principal Amount of the Loan requested, which shall be in an amount at least equal to $[***] or integral multiples of $[***] in excess thereof; and (ii) an updated Schedule of Receivables that includes each Receivable that is the subject of the proposed Loan. (c) Following receipt by the Administrative Agent and the Lenders of a Funding Request, and prior to the Commitment Termination Date, each Committed Lender severally agrees to make its Lender Advance of any Loan requested by the Borrower, in each case subject to the conditions contained herein, in an aggregate amount equal to the ~~product of~~ Loan so requested. (xd) the aggregate amount requested by the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that In no event shall: (i) a Committed Lender be required on any date to fund a Principal Amount that would cause its Lender Percentage of the ~~Principal Outstanding Amount of such ▇▇▇▇▇▇’s~~ Loans (Outstanding, determined after giving effect to ~~any Loan) shall not in any event~~ such funding, to exceed ~~such Lender’s Committed Loan Limit,~~ its Commitment; (ii) a Committed Lender be obligated to fund any Loan to the ~~Tranche A Principal Outstanding Amount (~~extent that after giving effect to ~~any~~ such Loan~~) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit~~, an Early Amortization Event or a Termination Event would occur; (iii) ~~the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and~~ [reserved]; (iv) ~~each other condition set forth in Article V (Conditions Precedent to Loans) shall~~ any Loan be ~~satisfied.~~made after the Revolving Period or the Principal Amount of any Loan exceed the Available Amount on the related Funding Date; (bv) ~~The Borrower may request an increase in the aggregate Tranche A Committed~~ more than one Loan ~~Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of~~ be funded on any ~~such request to each of the Lenders), no later than twelve (12)~~ Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increaseDay.

Appears in 1 contract

Sources: Warehouse Agreement (Vroom, Inc.)

Loans. ~~(a) Subject to the terms and conditions of this Agreement, each Lender shall make~~ Loans ~~to the Borrower from time to time,~~ made on any ~~Business Day during Availability Period,~~ Funding Date shall be in an aggregate minimum amount ~~equal~~ of $100,000,000 and integral multiples of $25,000,000 in excess of that amount. Whenever Borrower desires that Lenders make Loans, it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 noon (New York time) at least three (3) Business Days in advance of the ~~product~~ proposed Funding Date in the case of ~~(x)~~ a Eurodollar Rate Loan, or on the ~~aggregate amount requested by~~ proposed Funding Date in the ~~Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof~~case of a Base Rate Loan; provided, however, that if Borrower wishes to request Eurodollar Rate Loans having an Interest Period other than 14-days, one, two, three or six months in duration as provided in subsection 2.2B, the Notice of Borrowing must be received by Administrative Agent not later than 12:00 noon (New York time) four Business Days in advance of the proposed Funding Date, whereupon Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 12:00 noon (New York time), three Business Days before the proposed Funding Date, Administrative Agent shall notify Borrower (which notice may be by telephone) whether or not the requested Interest Period described in the preceding proviso has been consented to by all the Lenders. Each Notice of Borrowing shall specify (i) the ~~Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans~~ proposed Funding Date (~~after giving effect to any Loan)~~ which shall ~~not in any event exceed such Lender’s Committed Loan Limit~~be a Business Day), (ii) the ~~Tranche A Principal Outstanding Amount (after giving effect to any Loan)~~ amount of ~~such ▇▇▇▇▇▇’s Tranche A~~ Loans ~~does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit~~requested, (iii) whether such Loans are to be Base Rate Loans or Eurodollar Rate Loans (it being agreed and understood that Eurodollar Rate Loans may not be borrowed before the ~~Tranche B Principal Outstanding Amount~~ date three (3) Business Days after ~~giving effect to any Loan~~the Closing Date) ~~of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit~~ and (iv) ~~each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase~~ in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy case of any ~~such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is~~ Loans requested to be made ~~effective (~~as Eurodollar Rate Loans, the ~~effective date~~ initial Interest Period requested therefor. Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described Notice of Borrowing, Borrower may give Administrative Agent telephonic notice by the required time of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to proposed borrowing under this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicablesubsection 2.1B; provided that such notice shall be ~~delivered~~ promptly confirmed in writing by delivery of a Notice of Borrowing to Administrative Agent on or before the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Funding Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increase.

Appears in 1 contract

Sources: Term Credit Agreement (Safeway Inc)

Loans. (a) Subject to and upon the terms and conditions ~~of this Agreement,~~ contained herein, (i) each Lender ~~shall make~~ severally (and not jointly) agrees to fund its Pro Rata Share of Revolving Loans to ~~the Borrower~~ Borrowers from time to ~~time, on~~ time in amounts requested by Borrowers up to the amount outstanding at any ~~Business Day during Availability Period, in an aggregate amount~~ time equal to the ~~product of~~ lesser of: (xA) the ~~aggregate amount requested by the Borrower and~~ Borrowing Base at such time or (~~y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that (i~~B) the ~~Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit,~~ Maximum Credit. (ii) Swing Line Lender agrees that it will make loans (“Swing Line Loans”) to the ~~Tranche A Principal Outstanding Amount~~ Administrative Borrower for the account of the applicable Borrower equal to the principal amount of the Swing Line Loan requested by any Borrower (~~after giving effect~~ or Administrative Borrower on behalf of a Borrower) to be made on such day, provided, that, the aggregate principal amount of the Revolving Loans, Swing Line Loans and Letter of Credit Obligations outstanding with respect to all Borrowers at any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does one time shall not exceed the ~~Tranche B Committed~~ lesser of (A) the Borrowing Base at such time or (B) the Maximum Credit and the aggregate principal amount of the Swing Line Loans outstanding to all Borrowers at any one time shall not exceed the Swing Line Loan ~~Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied~~Limit. (b) ~~The~~ On the terms and subject to the conditions hereof, each Borrower may ~~request an increase in~~ from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Lender shall be required to make any Revolving Loan, if, after giving effect thereto the aggregate ~~Tranche A Committed Loan Limits and/or~~ outstanding principal amount of all Revolving Loans of such Lender, together with such Lender’s Pro Rata Share of the aggregate ~~Tranche B Committed Loan Limits by delivering a written request for~~ amount of all Swing Line Loans and Letter of Credit Obligations, would exceed such ~~increase~~ Lender’s Commitment. Swing Line Lender shall not be required to make Swing Line Loans: (i) if, after giving effect thereto, either (A) the ~~Agent (and~~ aggregate outstanding principal amount of all Swing Line Loans would exceed the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed then existing Swing Line Loan Limit or ~~its Tranche B Committed~~ (B) the aggregate outstanding principal amount of all Revolving Loans, together with the aggregate amount of all Swing Line Loans and Letter of Credit Obligations, would exceed the lesser of (1) the Borrowing Base or (2) the Maximum Credit and (ii) at any time when any Lender is at such time a Defaulting Lender or a Deteriorating Lender, unless Swing Line Lender has entered into satisfactory arrangements with Borrowers and/or such Lender with respect to such Defaulting Lender or Deteriorating Lender, as the case may be. Each Swing Line Loan ~~Limit pursuant~~ shall be subject to ~~this Section~~all of the terms and conditions applicable to other Base Rate Loans funded by the Lenders, except that all payments thereon shall ~~by written notice~~ be payable to the ~~Borrower~~ Swing Line Lender solely for its own account. All Revolving Loans and Swing Line Loans shall be subject to the settlement among Lenders provided for in Section 6.10 hereof. (c) Upon the making of a Swing Line Loan or a Special Agent ~~advise~~ Advance (whether before or after the ~~Borrower and Agent whether~~ occurrence of a Default or ~~not such Lender agrees to accept all~~ Event of Default) or any ~~portion of such increase to its Tranche A Committed~~ Loan ~~Limit and/or its Tranche B Committed Loan Limit~~by Agent as provided in Section 6.10 hereof, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increasewithout further action by any party hereto, ~~a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (~~each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have ~~rejected~~ irrevocably and unconditionally purchased and received from the ~~Borrower~~Swing Line Lender or Agent, without recourse or warranty, an undivided interest and participation to the extent of such Lender’s ~~request for an increase~~ Pro Rata Share in such ~~▇▇▇▇▇▇~~Swing Line Loan, Special Agent Advance or other Loan. To the extent that there is no settlement in accordance with Section 6.10 below, the Swing Line Lender or Agent, as the case may be, may at any time, require the Lenders to fund their participations. From and after the date, if any, on which any Lender is required to fund its participation in any Swing Line Loan, Special Agent Advance or other Loan, Agent shall promptly distribute to such Lender, such Lender’s ~~Tranche A Committed~~ Pro Rata Share of all payments of principal and interest received by Agent in respect of such Swing Line Loan ~~Limit and/or~~ or Special Agent Advance (d) Except in Agent’s discretion, with the ~~Tranche B Committed Loan Limit in full. Promptly following~~ consent of all Lenders, or as otherwise provided herein, the ~~conclusion~~ aggregate amount of the ~~Increase Approval Period,~~ Loans and the ~~Agent~~ Letter of Credit Obligations outstanding at any time shall ~~notify~~ not exceed the ~~Borrower~~ lesser of the ~~results~~ Borrowing Base or the Maximum Credit. (e) In the event that the aggregate amount of ~~such request to~~ the ~~Lenders. If~~ Loans and the ~~Agent and~~ Letter of Credit Obligations outstanding at any ~~Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted~~ time exceeds the lesser of the Borrowing Base or ~~withheld in its sole discretion)~~the Maximum Credit, such ~~increase will~~ event shall not limit, waive or otherwise affect any rights of Agent or Lenders in such circumstances or on any future occasions and Borrowers shall, upon demand by Agent, which may be ~~effective as of~~ made at any time or from time to time, immediately repay to Agent the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum entire amount of ~~USD 1,000,000, and shall be conditioned on the~~ any such excess(es) for which payment ~~by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increase~~is demanded.

Appears in 1 contract

Sources: Loan and Security Agreement (Charming Shoppes Inc)

Loans. ~~(a)~~ Subject to the terms and conditions of this ~~Agreement~~Agreement and the Other Agreements, ~~each Lender~~ during the Original Term and any Renewal Term, absent the existence and continuation of 13 an Event of Default, LaSalle shall make ~~Loans~~ such revolving loans and advances (the "LOANS") to ~~the~~ Borrower as Borrower shall from time to ~~time~~time request, on any Business Day during Availability Period, in an aggregate amount equal to the product of (x) the aggregate amount requested by the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms ~~hereof; provided~~of this paragraph 2. The aggregate unpaid principal amount of all Loans outstanding at any one time made to Borrower shall not exceed the lesser of (i) an amount equal to eighty-five percent (85%) of the face amount of Eligible Accounts, ~~that~~ less such reserves as LaSalle elects to establish from time to time in the exercise of its reasonable discretion, including, without limitation, a Dilution reserve if Dilution exceeds 5% (the "BORROWING BASE") or (ii) the Loan Commitment. All Loans shall be repaid in full upon the earlier to occur of (A) the end of the Original Term or any Renewal Term, if either LaSalle or both Borrower and Nematron elects to terminate both this Agreement and the Nematron Loan Agreement as of the end of any such term and (B) the acceleration of the Liabilities pursuant to paragraph 17 of this Agreement. If at any time the outstanding principal balance of the Loans made to Borrower exceeds (i) the ~~Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit,~~ Borrowing Base or (ii) the ~~Tranche A Principal Outstanding Amount (after giving effect~~ Loan Commitment, Borrower shall immediately, and without the necessity of a demand by LaSalle, pay to ~~any Loan) of~~ LaSalle such ~~▇▇▇▇▇▇’s Tranche A Loans does not exceed~~ amount as may be necessary to eliminate such ~~▇▇▇▇▇▇’s Tranche A Committed Loan Limit~~excess, ~~(iii)~~ and LaSalle shall apply such payment against the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each outstanding principal balance of the ~~Lenders)~~Loans. In addition, ~~no later than twelve (12) Business Days prior to~~ if at any time the ~~date that such increase is requested to be made effective (~~sum of the ~~effective date~~ outstanding principal balance of ~~any such increase~~the Loans exceeds the Loan Commitment, ~~a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on~~ Borrower shall immediately and without the ~~last Business Day~~ necessity of a ~~calendar quarter. Each request~~ demand by LaSalle pay to LaSalle such amount as may be necessary to eliminate such excess, and LaSalle shall apply such payment against the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage outstanding principal balance of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase Loans in such ~~▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent~~ order as LaSalle shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld determine in its sole discretion). Borrower hereby authorizes LaSalle to charge any of Borrower's accounts to make any payments of principal or interest required by this Agreement. All Loans shall, in LaSalle's sole discretion, be evidenced by one or more promissory notes in form and substance satisfactory to LaSalle. However, if such Loans are not so evidenced, such ~~increase will~~ Loans may be ~~effective as of~~ evidenced solely by entries upon the ~~relevant Commitment Increase Date,~~ books and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment records maintained by ~~the Borrower of any fee agreed by the Borrower and the Agent in connection with such increase~~LaSalle.

Appears in 1 contract

Sources: Loan and Security Agreement (Nematron Corp)

Loans. (a) From and including the Effective Date and prior to the Facility Termination Date, upon the satisfaction of the conditions precedent set forth in Section 4.02 and 4.03 (as applicable), each Lender severally and not jointly agrees, on the terms and conditions set forth in this Agreement, to make Loans to any Borrower from time to time in amounts not to exceed in the aggregate at any one time outstanding its Pro Rata Share of the Aggregate Commitment; provided that after giving effect to such Loans, (x) the Aggregate Outstanding Credit Exposure, shall not exceed the Aggregate Commitment at such time and (y) with respect to any Lender, Outstanding Credit Exposure shall not exceed such Lender’s Commitment at such time, which Loans (other than Swing Line Loans) may, at the applicable Borrower’s election, be denominated in Dollars or a Foreign Currency. Subject to the terms ~~and conditions~~ of this Agreement, any Borrower may borrow, repay and reborrow Loans at any time prior to the Facility Termination Date. The Commitments to lend hereunder shall expire automatically on the Facility Termination Date. Each Loan shall be made severally by each Lender ~~shall make Loans to~~ in accordance with such Lender’s Pro Rata Share of the ~~Borrower~~ Aggregate Commitment. (b) WBA may at any time from time to time, ~~on any Business Day during Availability Period~~upon prior written notice by WBA to the Administrative Agent, ~~in an~~ increase the Commitments (but not the Swing Line Sublimit) by a maximum aggregate amount ~~equal~~ of up to Seven Hundred Fifty Million Dollars ($750,000,000) with additional Commitments from any existing Lenders and/or with new Commitments from any other Person selected by WBA and reasonably acceptable to the ~~product of (x) the aggregate amount requested by the Borrower~~ Administrative Agent and ~~(y) such~~ Swing Line Lender~~’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof~~; ~~provided, that~~ provided that: (i) ~~the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to~~ any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum principal amount of ~~USD 1,000,000~~$10,000,000 and in integral multiples of $1,000,000 in excess thereof; (ii) no Default or Unmatured Default shall exist and be continuing at the time of any such increase; (iii) no existing Lender shall be under any obligation to increase its Commitment and any such decision whether to increase its Commitment shall be in such Lender’s sole and absolute discretion; (iv) (A) any new Lender shall join this Agreement by executing such joinder documents required by the Administrative Agent and/or (B) any existing Lender electing to increase its Commitment shall have executed a commitment agreement reasonably satisfactory to the Administrative Agent; and (v) as a condition precedent to such increase, WBA shall (x) deliver to the Administrative Agent a certificate dated as of the date of such increase signed by an Authorized Officer of WBA (A) certifying and attaching the resolutions adopted by WBA approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase, (1) the representations and warranties contained in Article V are true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be ~~conditioned~~ true and correct in all respects) on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) on and as of such earlier date and (2) no Default or Unmatured Default exists immediately before or after giving effect to the incurrence of such increase and (y) pay any applicable fee related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee). In connection with the effectiveness of any increase under this Section 2.01(b), (x) the Commitment Schedule shall be deemed amended to reflect such increase and the updated Commitments and Pro Rata Shares of the Lenders, (y) the Administrative Agent shall promptly notify WBA and the Lenders of the updated Commitment Schedule and (z) to the extent necessary to keep any outstanding Loans (and any participations in Swing Line Loans) allocated ratably to the Lenders in accordance with their updated Pro Rata Shares, WBA shall (or shall cause the applicable Borrower to) prepay (or, if the Administrative Agent determines in its sole discretion that a re-allocation of the Loans can be accomplished without any cash prepayments or new cash Loans by the Lenders, be deemed to have prepaid) any Loans owing by it (or such Borrower, as applicable) and outstanding on the ~~payment by the Borrower~~ date of any ~~fee agreed by~~ such increase (and pay any additional amounts required pursuant to Section 3.04). The provisions of this Section 2.01(b) involving non-pro rata allocations, prepayments and Loans shall supersede any provisions in Sections 2.19 or 8.02 to the ~~Borrower and the Agent in connection with such increase~~contrary.

