Loans. (a) Subject to the fulfillment of the conditions precedent set forth in Sections 5.01 and 5.02 hereof, and provided that no Default shall have occurred and be continuing hereunder, Lender severally agrees to make on the terms and conditions of this Agreement (i) a term loan in the amount of the Maximum Term Loan Credit evidenced by the Term Note (the "TERM LOAN"), and a commercial revolving loan in an amount up to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit and (ii) the Borrowing Base as in effect from time to time. (b) On or about the date of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the principal amount of the Term Loan in an amount equal to the Maximum Term Loan Credit. Once all or any portion of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term Loan. (c) Subject to the terms and conditions of this Agreement, Borrower may (i) borrow then unadvanced principal amounts under the Revolving Loan, (ii) repay the Revolving Loan, in full or in part, without penalty other than the payment of any applicable Breakage Fee, and (iii) reborrow then unadvanced principal amounts under the Revolving Loan; provided, that, notwithstanding the foregoing, Lender shall not have any obligation to make Revolving Loan Advances to Borrower in excess of the Maximum Revolving Loan Credit and, in the event the obligation of Lender to make Revolving Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall a Revolving Loan Advance be made when any Default or Event of Default has occurred and is continuing.
Appears in 3 contracts
Sources: Master Loan and Security Agreement (American Strategic Income Portfolio Inc), Master Loan and Security Agreement (American Strategic Income Portfolio Inc Ii), Master Loan and Security Agreement (American Select Portfolio Inc)
Loans. (a) Subject to In the fulfillment event of the conditions precedent set forth a Tax Protection Period Transfer described in Sections 5.01 and 5.02 hereof, and provided that no Default shall have occurred and be continuing hereunder, Lender severally agrees to make on the terms and conditions of this Agreement (i) a term loan in the amount of the Maximum Term Loan Credit evidenced by the Term Note (the "TERM LOAN"Section 2.1(a), and a commercial revolving each Protected Partner shall, within 30 days after the closing of such Tax Protection Period Transfer, receive from the Operating Partnership an interest-free cash loan in an amount up to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit and (ii) the Borrowing Base as in effect from time to time.
(b) On or about the date of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the principal amount of the Term Loan in an amount equal to the Maximum Term Loan Creditestimated Make Whole Amount applicable to such Tax Protection Period Transfer. Once all 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 such excess to such Protected Partner within 90 days after the 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 Operating Partnership under this Section 2.2 shall not bear any interest and shall be non-recourse to the 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 (15) years following the date such loan is made; provided, however, 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 portion sale by the Protected Partner of its OP Units for cash or any sale of shares of stock of the principal amount REIT into which such 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 allocated to, or is projected to be allocated to, such Protected Partner or otherwise realized since the date of the Term Loan is repaid at any time by Borrower, said principal amount last Cash Realization Event through the end of the Term Loan may not be re-advanced to then current taxable year as a result of holding the OP units on which the distribution is made or borrowed again by Borrowerwhich are converted to, or exchanged for, REIT stock and the Maximum Term Loan Credit 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 automatically be reduced by obligated to make a mandatory prepayment of any loans to such Protected Partner under this Section 2.2 then outstanding equal to the amount of such repayment or prepayment of principal under the Term Loanexcess.
(c) Subject to the terms and conditions of this Agreement, Borrower may (i) borrow then unadvanced principal amounts under the Revolving Loan, (ii) repay the Revolving Loan, in full or in part, without penalty other than the payment of any applicable Breakage Fee, and (iii) reborrow then unadvanced principal amounts under the Revolving Loan; provided, that, notwithstanding the foregoing, Lender shall not have any obligation to make Revolving Loan Advances to Borrower in excess of the Maximum Revolving Loan Credit and, in the event the obligation of Lender to make Revolving Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall a Revolving Loan Advance be made when any Default or Event of Default has occurred and is continuing.
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 On the terms and subject to the fulfillment of the conditions precedent set forth in Sections 5.01 and 5.02 hereofthis Agreement, and provided that no Default shall have occurred and be continuing hereunder, each Revolving Lender severally hereby agrees to make advances to or on the terms and conditions of this Agreement (i) a term loan in the amount behalf of the Maximum Term Borrower (individually, a “Revolving Loan” and collectively the “Revolving Loans”) from time to time on any date (each such date on which a Loan Credit evidenced by is made, a “Loan Date”) during the Term Note (period from the "TERM LOAN"), and a commercial revolving loan in an amount up Effective Date to the Maximum Revolving Loan Credit evidenced by end of the Revolving Note (the "REVOLVING LOAN")Period. The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". 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 in Dollars(individually, a “Term Loan” and collectively the “Term Loans”) on the related Funding Date during the period from and including the Effective Date to and including until the Maturity Date Term Commitment Termination Date, in each case, in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit such Term Lender’s Term Commitment and (ii) the Borrowing Base as in effect from time to time.
(b) On or about the date of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt ofall Term Lenders, the principal amount of total Term Commitment at such time. The Eligible Currency Loans shall be made solely by the Term Loan in an amount equal to the Maximum Term Loan Credit. Once all or any portion of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, Multicurrency Lenders and the Maximum Term Loan Credit Dollar Loans shall automatically be reduced made solely by the amount of such repayment or prepayment of principal under the Term LoanDollar Lenders, in each case in accordance with Section 2.2(d).
(c) Under no circumstances shall any Lender make a Revolving Loan if, after giving effect to such Loan and any purchase of Eligible Collateral Obligations in connection therewith, (i) an Unmatured Event of Default or an Event of Default would exist, (ii) if immediately after giving effect thereto, a Borrowing Base Deficiency would exist, (iii) the Outstanding Loan Amount (using the Applicable Conversion Rate) would exceed (x) the Facility Amount minus (y) the difference (subject to a minimum of zero) of the Aggregate Exposure Equity Amount minus the equivalent in Dollars of the amount on deposit in the Unfunded Exposure Account or (iv) the Foreign Currency Loan Amount would exceed the Foreign Currency Sublimit on such day. Subject to the terms and conditions of this Agreement, during the Revolving Period, the Borrower may borrow, reborrow, repay and prepay (isubject to the provisions of Section 2.4) borrow then unadvanced principal amounts under the one or more Revolving Loan, (ii) repay the Revolving Loan, in full or in part, without penalty other than the payment of any applicable Breakage Fee, and (iii) reborrow then unadvanced principal amounts under the Revolving Loan; provided, that, notwithstanding the foregoing, Lender shall not have any obligation to make Revolving Loan Advances to Borrower in excess of the Maximum Revolving Loan Credit and, in the event the obligation of Lender to make Revolving Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall a Revolving Loan Advance be made when any Default or Event of Default has occurred and is continuingLoans.
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 Prior to the fulfillment of the conditions precedent set forth in Sections 5.01 and 5.02 hereof, and provided that no Default shall have occurred and be continuing hereunder, Lender severally agrees to make on the terms and conditions of this Agreement (i) a term loan in the amount of the Maximum Term Loan Credit evidenced by the Term Note (the "TERM LOAN"), and a commercial revolving loan in an amount up to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit Restatement Effective Date, the Lenders made Term B-2 Loans and (ii) the Borrowing Escrow Release Date, the Lenders made Term B-3 Loans and Term B-4 Loans to the Parent Borrower. Upon the Escrow Release Date, such existing Term B-2 Loans, Term B-3 Loans and Term B-4 Loans shall be deemed to have been made under this Agreement. On the Amendment No. 1 (B-5) Effective Date, the Lenders made the Term B-5 Loans. Amounts borrowed under this Section 2.1(a) and repaid or prepaid may not be reborrowed. Loans may be Base Rate Loans or Eurodollar Rate Loans as in effect from time to timefurther provided herein.