Appears in 1 contract

Sources: Revolving Credit Agreement (Walgreens Boots Alliance, Inc.)

Loans. (a) Subject to the terms and conditions of set forth in this Agreement, each Lender ~~shall make~~ severally agrees to make, Convert and Continue Committed Loans to until the ~~Borrower~~ Maturity Date in Dollars and/or one or more Offshore Currencies in such amounts as Company may from time to time request; provided, however, that the Dollar Equivalent of the Outstanding Obligations of each Lender (including Swing Line Lender's Swing Line Loans) shall not exceed such Lender's Commitment, and the Dollar Equivalent of the Outstanding Obligations of all Lenders shall not exceed the combined Commitments at any time; provided, ~~on any Business Day during Availability Period~~further, that the Dollar Equivalent of the outstanding Committed Loans denominated in an ~~aggregate amount equal to the product of (x)~~ Offshore Currency, plus the aggregate amount ~~requested by the Borrower and (y) such Lender’s Applicable Percentage~~of all Fronted Offshore Currency Commitments, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the ~~Tranche B~~ Offshore Currency Sublimit. This is a revolving credit and, subject to the foregoing and the other terms and conditions hereof, Company may borrow, Convert, Continue, prepay and reborrow Committed ~~Loan Limit and (iv) each other condition~~ Loans as set forth ~~in Article V (Conditions Precedent to Loans) shall be satisfied~~herein without premium or penalty. (b) ~~The Borrower may request an increase~~ Upon the satisfaction of the conditions precedent set forth in Section 4 hereof and set forth in the applicable Offshore Currency Addendum, from and including the date of this Agreement and prior to the Maturity Date, each Offshore Currency Fronting Lender agrees, on the terms and conditions set forth in this Agreement and in the applicable Offshore Currency Addendum, to make Fronted Offshore Currency Loans under such Offshore Currency Addendum to the Subsidiary Borrower party to such Offshore Currency Addendum from time to time in the applicable Offshore Currency, in an aggregate ~~Tranche A Committed Loan Limits and/or~~ principal amount not to exceed such Offshore Currency Fronting Lender's applicable Fronted Offshore Currency Commitment provided, that, at no time shall the ~~aggregate Tranche B Committed Loan Limits by delivering a written request~~ Dollar Equivalent of the Fronted Offshore Currency Loans for any specific Alternate Currency exceed the maximum amount specified as the maximum amount for such ~~increase~~ Alternate Currency in the applicable Offshore Currency Addendum other than as a result of currency fluctuations. Subject to the ~~Agent (~~terms of this Agreement and the applicable Offshore Currency Addendum, the applicable Subsidiary Borrowers may borrow, repay and reborrow Fronted Offshore Currency Loans in the applicable Alternate Currency at any time prior to the Maturity Date. On the Maturity Date (or such earlier termination date as shall be specified in or pursuant to the applicable Offshore Currency Addendum), the outstanding principal balance of the Fronted Offshore Currency Loans shall be paid in full by the applicable Subsidiary Borrower and prior to the Maturity Date prepayments of the Fronted Offshore Currency Loans shall be made by Subsidiary Borrower if and to the extent required by Section 2.05(b). (c) Loans made by each Lender shall be evidenced by one or more loan accounts or records maintained by such Lender in the ordinary course of business. Upon the request of any Lender made through Administrative Agent, such Lender's Loans may be evidenced by one or more Notes, instead of or in addition to loan accounts. Each such Lender may attach schedules to its Note(s) and endorse thereon the date, amount and maturity of its Committed Loans and payments with respect thereto. Such Notes, loan accounts and records shall be conclusive absent manifest error of the amount of such Loans and payments thereon. Any failure so to record or any error in doing so shall not, however, limit or otherwise affect the obligation of Borrowers to pay any amount owing with respect to the Loans. (i) Administrative Agent shall ~~promptly distribute~~ maintain, at Administrative Agent's Office, a ~~copy~~ register for the recordation of the names and addresses of Lenders and the Commitments and Extensions of Credit of each Lender from time to time (the "Register"). The Register shall be available for inspection by Company or any Lender at any reasonable time and from time to time upon reasonable prior notice. (ii) Administrative Agent shall record in the Register the Commitment and Extensions of Credit from time to time of each Lender, and each repayment or prepayment in respect thereof. Any recordation shall be conclusive and binding on Borrower and each Lender, absent manifest error; provided, however, that the failure to make any such recordation, or any error in such recordation, shall not affect any Lender's Commitments or Outstanding Obligations. (iii) Each Lender shall record on its internal records (including, without limitation, the Notes held by such Lender) the amount of each Extension of Credit made by it and each payment in respect thereof. Any recordation shall be conclusive and binding on Company, absent manifest error; provided, however, that the failure to make any such recordation, or any error in such recordation, shall not affect any Lender's Commitment or Outstanding Obligations; provided, further, that in the event of any inconsistency between the Register and any Lender's records, the recordations in the Register shall, absent manifest error govern. (iv) Company, Administrative Agent and Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Extensions of Credit listed therein for all purposes hereof, and no assignment or transfer of any such ~~request~~ Commitment or Extensions of Credit shall be effective, in each case, unless and until an Assignment and Acceptance effecting the assignment or transfer thereof shall have been accepted by Administrative Agent and recorded in the Register. Prior to ~~each of the Lenders)~~such recordation, ~~no later than twelve (12) Business Days prior~~ all amounts owed with respect to the ~~date that such increase is requested~~ applicable Commitment or Outstanding Obligations shall be owed to ~~be made effective (~~the ~~effective date~~ Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such ~~increase~~request or giving such authority or consent, ~~a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on~~ is listed in the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, Register as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion conclusive and binding on any subsequent holder, assignee or transferee of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted corresponding Commitments or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increaseOutstanding Obligations.

Appears in 1 contract

Sources: Credit Agreement (Esco Technologies Inc)

Loans. Subject to the terms and conditions hereof, each Lender agrees to make Revolving Credit Loans (“Revolving Credit Loans”) to the Borrower upon the Borrower’s request from time to time during the Commitment Period, provided that (a) subject to Sections 3.03, 3.04 and 3.06, all Lenders are requested to make Revolving Credit Loans of the same Type in accordance with their respective Applicable Percentages and as part of the same Borrowing, and (b) after giving effect to such Revolving Credit Loans, the Facility Usage does not exceed the Aggregate Commitments, and the Loans of any Lender plus such Lender’s Applicable Percentage of all LC Obligations does not exceed such Lender’s Commitment. The aggregate amount of all Revolving Credit Loans that are Base Rate Loans in any Borrowing must be equal to $5,000,000 or any higher integral multiple of $1,000,000. The aggregate amount of all Eurodollar Loans in any Borrowing must be equal to $5,000,000 or any higher integral multiple of $1,000,000. The Borrower may have no more than twelve (12) Borrowings of Eurodollar Loans outstanding at any time. Subject to the terms and conditions of this Agreement, ~~each Lender shall make Loans~~ the Borrower may borrow, repay, and reborrow under this Section 2.01. At the option of the Borrower, upon written notice delivered to the ~~Borrower from time to time, on any Business Day during Availability Period, in an aggregate amount equal to the product of (x) the aggregate amount requested by the Borrower~~ Administrative Agent no earlier than 45 days and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than ~~twelve (12) Business Days~~ 30 days prior to the ~~date that such increase is requested~~ Revolving Credit Maturity Date, the aggregate principal amount of all Revolving Credit Loans outstanding immediately prior to the close of the Administrative Agent’s business on the Revolving Credit Maturity Date shall automatically be ~~made effective~~ converted to a term loan (the ~~effective date of any such increase, a~~ “~~Commitment Increase Date~~Term Loan”); provided that, at the time of such conversion, (i) no Event of Default or incipient Default shall have occurred hereunder and be then continuing and (ii) all representations and warranties (excluding the representation that no Material Adverse Effect has occurred) are true and correct. At the time of such conversion, any portion of each Lender’s Commitment ~~Increase~~ not utilized on or before the Revolving Credit Maturity Date ~~must occur~~ shall be permanently canceled. Unless so converted into a Term Loan on the ~~last Business Day~~ Revolving Credit Maturity Date, the outstanding Revolving Credit Loans shall be due and payable on the Revolving Credit Maturity Date. The Term Loan shall be due and payable in a single payment on the Term Loan Maturity Date; provided however, any portion of ~~a calendar quarter. Each request~~ the Term Loan that is prepaid by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the ~~Commitment Increase~~ Term Loan Maturity Date ~~therefor(the “Increase Approval Period”). Any such Lender~~ may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not ~~have responded affirmatively within the Increase Approval Period, such Lender shall~~ be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment reborrowed by the Borrower ~~of any fee agreed by the Borrower and the Agent in connection with such increase~~hereunder.

Appears in 1 contract

Sources: Credit Agreement (Energy Transfer Partners, L.P.)

Loans. (a) Subject to Sections 2.08 and 2.14, each Borrowing shall be comprised entirely of Eurocurrency Loans (or, in the case of any Loan denominated in Dollars, ABR Loans) as the Borrower may request pursuant to Section 2.03 or 2.09. Each Lender may at its option make any Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms ~~and conditions~~ of this ~~Agreement~~Agreement and such Lender shall not be entitled to any amounts payable under Section 2.12 or Section 2.18 in respect of increased costs arising as a result of such exercise. Borrowings of more than one Type may be outstanding at the same time; provided, ~~each~~ however, that the Borrower shall not be entitled to request any Borrowing which, if made, would result in more than six Eurocurrency Borrowings outstanding hereunder at any time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (b) Each Lender shall make ~~Loans~~ each Loan to ~~the Borrower from time to time,~~ be made by it hereunder on any ~~Business Day during Availability Period~~date by wire transfer to such account as the Administrative Agent may designate in same day funds not later than 11:00 a.m., ~~in an aggregate amount equal~~ Standard Time, and the Administrative Agent shall by 12:00 (noon), Standard Time, credit the amounts so received to ~~the product of (x) the aggregate amount requested by the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or~~ an account designated by the ~~Agent) in accordance with the terms hereof; provided~~Borrower or, ~~that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan)~~ if a Borrowing shall not in occur on such date because any ~~event exceed such Lender’s Committed Loan Limit~~condition precedent herein specified shall not have been met, ~~(ii)~~ the ~~Tranche A Principal Outstanding Amount (after giving effect~~ Administrative Agent shall return the amounts so received to ~~any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii)~~ the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfiedrespective Lenders. (bc) ~~The Borrower may request an increase in~~ Unless the ~~aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the~~ Administrative Agent shall ~~promptly distribute~~ have received notice from a ~~copy of any such request to each of the Lenders), no later than twelve (12) Business Days~~ Lender prior to the date of any Borrowing that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant Lender will not make available to the ~~immediately preceding sentence shall constitute an invitation~~ Administrative Agent such Lender's portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to ~~each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit~~the Administrative Agent on such date in accordance with paragraph (b) above and the Administrative Agent may, ~~as applicable~~in reliance upon such assumption, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice make available to the Borrower ~~and~~ on such date a corresponding amount. If the Administrative Agent ~~advise~~ shall have so made funds available then, to the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided extent that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have ~~responded affirmatively within~~ made such portion available to the ~~Increase Approval Period~~Administrative Agent, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify and the Borrower ~~of the results of such request~~ severally agree to repay to the ~~Lenders. If~~ Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the ~~Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to~~ date such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation amount is made available to the Borrower ~~specifying~~ until the ~~new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any~~ date such ~~increase~~ amount is repaid to the Administrative Agent at (i) in the ~~Tranche A Committed Loan Limit and/or~~ case of the ~~Tranche B Committed Loan Limit~~ Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds in the applicable currency (which determination shall be ~~in a minimum~~ conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender's Loan as part of ~~USD 1,000,000, and shall be conditioned on the payment by the Borrower~~ such Borrowing for purposes of ~~any fee agreed by the Borrower and the Agent in connection with such increase~~this Agreement.

Appears in 1 contract

Sources: Effectiveness Agreement (Ucar International Inc)

Loans. (a) ~~Subject~~ The Borrower may request a Borrowing (other than a Conversion) by delivering a notice (a "NOTICE OF BORROWING") to the ~~terms and conditions~~ Administrative Agent no later than 12:00 noon on the third Business Day or, in the case of ~~this Agreement~~ABR Loans, on the first Business Day, prior to the date of the proposed Borrowing. The Administrative Agent shall give each Lender prompt notice of each Notice of Borrowing. Each Notice of Borrowing shall ~~make Loans to~~ be in substantially the ~~Borrower from time to time, on any Business Day during Availability Period, in an aggregate amount equal to~~ form of Exhibit A and shall specify the ~~product of (x) the aggregate amount~~ requested by the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that (i) ~~the Principal Outstanding Amount~~ date of such ~~▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit~~Borrowing, (ii) ~~the Tranche A Principal Outstanding Amount (after giving effect~~ Type of Loans to ~~any Loan) of~~ be made in connection with such ~~▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit~~Borrowing, (iii) ~~the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of~~ Interest Period, if any, for such ~~▇▇▇▇▇▇’s Tranche B~~ Loans ~~does not exceed the Tranche B Committed Loan Limit~~ and (iv) ~~each other condition set forth in Article V (Conditions Precedent~~ amount of such Borrowing. Each proposed Borrowing shall conform to ~~Loans) shall be satisfied~~the requirements of Sections 3.03 and 3.04. (b) ~~The Borrower may request an increase in~~ Each Lender shall, before 12:00 noon on the ~~aggregate Tranche A Committed Loan Limits and/or~~ date of such Borrowing, make available for the ~~aggregate Tranche B Committed Loan Limits by delivering a written request for such increase~~ account of its Applicable Lending Office to the Administrative Agent (at the Administrative Agent's offices at 1 Chase Manhattan Plaza, 8th Floor, New York, New York, in same day funds, such Lender's Percentage of such Borrowing. After the Administrative Agent's receipt of such funds and ~~the Agent shall promptly distribute a copy of any such request to each~~ upon fulfillment of the ~~Lenders)~~applicable conditions set forth in Article VI, ~~no later than twelve (12) Business Days prior to~~ the ~~date that~~ Administrative Agent will make such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice funds available to the Borrower at the Administrative Agent's aforesaid address; provided, however, that the proceeds of the initial Extension of Credit shall be applied first directly by the Administrative Agent on the Closing Date to the prepayment in full of all outstanding principal, accrued interest and other amounts then owing under the ~~Agent advise~~ Existing Credit Agreement and then, to the ~~Borrower and Agent whether or not such Lender agrees to accept all or any portion~~ extent the proceeds of such ~~increase~~ initial Extension of Credit exceeds the amount necessary to ~~its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit~~prepay in full all outstanding principal, ~~as applicable; provided that such notice shall be delivered to~~ accrued interest and other amounts then owing under the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increaseExisting Credit Agreement, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower ~~specifying~~ at the ~~new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender~~Administrative Agent's aforesaid address for general corporate purposes. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increase.Notwithstanding the

Appears in 1 contract

Sources: Credit Agreement (Consumers Energy Co)

Loans. (a) ~~Subject~~ A Borrower may request a Borrowing (other than a Conversion) by delivering a notice (a "NOTICE OF BORROWING") to the ~~terms and conditions~~ Administrative Agent no later than 12:00 noon (New York City time) on the third Business Day prior to the proposed Borrowing or, in the case of ~~this Agreement~~ABR Loans, no later than 11:00 a.m. (New York City time) on the date of the proposed Borrowing. The Administrative Agent shall give each Lender prompt notice of each Notice of Borrowing. Each Notice of Borrowing shall ~~make Loans to~~ be in substantially the ~~Borrower from time to time, on any Business Day during Availability Period, in an aggregate amount equal to~~ form of Exhibit A and shall specify the ~~product of (x) the aggregate amount~~ requested by the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that (i) date of such Borrowing, (ii) Type of Loans to be made in connection with such Borrowing, (iii) Interest Period, if any, for such Loans, (iv) amount of such Borrowing and (v) identity of the ~~Principal Outstanding Amount~~ applicable Borrower. Each proposed Borrowing shall conform to the requirements of Sections 3.03 and 3.04. (b) Each Lender shall, before 1:00 p.m. (New York City time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's offices at 2 Penns Way, Suite 200, New Castle, DE 19270, in same day funds, such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such '▇ ▇▇▇▇▇▇~~’s Tranche A Loans does not exceed such~~ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇~~’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such~~ ▇▇▇. ▇▇▇▇~~▇▇’s Tranche B Loans does not exceed~~ r the ~~Tranche B Committed Loan Limit~~ Administrative Agent's receipt of such funds and ~~(iv) each other condition~~ upon fulfillment of the applicable conditions set forth in Article ~~V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase in~~ VI, the ~~aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for~~ Administrative Agent will make such ~~increase~~ funds available to the ~~Agent (and~~ applicable Borrower at the Administrative Agent's aforesaid address. Notwithstanding the foregoing, unless the Administrative Agent shall ~~promptly distribute~~ have received notice from a ~~copy of any such request to each of the Lenders), no later than twelve (12) Business Days~~ Lender prior to the date of any Borrowing that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant Lender will not make available to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Administrative Agent such Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable 's Percentage of such ~~increase~~Borrowing, ~~a portion~~ the Administrative Agent may assume that such Lender has made such Percentage available to the Administrative Agent on the date of such ~~increase~~Borrowing in accordance with the first sentence of this subsection (b), ~~or decline~~ and the Administrative Agent may, in reliance upon such assumption, make available to ~~accept any~~ the applicable Borrower on such date a corresponding amount. (c) The Extensions of ~~such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (~~Credit made by each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be ~~deemed~~ evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Extensions of Credit made by the Lenders to ~~have rejected~~ the ~~Borrower’s~~ Borrowers and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Any Lender may request ~~for an increase~~ that Loans made by it be evidenced by a Promissory Note. In such event, the Borrowers shall prepare, execute and deliver to such Lender a Promissory Note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such Promissory Note and interest thereon shall at all times (including after assignment pursuant to Section 11.07) be represented by one or more Promissory Notes in such ~~▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or~~ form payable to the ~~Tranche B Committed Loan Limit in full. Promptly following the conclusion~~ order of the ~~Increase Approval Period~~payee named therein, ~~the Agent shall notify the Borrower of the results of such request~~ except to the ~~Lenders. If the Agent~~ extent that any such Lender subsequently returns any such Promissory Note for cancellation and ~~any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to~~ requests that such ~~increase (such agreement to~~ Loans once again be ~~granted or withheld in its sole discretion), such increase will be effective~~ evidenced as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase described in the ~~Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount~~ first sentence of ~~USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increase~~this Section 3.01(c).