(b) On or about the date of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the principal amount of the The 2016-1 Term Loan in an amount equal to the Maximum Term Loan Credit. Once all or any portion of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term Loan.B-4 Borrowings
(ci) Subject to the terms and conditions set forth herein and set forth in Amendment ▇▇. ▇ (▇-▇), ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇-▇ Lender severally agrees to exchange its Exchanged Term B-4 Loans for a like principal amount of Exchange 2016-1 Term B-4 Loans on the Amendment No. 4 (B-6) Effective Date. Exchange 2016-1 Term B-4 Loans repaid or prepaid may not be reborrowed. Exchange 2016-1 Term B-4 Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein. All Exchange 2016-1 Term B-4 Loans exchanged on the Amendment No. 4 (B-6) Effective Date by Lenders of Exchanged Term B-4 Loans will initially have the same Type of Loan and Interest Period applicable to such Exchanged Term B-4 Loans (which may be an Interest Period ending on the same date as the Interest Period applicable to such Exchanged Term B-4 Loans being refinanced, notwithstanding the required periods set forth in the definition of Interest Period).
(ii) Subject to the terms and conditions set forth herein and set forth in Amendment ▇▇. ▇ (▇-▇), ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇-▇ ▇▇▇▇ ▇-▇ Lender severally agrees to make an Additional 2016-1 Term B-4 Loan to the Borrowers on the Amendment No. 4 (B-6) Effective Date in the principal amount equal to its Additional 2016-1 Term B-4 Commitment on the Amendment No. 4 (B-6) Effective Date. The Borrowers shall prepay the Non-Exchanged Term B-4 Loans with a like amount of the gross proceeds of the Additional 2016-1 Term B-4 Loans, concurrently with the receipt thereof. Amounts borrowed under this Agreementclause (ii) and repaid or prepaid may not be reborrowed. Additional 2016-1 Term B-4 Loans may be Base Rate Loans or Eurodollar Rate Loans, Borrower as further provided herein. All Additional 2016-1 Term B-4 Loans will have the Type of Loan and Interest Period specified in the Committed Loan Notice delivered in connection therewith (which may be an Interest Period ending on the same date as the Interest Period applicable to such Non-Exchanged Term B-4 Loans being refinanced, notwithstanding the required periods set forth in the definition of Interest Period).
(iii) The Borrowers shall pay to each Term B-4 Lender, substantially concurrently with the effectiveness of Amendment No. 4 (B-6), all accrued and unpaid interest on its Term B-4 Loans, as applicable, to, but not including, the Amendment No. 4 (B-6) Effective Date on such Amendment No. 4 (B-6) Effective Date.
(c) The 2016-1 Term B-5 Borrowings
(i) borrow then unadvanced Subject to the terms and conditions set forth herein and set forth in Amendment ▇▇. ▇ (▇-▇), ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇-▇ Lender severally agrees to exchange its Exchanged Term B-5 Loans for a like principal amounts under amount of Exchange 2016-1 Term B-5 Loans on the Revolving LoanAmendment No. 4 (B-6) Effective Date. Exchange 2016-1 Term B-5 Loans repaid or prepaid may not be reborrowed. Exchange 2016-1 Term B-5 Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein. All Exchange 2016-1 Term B-5 Loans exchanged on the Amendment No. 4 (B-6) Effective Date by Lenders of Exchanged Term B-5 Loans will initially have the same Type of Loan and Interest Period applicable to such Exchanged Term B-5 Loans (which may be an Interest Period ending on the same date as the Interest Period applicable to such Exchanged Term B-5 Loans being refinanced, notwithstanding the required periods set forth in the definition of Interest Period).
(ii) repay Subject to the Revolving Loanterms and conditions set forth herein and set forth in Amendment ▇▇. ▇ (▇-▇), ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇-▇ ▇▇▇▇ ▇-▇ Lender severally agrees to make an Additional 2016-1 Term B-5 Loan to the Borrowers on the Amendment No. 4 (B-6) Effective Date in full the principal amount equal to its Additional 2016-1 Term B-5 Commitment on the Amendment No. 4 (B-6) Effective Date. The Borrowers shall prepay the Non-Exchanged Term B-5 Loans with a like amount of the gross proceeds of the Additional 2016-1 Term B-5 Loans, concurrently with the receipt thereof. Amounts borrowed under this clause (ii) and repaid or prepaid may not be reborrowed. Additional 2016-1 Term B-5 Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein. All Additional 2016-1 Term B-5 Loans will have the Type of Loan and Interest Period specified in partthe Committed Loan Notice delivered in connection therewith (which may be an Interest Period ending on the same date as the Interest Period applicable to such Non-Exchanged Term B-5 Loans being refinanced, without penalty other than notwithstanding the payment required periods set forth in the definition of any applicable Breakage Fee, and Interest Period).
(iii) reborrow then unadvanced The Borrowers shall pay to each Term B-5 Lender, substantially concurrently with the effectiveness of Amendment No. 4 (B-6), all accrued and unpaid interest on its Term B-5 Loans, as applicable, to, but not including, the Amendment No. 4 (B-6) Effective Date on such Amendment No. 4 Effective Date.
(d) The Term B-6 Borrowings
(i) Subject to the terms and conditions set forth herein and set forth in Amendment ▇▇. ▇ (▇-▇), ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇-▇ Lender and Exchange Term B-3 Lender severally agrees to exchange its Exchanged Term B-2 Loans or Exchanged Term B-3 Loans, as applicable, for a like principal amounts under amount of Exchange Term B-6 Loans on the Revolving Loan; providedAmendment No. 4 (B-6) Effective Date. Exchange Term B-6 Loans repaid or prepaid may not be reborrowed. Exchange Term B-6 Loans may be Base Rate Loans or Eurodollar Rate Loans, thatas further provided herein. All Exchange Term B-6 Loans exchanged on the Amendment No. 4 (B-6) Effective Date by Lenders of Exchanged Term B-2 Loans or Exchanged Term B-3 Loans, as applicable, will initially be a Type and have an Interest Period as determined by the Parent Borrower in consultation with the Administrative Agent (which may be an Interest Period ending on the same date as the Interest Period applicable to the Exchanged Term B-2 Loans or Exchanged Term B-3 Loans being refinanced, notwithstanding the foregoingrequired periods set forth in the definition of Interest Period).
(ii) Subject to the terms and conditions set forth herein and set forth in Amendment ▇▇. ▇ (▇-▇), ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇-▇ Lender shall not have any obligation severally agrees to make Revolving an Additional Term B-6 Loan Advances to Borrower the Borrowers on the Amendment No. 4 (B-6) Effective Date in excess the principal amount equal to its Additional Term B-6 Commitment on the Amendment No. 4 (B-6) Effective Date. The Borrowers shall prepay the Non-Exchanged Term B-2 Loans and Non-Exchanged Term B-3 Loans with a like amount of the Maximum Revolving gross proceeds of the Additional Term B-6 Loans, concurrently with the receipt thereof. Amounts borrowed under this clause (ii) and repaid or prepaid may not be reborrowed. Additional Term B-6 Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein. All Additional Term B-6 Loans will have the Type of Loan Credit and, and Interest Period specified in the event Committed Loan Notice delivered in connection therewith (which may be an Interest Period ending on the obligation same date as the Interest Period applicable to the Non-Exchanged Term B-2 Loans or Non-Exchanged Term B-3 Loans being refinanced, notwithstanding the required periods set forth in the definition of Interest Period).
(iii) The Borrowers shall pay to each Term B-2 Lender and Term B-3 Lender, substantially concurrently with the effectives of Amendment No. 4 (B-6), all accrued and unpaid interest on its Term B-2 Loans or Term B-3 Loans, as applicable, to, but not including, the Amendment No. 4 (B-6) Effective Date on such Amendment No. 4 Effective Date.
(e) The 2016-2 Term B-4 Borrowings
(i) Subject to the terms and conditions set forth herein and set forth in Amendment No. 5 (2016-2), each Exchange 2016-1 Term B-4 Lender severally agrees to exchange its Exchanged 2016-1 Term B-4 Loans for a like principal amount of Exchange 2016-2 Term B-4 Loans on the Amendment No. 5 (2016-2) Effective Date. Exchange 2016-2 Term B-4 Loans repaid or prepaid may not be reborrowed. Exchange 2016-2 Term B-4 Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein. All Exchange 2016-2 Term B-4 Loans exchanged on the Amendment No. 5 (2016-2) Effective Date by Lenders of Exchanged 2016-1 Term B-4 Loans will initially have the same Type of Loan and Interest Period applicable to such Exchanged 2016-1 Term B-4 Loans (which may be an Interest Period ending on the same date as the Interest Period applicable to such Exchanged 2016-1 Term B-4 Loans being refinanced, notwithstanding the required periods set forth in the definition of Interest Period).
(ii) Subject to the terms and conditions set forth herein and set forth in Amendment No. 5 (2016-2), each Additional 2016-2 Term B-4 Lender severally agrees to make Revolving an Additional 2016-2 Term B-4 Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation the Borrowers on the Amendment No. 5 (2016-2) Effective Date in the principal amount equal to make additional Revolving Loan Advances hereunderits Additional 2016-2 Term B-4 Commitment on the Amendment No. In no event shall a Revolving Loan Advance be made when any Default or Event of Default has occurred and is continuing.5 (2016-2)
Appears in 2 contracts
Sources: Term Loan Agreement (Albertsons Companies, Inc.), Term Loan Agreement (Albertsons Companies, Inc.)
Loans. (a) Subject to the fulfillment terms and conditions set forth herein, each Initial Lender severally agrees to make a single term loan (an “Initial Loan”) to the Borrower on the Closing Date in the amount of such Initial Lender’s Commitment. The Commitments are not revolving in nature and shall terminate at the close of business on the Closing Date.
(b) Each Lender severally agrees, if the Initial Loans have not been repaid prior to the Initial Maturity Date, that the then outstanding principal amount of each of its Initial Loans shall be automatically converted into a loan (individually, an “Extended Loan” and collectively, the “Extended Loans”) to the Borrower on the Initial Maturity Date in an aggregate principal amount equal to the then outstanding principal amount of such Initial Loan or Loans upon satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02 hereof, and provided that following conditions: (i) no Default shall have occurred and be continuing hereunder, Lender severally agrees to make on the terms and conditions of this Agreement (i) a term loan in the amount of the Maximum Term Loan Credit evidenced by the Term Note (the "TERM LOAN"), and a commercial revolving loan in an amount up to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit and continuing; (ii) the Borrowing Base as Borrower shall have paid, or caused to be paid, in effect full all fees then due pursuant to Section 2.06; (iii) any Note requested pursuant to Section 2.08 to evidence Extended Loans shall have been duly issued; and (iv) no order, decree or injunction from time any Governmental Authority enjoining the conversion of any Initial Loan into an Extended Loan shall be in effect. Upon the conversion of the Initial Loans into Extended Loans, each Lender shall cancel on its records a principal amount of the Initial Loans held by such Lender corresponding to time.
(b) On or about the date of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the principal amount of the Term Loan in an amount equal Extended Loans issued to the Maximum Term Loan Credit. Once all or any portion of the such Lender, which corresponding principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not Initial Loans shall be re-advanced to or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced satisfied by the amount conversion of such repayment or prepayment of principal under the Term LoanInitial Loans into Extended Loans in accordance with this Section 2.01(b).
(c) Subject to the terms and conditions of this Agreement, Borrower may (i) borrow then unadvanced principal amounts under the Revolving Loan, (ii) repay the Revolving Loan, in full or in part, without penalty other than the payment of any applicable Breakage Fee, and (iii) reborrow then unadvanced principal amounts under the Revolving Loan; provided, that, notwithstanding the foregoing, Lender shall not have any obligation to make Revolving Loan Advances to Borrower in excess of the Maximum Revolving Loan Credit and, in the event the obligation of Lender to make Revolving Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall a Revolving Loan Advance be made when any Default or Event of Default has occurred and is continuing.
Appears in 2 contracts
Sources: Bridge Loan Agreement (Sandridge Energy Inc), Bridge Loan Agreement (Sandridge Energy Inc)
Loans. (a) Subject to the fulfillment of the conditions precedent set forth in Sections 5.01 and 5.02 hereof, and provided that no Default shall have occurred and be continuing hereunder, Lender severally agrees to make on the terms and conditions of this Agreement (i) a term loan in the amount of the Maximum Term Loan Credit evidenced by the Term Note (the "TERM LOAN"), and a commercial revolving loan in an amount up to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit and (ii) the Borrowing Base as in effect from time to time.
(b) On or about the date of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the principal amount of the Term Loan in an amount equal to the Maximum Term Loan Credit. Once all or any portion of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term Loan.