Appears in 1 contract

Sources: Credit Agreement (CMS Energy Corp)

Loans. ~~(a)~~ Subject to the terms and conditions ~~of this Agreement~~herein set forth, each Lender ~~shall~~ hereby severally, but not jointly, agrees to make ~~Loans~~ loans in Dollars (each such loan, a “Loan”), not to exceed in the aggregate the Commitment Amount, to the Borrower from time to time, on any Business Day during Availability Period, in an aggregate amount equal to the product of (x) the aggregate amount requested by the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that Borrowers as follows: (i) an initial borrowing on the ~~Principal Outstanding Amount~~ Closing Date, in the aggregate principal amount of ~~such ▇▇▇▇▇▇’s Loans~~ $130,000,000 (~~after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit~~the “Initial Borrowing”), (ii) additional borrowings in an aggregate principal amount not to exceed $15,000,000 on up to two Additional Funding Dates during the ~~Tranche A Principal Outstanding Amount (after giving effect to any Loan)~~ Availability Period in respect of ~~such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit~~which a Notice of Borrowing has been delivered, (iii) on or after May 20, 2013, an additional borrowing in an aggregate principal amount not to exceed $5,000,000 on an Extended Funding Date during the ~~Tranche B Principal Outstanding Amount (after giving effect to any Loan)~~ Availability Period in respect of ~~such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit~~ which a Notice of Borrowing has been delivered and (iv) ~~each other condition set forth~~ on or after May 27, 2013, an additional borrowing in ~~Article V (Conditions Precedent~~ an aggregate principal amount not to ~~Loans)~~ exceed $5,000,000 on an Extended Funding Date during the Availability Period in respect of which a Notice of Borrowing has been delivered. The proceeds of such Loans shall be ~~satisfied. (b)~~ deposited into the Term Loan Priority Collateral Deposit Account. The ~~Borrower may request an increase~~ Loans and Loan proceeds shall be allocated to the Borrowers in the ~~aggregate Tranche A Committed Loan Limits and/or~~ manner specified in the ~~aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to~~ Notice of Borrowing therefor and used in accordance with Section 2.8. Notwithstanding the ~~Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders)~~preceding, ~~no later than twelve (12) Business Days~~ prior to the ~~date that~~ entry by the Bankruptcy Court of a Final Order, the Commitment Amount shall be limited to the sum of $130,000,000, to the extent authorized by the Interim Order. The Commitments shall expire at the end of the Availability Period. The Commitment Amount shall be permanently reduced on the Closing Date and each Additional Funding Date and Extended Funding Date by the aggregate principal amount of Loans made on such ~~increase is requested to~~ dates. In no event shall a Loan be made ~~effective (the effective date of~~ on any ~~such increase, a “Commitment Increase Date”); provided that each Commitment Increase~~ Additional Funding Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by or Extended Funding Date in an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to which would exceed the Commitment ~~Increase Date therefor(the “Increase Approval Period”)~~Amount on such date. ~~Any such Lender may accept all~~ For the avoidance of ~~its Applicable Percentage of such increase~~doubt, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall Loans repaid cannot ~~have responded affirmatively within the Increase Approval Period, such Lender shall~~ be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increasereborrowed.

Appears in 1 contract

Sources: Credit Agreement (School Specialty Inc)

Loans. (a) ~~Subject~~ Each Loan has been or shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the ~~terms and conditions~~ failure of ~~this Agreement, each~~ any other Lender to make any Loan required to be made by such other Lender). (b) Each Lender shall make ~~Loans~~ each Loan to be made by it hereunder on the ~~Borrower from time~~ proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 1:00 p.m., New York City time, on ~~any Business Day during Availability Period~~such date or such later time as the Administrative Agent agrees to, ~~in an aggregate amount equal~~ and the Administrative Agent shall promptly credit the amounts so received to ~~the product of (x) the aggregate amount requested by the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or~~ an account designated by the ~~Agent)~~ Borrower in ~~accordance with~~ the ~~terms hereof; provided~~applicable Borrowing Request or, ~~that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan)~~ if a Borrowing shall not in occur on such date because any ~~event exceed such Lender’s Committed Loan Limit~~condition precedent herein specified shall not have been met, ~~(ii)~~ return the ~~Tranche A Principal Outstanding Amount (after giving effect~~ amounts so received to ~~any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii)~~ the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfiedrespective Lenders. (bc) ~~The Borrower may request an increase in~~ Unless the ~~aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the~~ Administrative Agent shall ~~promptly distribute~~ have received notice from a ~~copy of any such request to each of the Lenders), no later than twelve (12) Business Days~~ Lender prior to the date of any Borrowing that such ~~increase is requested~~ Lender will not make available to be the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made ~~effective (~~such portion available to the ~~effective~~ Administrative Agent on the date of ~~any~~ such ~~increase~~Borrowing in accordance with paragraph (b) above and the Administrative Agent may, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limitin reliance upon such assumption, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice make available to the Borrower ~~and~~ on such date a corresponding amount. If the Administrative Agent ~~advise~~ shall have so made funds available then, to the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided extent that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have ~~responded affirmatively within~~ made such portion available to the ~~Increase Approval Period~~Administrative Agent, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify and the Borrower ~~of the results of such request~~ severally agree to repay to the ~~Lenders. If~~ Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the ~~Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to~~ date such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation amount is made available to the Borrower ~~specifying~~ until the ~~new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any~~ date such ~~increase~~ amount is repaid to the Administrative Agent at (i) in the ~~Tranche A Committed Loan Limit and/or~~ case of the ~~Tranche B Committed Loan Limit~~ Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, (A) for the first two days following the date such amount is made available to the Borrower, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be ~~in a minimum~~ conclusive absent manifest error) and (B) thereafter, at the interest rate applicable at the time to the Loans comprising such Borrowing. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of ~~USD 1,000,000, and shall be conditioned on the payment by the Borrower~~ such Borrowing for purposes of ~~any fee agreed by the Borrower and the Agent in connection with such increase~~this Agreement.

Appears in 1 contract

Sources: Unsecured Subordinated Credit Agreement (Atp Oil & Gas Corp)

Loans. (a) Subject to the terms and conditions ~~of this Agreement~~set forth herein, each Revolving A Lender ~~shall~~ severally agrees to make ~~Loans~~ loans (each such loan, a “Revolving A Loan”) to the ~~Borrower~~ Borrowers in Dollars and one or more Alternative Currencies from time to ~~time,~~ time on any Business Day during the Availability ~~Period,~~ Period in an aggregate amount ~~equal~~ not to exceed at any time outstanding the ~~product of (x) the aggregate~~ amount requested by the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s ~~Loans (~~Revolving A Commitment; provided, however, that after giving effect to any ~~Loan~~Borrowing of Revolving A Loans, (i) the Total Revolving Outstandings shall not ~~in any event~~ exceed ~~such Lender’s Committed Loan Limit~~the Aggregate Revolving Commitments, (ii) the ~~Tranche~~ aggregate Revolving A ~~Principal Outstanding Amount (after giving effect to~~ Exposure of any ~~Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does~~ Lender shall not exceed such ▇▇▇▇▇▇’s ~~Tranche~~ Revolving A ~~Committed Loan Limit~~Commitment, (iii) the ~~Tranche B Principal~~ aggregate Outstanding Amount of all Revolving Loans made to Foreign Borrowers shall not exceed the Foreign Borrower Sublimit and (~~after giving effect~~ iv) the Total Revolving A Outstandings shall not exceed the Aggregate Revolving A Commitments. Within the limits of each Lender’s Revolving A Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving A Loans may be Base Rate Loans, LIBOR RateTerm SOFR Loans, Alternative Currency Daily Rate Loans or Alternative Currency Term Rate Loans, or a combination thereof, as further provided herein. (b) Subject to the terms and conditions set forth herein, each Revolving B Lender severally agrees to make loans (each such loan, a “Revolving B Loan”) to the Borrowers in Dollars from time to time on any ~~Loan)~~ Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of such ▇▇▇▇▇▇’s ~~Tranche~~ Revolving B ~~Loans does~~ Commitment; provided, however, that after giving effect to any Borrowing of Revolving B Loans, (i) the Total Revolving Outstandings shall not exceed the ~~Tranche~~ Aggregate Revolving Commitments, (ii) the aggregate Revolving B ~~Committed Loan Limit~~ Exposure of any Lender shall not exceed such Lender’s Revolving B Commitment, (iii) the aggregate Outstanding Amount of all Revolving Loans made to Foreign Borrowers shall not exceed the Foreign Borrower Sublimit and (iv) the Total Revolving B Outstandings shall not exceed the Aggregate Revolving B Commitments. Within the limits of each Lender’s Revolving B Commitment, and subject to the other ~~condition set forth in Article V (Conditions Precedent to~~ terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving B Loans may be Base Rate Loans or LIBOR RateTerm SOFR Loans~~) shall be satisfied~~, or a combination thereof, as further provided herein. (bc) ~~The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase~~ Subject to the ~~Agent~~ terms and conditions set forth herein, each Lender severally agrees to make its portion of a term loan (~~and~~ the ~~Agent shall promptly distribute a copy~~ “Initial Term Loan”) to the Company in Dollars on the Second Amendment Effective Date in an amount not to exceed such Lender’s Initial Term Loan Commitment by (i) continuing some or all of ~~any such request to each~~ its portion of the ~~Lenders), no later than twelve~~ Initial Term Loan (12as defined in this Agreement immediately prior to giving effect to the Second Amendment) ~~Business Days~~ outstanding immediately prior to the ~~date that such increase is requested~~ Second Amendment Effective Date, (ii) exchanging some or all of its portion of the Incremental Term A-1 Loan (as defined in the Incremental Term Loan and Increase Agreement (as defined in this Agreement immediately prior to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant giving effect to the Second Amendment)) outstanding immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the ~~Commitment Increase Date therefor(the “Increase Approval Period”)~~Second Amendment Effective Date, and/or (iii) advancing additional borrowings of the Initial Term Loan on the Second Amendment Effective Date. ~~Any such~~ Amounts repaid on the Initial Term Loan may not be reborrowed. The Initial Term Loan may consist of Base Rate Loans or LIBOR RateTerm SOFR Loans, or a combination thereof, as further provided herein. CHAR1\▇▇▇▇▇▇▇▇▇ (d) Subject to the terms and conditions set forth herein, each Lender ~~may accept all of~~ severally agrees to make its ~~Applicable Percentage of such increase, a~~ portion of ~~such increase, or decline~~ a term loan (the “Initial Term A-2 Loan”) to ~~accept any of such increase~~ the Canadian Borrower in ~~its Tranche A Committed Loan Limit or~~ Canadian Dollars on the ~~Tranche B Committed Loan Limit, as applicable (each Lender that so elects~~ Second Amendment Effective Date in an amount not to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in exceed such ▇▇▇▇▇▇’s ~~Tranche A Committed~~ Initial Term A-2 Loan ~~Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion~~ Commitment by (i) continuing some or all of its portion of the ~~Increase Approval Period~~Incremental Term A-2 Loan (as defined in this Agreement immediately prior to giving effect to the Second Amendment) outstanding immediately prior to the Second Amendment Effective Date, and/or (ii) advancing additional borrowings of the Initial Term A-2 Loan on the Second Amendment Effective Date. Amounts repaid on the Initial Term A-2 Loan may not be reborrowed. The Initial Term A-2 Loan may consist of Canadian Prime Rate Loans and/or Alternative Currency Term Rate Loans in Canadian Dollars, or a combination thereof, as further provided herein. (e) Subject to the terms and conditions set forth herein, each Term A-3 Lender severally agrees to make its portion of the Term A-3 Loan to the Company in Dollars in one (1) advance on any Business Day during the Term A-3 Loan Availability Period in an aggregate amount not to exceed such Term A-3 Lender’s Term A-3 Loan Commitment. The Borrowing of the Term A-3 Loan shall consist of each portion of the Term A-3 Loan made simultaneously by the Term A-3 Lenders in accordance with their respective Term A-3 Loan Commitments. Amounts repaid on the Term A-3 Loan may not be reborrowed. The Term A-3 Loan may consist of Base Rate Loans or Term SOFR Loans, or a combination thereof, as further provided herein. (f) Subject to Section 2.18, on the effective date of any Incremental Term Loan Lender Joinder Agreement, each Incremental Term Lender party to such Incremental Term Loan Lender Joinder Agreement severally agrees to make its portion of a term loan (each, an “Incremental Term Loan”) in a single advance to the applicable Borrower in the amount of its respective Incremental Term Loan Commitment for such Incremental Term Loan as set forth in the applicable Incremental Term Loan Lender Joinder Agreement; provided, however, that after giving effect to such advances, the ~~Agent~~ Outstanding Amount of such Incremental Term Loans shall ~~notify~~ not exceed the ~~Borrower~~ aggregate amount of the ~~results~~ Incremental Term Loan Commitments set forth in the applicable Incremental Term Loan Lender Joinder Agreement of ~~such request~~ the applicable Incremental Term Lenders. Each Incremental Term Loan prepaid or repaid may not be reborrowed. Each Incremental Term Loan may be Base Rate Loans, Canadian Prime Rate Loans, LIBOR RateTerm SOFR Loans, Alternative Currency Daily Rate Loans or Alternative Currency Term Rate Loans, as further provided herein. (g) The Company shall use commercially reasonable efforts to the ~~Lenders. If~~ extent practicable to allocate Borrowings of Revolving Loans denominated in Dollars such that ratable percentages are outstanding on an approximate basis under the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, Revolving A Commitments and the ~~Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche~~ Revolving B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increaseCommitments.