(c) Subject to the terms and conditions of this Agreementset forth herein, Borrower may each Lender severally agrees to make (i) borrow then unadvanced principal amounts under loans to the Revolving US Borrowers from time to time in US Dollars (each such loan, a “US Borrower Loan, ”) and (ii) repay loans to the Revolving European Borrower from time to time in Euros or US Dollars (each such loan, a “European Borrower Loan”), in full or each case on any Business Day during the Availability Period, in partan aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, without penalty other than however, that after giving effect to any Borrowing, (i) the payment Total Outstandings shall not exceed the lesser of any applicable Breakage Fee(A) the Aggregate Commitments and (B) the Total Borrowing Base, and (iiiii) reborrow then unadvanced principal amounts under the Revolving Loan; providedaggregate Outstanding Amount of the Loans of any Lender, thatplus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, notwithstanding the foregoing, Lender shall not have any obligation to make Revolving Loan Advances to Borrower in excess of the Maximum Revolving Loan Credit and, in the event the obligation of Lender to make Revolving Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunderexceed such Lender’s Commitment. In no event shall Lenders have any obligation to honor a Revolving request for (1) a US Borrower Loan Advance if the unpaid balance of US Borrower Loans and L/C Obligations with respect to US Letters of Credit outstanding at such time (including the requested US Borrower Loan) would exceed the lesser of (x) the Total US Sublimit and (y) the US Borrowing Base or (2) a European Borrower Loan if the unpaid balance of European Borrower Loans and L/C Obligations with respect to European Letters of Credit outstanding at such time (including the requested European Borrower Loan) would exceed the lesser of (x) the Total European Sublimit and (y) the European Borrowing Base. Within the limits of each Lender’s Commitment, and subject to the 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 may be made when any Default (a) in the case of US Borrower Loans, at the option of the US Borrowers, as US Base Rate Loans or Event Eurocurrency Rate Loans, in each case in US Dollars and (b) in the case of Default has occurred European Borrower Loans, at the option of the European Borrower, as Eurocurrency Rate Loans in US Dollars or Euros, in each case as further provided herein. In addition to the foregoing, certain Loans may be made to the Borrowers to the extent they are deemed to be made in accordance with Sections 2.02(c), 2.02(g), 2.03(c)(i)(B), 2.03(c)(ii), 3.02, 3.03 and is continuing3.07.
Appears in 2 contracts
Sources: Credit Agreement (Imation Corp), Credit Agreement (Imation Corp)
Loans. (a) Subject Prior to the fulfillment of the conditions precedent set forth in Sections 5.01 and 5.02 hereof, and provided that no Default shall have occurred and be continuing hereunder, Lender severally agrees to make on the terms and conditions of this Agreement (i) a term loan in the amount of the Maximum Term Loan Credit evidenced by the Term Note (the "TERM LOAN"), and a commercial revolving loan in an amount up to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit Restatement Effective Date, the Lenders made Term B-2 Loans and (ii) on the Borrowing Escrow Release Date, the Lenders made Term B-3 Loans and Term B-4 Loans to the Parent Borrower. Upon the Escrow Release Date, such existing Term B-2 Loans, Term B-3 Loans and Term B-4 Loans shall be deemed to have been made under this Agreement. On the Amendment No. 1 (B-5) Effective Date, the Lenders made the Term B-5 Loans. Amounts borrowed under this Section 2.1(a) and repaid or prepaid may not be reborrowed. Loans may be Base Rate Loans or Eurodollar Rate Loans as in effect from time to timefurther provided herein.
(b) On or about the date of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the principal amount of the The 2016-1 Term Loan in an amount equal to the Maximum Term Loan Credit. Once all or any portion of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term Loan.B-4 Borrowings
(ci) Subject to the terms and conditions set forth herein and set forth in Amendment ▇▇. ▇ (▇-▇), ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇-▇▇▇▇▇ ▇-▇ Lender severally agrees to exchange its Exchanged Term B-4 Loans for a like principal amount of Exchange 2016-1 Term B-4 Loans on the Amendment No. 4 (B-6) Effective Date. Exchange 2016-1 Term B-4 Loans repaid or prepaid may not be reborrowed. Exchange 2016-1 Term B-4 Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein. All Exchange 2016-1 Term B-4 Loans exchanged on the Amendment No. 4 (B-6) Effective Date by Lenders of Exchanged Term B-4 Loans will initially have the same Type of Loan and Interest Period applicable to such Exchanged Term B-4 Loans (which may be an Interest Period ending on the same date as the Interest Period applicable to such Exchanged Term B-4 Loans being refinanced, notwithstanding the required periods set forth in the definition of Interest Period).
(ii) Subject to the terms and conditions set forth herein and set forth in Amendment ▇▇. ▇ (▇-▇), ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇-▇ ▇▇▇▇ ▇-▇ Lender severally agrees to make an Additional 2016-1Term B-4 Loan to the Borrowers on the Amendment No. 4 (B-6) Effective Date in the principal amount equal to its Additional 2016-1 Term B-4 Commitment on the Amendment No. 4 (B-6) Effective Date. The Borrowers shall prepay the Non-Exchanged Term B-4 Loans with a like amount of the gross proceeds of the Additional 2016-1 Term B-4 Loans, concurrently with the receipt thereof. Amounts borrowed under this AgreementSection 2.01(b)(ii) and repaid or prepaid may not be reborrowed. Additional 2016-1 Term B-4 Loans may be Base Rate Loans or Eurodollar Rate Loans, Borrower as further provided herein. All Additional 2016-1 Term B-4 Loans will have the Type of Loan and Interest Period specified in the Committed Loan Notice delivered in connection therewith (which may be an Interest Period ending on the same date as the Interest Period applicable to such Non-Exchanged Term B-5 Loans being refinanced, notwithstanding the required periods set forth in the definition of Interest Period).
(iii) The Borrowers shall pay to each Term B-4 Lender, substantially concurrently with the effectiveness of Amendment No. 4 (B-6), all accrued and unpaid interest on its Term B-4 Loans, as applicable, to, but not including, the Amendment No. 4 (B-6) Effective Date on such Amendment No. 4 (B-6) Effective Date.
(c) The 2016-1 Term B-5 Borrowings
(i) borrow then unadvanced Subject to the terms and conditions set forth herein and set forth in Amendment ▇▇. ▇ (▇-▇), ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇-▇ ▇▇▇▇ B-5 Lender severally agrees to exchange its Exchanged Term B-5 Loans for a like principal amounts under amount of Exchange 2016-1 Term B-5 Loans on the Revolving LoanAmendment No. 4 (B-6) Effective Date. Exchange 2016-1 Term B-5 Loans repaid or prepaid may not be reborrowed. Exchange 2016-1 Term B-5 Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein. All Exchange 2016-1 Term B-5 Loans exchanged on the Amendment No. 4 (B-6) Effective Date by Lenders of Exchanged Term B-5 Loans will initially have the same Type of Loan and Interest Period applicable to such Exchanged Term B-5 Loans (which may be an Interest Period ending on the same date as the Interest Period applicable to such Exchanged Term B-5 Loans being refinanced, notwithstanding the required periods set forth in the definition of Interest Period).
(ii) repay Subject to the Revolving Loanterms and conditions set forth herein and set forth in Amendment No. 4 (B-6), each Additional 2016-1Term B-5 Lender severally agrees to make an Additional 2016-1Term B-5 Loan to the Borrowers on the Amendment No. 4 (B-6) Effective Date in full the principal amount equal to its Additional 2016-1Term B-5 Commitment on the Amendment No. 4 (B-6) Effective Date. The Borrowers shall prepay the Non-Exchanged Term B-5 Loans with a like amount of the gross proceeds of the Additional 2016-1 Term B-5 Loans, concurrently with the receipt thereof. Amounts borrowed under this Section 2.01(c)(ii) and repaid or prepaid may not be reborrowed. Additional Term B-5 Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein. All Additional 2016-1 Term B-5 Loans will have the Type of Loan and Interest Period specified in partthe Committed Loan Notice delivered in connection therewith (which may be an Interest Period ending on the same date as the Interest Period applicable to such Non-Exchanged Term B-5 Loans being refinanced, without penalty other than notwithstanding the payment required periods set forth in the definition of any applicable Breakage Fee, and Interest Period).