Appears in 1 contract

Sources: Credit Agreement (EnerSys)

Loans. (a) Subject to and upon the terms and conditions ~~of this Agreement~~contained herein, each Lender ~~shall~~ severally (and not jointly) agrees to make its Pro Rata Share of Revolving Loans to each Borrower from time to time in amounts requested by such Borrower (or Administrative Borrower on behalf of such Borrower) up to the ~~Borrower~~ aggregate amount outstanding for all Lenders at any time equal to the lesser of: (i) the Borrowing Base at such time or (ii) the Revolving Loan Limit at such time. (b) Except in Agent's discretion, with the consent of all Lenders, or as otherwise provided herein, (i) the aggregate amount of the Loans and the Letter of Credit Obligations outstanding at any time shall not exceed the Maximum Credit, (ii) the aggregate principal amount of the Revolving Loans and Letter of Credit Obligations outstanding at any time shall not exceed the Borrowing Base, (iii) the aggregate principal amount of the Loans and Letter of Credit Obligations outstanding at any time shall not exceed the Loan Limit, and (iv) the aggregate principal amount of the Revolving Loans outstanding based on the Eligible Inventory shall not exceed the Inventory Loan Limit. (c) In the event that (i) the aggregate amount of the Loans and the Letter of Credit Obligations outstanding at any time exceed the Maximum Credit, or (ii) except as otherwise provided herein, the aggregate principal amount of the Revolving Loans and Letter of Credit Obligations outstanding exceed the Borrowing Base or the Revolving Loan Limit, or (iii) the aggregate principal amount of the Loans and Letter of Credit Obligations outstanding at any time exceed the Loan Limit, or (iv) the aggregate principal amount of Revolving Loans and Letters of Credit based on the Eligible Inventory of all Borrowers exceed the Inventory Loan Limit, such event shall not limit, waive or otherwise affect any rights of Agent or Lenders in such circumstances or on any future occasions and Borrowers shall, upon demand by Agent, which may be made at any time or from time to time, on immediately repay to Agent the entire amount of any ~~Business Day during Availability Period,~~ such excess(es) for which payment is demanded. (d) Borrowers shall have the right to request a permanent increase in the amount of the Revolving Loan Limit and the Commitments in an aggregate amount ~~equal~~ not to exceed $15,000,000 (the "Revolving Loan Limit Increase"), in minimum increments of $5,000,000, at any time and from time to time upon written notice to Agent of such requested Revolving Loan Limit Increase, subject to the ~~product~~ payment of any fees to Agent consistent with the applicable percentage of the initial closing fee as set forth in the Fee Letter, as follows: (xi) Following such a request that would result in an increase of the Revolving Loan Limit and Commitments in excess of $40,000,000, Agent shall use reasonable efforts to find one or more additional financial institutions ("New Lenders") to become parties to this Agreement with new Commitments and to find existing Lenders other than Wachovia, if any ("Increasing Lenders"), to increase their Commitments, such that after giving effect to such new and increased Commitments, the Revolving Loan Limit and the sum of the Commitments shall be increased in $5,000,000 increments to an amount not in excess of $50,000,000. Any New Lenders shall be selected by Agent, in consultation with Administrative Borrower. Borrowers shall pay to Agent the reasonable out-of-pocket costs and expenses incurred by Agent in connection with the preparation, negotiation, execution, delivery and recording of all agreements, opinions, certificates, financing statement amendments and other documents reasonably requested by Agent in connection with Revolving Loan Limit Increase, including any and all recording fees and indebtedness tax. Agent shall have no liability to Borrowers or Lenders if Agent is unable to successfully syndicate the Revolving Loan Limit Increase. If Agent is able to successfully syndicate the Revolving Loan Limit Increase among New Lenders and Increasing Lenders, the Revolving Loan Limit Increase (or so much thereof as shall have been syndicated, as notified to Administrative Borrower and the Lenders by Agent) shall become effective on the date specified by Agent (the "Revolving Loan Limit Increase Effective Date"); provided, however, that (A) no Default or Event of Default shall exist on such date, either before or after giving effect to the Revolving Loan Limit Increase, (B) Borrowers are in compliance with the Fixed Charge Coverage Ratio for the applicable period as set forth in SECTION 9.17 hereof, (C) Borrowers shall have Excess Availability at the time of and after giving effect to the Revolving Loan Limit Increase of not less than $5,000,000, (D) each New Lender shall have entered into a joinder agreement, in form and substance satisfactory to Agent, to become a Lender hereunder, (E) each Increasing Lender shall have entered into an agreement, in form and substance satisfactory to Agent, to increase its Commitment hereunder, (F) Borrowers shall have paid all costs and expenses of Agent in connection with the Revolving Loan Limit Increase, and (G) Borrowers shall have delivered or caused to be delivered to Agent such legal agreements, opinions, certificates, financing statement amendments and other documents as Agent may reasonably request. (ii) On the Revolving Loan Limit Increase Effective Date (A) each New Lender shall become a Lender hereunder and under the other Financing Agreements; (B) the ~~aggregate amount requested by the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent)~~ Commitment of each Increasing Lender shall be increased in accordance with the ~~terms hereof~~amount of its share of the Revolving Loan Limit Increase; ~~provided, that~~ (iC) Borrowers shall pay (which may be funded with Revolving Loans made under the Revolving Loan Limit Increase) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an principal amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Dateof, and ~~the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit~~ accrued and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increase.unpaid interest

Appears in 1 contract

Sources: Loan and Security Agreement (Sed International Holdings Inc)

Loans. (a) ~~Subject~~ Commitments. During the Commitment Period and provided the Early Amortization Period is not then occurring, subject to the terms and conditions hereof, including, without limitation, delivery of ~~this Agreement~~an updated Borrowing Base Certificate and Borrowing Base Report pursuant to Section 3.2(a)(i), (x) each Class A Lender ~~shall~~ severally agrees to make Class A Loans to ~~the Borrower from time~~ Company according to ~~time, on any Business Day during Availability Period,~~ such Lender’s Pro Rata Share in an aggregate amount ~~equal to the product of (x) the aggregate amount requested by the Borrower~~ up to, but not exceeding such Lender’s Class A Commitment, and (y) each Class B Lender severally agrees to make Class B Loans to Company according to such Lender’s ~~Applicable Percentage~~Pro Rata Share in an aggregate amount up to, ~~by making immediately available funds available~~ but not exceeding such Lender’s Class B Commitment; provided that, no Lender shall make any such Loan or portion thereof to the ~~Agent (or an account designated by the Agent) in accordance with the terms hereof; provided~~extent that, ~~that~~ after giving effect to such Loan: (i) the ~~Principal Outstanding Amount~~ Total Utilization of ~~such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit,~~ Commitments exceeds the Borrowing Base; and (ii) the ~~Tranche~~ aggregate outstanding principal amount of the Loans funded by the Class A ~~Principal Outstanding Amount (after giving effect to any Loan~~Lenders and Class B Lenders under this Section 2.1(a)(i) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not shall exceed the ~~Tranche~~ aggregate Class A Commitments and Class B ~~Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied~~Commitments, respectively. (b) ~~The Borrower~~ Amounts borrowed pursuant to Sections 2.1(a) may ~~request an increase in~~ be repaid and reborrowed during the ~~aggregate Tranche A Committed Loan Limits and/or~~ Commitment Period, and any repayment of the ~~aggregate Tranche B Committed Loan Limits~~ Loans (other than (i) pursuant to Section 2.9 (which circumstance shall be governed by ~~delivering~~ Section 2.9), (ii) on any Interest Payment Date that does not fall within the Early Amortization Period (which circumstance shall be governed by Section 2.11(a)), or (ii) on a ~~written request for such increase~~ date during the Early Amortization Period (which circumstances shall be governed by Section 2.11(b)) shall be applied as directed by Company, provided that the Company (A) may not repay the Loans more than one (1) time per week during the Commitment Period, (B) must deliver to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Administrative Agent and the ~~Borrower no fewer than five~~ Paying Agent a Controlled Account Voluntary Payment Notice pursuant to Section 2.10(c)(vii) in connection with such repayment and (5C) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion repayment of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted Class A Loans or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche Class B ~~Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit~~ Loans shall be in a minimum amount of ~~USD 1,000,000~~$100,000. Each Lender’s Commitment shall expire on the Commitment Termination Date and all Loans and all other amounts owed hereunder with respect to the Loans and the Commitments shall be paid in full no later than the Maturity Date. For the further avoidance of doubt, the Company may also at any time or from time to time during the Early Amortization Period, or any time on or after the 3rd Anniversary Date, voluntarily prepay the Loans (x) in whole or in part on any Interest Payment Date, or (y) in whole, but not in part, on any other date with no less than five (5) Business Days’ notice. Any prepayment of Loans pursuant to this Section 2.1(b) shall be allocated to the Class A Loans and the Class B Loans as follows: (i) prior to the commencement of the Early Amortization Period at any time that a Borrowing Base Deficiency exists, (A) first, any amount necessary to reduce the Class A Borrowing Base Deficiency Amount, if any, to zero, (B) second any amount necessary to reduce the Class B Borrowing Base Deficiency Amount, if any, to zero and (C) third, pro rata based on the Class A Commitments and Class B Commitments (and thereafter allocated to each Class A Lender or Class B Lender, as applicable, based on their related Pro Rata Shares), (ii) prior to the commencement of the Early Amortization Period at any time no Borrowing Base Deficiency exists, pro rata based on the Class A Commitments and Class B Commitments (and thereafter allocated to each Class A Lender or Class B Lender, as applicable, based on their related Pro Rata Shares), and ~~shall~~ (iii) from and after the commencement of the Early Amortization Period, first to the Class A Loans until the principal balance of the Class A Loans is reduced to zero and thereafter to the Class B Loans until the principal balance of the Class B Loans is reduced to zero. On the date of any repayment of the Loans hereunder, so long as the Early Amortization Period is not in effect and no Borrowing Base Deficiency exists, if amounts in the Reserve Account exceed the Reserve Account Funding Amount (calculated, in each case, after giving effect to such repayment), then such excess may at the election of the Company be ~~conditioned on the payment~~ distributed by the ~~Borrower of any fee agreed by the Borrower and the Agent~~ Company in ~~connection~~ accordance with ~~such increase~~Section 6.5.

Appears in 1 contract

Sources: Credit Agreement (On Deck Capital, Inc.)

Loans. (a) ~~Subject to the terms and conditions~~ Each Loan shall be made as part of ~~this Agreement, each Lender shall make~~ a Borrowing consisting of Loans ~~to the Borrower from time to time, on any Business Day during Availability Period, in an aggregate amount equal to the product of (x) the aggregate amount requested~~ made by the ~~Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent)~~ Lenders ratably in accordance with their Commitments; provided that the ~~terms hereof; provided, that (i) the Principal Outstanding Amount~~ failure of ~~such ▇▇▇▇▇▇’s Loans (after giving effect~~ any Lender to make any ~~Loan)~~ Loan shall not in itself relieve any ~~event exceed such Lender’s Committed Loan Limit~~other Lender of its obligation to lend hereunder (it being understood, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limithowever, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) that no Lender shall be ~~satisfied~~responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). (b) ~~The Borrower~~ Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account as the Administrative Agent may ~~request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase~~ designate from time to ~~the Agent (~~time not later than 11:00 a.m., New York City time, and the Administrative Agent shall promptly ~~distribute~~ credit the amounts so received to an account as directed by the Borrowers in the applicable Borrowing Request or, if a ~~copy of~~ Borrowing shall not occur on such date because any ~~such request~~ condition precedent herein specified shall not have been met, return the amounts so received to ~~each of~~ the ~~Lenders), no later than twelve~~ respective Lenders within two Business Days. (12c) ~~Business Days~~ Unless the Administrative Agent shall have received written notice from a Lender prior to the date of any Borrowing that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant Lender will not make available to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Administrative Agent such Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any ’s portion of such ~~increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit~~Borrowing, ~~as applicable; provided~~ the Administrative Agent may assume that such ~~notice shall be delivered~~ Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with Section 2.02(b), and the ~~Borrower no fewer than five (5) Business Days prior~~ Administrative Agent may, in reliance upon such assumption, make available to the ~~Commitment Increase Date therefor(the “Increase Approval Period”). Any~~ Borrowers on such ~~Lender may accept all of its Applicable Percentage of such increase,~~ date a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”)corresponding amount. If ~~any~~ the Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have ~~responded affirmatively within~~ made such portion available to the ~~Increase Approval Period~~Administrative Agent, each of such Lender and the Borrowers severally agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrowers until the date such amount is repaid to the Administrative Agent at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules or practices on interbank compensation, and (ii) in the case of the Borrowers, the interest rate applicable at the time to the Loans. If such Lender shall ~~be deemed~~ repay to ~~have rejected~~ the ~~Borrower~~Administrative Agent such corresponding amount, such amount shall constitute such Lender’s ~~request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed~~ Loan ~~Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results~~ as part of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as Borrowing for purposes of ~~the relevant Commitment Increase Date~~this Agreement, and the Borrowers’ obligation to repay the Administrative Agent ~~will deliver a written confirmation~~ such corresponding amount pursuant to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit this Section 2.02(c) shall ~~be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increase~~cease.

Appears in 1 contract

Sources: Second Lien Term Loan Credit Agreement (Global Aviation Holdings Inc.)

Loans. (a) Subject to the terms and conditions of this Agreement, ~~each~~ the Lender ~~shall~~ agrees to make Pre-Event Loans in dollars to the Borrower ~~from time to time~~not more than twice in each Calendar Quarter during the period commencing on January 1, 2002 and ending on ~~any Business Day during Availability Period, in an aggregate amount equal to~~ the product of (x) the aggregate amount requested by the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereofCommitment Termination Date; provided, however, that (i) the ~~Principal Outstanding Amount~~ aggregate principal amount of ~~such ▇▇▇▇▇▇’s~~ all Pre-Event Loans ~~(after giving effect~~ made by the Lender to ~~any Loan)~~ the Borrower shall not ~~in any event~~ exceed ~~such Lender’s Committed Loan Limit,~~ the Maximum Pre-Event Amount and (ii) the ~~Tranche A Principal Outstanding Amount (after giving effect~~ aggregate principal amount of Term Loans made by the Lender to the Borrower during any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does Calendar Quarter shall not exceed the ~~Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied~~Maximum Quarterly Amount. (b) ~~The~~ Subject to the terms and conditions of this Agreement (including, without limitation, Section 6.03), the Lender agrees to make Post-Event Loans in dollars to the Borrower ~~may request an increase~~ not more than twice in each Calendar Quarter during the period commencing on July 1, 2002 and ending on the Commitment Termination Date; provided, however, that (i) the aggregate ~~Tranche A Committed Loan Limits and/or~~ principal amount of all Post-Event Loans made by the Lender to the Borrower shall not exceed the Maximum Post-Event Amount and (ii) the aggregate ~~Tranche B Committed Loan Limits~~ principal amount of Term Loans made by ~~delivering a written request for such increase~~ the Lender to the ~~Agent~~ Borrower during any Calendar Quarter shall not exceed the Maximum Quarterly Amount. (~~and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12~~c) ~~Business Days prior~~ Subject to the ~~date that such increase is requested to~~ terms and conditions of this Agreement, each Term Loan shall be made ~~effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur~~ on the ~~last Business Day~~ applicable Borrowing Date only in a principal amount of ~~a calendar quarter~~$1,000,000 or an integral multiple of $250,000 in excess thereof. ~~Each request by~~ To the ~~Borrower pursuant to~~ extent that the ~~immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit~~Maximum Pre-Event Amount or the Maximum Post-Event Amount exceed the Pre-Event Loans outstanding or the Post-Event Loans outstanding, ~~as applicable~~respectively, by an amount ~~equal to its Applicable Percentage of~~ less than $1,000,000, then any Borrowing Request for a Pre-Event Loan or Post-Event Loan, as the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Sectioncase may be, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment issued by the Borrower ~~of any fee agreed by the Borrower and the Agent in connection with~~ for such ~~increase~~amount.

Appears in 1 contract

Sources: Credit Agreement (Miravant Medical Technologies)

Loans. ~~(a) Subject to~~ On the terms and ~~conditions of this Agreement, each Lender shall make Loans~~ subject to the conditions set forth in this Agreement (including the conditions precedent set forth in Article 4), the Borrower may from time to ~~time,~~ time on any Business Day during ~~Availability~~ the Revolving Period, request that each Conduit Lender and Committed Lender make an advance (each such advance made by a Lender, a “Loan”) in the amount of each such Conduit Lender’s or Committed Lender’s Lender Percentage of the Principal Amount of the Loan requested (each, a “Lender Advance”), to the Borrower on a Funding Date. No later than 12:00 p.m., New York City time, one Business Day prior to a proposed Funding Date, the Borrower shall notify the Administrative Agent, the Agents and the Lenders of such proposed Funding Date and Loan by delivering to the Administrative Agent and the Agents (with a copy to the Account Bank): a Funding Request, which will include, among other things, the proposed Funding Date, a calculation of the Borrowing Base (calculated as of the previous Determination Date or, with respect to the initial Funding Date or any Receivables added or to be added to the Collateral following such Determination Date, but prior to or on such date of determination, the related Cutoff Date), each as of the date the Loan is requested and the Principal Amount of the Loan requested, which shall be in an amount at least equal to $500,000 or integral multiples of $1,000 in excess thereof; and an updated Schedule of Receivables that includes each Receivable, if any, that is to be purchased by the Borrower with the proceeds of the proposed Loan. Following receipt by the Administrative Agent, the Agents and the Lenders of a Funding Request, and prior to the Revolving Period Termination Date (i) each Conduit Lender (if any) may, in its sole discretion, make its Lender Advance of any Loan requested by the Borrower pursuant to Section 2.01(b), and (ii) each Committed Lender, to the extent not made by the Conduit Lender in its Lender Group (if any), severally agrees to make its Lender Advance of any Loan requested by the Borrower, in each case, subject to the conditions contained herein, in an aggregate amount equal to the ~~product of (x)~~ Loan so requested. In no event shall: a Committed Lender be required on any date to fund a Principal Amount that would cause the ~~aggregate amount requested by the Borrower and (y)~~ Loans Outstanding with respect to such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that (i) the Principal Outstanding Amount of such ▇Committed L▇▇▇▇▇’s ~~Loans (~~Lender Group, as determined after giving effect to ~~any Loan) shall not in any event~~ such funding, to exceed such ~~Lender’s~~ Committed ~~Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇~~L▇▇▇▇▇’s ~~Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed~~ Commitment; any Loan ~~Limit~~be requested hereunder, ~~(iii)~~ nor shall any Lender be obligated to fund its Lender Advance of any Loan, to the ~~Tranche B Principal Outstanding Amount (~~extent that after giving effect to ~~any~~ such Loan~~) of such ▇▇▇▇▇▇’s Tranche B~~ , the Loans ~~does not~~ Outstanding would exceed the ~~Tranche B Committed Loan Limit and~~ Borrowing Base (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective calculated as of the ~~relevant Commitment Increase~~ previous Determination Date or, with respect to any Receivables added or to be added to the DOCPROPERTY DOCXDOCID DMS=IManage Format=<<LIB>>/<<NUM>>v<<VER>> \* MERGEFORMAT 4161-9601-3672 Collateral following such Determination Date, but prior to or on such date of determination, the related Cutoff Date); and the ~~Agent will deliver a written confirmation to~~ Principal Amount of the ~~Borrower specifying~~ Loans made on any Funding Date exceed the ~~new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any~~ Available Amount on such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increaseday.

Appears in 1 contract

Sources: Credit Agreement (Regional Management Corp.)

Loans. (a) Subject to the terms and conditions ~~of this Agreement~~set forth herein, each Revolving Lender ~~shall~~ severally agrees to make ~~Loans~~ loans (each such loan, a “Revolving Loan”) to the ~~Borrower~~ Borrower, in Dollars, from time to time, on any Business Day during the Availability Period, in an aggregate amount ~~equal~~ not to exceed at any time outstanding the ~~product~~ amount of ~~(x)~~ the aggregate amount requested by the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that lesser of (i) ~~the Principal Outstanding Amount of~~ such ▇▇▇▇▇▇’s ~~Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit~~Revolving Commitment, or (ii) ~~the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of~~ such ▇▇▇▇▇▇’s ~~Tranche A Loans~~ pro rata share (in accordance with their Revolving Commitments) of an aggregate principal amount at any one time outstanding which, when combined with the aggregate undrawn amount of all unexpired Letters of Credit, does not exceed the lesser of (x) the Aggregate Commitments, and (y) the Borrowing Base at such time; provided that after giving effect to any Revolving Borrowing, (i) the Total Revolving Outstandings shall not exceed the Revolving Facility, and (ii) the Revolving Exposure of any Lender shall not exceed such Revolving ▇▇▇▇▇▇’s ~~Tranche A Committed Loan Limit, (iii)~~ Revolving Commitment. Within the ~~Tranche B Principal Outstanding Amount (after giving effect to any Loan)~~ limits of ~~such~~ each Revolving ▇▇▇▇▇▇’s ~~Tranche B~~ Revolving Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow Revolving Loans, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Loans ~~does not exceed~~ may be Base Rate Loans or Term SOFR Loans, as further provided herein; provided that any Revolving Borrowings made on the ~~Tranche B Committed Loan Limit and~~ Closing Date or any of the three (iv3) ~~each other condition set forth in Article V (Conditions Precedent to Loans)~~ Business Days following the Closing Date shall be ~~satisfied.~~ made as Base Rate Loans unless the Borrower delivers a Funding Indemnity Letter not less than three (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (123) Business Days prior to the date ~~that~~ of such Revolving Borrowing. (b) Administrative Agent, at any time in the exercise of its Permitted Discretion, may (i) establish and increase ~~is requested~~ or decrease Reserves against Eligible Receivables, the Borrowing Base and the Aggregate Commitments, (ii) reduce the advance rates against Eligible Receivables, or thereafter increase such advance rates to ~~be made effective~~ any level equal to or below the advance rates in effect on the Closing Date and (iii) impose additional restrictions (or eliminate the ~~effective date~~ same) to the standards of eligibility set forth in the definition of Eligible Receivables. The amount of any ~~such increase~~Reserve established by Administrative Agent, ~~a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant~~ and any changes to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage advance rates or the eligibility criteria set forth in the definition of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this SectionEligible Receivables, shall ~~by written notice~~ have a reasonable relationship to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limitevent, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increasecondition, ~~a portion of such increase~~other circumstance, or ~~decline to accept any of~~ fact that is the basis for such ~~increase in its Tranche A Committed Loan Limit~~ reserve or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender change and shall not ~~have responded affirmatively within the Increase Approval Period, such Lender shall~~ be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower duplicative of any ~~fee agreed by the Borrower~~ other reserve established and ~~the Agent in connection with such increase~~currently maintained.

Appears in 1 contract

Sources: Credit Agreement (DocGo Inc.)

Loans. ~~(a)~~ Subject to the terms and conditions ~~of this Agreement~~set forth herein, each Tranche 1 Lender ~~shall~~ severally agrees to make ~~Loans~~ loans (each such loan, a “Tranche 1 Loan”) to the Company, and to any other Borrower designated to receive Tranche 1 Loans hereunder, in U.S. Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, in an aggregate amount ~~equal~~ not to exceed at any time outstanding the ~~product~~ amount of such Tranche 1 Lender’s Tranche 1 Commitment; provided, however, that after giving effect to any Tranche 1 Borrowing, (xi) the Total Tranche 1 Outstandings shall not exceed the Aggregate Tranche 1 Commitments, (ii) the aggregate ~~amount requested by~~ Outstanding Amount of the ~~Borrower~~ Tranche 1 Loans of any Tranche 1 Lender, plus such Tranche 1 Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Tranche 1 Lender’s Pro Rata Share of the Outstanding Amount of all U.S. Swing Line Loans shall not exceed such Tranche 1 Lender’s Tranche 1 Commitment, and (yiii) ~~such Lender’s Applicable Percentage, by making immediately available funds available to~~ the ~~Agent (or an account designated by~~ aggregate Outstanding Amount of all Tranche 1 Loans and L/C Obligations denominated in Alternative Currencies shall not exceed the ~~Agent) in accordance with the terms hereof~~Alternative Currency Sublimit; ~~provided,~~ and provided further that (i) the ~~Principal Outstanding Amount~~ availability of the Aggregate Tranche 1 Commitments at any time for the making of any Tranche 1 Loans and the issuance of Letters of Credit shall be reduced by the amount of the Alternative Currency Reserve (if any), and (ii) in determining the availability of the Aggregate Tranche 1 Commitments hereunder with respect to any Escalating Credits issued or outstanding hereunder, the Aggregate Tranche 1 Commitments will be deemed to be utilized in respect of such ~~▇▇▇▇▇▇’s Loans~~ Escalating Credits in the aggregate amount equal to the maximum aggregate amount available to be drawn under all such Escalating Credits (after giving effect to ~~any Loan) shall not in any event exceed such~~ all increases). Within the limits of each Tranche 1 Lender’s ~~Committed Loan Limit~~Tranche 1 Commitment, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase subject to the ~~Agent (~~other terms and conditions hereof, the ~~Agent shall promptly distribute a copy of any such request to each of the Lenders)~~Borrowers may borrow under this Section 2.01, ~~no later than twelve (12) Business Days prior to the date that such increase is requested to~~ prepay under Section 2.06, and reborrow under this Section 2.01. Tranche 1 Loans may be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan LimitBase Rate Loans or Eurocurrency Rate Loans, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; further provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increaseherein.

Appears in 1 contract

Sources: Credit Agreement (Jacobs Engineering Group Inc /De/)

Loans. (a) ~~Subject to~~ Each Senior Tranche Lender, severally and ----- not jointly, agrees, upon the terms and subject to the conditions hereof, to make its Pro Rata Share of ~~this Agreement, each Lender shall make~~ Loans to the Borrower for use in paying items of Total Negative Cost in accordance with Section 5.16 hereof ("Negative Cost Loans"), upon the request of the Borrower, which Negative Cost Loans shall not be made prior to the Completion and acquisition of the relevant Declared Qualifying Picture pursuant to a Film Purchase Agreement, from time to ~~time~~time from the Closing Date up to but excluding the Revolving Credit Commitment Termination Date, ~~on any Business Day during Availability Period,~~ each in an aggregate principal amount which when added to such Lender's Pro Rata Share of the outstanding Senior Tranche Credit Exposure, does not exceed such Lender's Senior Tranche Commitment. The aggregate amount of Negative Cost Loans for a Qualifying Picture shall not exceed the Negative Cost Loan Value. (b) Each (i) Senior Tranche Lender, severally and not jointly, agrees, upon the terms and subject to the conditions hereof, to make its Pro Rata Share of Loans to the Borrower for use in paying 50% of the Domestic Distribution Expenses but no more than 50% of the Formula Amount of Domestic Distribution Expenses with respect to a particular Declared Qualifying Picture, in accordance with Section 5.16 hereof ("Domestic Distribution Loans"); provided that the remaining 50% is provided under the Junior Tranche and (ii) Junior Tranche Lender, severally and not jointly, agrees, upon the terms and subject to the conditions hereof, to make its Pro Rata Share of Domestic Distribution Loans to the Borrower for use in paying 50% of the Domestic Distribution Expenses but no more than 50% of the Formula Amount of Domestic Distribution Expenses with respect to a particular Declared Qualifying Picture. The Domestic Distribution Loans shall be made upon the request of the Borrower and shall not be made prior to the Completion and acquisition of the relevant Declared Qualifying Picture pursuant to a Film Purchase Agreement, from time to time from the Closing Date up to but excluding the Revolving Credit Commitment Termination Date, each in an aggregate principal amount which when added to such Lender's Pro Rata Share of the outstanding Senior Tranche Credit Exposure or Junior Tranche Credit Exposure, as applicable, does not exceed such Lender's Senior Tranche Commitment or Junior Tranche Commitment, as applicable. Furthermore, it is understood that, after $40,000,000 in the aggregate of Domestic Distribution Loans have been made under the Junior Tranche, only half of the then-available Junior Tranche Commitment shall be available for Domestic Distribution Loans, and for each additional Domestic Distribution Loan made thereafter under the Junior Tranche an amount equal to such Loan shall then be reserved under the ~~product~~ Junior Tranche Commitment in accordance with Section 5.20 in order to fund the repayment of Domestic Distribution Loans under the Senior Tranche. (c) In addition, to the extent there is available Total Senior Tranche Commitment which has not been reserved to fund Negative Cost Loans and/or Domestic Distribution Loans, each Senior Tranche Lender, severally and not jointly, agrees, upon the terms and subject to the conditions hereinafter set forth, to make its Pro Rata Share of Loans to the Borrower to fund interest hereunder and expenses of the Administrative Agent payable hereunder (the "Interest Loans") upon the request of the Borrower, from time to time from the Closing Date up to but excluding the Interest Loan Commitment Termination Date, each in an aggregate principal amount (x) not to exceed the interest payable from time to time hereunder and expenses of the Administrative Agent payable hereunder and (y) which when added to such Lender's Pro Rata Share of the outstanding Senior Tranche Credit Exposure, does not exceed such Lender's Senior Tranche Commitment; provided, however, that the maximum amount that each Senior -------- ------- Tranche Lender shall be obligated to lend subsequent to the Revolving Credit Termination Date is the amount by which its Senior Tranche Commitment exceeds its Pro Rata Share of the Total Senior Tranche Credit Exposure and that commitment shall be a revolving credit commitment. (d) At the Maturity Date or such earlier date on which the Domestic Distribution Loans under the Senior Tranche become due and payable, each Junior Tranche Lender shall pay (based on its Pro Rata Share) to the Senior Tranche Lenders an amount not to exceed in the aggregate the least of (x) the aggregate amount ~~requested~~ theretofore used to repay Domestic Distribution Loans under the Junior Tranche, (y) the aggregate amount of Domestic Distribution Loans then outstanding under the Senior Tranche and (z) the amount by which $40,000,000 exceeds the Domestic Distribution Loans then outstanding under the Junior Tranche; provided, however, that to the extent there is an automatic stay or -------- ------- other proceeding which prohibits the Junior Tranche Lenders from advancing such amounts, the Junior Tranche Lenders agree to purchase from the Senior Tranche Lenders participations in the Senior Tranche Commitment pursuant to Assignment and Acceptance Agreements in an amount equal to such amounts owing to the Senior Tranche Lenders. The obligation of the Junior Tranche Lenders to pay the Senior Tranche Lenders set forth in this Section 2.1(d) is absolute and unconditional and is not subject to the conditions precedent set forth in Sections 4.2 and 4.3 hereof and such amounts shall be treated as Loans hereunder. (e) Subject to Section 2.2, the Loans shall be made at such times as the Borrower shall request. (f) No Loan shall be made which would result in the Junior Tranche Credit Exposure or the Senior Tranche Credit Exposure exceeding the Total Junior Tranche Commitment or the Senior Tranche Commitment, as applicable. (g) Prior to the making of the first extension of credit with regard to each Declared Qualifying Picture, and provided that the Borrower is in compliance with Section 5.20 hereof, (x) the Senior Tranche Lenders shall reserve from the Senior Tranche Commitments for the purpose of making Domestic Distribution Loans with respect to such Declared Qualifying Picture, an amount equal to 50% of the Domestic Distribution Expenses but no more than 50% of the Formula Amount of Domestic Distribution Expenses with respect to such Declared Qualifying Picture (subject to the remaining 50% being provided under the Junior Tranche) and (y) the Junior Tranche Lenders shall reserve from the Junior Tranche Commitment for the purpose of making Domestic Distribution Loans with respect to such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by Declared Qualifying Picture an amount equal to ~~its Applicable Percentage~~ 50% of the ~~requested increase amount. Each Lender~~Domestic Distribution Expenses but no more than 50% of the Formula Amount of Domestic Distribution Expenses with respect to such Declared Qualifying Picture provided that after $40,000,000 in the aggregate of Domestic Distribution Loans have been made under the Junior Tranche, ~~acting in its sole discretion~~ only half of the then-available Junior Tranche Commitment shall be available for Domestic Distribution Loans, and ~~with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice~~ an amount equal to the ~~Borrower~~ amount of each such Domestic Distribution Loan shall be reserved under the Junior Tranche Commitment to fund repayment of Domestic Distribution Loans under the Senior Tranche at the Maturity Date (or such certain date upon which the Senior Tranche Commitments are terminated and the ~~Agent advise~~ Domestic Distribution Loans under the ~~Borrower~~ Senior Tranche become due and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”payable). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increase.