(iii) reborrow then unadvanced The Borrowers shall pay to each Term B-5 Lender, substantially concurrently with the effectiveness of Amendment No. 4 (B-6), all accrued and unpaid interest on its Term B-5 Loans, as applicable, to, but not including, the Amendment No. 4 (B-6) Effective Date on such Amendment No. 4 Effective Date.
(d) The Term B-6 Borrowings
(i) Subject to the terms and conditions set forth herein and set forth in Amendment ▇▇. ▇ (▇-▇), ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇-▇ Lender and Exchange Term B-3 Lender severally agrees to exchange its Exchanged Term B-2 Loans or Exchanged Term B-3 Loans, as applicable, for a like principal amounts under amount of Exchange Term B-6 Loans on the Revolving Loan; providedAmendment No. 4 (B-6) Effective Date. Exchange Term B-6 Loans repaid or prepaid may not be reborrowed. Exchange Term B-6 Loans may be Base Rate Loans or Eurodollar Rate Loans, thatas further provided herein. All Exchange Term B-6 Loans exchanged on the Amendment No. 4 (B-6) Effective Date by Lenders of Exchanged Term B-2 Loans or Exchanged Term B-3 Loans, as applicable, will initially be a Type and have an Interest Period as determined by the Parent Borrower in consultation with the Administrative Agent (which may be an Interest Period ending on the same date as the Interest Period applicable to the Exchanged Term B-2 Loans or Exchanged Term B-3 Loans being refinanced, notwithstanding the foregoingrequired periods set forth in the definition of Interest Period).
(ii) Subject to the terms and conditions set forth herein and set forth in Amendment ▇▇. ▇ (▇-▇), ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇-▇ Lender shall not have any obligation severally agrees to make Revolving an Additional Term B-6 Loan Advances to Borrower the Borrowers on the Amendment No. 4 (B-6) Effective Date in excess the principal amount equal to its Additional Term B-6 Commitment on the Amendment No. 4 (B-6) Effective Date. The Borrowers shall prepay the Non-Exchanged Term B-2 Loans and Non-Exchanged Term B-3 Loans with a like amount of the Maximum Revolving gross proceeds of the Additional Term B-6 Loans, concurrently with the receipt thereof. Amounts borrowed under this Section 2.01(d)(ii) and repaid or prepaid may not be reborrowed. Additional Term B-6 Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein. All Additional Term B-6 Loans will have the Type of Loan Credit and, and Interest Period specified in the event Committed Loan Notice delivered in connection therewith (which may be an Interest Period ending on the obligation same date as the Interest Period applicable to the Non-Exchanged Term B-2 Loans or Non-Exchanged Term B-3 Loans being refinanced, notwithstanding the required periods set forth in the definition of Interest Period).
(iii) The Borrowers shall pay to each Term B-2 Lender to make Revolving Loan Advances to Borrower is terminated and Term B-3 Lender, substantially concurrently with the effectives of Amendment No. 4 (B-6), all accrued and unpaid interest on its Term B-2 Loans or Term B-3 Loans, as permitted hereunderapplicable, Lender shall to, but not have any further obligation to make additional Revolving Loan Advances hereunderincluding, the Amendment No. In no event shall a Revolving Loan Advance be made when any Default or Event of Default has occurred and is continuing.4 (B-6) Effective Date on such Amendment No. 4
Appears in 2 contracts
Sources: Term Loan Agreement (Safeway Stores 42, Inc.), Term Loan Agreement (Albertsons Companies, Inc.)
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 fulfillment 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 conditions precedent set forth in Sections 5.01 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 5.02 hereofthe 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 provided that no Default shall have occurred the applicable Alternative Currency Equivalent Amount of the Loan or Loans required to be made by each Lender on such date, and be continuing hereunderthe 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 severally agrees shall, pursuant to make on the terms and subject to the conditions of this Agreement (i) a term loan 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 Maximum Term Loan Credit evidenced 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 Term Note (the "TERM LOAN")Agent shall, and a commercial revolving loan in an amount up to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit and (ii) the Borrowing Base as in effect from time to time.
(b) On or about the date of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the principal amount of the Term Loan in an amount equal to the Maximum Term Loan Credit. Once all or any portion of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term Loan.
(c) Subject subject to the terms and conditions of this Agreement, be made available to the applicable Borrower may by delivery no later than 4:00 P.M. (iLondon time) borrow then unadvanced principal amounts under the Revolving Loan, (ii) repay the Revolving Loan, in full or in part, without penalty other than the payment of any applicable Breakage Fee, and (iii) reborrow then unadvanced principal amounts under the Revolving Loan; provided, that, notwithstanding the foregoing, Lender shall not have any obligation to make Revolving Loan Advances to Borrower in excess of the Maximum Revolving Loan Credit and, proceeds thereof to the applicable Borrower’s Account or otherwise as shall be directed in the event applicable Borrowing Notice by the obligation Authorized Representative of Lender such Borrower and reasonably acceptable to make Revolving Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall a Revolving Loan Advance be made when any Default or Event of Default has occurred and is continuingthe Agent.
Appears in 2 contracts
Sources: Credit Agreement (V F Corp), Credit Agreement (V F Corp)
Loans. (a) Subject On the terms and subject to the fulfillment conditions hereof, from time to time during the period commencing on the Closing Date and ending at the close of business on the Business Day immediately preceding the last Business Day of the conditions Initial Term, each Lender shall make Property Loans to the Borrowers in an amount, for each Lender, equal to its Lender Percentage of the amount requested by the Borrowers pursuant to Section 2.02(a)(i); provided that no Lender shall make any such Property Loan or portion thereof if any condition precedent set forth in Sections 5.01 and 5.02 hereof, and provided that no Default Section 3.02 shall not have occurred and be continuing hereunder, Lender severally agrees been satisfied (or waived) or if after giving effect to make on the terms and conditions of this Agreement (i) a term loan in the amount of the Maximum Term Loan Credit evidenced by the Term Note (the "TERM LOAN"), and a commercial revolving loan in an amount up to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of such Property Loan:
(i) the Maximum Credit and aggregate outstanding principal amount of the Loans funded by such Lender hereunder will exceed its Commitment;
(ii) the Aggregate Loan Principal Balance will exceed the Aggregate Commitment;
(iii) the Loan to Value Ratio with respect to all Financed Properties and all Pending Advance Properties in the aggregate will exceed 70.0%;
(iv) the Loan to Cost Ratio with respect to all Financed Properties and all Pending Advance Properties in the aggregate will exceed 75.0%;
(v) the aggregate Debt Yield with respect to all Financed Properties in the aggregate and all Pending Advance Properties in the aggregate determined as of the proposed Borrowing Base Date will be less than 6.5%;
(vi) the aggregate Debt Service Coverage Ratio with respect to all Financed Properties and all Pending Advance Properties in the aggregate will be less than 1.30:1.00;
(vii) the Loan to Value Ratio with respect to all Pending Advance Properties in the aggregate will exceed 70.0%;
(viii) the Loan to Cost Ratio with respect to all Pending Advance Properties in the aggregate will exceed 75.0%;
(ix) the aggregate Debt Yield with respect to all Pending Advance Properties and the requested Property Loans determined as of the proposed Borrowing Date will be less than 6.5%; or
(x) the aggregate Debt Service Coverage Ratio with respect to all Pending Advance Properties and the requested Property Loans determined as of the proposed Borrowing Date will be less than 1.30:1.00.
(xi) Each Borrowing of Property Loans shall be in effect from time a minimum principal amount equal to time$5,000,000.
(b) On the terms and subject to the conditions hereof, from time to time during the period commencing on the Closing Date and ending at the close of business on the Business Day immediately preceding the last Business Day of the Initial Term, each Lender shall make Renovation Loans to the Borrowers in an amount, for each Lender, equal to its Lender Percentage of the amount requested by the Borrowers pursuant to Section 2.02(a)(ii); provided that no Lender shall make any such Renovation Loan or about portion thereof if any condition precedent set forth in Section 3.03 shall not have been satisfied (or waived) or if after giving effect to such Renovation Loan:
(i) the date of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the aggregate outstanding principal amount of the Term Loans funded by such Lender hereunder will exceed its Commitment;
(ii) the Aggregate Loan Principal Balance will exceed the Aggregate Commitment;
(iii) the Loan to Value Ratio with respect to all Financed Properties and all Pending Renovation Advance Properties in an the aggregate will exceed 70.0%;
(iv) the Loan to Cost Ratio with respect to all Financed Properties and all Pending Renovation Advance Properties in the aggregate will exceed 75.0%;
(v) the aggregate Debt Yield with respect to all Financed Properties in the aggregate and all Pending Renovation Advance Properties in the aggregate determined as of the proposed Borrowing Date will be less than 6.5%;
(vi) the aggregate Debt Service Coverage Ratio with respect to all Financed Properties and all Pending Renovation Advance Properties in the aggregate will be less than 1.30:1.00;
(vii) the Loan to Value Ratio with respect to all Pending Renovation Advance Properties in the aggregate will exceed 70.0%
(viii) the Loan to Cost Ratio with respect to all Pending Renovation Advance Properties in the aggregate will exceed 75.0%;
(ix) the aggregate Debt Yield with respect to all Pending Renovation Advance Properties and the requested Renovation Loans determined as of the proposed Borrowing Date will be less than 6.5%; or
(x) the aggregate Debt Service Coverage Ratio with respect to all Pending Renovation Advance Properties and the requested Renovation Loans determined as of the proposed Borrowing Date will be less than 1.30:1.00. Each Borrowing of Renovation Loans shall be in a minimum principal amount equal to the Maximum Term Loan Credit. Once all or any portion of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term Loan$5,000,000.
(c) Subject to the foregoing and to the limitations set forth in Section 2.06, the Borrowers may borrow, prepay and reborrow the Loans hereunder.
(d) Each Borrowing shall consist of Loans made on the same day by each of the Lenders ratably according to their respective Lender Percentages. Each Lender represents and warrants that either (i) no portion of any Loan attributable to such Lender is or shall be funded with the “plan assets” of (A) any “benefit plan investor” within the meaning of 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA or (B) any employee benefit plan or plan that is subject to any law, rule or regulation substantially similar to Section 406 of ERISA or Section 4975 of the Code (“Other Plan Law”); or (ii) the Loans and the transactions contemplated by the Loan Documents will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any applicable Other Plan Law.
(e) The Calculation Agent shall maintain a record or records evidencing the indebtedness of the Borrowers to the Lenders resulting from each Loan made by the Lenders from time to time, including the outstanding principal balance of such Loans and the amount of Interest payable and paid to such Lender from time to time hereunder, which shall be based solely on the information provided to the Calculation Agent. The entries made in such records of the Calculation Agent shall be prima facie evidence of the existence and amounts of the obligations recorded therein absent manifest error; provided, however, that the failure of the Calculation Agent to maintain such records or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms and conditions of this Agreement, Borrower may (i) borrow then unadvanced principal amounts under the Revolving Loan, (ii) repay the Revolving Loan, in full or in part, without penalty other than the payment of any applicable Breakage Fee, and (iii) reborrow then unadvanced principal amounts under the Revolving Loan; provided, thatfurther, notwithstanding the foregoing, Lender shall not have any obligation to make Revolving Loan Advances to Borrower in excess of the Maximum Revolving Loan Credit and, that in the event of any inconsistency between such records and the obligation Register, the Register shall control.
(f) On the last Business Day of the Initial Term, the Commitments of the Lenders will terminate automatically without any action required on the part of any Person. The Aggregate Loan Principal Balance, together with all other Obligations, shall mature and be due and payable in full in cash on the Maturity Date.
(g) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers shall prepare, execute and deliver to make Revolving Loan Advances such Lender one or more promissory notes in any denominations specified by such Lender (in an aggregate principal amount not to Borrower is terminated as exceed the Commitment owing such Lender) payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered and permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunderassigns) substantially in the form of Exhibit G (a “Note”). In no event shall either the Paying Agent or the Calculation Agent have any obligation to maintain a Revolving Loan Advance be made when register of holders of any Default such promissory notes, or Event of Default has occurred and is continuingto register or otherwise monitor transfers thereof.
Appears in 2 contracts
Sources: Loan Agreement (Bluerock Homes Trust, Inc.), Loan Agreement (Bluerock Residential Growth REIT, Inc.)
Loans. (a) Subject Prior to the fulfillment of the conditions precedent set forth in Sections 5.01 and 5.02 hereof, and provided that no Default shall have occurred and be continuing hereunder, Lender severally agrees to make on the terms and conditions of this Agreement (i) a term loan in the amount of the Maximum Term Loan Credit evidenced by the Term Note (the "TERM LOAN"), and a commercial revolving loan in an amount up to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit Restatement Effective Date, the Lenders made Term B-2 Loans and (ii) the Borrowing Escrow Release Date, the Lenders made Term B-3 Loans and Term B-4 Loans to the Parent Borrower. Upon the Escrow Release Date, such existing Term B-2 Loans, Term B-3 Loans and Term B-4 Loans shall be deemed to have been made under this Agreement. On the Amendment No. 1 (B-5) Effective Date, the Lenders made the Term B-5 Loans. Amounts borrowed under this Section 2.1(a) and repaid or prepaid may not be reborrowed. Loans may be Base Rate Loans or Eurodollar Rate Loans as in effect from time to timefurther provided herein.
(b) On or about the date of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the principal amount of the The 2016-1 Term Loan in an amount equal to the Maximum Term Loan Credit. Once all or any portion of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term Loan.B-4 Borrowings
(ci) Subject to the terms and conditions set forth herein and set forth in Amendment ▇▇. ▇ (▇-▇), ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇-▇▇▇▇▇ ▇-▇ Lender severally agrees to exchange its Exchanged Term B-4 Loans for a like principal amount of Exchange 2016-1 Term B-4 Loans on the Amendment No. 4 (B-6) Effective Date. Exchange 2016-1 Term B-4 Loans repaid or prepaid may not be reborrowed. Exchange 2016-1 Term B-4 Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein. All Exchange 2016-1 Term B-4 Loans exchanged on the Amendment No. 4 (B-6) Effective Date by Lenders of Exchanged Term B-4 Loans will initially have the same Type of Loan and Interest Period applicable to such Exchanged Term B-4 Loans (which may be an Interest Period ending on the same date as the Interest Period applicable to such Exchanged Term B-4 Loans being refinanced, notwithstanding the required periods set forth in the definition of Interest Period).