Appears in 1 contract

Sources: Credit and Security Agreement (Artisan Entertainment Inc)

Loans. (a) Subject to the terms and conditions ~~of this Agreement~~set forth herein, each Legacy Lender ~~shall~~ having a Legacy Commitment severally agrees to make ~~Loans~~ revolving loans to the ~~Borrower~~ Legacy Borrowers in Dollars from time to time, on any Business Day ~~during Availability Period~~on or after the Original Closing Date until the Maturity Date, in an aggregate principal amount ~~equal~~ not to ~~the product of (x) the aggregate amount requested by the Borrower and (y)~~ exceed at any time outstanding such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that (i) the Principal Outstanding Amount of such Legacy ▇▇▇▇▇▇’s ~~Loans (~~Legacy Commitment; provided that after giving effect to any ~~Loan) shall not in any event exceed~~ such ~~Lender’s Committed Loan Limit~~Legacy Revolving Credit Borrowing, (iix) the ~~Tranche A Principal~~ aggregate Outstanding Amount ~~(after giving effect to~~ of the Legacy Revolving Loans of any ~~Loan) of~~ Legacy Lender, plus such Legacy ▇▇▇▇▇▇’s ~~Tranche A Loans does not exceed~~ Legacy Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Legacy ▇▇▇▇▇▇’s ~~Tranche A Committed Loan Limit, (iii)~~ Legacy Pro Rata Share of the ~~Tranche B Principal~~ Outstanding Amount of all Swing Line Loans and Protective Advances made to Legacy Borrowers shall not exceed the lesser of (~~after giving effect to any Loan~~i) of such Legacy ▇▇▇▇▇▇’s ~~Tranche B Loans does not exceed the Tranche B Committed Loan Limit~~ Legacy Commitment at such time and (ivii) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such Legacy ▇▇▇▇▇▇’s ~~Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion~~ Legacy Pro Rata Share of the ~~Increase Approval Period~~Legacy Borrowing Base at such time and (y) the aggregate outstanding amount of Total Legacy Outstandings shall not exceed the Legacy Line Cap at such time. Within the limits of each Legacy ▇▇▇▇▇▇’s Legacy Commitment, and subject to the other terms and conditions hereof, the ~~Agent shall notify~~ Legacy Borrowers may borrow under this Section 2.01(a), prepay under Section 2.05, and reborrow under this Section 2.01(a). Legacy Revolving Loans may be Base Rate Loans or Eurodollar RateTerm SOFR Loans. (b) Subject to the ~~Borrower~~ terms and conditions set forth herein, each ETMC Lender having an ETMC Commitment severally agrees to make revolving loans to the ETMC Borrowers in Dollars from time to time, on any Business Day on or after the Original Closing Date until the Maturity Date, in an aggregate principal amount not to exceed at any time outstanding such ETMC Lender’s ETMC Commitment; provided that after giving effect to any such ETMC Revolving Credit Borrowing, (x) the aggregate Outstanding Amount of the ~~results~~ ETMC Revolving Loans of any ETMC Lender, plus such ~~request~~ ETMC Lender’s ETMC Pro Rata Share of the Outstanding Amount of all Swing Line Loans and Protective Advances made to ETMC Borrowers shall not exceed the lesser of (i) such ETMC Lender’s ETMC Commitment at such time and (ii) such ETMC Lender’s ETMC Pro Rata Share of the ETMC Borrowing Base at such time and (y) the aggregate outstanding amount of Total ETMC Outstandings shall not exceed the ETMC Line Cap at such time. Within the limits of each ETMC Lender’s ETMC Commitment, and subject to the ~~Lenders. If~~ other terms and conditions hereof, the ~~Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion~~ETMC Borrowers may borrow under this Section 2.01(b), ~~such increase will be effective as of the relevant Commitment Increase Date~~prepay under Section 2.05, and ~~the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable,~~ reborrow under this Section 2.01(b). ETMC Revolving Loans may be Base Rate Loans or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increaseEurodollar RateTerm SOFR Loans.

Appears in 1 contract

Sources: Abl Credit Agreement (Ardent Health Partners, LLC)

Loans. The Bank agrees, on the terms of this Agreement, to make loans (athe "Loans") to the Company in Dollars during the period from and including the date hereof to but not including the Commitment Termination Date (or any earlier date of termination of the Commitment) in an aggregate principal amount at any one time outstanding, together with the aggregate amount of all Letter of Credit Outstandings, up to but not exceeding the amount of the Commitment as in effect from time to time. Subject to the terms ~~and conditions~~ of this Agreement, ~~each Lender shall make~~ during such period the Company may borrow, repay and reborrow the Loans to by means of Base Rate Loans and Eurodollar Loans and may Convert Loans of one Type into Loans of another Type (as provided in Section 2.08 hereof) or Continue Loans of one Type as Loans of the ~~Borrower from time to time, on any Business Day during Availability Period, in an aggregate amount equal to the product of~~ same Type; provided that (xa) the ~~aggregate amount requested by the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available~~ Company shall not be entitled to ~~the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that~~ make any borrowing unless either (i) the ~~Principal Outstanding Amount~~ Borrowing Base is at least equal to the aggregate principal amount of ~~such ▇▇▇▇▇▇’s~~ the Loans (outstanding and Letter of Credit Outstandings after giving effect ~~to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit,~~ thereto or (ii) substantially simultaneously with such borrowing Assets with a Borrowing Value equal to or more than the ~~Tranche A Principal Outstanding Amount~~ principal amount of such borrowing (excluding Advances to the extent that, when included as Eligible Pledged Advances, the aggregate Fair Market Value of all Eligible Pledged Advances would exceed $200,000,000 when any obligations are outstanding under the AKF Railcar Credit Agreement and the AKF Railcar Credit Agreement is in full force and effect, or $200,000,000 thereafter), become Eligible Pledged Assets in accordance with Section 2.10 hereof (and the Bank shall be satisfied with the manner and timing of the creation and perfection of its security interest in any Eligible Pledged Assets), and (b) no more than three separate Interest Periods in respect of Eurodollar Loans may be outstanding at any one time, and (c) the Bank shall not be required to make and the Company shall not be permitted to borrow, any Loan if, after giving effect ~~to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit~~thereto, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each principal amount of the ~~Lenders)~~sum of all Loans outstanding hereunder, ~~no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date~~ all Letter of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase DateCredit Outstandings hereunder, and all loans and letter of credit outstandings under the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increaseAKF Railcar Credit Agreement would exceed $200,000,000.

Appears in 1 contract

Sources: Credit Agreement (Icahn Carl C Et Al)

Loans. ~~(a)~~ Subject to the terms and conditions of set forth in this Agreement, each of the Lenders severally agrees to lend to the Borrower, and the Borrower may borrow from time to time after the Closing Date and during the Availability Period upon notice by the Borrower to the Agent given in accordance with §2.4, Loans in an aggregate principal amount up to, but not exceeding, such Lender’s Commitment in no more than six (6) total draws as follows: (i) on the date when the West Chicago Property is acquired and added as a Collateral Property, Loans in an aggregate principal amount not less than $40,000,000, and (ii) on no more than five (5) additional draws during the Availability Period, Loans in an aggregate principal amount not to exceed the unused Commitment of the Lenders; provided, that, in all events (i) no Default or Event of Default shall have occurred and be continuing, (ii) no Lender shall have any obligation to make Loans to Borrower in the ~~Borrower from time~~ maximum aggregate principal outstanding balance of more than the principal face amount of its Note or Commitment, as applicable, and (iii) after giving effect to ~~time~~each advance of Loans hereunder, the Loan-to-Cost shall not exceed 60% on ~~any Business Day during Availability Period,~~ the date of each such advance. Each borrowing of Loans shall be in an aggregate minimum amount ~~equal to the product~~ of ~~(x) the aggregate amount requested by the Borrower~~ $5,000,000 and ~~(y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent)~~ integral multiples of $100,000 in ~~accordance with the terms hereof~~excess thereof; provided, that a borrowing of Loans may be in the aggregate amount of the remaining outstanding amount of the Commitments. The Loans shall be made pro rata in accordance with each Lender's Commitment Percentage. Each Loan Request (ias defined below) shall constitute a representation and warranty by the ~~Principal Outstanding Amount~~ Borrower that all of ~~such~~ the conditions required of ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ §▇~~’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit,~~ ▇ and §11 have been satisfied (~~iii~~unless waived by Agent in writing) on the ~~Tranche B Principal Outstanding Amount (after giving effect to any Loan)~~ date of such ~~▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and~~ request (~~iv) each other~~ or if such condition ~~set forth in Article V (Conditions Precedent~~ is required to Loans) shall be satisfied. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each have been satisfied only as of the ~~Lenders)~~initial Closing Date, ~~no later than twelve (12) Business Days prior to the date~~ that such ~~increase is requested to be made effective~~ condition was satisfied as of the Closing Date). The Agent may assume that the conditions in §10 and §11 have been satisfied (~~the effective date of any~~ unless waived by Agent in writing) unless it receives prior written notice from a Lender that such ~~increase,~~ conditions have not been satisfied or waived. Upon a ~~“Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day~~ Lender’s funding of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan LimitLoan, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment ~~Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all~~ of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be ~~deemed to have rejected~~ permanently reduced by the ~~Borrower’s request for an increase in~~ principal amount of such ~~▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full~~Loan. ~~Promptly following the conclusion~~ All Commitments of the ~~Increase Approval Period~~Lenders shall terminate on the Availability Termination Date if not previously terminated pursuant hereto. Once repaid, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum principal amount of ~~USD 1,000,000, and shall~~ a Loan (or portion thereof) may not be ~~conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increase~~reborrowed.

Appears in 1 contract

Sources: Credit Agreement (Plymouth Industrial REIT Inc.)

Loans. (a) Subject to the terms and conditions of this ~~Agreement~~Agreement and the Other Agreements, ~~each Lender shall make Loans~~ prior to the Termination Date, Lender may, in its sole discretion, make revolving loans (the "REVOLVING LOANS") to Borrower as Borrower shall from time to ~~time, on~~ time request. The aggregate unpaid principal of all Revolving Loans outstanding at any Business Day during Availability Period, in an aggregate amount equal to the product of (x) the aggregate amount requested by the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) one time shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the ~~Tranche B Committed~~ lesser of (A) the Maximum Revolving Loan ~~Limit~~ Facility and (ivB) ~~each other condition set forth~~ Revolving Loan Availability at such time. If at any time the outstanding principal balance of the Revolving Loans exceeds the Revolving Loan Availability or the Minimum Coverage Ratios (an "OVER ADVANCE"), Borrower shall immediately, and without the necessity of a demand by Lender, pay to Lender such amount as may be necessary to eliminate such excess or in ~~Article V (Conditions Precedent~~ the alternative provide evidence of additional Eligible Accounts to ~~Loans)~~ eliminate such excess. The Revolving Loans shall, in Lender's sole discretion, be evidenced by one or more promissory notes in the form of EXHIBIT B. However, if the Revolving Loans are not so evidenced, such Loans may be evidenced solely by entries upon the books and records maintained by Lender. The Revolving Loans shall be ~~satisfied~~payable in full on the Termination Date. (b) ~~The~~ Proceeds from the collections of Accounts shall be applied to pay down the Loans on a monthly basis pursuant to the amortization schedule attached hereto as EXHIBIT H, which amortization table will be amended in connection with each advance hereunder. Borrower may request a Loan advance weekly in accordance with Paragraph 4(a), below, with repayment on a monthly basis as previously stated in this paragraph. Prior to an ~~increase~~ Event of Default, all proceeds shall be applied as follows: first to pay any fees, expenses, reimbursements due to Lender, second to pay any accrued but unpaid interest, third to repay the principal payable in accordance with the amortization schedule then in effect and the remainder of the proceeds in the ~~aggregate Tranche A Committed Loan Limits~~ Deposit Account can be applied and/or distributed to or at the ~~aggregate Tranche B Committed Loan Limits by delivering a written request for such increase~~ direction of Borrower. Upon the occurrence and during an Event of Default, all proceeds shall be applied to the ~~Agent~~ Liabilities until the Liabilities are paid in full or until the Event of Default is cured. (c) Borrower shall have the right to prepay the Loans subject to receipt of at least a twenty percent (20%) IRR. (d) As a condition subsequent of receiving Revolving Loans, Borrower shall provide Lender satisfactory evidence or proof of Borrower's payment to any vendor providing consumer electronic products to consumers with Debtor Financing and ~~the Agent shall promptly distribute a copy~~ proof of ~~any~~ shipping to such ~~request to each of the Lenders), no~~ consumer not later than ~~twelve~~ ten (1210) ~~Business Days prior to the date that such increase is requested to be~~ business days after a Revolving Loan has been made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increaseEligible Account.

Appears in 1 contract

Sources: Revolving Loan and Security Agreement (Direct Response Financial Services Inc)

Loans. (a) ~~Subject to~~ On the terms and conditions of set forth herein, including this ~~Agreement~~Section and Article Four, ~~each Lender shall make Loans to~~ the Borrower may from time to ~~time,~~ time on any Business Day during ~~Availability Period~~the Revolving Period on which no Stop-Funding Event exists, request that each Lender make an advance (the aggregate amount of such advances on a Funding Date, a "Loan") in the amount of each such Lender's Lender Advance, to the Borrower on a Funding Date. Any such Loan shall be made by the related Committed Lender, to the extent that such Loan would not cause the portion of the Loans Outstanding funded by such Lender Group, determined after giving effect to such funding, to exceed its Commitment. For the avoidance of doubt, no Committed Lender shall have any obligation on any date to fund an amount that would cause its Lender Percentage of the Loans Outstanding, determined after giving effect to such funding, to exceed its Commitment. (b) No later than 3:00 p.m., New York City time, two Business Days prior to a proposed Funding Date, the Borrower shall notify the Administrative Agent and the Agents of such proposed Funding Date and Loan by delivering to the Administrative Agent and the Agents (with a copy to the Account Bank): (c) Following receipt by the Administrative Agent and the Agents of a Funding Request, and prior to the Termination Date, each Lender Group severally agrees to make its Lender Advance of any Loan requested by the Borrower pursuant to Section 2.01(b), subject to the conditions contained herein, in an aggregate amount equal to the ~~product of~~ Loan so requested. (xd) the aggregate amount requested by the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that In no event shall: (i) a Lender be required to fund a Principal Amount that would cause its Lender Percentage of the ~~Principal Outstanding Amount of such ▇▇▇▇▇▇’s~~ Loans (Outstanding, determined after giving effect to ~~any Loan) shall not in any event~~ such funding, to exceed ~~such Lender’s Committed Loan Limit,~~ its Commitment; (ii) a Lender be required on any date to fund a Principal Amount that would cause its Lender Percentage of the ~~Tranche A Principal Outstanding Amount (~~Loans Outstanding, determined after giving effect to ~~any Loan) of~~ such ~~▇▇▇▇▇▇’s Tranche A Loans does not~~ funding, to exceed ~~such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit,~~ its Commitment; (iii) any Loan be requested hereunder, nor shall any Lender be obligated to fund its Lender Advance of any Loan, to the ~~Tranche B Principal Outstanding Amount (~~extent that after giving effect to ~~any~~ such Loan~~) of such ▇▇▇▇▇▇’s Tranche B~~ , the Loans ~~does not~~ Outstanding would exceed the ~~Tranche B Committed Loan Limit and~~ Borrowing Base; (iv) ~~each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase in~~ the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy Principal Amount of any Loan exceed the Available Amount on such ~~request to each of the Lenders), no later~~ day; and (v) more than ~~twelve (12)~~ one Loan be funded on any Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increaseDay.

Appears in 1 contract

Sources: Loan Agreement (Lithia Motors Inc)

Loans. (a) Each Bank severally agrees, on the terms and conditions of this Agreement, to make loans to the Company in Dollars in a single drawing on the Funding Date in a principal amount up to such Bank’s Commitment. Subject to the terms and conditions of this Agreement, the Company may Convert Loans of one Type into Loans of another Type (as provided in Section 2.10) or Continue Loans of one Type as Loans of the same Type (as provided in Section 2.10); provided that no more than eight separate Borrowings in respect of Term Benchmark Loans from each ~~Lender shall make~~ Bank may be outstanding at any one time. Amounts repaid or prepaid in respect of the Loans to the Borrower from time to time, on any Business Day during Availability Period, in an aggregate amount equal to the product of (x) the aggregate amount requested by the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall may not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be ~~satisfied~~reborrowed. (b) ~~The Borrower~~ At its sole discretion, the Company may ~~request~~ extend the Maturity Date of a portion of the Loans in an ~~increase in~~ aggregate principal amount of up to $250,000,000 once during the ~~aggregate Tranche A Committed Loan Limits and/or~~ term of this Agreement, on the ~~aggregate Tranche B Committed Loan Limits by delivering a written request for such increase~~ terms and subject to the ~~Agent~~ conditions set forth in this Section 2.01(b), for a period of one year measured from the Initial Maturity Date (~~and~~ such extension, an “Extension”), such that the ~~Agent shall promptly distribute a copy~~ Maturity Date of ~~any~~ such ~~request to each~~ portion of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit Loans extended pursuant to this ~~Section, shall by written notice to~~ Section 2.01(b) (the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice “Extended Loans”) shall be ~~delivered to~~ the ~~Agent and~~ second anniversary of the ~~Borrower no fewer than five~~ Funding Date (~~5) Business Days prior to~~ such date, the ~~Commitment Increase Date therefor(the~~ “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing LenderExtended Maturity Date”). If the Company wishes to exercise its right to an Extension, it shall give notice to that effect to the Administrative Agent (such notice, the “Extension Notice”) at any ~~Lender~~ time after the Funding Date and not less than 30 days prior to the Initial Maturity Date, which Extension Notice shall specify the aggregate principal amount of Loans to be extended (which shall not exceed $250,000,000). So long as no Event of Default shall have ~~responded affirmatively within~~ occurred and be continuing at such time, upon (i) the ~~Increase Approval Period, such Lender shall be deemed to have rejected the Borrower~~Administrative Agent’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results receipt of such ~~request to the Lenders. If the Agent~~ Extension Notice and ~~any Increasing Lender~~ (~~which must, in any event, include each Qualified Lender~~ii) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the ~~Borrower~~ Company of the Extension Fee to the Administrative Agent for the account of each Bank as provided in Section 2.06(b), the Maturity Date of such specified portion of the Loans shall be extended to the Extended Maturity Date (which extension shall be applied to the outstanding Loans held by the Banks on a ratable basis). The Administrative Agent shall promptly notify each Bank of receipt of an Extension Notice and the occurrence of any ~~fee agreed by~~ Extension (including the ~~Borrower~~ aggregate principal amount of the Extended Term Loans and non-Extended Loans (and the ~~Agent in connection with~~ principal amount of Extended Loans and non-Extended Loans held by each Bank) after giving effect to such ~~increase~~Extension).

Appears in 1 contract

Sources: 364 Day Term Loan Credit Agreement (Motorola Solutions, Inc.)

Loans. (a) ~~Subject~~ Unless otherwise agreed by the Managing Lender, (i) each Loan shall be made on notice, given not later than 11:00 A.M. (New York City time) on the third Business Day prior to the ~~terms and conditions of this Agreement~~Borrowing Date, by the Borrower to the Administrative Agent, which shall give to each Lender prompt written notice thereof by telecopier, and (ii) notice of a Loan (a "Notice of Borrowing") may only be given on the first or second day of each Calendar Week. Each Notice of Borrowing shall be by telephone, confirmed immediately in writing, or telecopier, substantially in the form of Exhibit A, specifying therein the requested (i) Borrowing Date and (ii) aggregate amount of such Loan. Each Notice of Borrowing shall be accompanied by a Cash Report for the Calendar Week immediately preceding such Notice of Borrowing. Each Lender shall, before 11:00 A.M. (New York City time) on the Borrowing Date, make ~~Loans~~ available to the ~~Borrower from time to time, on any Business Day during Availability Period~~Administrative Agent, in ~~an aggregate amount equal to~~ same day funds, such Lender's Ratable Share of such Loan. After the ~~product~~ Administrative Agent's receipt from the Lenders of ~~(x)~~ the ~~aggregate amount~~ funds requested by the Borrower and ~~(y)~~ upon fulfillment of the conditions to such ~~Lender’s Applicable Percentage~~Loan set forth in this Agreement, ~~by making immediately available~~ the Administrative Agent will disburse or make such funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfiedBorrower. (b) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. The ~~Borrower may request~~ proposed Loan requested in each Notice of Borrowing shall be in an ~~increase~~ increment of $250,000 and shall not be less than $1,000,000 in the aggregate ~~Tranche~~ (or such lesser increment or amount as is agreed to by the Managing Lender). A ~~Committed~~ Notice of Borrowing shall not be honored if and to the extent that such Notice of Borrowing seeks a Loan ~~Limits and/or~~ in an amount that would cause the aggregate ~~Tranche B Committed Loan Limits~~ outstanding principal amount of the Loans to exceed the Aggregate Commitment Amount. In addition, unless otherwise agreed by ~~delivering~~ the Managing Lender, a ~~written request for such increase~~ Notice of Borrowing shall not be honored (i) if and to the ~~Agent (and~~ extent that such Notice of Borrowing seeks a Loan in an amount that exceeds the ~~Agent shall promptly distribute a copy~~ amount of ~~any such request to each of~~ cash required by the ~~Lenders), no later than twelve (12) Business Days prior to~~ Loan Parties through the date that ~~such increase~~ is two weeks after the proposed Borrowing Date as reflected in the Approved Budget after taking all available cash of the Loan Parties into consideration as reflected in the Cash Report for the immediately preceding Cash Report, or (ii) if a Default or an Event of Default has occurred and is continuing. Unless otherwise agreed by the Managing Lender, the Lenders shall not be required to extend Loans to the Borrower more frequently than once per Calendar Week. In conjunction with the consummation of the Joint Plan, if requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower ~~pursuant~~ in writing, the Required Lender may, but shall be under no obligation to, approve additional Loans up to the ~~immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an~~ aggregate amount ~~equal to its Applicable Percentage~~ of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five Unfunded Commitments. (5c) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender Nothing herein shall be deemed to ~~have rejected~~ require the Administrative Agent to expend its own funds or advance any money, on behalf of the Lenders, to the Borrower~~’s request for an increase~~ . (d) The failure of any Lender to make its Ratable Share of any Loan available to the Administrative Agent in ~~such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion~~ accordance with this Agreement shall not relieve any other Lender of ~~the Increase Approval Period~~its obligation, ~~the Agent shall notify the Borrower of the results~~ if any, under this Agreement to make its Ratable Share of such ~~request~~ Loan on the relevant Borrowing Date; however, no Lender shall be responsible for the failure of any other Lender to make its Ratable Share of any Loan available to the ~~Lenders. If the~~ Administrative Agent ~~and~~ on any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Borrowing Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increase.

Appears in 1 contract

Sources: Debtor in Possession Credit and Guaranty Agreement (Key3media Group Inc)

Loans. (a) ~~Subject~~ Each Borrower may request a Borrowing (other than a Conversion) by delivering a notice (a “Notice of Borrowing”) to the Administrative Agent no later than 11:00 A.M. on the third Business Day or, in the case of ABR Loans, on the first Business Day, prior to the date of the proposed Borrowing. The Administrative Agent shall give each Lender prompt notice of each Notice of Borrowing. Each Notice of Borrowing shall be in substantially the form of Exhibit A and shall specify the requested (i) date of such Borrowing (which shall be a Business Day, but in no event later than the Business Day immediately preceding the Revolving Credit Termination Date), (ii) Type of Loans to be made in connection with such Borrowing, (iii) Interest Period, if any, for such Loans and (iv) amount of such Borrowing. Each proposed Borrowing shall conform to the requirements of Sections 3.03 and 3.04. (b) Each Lender shall, before 10:00 A.M. on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s address referred to in Section 12.02, in same day funds, such Lender’s Percentage of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article VI, the Administrative Agent will make such funds available to the applicable Borrower at the Administrative Agent’s aforesaid address. Notwithstanding the foregoing, unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s Percentage of such Borrowing, the Administrative Agent may assume that such Lender has made such Percentage available to the Administrative Agent on the date of such Borrowing in accordance with the first sentence of this subsection (b), and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. (c) If and to the extent that any Lender (a “non-performing Lender”) shall not have made available to the Administrative Agent, in accordance with subsection (b) above, such Lender’s Percentage of any Borrowing, the non-performing Lender and the applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand corresponding amounts (not to exceed the aggregate amount that such non-performing Lender failed to make available to the Administrative Agent), together with interest thereon for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of such Borrower, the interest rate applicable at the time to Loans made in connection with such Borrowing and (ii) in the case of such Lender, the Federal Funds Effective Rate. Within the limits of each Lender’s Available Commitment and subject to the other terms and conditions set forth in this Agreement for the making of ~~this Agreement~~Loans, each Borrower may request (and the Lenders shall honor) one or more additional Borrowings from the performing Lenders to fund such repayment to the Administrative Agent. If a non-performing Lender shall ~~make Loans~~ repay to the ~~Borrower from time to time~~Administrative Agent such corresponding amount in full (with interest as above provided), ~~on any Business Day during Availability Period, in an aggregate amount equal to the product of~~ (x) the ~~aggregate~~ Administrative Agent shall apply such corresponding amount ~~requested by~~ and interest to the repayment to the Administrative Agent (or repayment of Loans made to fund such repayment to the Administrative Agent), and shall make any remainder available to the applicable Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender repaid shall be deemed to constitute such Lender’s Loan, made as part of such Borrowing for purposes of this Agreement as if funded concurrently with the other Loans made as part of such Borrowing, and such Lender shall forthwith cease to be deemed a non-performing Lender; if and so long as such non-performing Lender shall not repay such amount, and unless and until an Eligible Assignee shall have ~~rejected~~ assumed and performed the ~~Borrower’s~~ obligations of such non-performing Lender, all computations by the Administrative Agent of Percentages, Commitments and payments hereunder shall be made without regard to the Commitments, or outstanding Loans, of such non-performing Lender, and any amounts paid to the Administrative Agent for the account of such non-performing Lender shall be held by the Administrative Agent in trust for such non-performing Lender in a non-interest-bearing special purpose account. Nothing herein shall in any way limit, waive or otherwise reduce any claims that any party hereto may have against any non-performing Lender. The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing. (d) Any Lender may request ~~for an increase~~ that Loans made by it hereunder be evidenced by a Promissory Note. In such event, the Borrowers shall prepare, execute and deliver to such Lender a Promissory Note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such Promissory Note and interest thereon shall at all times (including after assignment pursuant to Section 12.07) be represented by one or more Promissory Notes in such ~~▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or~~ form payable to the ~~Tranche B Committed Loan Limit in full. Promptly following the conclusion~~ order of the ~~Increase Approval Period~~payee named therein (or, ~~the Agent shall notify the Borrower of the results of~~ if such ~~request to the Lenders. If the Agent and any Increasing Lender (which must~~Promissory Note is a registered note, ~~in any event, include each Qualified Lender) agrees~~ to such ~~increase (such agreement to be granted or withheld in~~ payee and its ~~sole discretion~~registered assigns), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increase.

Appears in 1 contract

Sources: Credit Agreement (Tucson Electric Power Co)

Loans. (a) ~~Subject~~ Each Interim Loan shall be made as part of a single Borrowing made by the Lenders ratably in accordance with their respective Interim Loan Commitments; provided, however, that the failure of any Lender to make the Interim Loan required to be made by it shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make the Interim Loan required to be made by such other Lender). The Interim Loans comprising any Borrowing shall be in an aggregate principal amount that is an integral multiple of €500,000 and not less than €1,000,000 or such other amount as the Administrative Agent may agree. (b) Each Lender may, at its option, make any EURIBOR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms ~~and conditions~~ of this Agreement~~, each~~ . (c) Each Lender shall make ~~Loans~~ its Interim Loan to be made by it hereunder on the ~~Borrower from time to time, on any Business Day during Availability Period, in an aggregate amount equal to the product~~ Initial Funding Date by wire transfer of ~~(x) the aggregate amount requested by the Borrower and (y) such Lender’s Applicable Percentage, by making~~ immediately available funds ~~available~~ to such account in New York City as the Administrative Agent may designate not later than 12:00 (or noon), New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account designated by the ~~Agent~~Borrower in the Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the Initial Funding Date that such Lender will not make available to the Administrative Agent such Lender’s portion of the Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the Initial Funding Date in accordance with paragraph (c) of this Section and the ~~terms hereof; provided~~Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent shall have made funds available as contemplated in the preceding sentence, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender, severally with the Borrower, agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower to but excluding the date such amount is repaid to the Administrative Agent at (i) in the ~~Principal Outstanding Amount~~ case of the Borrower, a rate per annum equal to the interest rate applicable at the time to the Interim Loans comprising such Borrowing or (ii) in the case of such ~~▇▇▇▇▇▇’s Loans~~ Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (~~after giving effect~~ which determination shall be conclusive absent manifest error). If such Lender shall repay to ~~any Loan)~~ the Administrative Agent such corresponding amount, such amount shall ~~not in any event exceed~~ constitute such Lender’s ~~Committed~~ Interim Loan ~~Limit, (ii)~~ as part of the ~~Tranche A Principal Outstanding Amount (after giving effect to any Loan)~~ Borrowing for purposes of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied.this Agreement (be) ~~The~~ Notwithstanding anything in the Agreement to the contrary, upon five Business Days prior notice, the Borrower may request ~~an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase~~ that up to ~~the Agent (and the Agent shall promptly distribute a copy of any such request to each~~ $100,000,000 of the ~~Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to~~ Interim Loans be made ~~effective~~ in US dollars (~~the effective date of any such increase, a~~ “~~Commitment Increase Date~~USD Loans”). All USD Loans shall be Interim Loans under this Agreement; provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Administrative Agent ~~advise~~ shall effect such amendments to this Agreement and as may be necessary or appropriate, in the ~~Borrower and Agent whether or not such Lender agrees to accept all or any portion~~ reasonable opinion of ~~such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to~~ the Administrative Agent and the ~~Borrower no fewer than five~~ Borrower, to effect the provisions of this clause (~~5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”~~e). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increase.

Appears in 1 contract

Sources: Senior Secured Interim Loan Agreement (Avis Budget Group, Inc.)

Loans. (a) Subject to and upon the terms and conditions contained herein: (i) each Tranche A Lender severally (and not jointly) agrees to make its Pro Rata Share of ~~this Agreement, each Lender shall make~~ Tranche A Revolving Loans to ~~the Borrower~~ Borrowers from time to ~~time,~~ time in amounts requested by a Borrower (or Lead Borrower on ~~any Business Day during Availability Period, in an~~ behalf of Borrowers) up to the aggregate amount outstanding at any time equal to the ~~product~~ Tranche A Commitment of ~~(x) the aggregate amount requested by the Borrower and (y)~~ such Lender~~’s Applicable Percentage~~, ~~by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof;~~ provided, ~~that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (~~that, after giving effect to any such Tranche A Revolving Loan) , the principal amount of the Tranche A Revolving Loans, the Swing Line Loans and Letter of Credit Accommodations outstanding with respect to all Borrowers shall not exceed the lesser of (A) the Tranche A Borrowing Base at such time or (B) the Tranche A Maximum Credit at such time; and (ii) each Tranche A-1 Lender severally (and not jointly) agrees to make its Pro Rata Share of Tranche A-1 Revolving Loans to Borrowers from time to time in amounts requested by a Borrower (or Lead Borrower on behalf of Borrowers) up to the aggregate amount outstanding at any ~~event exceed~~ time equal to the Tranche A-1 Commitment of such Lender, provided, that, after giving effect to any such Tranche A-1 Revolving Loan, the principal amount of the Tranche A-1 Revolving Loans outstanding with respect to all Borrowers shall not exceed the lesser of (A) the Tranche A-1 Borrowing Base at such time or (B) the Tranche A-1 Maximum Credit. (b) Except in Administrative Agent’s ~~Committed Loan Limit~~discretion, with the consent of all Lenders, or as otherwise provided herein, (i) the aggregate amount of the Loans (including Swing Line Loans) and the Letter of Credit Accommodations outstanding at any time shall not exceed the Maximum Credit, (ii) the ~~Tranche A Principal Outstanding Amount~~ aggregate amount of the Loans (~~after giving effect to~~ including Swing Line Loans) and Letter of Credit Accommodations outstanding at any ~~Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does~~ time shall not exceed ~~such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit~~the Total Borrowing Base, (iii) the aggregate amount of the Tranche ~~B Principal Outstanding Amount (after giving effect to~~ A Loans, the Swing Line Loans and the Letter of Credit Accommodations outstanding at any ~~Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does~~ time shall not exceed the lesser of the Tranche ~~B Committed Loan Limit~~ A Maximum Credit or the Tranche A Borrowing Base; and (iv) ~~each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase in~~ the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each amount of the ~~Lenders), no later than twelve (12) Business Days prior to~~ Tranche A-1 Revolving Loans outstanding at any time shall not exceed the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage lesser of the ~~requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its~~ Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit A-1 Maximum Credit or the Tranche ~~B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”)~~A-1 Borrowing Base. If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion The aggregate amount of the ~~Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender~~ Loans (~~which must, in any event, include each Qualified Lender~~including Swing Line Loans) ~~agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date,~~ and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount Letter of ~~USD 1,000,000, and shall be conditioned on the payment by the Borrower of~~ Credit Accommodations outstanding at any ~~fee agreed by the Borrower and the Agent in connection with such increase.~~time

Appears in 1 contract

Sources: Loan and Security Agreement (SpartanNash Co)

Loans. ~~(a) Subject to~~ Upon the terms and subject to the conditions of this Agreement, and in reliance upon the representations, warranties and covenants of the Borrowers made herein, each ~~Lender shall~~ of the Lenders severally agrees to make ~~Loans~~ loans (including Overadvances as defined in and made available in accordance with the terms of Section 2.7 hereof) ("Revolving Loans") to the ~~Borrower~~ Borrowers at the Borrowers' request from time to time, on from and after the date hereof and prior to the Maturity Date up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any ~~Business Day during Availability Period, in an aggregate amount~~ one time equal to such Lender's Commitment; provided that the ~~product~~ aggregate principal amount of Revolving Loans outstanding at any time (excluding Overadvances) plus the aggregate face amount of Letters of Credit outstanding at such time shall not exceed the lesser of (xi) the ~~aggregate amount requested by the Borrower~~ Maximum Amount and (yii) the Borrowing Base at such ~~Lender’s Applicable Percentage~~time, ~~by making immediately available funds available~~ and provided, further, that at the time the Borrowers request a Revolving Loan and after giving effect to the ~~Agent (~~making thereof there has not occurred and is not continuing an Event of Default or ~~an account designated by the Agent)~~ Default. The Revolving Loans shall be made pro rata in accordance with each Lender's Commitment Percentage in accordance with the terms of this Agreement, including, without limitation Section 9 hereof~~; provided~~. Except as otherwise permitted under Section 2.7 hereof for certain Overadvances, the Borrowers jointly and severally agree that it shall be a payment Event of Default under Section 7.1(i) hereof, without notice or demand of any kind, if at any time the aggregate debit balance of the Loan Account plus the aggregate face amount of Letters of Credit outstanding at such time shall exceed the lesser of (i) the ~~Principal Outstanding~~ Maximum Amount ~~of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit,~~ and (ii) the ~~Tranche~~ Borrowing Base, unless the Borrowers shall, upon demand by the Agent, promptly pay cash to the Agent to be credited to the Loan Account in such amount as shall be necessary to eliminate the excess. All requests for Revolving Loans shall be in such form and shall be made in such manner as is consistent with the Agent's customary practices. The Revolving Loans shall be evidenced by Fifth Restated and Amended Revolving Credit Notes (collectively, the "Credit Notes") in the form of Exhibit A ~~Principal Outstanding Amount~~ attached hereto. Notwithstanding any other provision of this Agreement, the aggregate principal amount of Revolving Loans outstanding at any time (~~after giving effect to any Loan~~including Overadvances) plus the aggregate face amount of Letters of Credit outstanding at such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does time shall not exceed the ~~Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied~~Maximum Amount. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increase.