(ii) Subject to the terms and conditions set forth herein and set forth in Amendment ▇▇. ▇ (▇-▇), ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇-▇ ▇▇▇▇ ▇-▇ Lender severally agrees to make an Additional 2016-1Term B-4 Loan to the Borrowers on the Amendment No. 4 (B-6) Effective Date in the principal amount equal to its Additional 2016-1 Term B-4 Commitment on the Amendment No. 4 (B-6) Effective Date. The Borrowers shall prepay the Non-Exchanged Term B-4 Loans with a like amount of the gross proceeds of the Additional 2016-1 Term B-4 Loans, concurrently with the receipt thereof. Amounts borrowed under this AgreementSection 2.01(b)(ii) and repaid or prepaid may not be reborrowed. Additional 2016-1 Term B-4 Loans may be Base Rate Loans or Eurodollar Rate Loans, Borrower as further provided herein. All Additional 2016-1 Term B-4 Loans will have the Type of Loan and Interest Period specified in the Committed Loan Notice delivered in connection therewith (which may be an Interest Period ending on the same date as the Interest Period applicable to such Non-Exchanged Term B-5 Loans being refinanced, notwithstanding the required periods set forth in the definition of Interest Period).
(iii) The Borrowers shall pay to each Term B-4 Lender, substantially concurrently with the effectiveness of Amendment No. 4 (B-6), all accrued and unpaid interest on its Term B-4 Loans, as applicable, to, but not including, the Amendment No. 4 (B-6) Effective Date on such Amendment No. 4 (B-6) Effective Date.
(c) The 2016-1 Term B-5 Borrowings
(i) borrow then unadvanced Subject to the terms and conditions set forth herein and set forth in Amendment ▇▇. ▇ (▇-▇), ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇-▇ ▇▇▇▇ B-5 Lender severally agrees to exchange its Exchanged Term B-5 Loans for a like principal amounts under amount of Exchange 2016-1 Term B-5 Loans on the Revolving LoanAmendment No. 4 (B-6) Effective Date. Exchange 2016-1 Term B-5 Loans repaid or prepaid may not be reborrowed. Exchange 2016-1 Term B-5 Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein. All Exchange 2016-1 Term B-5 Loans exchanged on the Amendment No. 4 (B-6) Effective Date by Lenders of Exchanged Term B-5 Loans will initially have the same Type of Loan and Interest Period applicable to such Exchanged Term B-5 Loans (which may be an Interest Period ending on the same date as the Interest Period applicable to such Exchanged Term B-5 Loans being refinanced, notwithstanding the required periods set forth in the definition of Interest Period).
(ii) repay Subject to the Revolving Loanterms and conditions set forth herein and set forth in Amendment No. 4 (B-6), each Additional 2016-1Term B-5 Lender severally agrees to make an Additional 2016-1Term B-5 Loan to the Borrowers on the Amendment No. 4 (B-6) Effective Date in full the principal amount equal to its Additional 2016-1Term B-5 Commitment on the Amendment No. 4 (B-6) Effective Date. The Borrowers shall prepay the Non-Exchanged Term B-5 Loans with a like amount of the gross proceeds of the Additional 2016-1 Term B-5 Loans, concurrently with the receipt thereof. Amounts borrowed under this Section 2.01(c)(ii) and repaid or prepaid may not be reborrowed. Additional Term B-5 Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein. All Additional 2016-1 Term B-5 Loans will have the Type of Loan and Interest Period specified in partthe Committed Loan Notice delivered in connection therewith (which may be an Interest Period ending on the same date as the Interest Period applicable to such Non-Exchanged Term B-5 Loans being refinanced, without penalty other than notwithstanding the payment required periods set forth in the definition of any applicable Breakage Fee, and Interest Period).
(iii) reborrow then unadvanced principal amounts under The Borrowers shall pay to each Term B-5 Lender, substantially concurrently with the Revolving Loan; providedeffectiveness of Amendment No. 4 (B-6), thatall accrued and unpaid interest on its Term B-5 Loans, notwithstanding as applicable, to, but not including, the foregoing, Lender shall not have any obligation to make Revolving Loan Advances to Borrower in excess of the Maximum Revolving Loan Credit and, in the event the obligation of Lender to make Revolving Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunderAmendment No. In no event shall a Revolving Loan Advance be made when any Default or Event of Default has occurred and is continuing4 (B-6) Effective Date on such Amendment No. 4 Effective Date.
Appears in 2 contracts
Sources: Term Loan Agreement (Safeway Stores 42, Inc.), Term Loan Agreement (Albertsons Companies, Inc.)
Loans. (a) Subject to and upon the fulfillment terms and conditions herein set forth, each Lender having an Initial Term Loan Commitment severally agrees to make a loan or loans (each, an “Initial Term Loan”) to the Borrower, which Initial Term Loans (i) shall not exceed, for any such Lender, the Initial Term Loan Commitment of such Lender, (ii) shall not exceed, in the aggregate, the Total Initial Term Loan Commitment, (iii) shall be made on the Closing Date and shall be denominated in Dollars, (iv) may, at the option of the conditions precedent set forth Borrower, be Incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; provided that all such Initial Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise provided herein, consist entirely of Initial Term Loans of the same Type and (v) may be repaid or prepaid in Sections 5.01 and 5.02 accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed. On the Initial Term Loan Maturity Date, all outstanding Initial Term Loans shall be repaid in full.
(i) Subject to and provided that no Default shall have occurred upon the terms and be continuing hereunderconditions herein set forth, each Revolving Credit Lender severally agrees to make a loan or loans (each, a “Revolving Credit Loan”) to the Borrower in U.S. Dollars, which Revolving Credit Loans (A) shall not exceed, for any such Lender, the Revolving Credit Commitment of such Lender, (B) shall not, after giving pro forma effect thereto and to the application of the proceeds thereof, result in such Lender’s Revolving Credit Exposure at such time exceeding such Lender’s Revolving Credit Commitment at such time, (C) shall not, after giving pro forma effect thereto and to the application of the proceeds thereof, at any time result in the aggregate amount of all Lenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect, (D) shall be made at any time and from time to time on and after the Closing Date and prior to the Revolving Credit Maturity Date (provided that notwithstanding the foregoing, the aggregate amount of all Revolving Credit Loans made on the terms and conditions of this Agreement Closing Date shall not exceed the Initial Revolving Borrowing Amount), (iE) a term loan in may at the amount option of the Maximum Term Loan Borrower be Incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; provided that all Revolving Credit evidenced Loans made by each of the Term Note (the "TERM LOAN"), and a commercial revolving loan in an amount up Lenders pursuant to the Maximum same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Loan Credit evidenced by Loans of the same Type and (F) may be repaid and reborrowed in accordance with the provisions hereof.
(ii) On the Revolving Note (the "REVOLVING LOAN"). The Term Loan Credit Maturity Date, all outstanding Revolving Credit Loans shall be repaid in full and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans Credit Commitments shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit and (ii) the Borrowing Base as in effect from time to time.
(b) On or about the date of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the principal amount of the Term Loan in an amount equal to the Maximum Term Loan Credit. Once all or any portion of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term Loanterminate.