Appears in 1 contract

Sources: Revolving Credit and Security Agreement (Allou Health & Beauty Care Inc)

Loans. (a) Subject to the terms and conditions ~~of this Agreement~~set forth herein, each Lender ~~shall~~ severally agrees to make ~~Loans~~ loans (each such loan, a "Loan") to the ~~Borrower~~ Borrowers from time to time, on any Business Day during the Availability Period, in an aggregate amount ~~equal~~ not to exceed at any time outstanding the ~~product~~ amount of ~~(x) the aggregate amount requested by the Borrower and (y)~~ such Lender~~’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof~~'s Commitment; provided, however, that ~~(i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (~~after giving effect to any ~~Loan~~Borrowing, (i) the Total Outstandings shall not ~~in any event~~ exceed ~~such Lender’s Committed Loan Limit~~the Aggregate Commitments, and (ii) the ~~Tranche A Principal~~ aggregate Outstanding Amount ~~(after giving effect to~~ of the Loans of any ~~Loan)~~ Lender, plus such Lender's Applicable Percentage of ~~such ▇▇▇▇▇▇’s Tranche A Loans does~~ the Outstanding Amount of all L/C Obligations, shall not exceed such ~~▇▇▇▇▇▇’s Tranche A Committed Loan Limit~~Lender's Commitment. Within the limits of each Lender's Commitment, ~~(iii)~~ and subject to the ~~Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B~~ other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.04, and reborrow under this Section 2.01. Loans ~~does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to~~ may be Base Rate Loans or Eurodollar Rate Loans~~) shall be satisfied~~, as further provided herein. (b) ~~The~~ Each Borrower ~~may~~ shall have the right to request ~~an increase in~~ that repayment of its Loans outstanding on the ~~aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase~~ Commitment Termination Date be extended to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective Maturity Date (the ~~effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on~~ "Term-Out Option") by giving the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by Administrative Agent written notice ~~to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion~~ of such ~~increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer~~ election not less than five (5) Business Days prior to the Commitment ~~Increase Date therefor(the “Increase Approval Period”)~~Termination Date. Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the The Administrative Agent shall ~~notify the Borrower of the results of~~ promptly forward such request to the Lenders. If Provided that (x) no Default has occurred and is continuing and (y) the ~~Agent~~ conditions of Section 4.02 are satisfied, upon such request by a Borrower, and ~~any Increasing Lender (which must,~~ payment of the fee referred to in ~~any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion~~Section 2.08(c), the payment date of such ~~increase will~~ Borrower's Loans outstanding on the Commitment Termination Date (the "Term-Out Date") shall be ~~effective as of~~ extended to the ~~relevant Commitment Increase Date,~~ Maturity Date and the Administrative Agent ~~will deliver a written confirmation to~~ shall advise the ~~Borrower specifying~~ Borrowers and the ~~new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender~~Lenders of such Maturity Date. Any ~~such increase in~~ Loans repaid after the ~~Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall~~ Term-Out Date may not be ~~in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increase~~reborrowed.

Appears in 1 contract

Sources: Credit Agreement (Scottish Re Group LTD)

Loans. (a) ~~Subject~~ A Borrower may request a Borrowing (other than a Conversion) by delivering a notice (a "NOTICE OF BORROWING") to the ~~terms and conditions~~ Administrative Agent no later than 12:00 noon (New York City time) on the third Business Day or, in the case of ~~this Agreement~~ABR Loans, on the first Business Day, prior to the date of the proposed Borrowing. The Administrative Agent shall give each Lender prompt notice of each Notice of Borrowing. Each Notice of Borrowing shall ~~make Loans to~~ be in substantially the ~~Borrower from time to time, on any Business Day during Availability Period, in an aggregate amount equal to~~ form of Exhibit A and shall specify the ~~product of (x) the aggregate amount~~ requested by the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that (i) ~~the Principal Outstanding Amount~~ date of such Borrowing, (ii) Type of Loans to be made in connection with such Borrowing, (iii) Interest Period, if any, for such Loans, (iv) amount of such Borrowing and (v) identity of the applicable Borrower. Each proposed Borrowing shall conform to the requirements of Sections 3.03 and 3.04. (b) Each Lender shall, before 12:00 noon (New York City time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's offices at ▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇~~’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit~~, ~~(ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such~~ ▇▇ ▇▇▇▇▇~~▇’s Tranche A Loans does not exceed~~ , in same day funds, such ~~▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan)~~ Lender's Percentage of such ~~▇▇▇▇▇▇’s Tranche B Loans does not exceed~~ Borrowing. After the ~~Tranche B Committed Loan Limit~~ Administrative Agent's receipt of such funds and ~~(iv) each other condition~~ upon fulfillment of the applicable conditions set forth in Article ~~V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase in~~ V, the ~~aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for~~ Administrative Agent will make such ~~increase~~ funds available to the ~~Agent (and~~ applicable Borrower at the Administrative Agent's aforesaid address. Notwithstanding the foregoing, unless the Administrative Agent shall ~~promptly distribute~~ have received notice from a ~~copy of any such request to each of the Lenders), no later than twelve (12) Business Days~~ Lender prior to the date of any Borrowing that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant Lender will not make available to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Administrative Agent such Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable 's Percentage of such ~~increase~~Borrowing, ~~a portion~~ the Administrative Agent may assume that such Lender has made such Percentage available to the Administrative Agent on the date of such ~~increase, or decline to accept any~~ Borrowing in accordance with the first sentence of ~~such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable~~ this subsection (~~each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”~~b). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Administrative Agent ~~will deliver a written confirmation~~ may, in reliance upon such assumption, make available to the applicable Borrower ~~specifying~~ on such date a corresponding amount. (c) Any Lender may request that Loans made by it be evidenced by a Promissory Note. In such event, the ~~new Tranche A Committed Loan Limit~~ Borrowers shall prepare, execute and ~~Tranche B Committed Loan Limit~~deliver to such Lender a Promissory Note payable to the order of such Lender (or, ~~as applicable~~if requested by such Lender, ~~or each Increasing Lender. Any~~ to such ~~increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be~~ Lender and its registered assigns) and in a ~~minimum amount of USD 1,000,000, and shall be conditioned on the payment~~ form approved by the ~~Borrower~~ Administrative Agent. Thereafter, the Loans evidenced by such Promissory Note and interest thereon shall at all times (including after assignment pursuant to Section 10.07) be represented by one or more Promissory Notes in such form payable to the order of ~~any fee agreed by~~ the ~~Borrower~~ payee named therein (or, if such Promissory Note is a registered note, to such payee and ~~the Agent in connection with such increase~~its registered assigns).

Appears in 1 contract

Sources: Credit Agreement (CMS Energy Corp)

Loans. (ai) ~~Subject~~ An Authorized Representative shall give the Agent: (1) at least two (2) Business Days’ irrevocable telephonic notice of each Eurodollar Rate Loan (whether representing an additional borrowing or the Continuation of a borrowing hereunder or the Conversion of a borrowing hereunder from a Base Rate Loan to a Eurodollar Rate Loan) prior to 12:00 noon; and (2) irrevocable telephonic notice of each Base Rate Loan (whether representing an additional borrowing hereunder or the Conversion of a borrowing hereunder from a Eurodollar Rate Loan to a Base Rate Loan) prior to 12:00 noon on the day of such proposed Loan. Each such notice shall be effective upon receipt by the Agent, shall specify the amount of the borrowing, the Type of Loan (Base Rate or Eurodollar Rate), the date of borrowing (which shall be a Business Day) and, if a Eurodollar Rate Loan, the Interest Period to be used in the computation of interest. The Authorized Representative shall provide the Agent written confirmation of each such telephonic notice in the form of a Borrowing Notice or Interest Rate Selection Notice (as applicable) with appropriate insertions, but failure to provide such confirmation shall not affect the validity of such telephonic notice. Notice of receipt of such Borrowing Notice or Interest Rate Selection Notice, as the case may be, together with a specification of the amount of each Lender’s portion of a Loan requested thereunder, shall be provided by the Agent to each Lender by telefacsimile transmission with reasonable promptness, but (provided the Agent shall have received such notice by 12:00 noon) not later than 1:00 P.M. on the same day as the Agent’s receipt of such notice. (ii) Not later than 10:00 A.M. (in the case of a Eurodollar Rate Loan) or 2:00 P.M. (in the case of a Base Rate Loan) on the date specified for each Loan, each Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of the Loan or Loans to be made by it on such day available by wire transfer to the Agent in the amount of its pro rata share, determined according to such Lender’s Applicable Commitment Percentage of the Loan or Loans to be made on such day. Such wire transfer shall be directed to the Agent at the Principal Office and shall be in immediately available funds. The amount so received by the Agent shall, subject to the terms and conditions of this Agreement, ~~each Lender shall make Loans~~ be made available to the Borrower ~~from time to time, on any Business Day during Availability Period, in an aggregate amount equal~~ by delivery of the proceeds thereof to the ~~product of~~ Borrower’s Account or otherwise as shall be directed in the applicable Borrowing Notice by the Authorized Representative and reasonably acceptable to the Agent. (xiii) ~~the aggregate amount~~ If requested by the Borrower ~~and (y) such Lender’s Applicable Percentage, by making immediately available funds available to~~ through the Agent ~~(or an account designated by~~ before 12:00 noon at least four Business Days before the ~~Agent) in accordance with~~ beginning of any Interest Period applicable to a Eurodollar Rate Loan, each Lender will advise the ~~terms hereof; provided, that (i)~~ Agent before 10:00 A.M. three Business Days preceding the ~~Principal Outstanding Amount~~ beginning of such ~~▇▇▇▇▇▇’s Loans (after giving effect~~ Interest Period as to ~~any Loan) shall not in any event exceed such Lender’s Committed Loan Limit~~whether, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by if the Borrower ~~pursuant to the immediately preceding sentence shall constitute~~ selects an ~~invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage~~ Interest Period of ~~the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit~~ nine or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Periodtwelve months, such Lender expects that deposits in Dollars with a term corresponding to such Interest Period will be available to it two Business Days preceding such Interest Period in the amount and for the duration required to fund the Eurodollar Rate Loan to which such Interest Period would apply. If, but only if, each Lender confirms that it expects such deposits to be available to it on terms acceptable to such Lender, in its own discretion, then the Borrower shall be ~~deemed~~ entitled to ~~have rejected the Borrower’s request~~ select a duration of nine or twelve months for ~~an increase in~~ such ~~▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval~~ Interest Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increase.

Appears in 1 contract

Sources: Credit Agreement (V F Corp)

Loans. (a) ~~Subject~~ The Borrower shall request the initial Borrowing by delivering a notice (a "NOTICE OF BORROWING") to the ~~terms and conditions of this Agreement,~~ Administrative Agent no later than 12:00 noon (New York City time) on the Closing Date. The Administrative Agent shall give each Lender prompt notice of such Notice of Borrowing. Such Notice of Borrowing shall be in substantially the form of Exhibit A and shall specify the requested (i) date of such Borrowing, and (ii) amount of such Borrowing. The initial Borrowing shall be ABR Loans. Each proposed Borrowing shall conform to the requirements of Sections 3.03 and 3.04. (b) Each Lender shall, before 2:00 p.m. (New York City time) on the date of such Borrowing, make ~~Loans~~ available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's offices at 2 Penns Way, Suite 200, New Castle, DE 19270, in same day funds, such ▇▇▇▇▇▇'▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇. ▇▇▇▇▇ the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article VI, the Administrative Agent will make such funds available to the Borrower at the Administrative Agent's aforesaid address. Notwithstanding the foregoing, unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's Percentage of such Borrowing, the Administrative Agent may assume that such Lender has made such Percentage available to the Administrative Agent on the date of such Borrowing in accordance with the first sentence of this subsection (b), and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. (c) If and to the extent that any Lender (a "NON-PERFORMING LENDER") shall not have made available to the Administrative Agent, in accordance with subsection (b) above, such Lender's Percentage of any Borrowing, the non-performing Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand corresponding amounts, together with interest thereon for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to ~~time~~Loans made in connection with such Borrowing and (ii) in the case of such Lender, ~~on any Business Day during Availability Period, in an aggregate amount equal~~ the Federal Funds Effective Rate. If a non-performing Lender shall repay to the ~~product of~~ Administrative Agent such corresponding amount in full (with interest as above provided), (x) the ~~aggregate~~ Administrative Agent shall apply such corresponding amount ~~requested by~~ and interest to the repayment to the Administrative Agent (or repayment of Loans made to fund such repayment to the Administrative Agent), and shall make any remainder available to the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender repaid shall be deemed to constitute such Lender's Loan, made as part of such Borrowing for purposes of this Agreement as if funded concurrently with the other Loans made as part of such Borrowing, and such Lender shall forthwith cease to be deemed a non-performing Lender; if and so long as such non-performing Lender shall not repay such amount, and unless and until an Eligible Assignee shall have ~~rejected~~ assumed and performed the ~~Borrower’s~~ obligations of such non-performing Lender, all computations by the Administrative Agent of Percentages, Commitments and payments hereunder shall be made without regard to the Commitment, or outstanding Loans, of such non-performing Lender, and any amounts paid to the Administrative Agent for the account of such non-performing Lender shall be held by the Administrative Agent in trust for such non-performing Lender in a non-interest-bearing special purpose account. Nothing herein shall in any way limit, waive or otherwise reduce any claims that any party hereto may have against any non-performing Lender. The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing. (d) Any Lender may request ~~for an increase~~ that Loans made by it be evidenced by a Promissory Note. In such event, the Borrower shall prepare, execute and deliver to such Lender a Promissory Note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such Promissory Note and interest thereon shall at all times (including after assignment pursuant to Section 11.07) be represented by one or more Promissory Notes in such ~~▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or~~ form payable to the ~~Tranche B Committed Loan Limit in full. Promptly following the conclusion~~ order of the ~~Increase Approval Period~~payee named therein (or, ~~the Agent shall notify the Borrower of the results of~~ if such ~~request to the Lenders. If the Agent and any Increasing Lender (which must~~Promissory Note is a registered note, ~~in any event, include each Qualified Lender) agrees~~ to such ~~increase (such agreement to be granted or withheld in~~ payee and its ~~sole discretion~~registered assigns), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increase.

Appears in 1 contract

Sources: Credit Agreement (Consumers Energy Co)

Common use of Loans Clause in Contracts