(c) Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Eurodollar Loan; provided that (i) any exercise of such option shall not affect the obligation of the Borrower to repay such Eurodollar Loan and (ii) in exercising such option, such Lender shall use its reasonable efforts to minimize any increased costs to the Borrower resulting therefrom (which obligation of the Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.10 shall apply).
(i) Subject to and upon the terms and conditions herein set forth, the Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Closing Date and prior to the Swingline Maturity Date, to make a loan or loans (each, a “Swingline Loan”) to the Borrower in U.S. Dollars, which Swingline Loans (A) shall be ABR Loans, (B) shall have the benefit of this Agreementthe provisions of Section 2.1(d)(ii), (C) shall not exceed at any time outstanding the Swingline Commitment, (D) shall not, after giving pro forma effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of all Lenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect, (E) may be repaid and reborrowed in accordance with the provisions hereof and (F) shall mature no later than the date ten Business Days after such Swingline Loan is made. On the Swingline Maturity Date, all outstanding Swingline Loans shall be repaid in full. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from either the Borrower may or the Administrative Agent stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (x) of rescission of all such notices from the party or parties originally delivering such notice, (y) of the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or (z) from the Administrative Agent that such Default or Event of Default is no longer continuing.
(ii) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Revolving Credit Lenders, with a copy to the Borrower, that all then-outstanding Swingline Loans shall be funded with a Borrowing of Revolving Credit Loans, in which case Revolving Credit Loans constituting ABR Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the same Business Day by all Revolving Credit Lenders pro rata based on each such Lender’s Revolving Credit Commitment Percentage, and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make such Revolving Credit Loans upon same Business Days’ notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender notwithstanding (i) borrow then unadvanced principal amounts under that the Revolving Loanamount of the Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) repay the Revolving Loanwhether any conditions specified in Section 7 are then satisfied, in full or in part, without penalty other than the payment of any applicable Breakage Fee, and (iii) reborrow then unadvanced principal amounts under the Revolving Loan; provided, that, notwithstanding the foregoing, Lender shall not have any obligation to make Revolving Loan Advances to Borrower in excess of the Maximum Revolving Loan Credit and, in the event the obligation of Lender to make Revolving Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall whether a Revolving Loan Advance be made when any Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing or (v) any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any Debtor Relief Law in respect of the Borrower), each Revolving Credit Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such participation of the outstanding Swingline Loans as shall be necessary to cause each such Lender to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal and interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to the Lender purchasing the same from and after such date of purchase.
(iii) The Borrower may, at any time and from time to time, designate as additional Swingline Lenders one or more applicable Revolving Credit Lenders that agree to serve in such capacity as provided below. The acceptance by a Revolving Credit Lender of an appointment as a Swingline Lender hereunder shall be evidenced by an agreement, which shall be in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, executed by the Borrower, the Administrative Agent and such designated Swingline Lender, and, from and after the effective date of such agreement, (i) such Revolving Credit Lender shall have all the rights and obligations of a Swingline Lender under this Agreement and (ii) references herein to the term “Swingline Lender” shall be deemed to include such Revolving Credit Lender in its capacity as a lender of Swingline Loans hereunder.
(iv) The Borrower may terminate the appointment of any Swingline Lender as a “Swingline Lender” hereunder by providing a written notice thereof to such Swingline Lender, with a copy to the Administrative Agent. Any such termination shall become effective upon the earlier of (i) the Swingline Lender’s acknowledging receipt of such notice and (ii) the fifth Business Day following the date of the delivery thereof; provided that no such termination shall become effective until and unless the Swingline Exposure of such Swingline Lender shall have been reduced to zero. Notwithstanding the effectiveness of any such termination, the terminated Swingline Lender shall remain a party hereto and shall continue to have all the rights of a Swingline Lender under this Agreement with respect to Swingline Loans made by it prior to such termination, but shall not make any additional Swingline Loans.
Appears in 2 contracts
Sources: Credit Agreement (Snap One Holdings Corp.), Credit Agreement (MultiPlan Corp)
Loans. (Section 1.1):
(a) Subject to Term Loan. A Loan (the fulfillment of the conditions precedent set forth in Sections 5.01 and 5.02 hereof, and provided that no Default shall have occurred and be continuing hereunder, Lender severally agrees to make on the terms and conditions of this Agreement (i"Term Loan") a term loan in the amount of $12,000,000, which shall be disbursed in one disbursement concurrently herewith, and shall be subject to the Maximum Term Loan Credit evidenced by following terms:
(1) From the first disbursement of the Term Note (Loan, Borrower shall repay in full the "TERM LOAN")entire unpaid principal balance of all loans made by SVB and ORIX to Borrower under the Loan and Security Agreement dated November 4, 2003 among ORIX, Borrower and SVB, and a commercial revolving loan all accrued interest thereon and all other sums due in an amount up to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit and (ii) the Borrowing Base as in effect from time to timeconnection therewith.
(b2) On or about the date of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the The principal amount of the Term Loan in an amount shall be paid as follows: 30 equal to monthly payments of $400,000. each, commencing February 1, 2008, and continuing on the Maximum Term Loan Credit. Once all or any portion first day of each succeeding month until the Maturity Date, on which date the entire unpaid principal balance of the principal amount of Loans, plus all accrued and unpaid interest shall be due and payable.
(3) Accrued interest on the Term Loan is repaid at any time for each month shall be payable monthly, by Borrower, said principal amount the fifth day of the Term Loan following month, commencing January 5, 2006, as provided in Section 1.3 above.
(4) Loans may not be re-advanced to or borrowed again by Borrower, and reborrowed after they have been repaid. SCHEDULE TO LOAN AND SECURITY AGREEMENT
(b) Equipment Loans. Loans (the Maximum Term Loan Credit shall automatically be reduced by "Equipment Loans") in the total amount of such repayment or prepayment of principal under $3,000,000 (including all Existing Equipment Loans, as defined below), which shall be subject to the Term Loan.following terms:
(c1) Subject Loans made pursuant to the Equipment Loan and Security Agreement between Borrower and ORIX dated February 28, 2005 (the "Existing Equipment Loans") shall, for all purposes, be deemed to be "Equipment Loans" hereunder and shall be governed exclusively by this Loan Agreement and shall be subject to all of the terms and conditions hereof. The Existing Equipment Loans shall continue to be paid in 33 equal monthly installments, commencing on the first day of this Agreementthe fourth month after the date of the disbursement of such Loan and continuing on the first day of each month thereafter until paid in full. (Thus, for example, for an Existing Term Loan disbursed on March 12, 2005, the first payment of principal would be due on July 1, 2005.)
(2) Each Equipment Equipment Loan shall be made in an amount not to exceed 100% of the net purchase price (as hereinafter defined) of new Equipment, and related software constituting "soft costs" (as hereinafter defined), in each case, purchased by Borrower in an arms length transaction and which meets the following requirements (collectively, the "Specified Equipment and Software"):
(A) such Equipment or such software was purchased within 120 days prior to the date of the disbursement of such Equipment Loan;
(B) such Equipment or such software is acceptable to ORIX in its good faith business judgment;
(C) such Equipment or such software is subject to a first priority perfected security interest in favor of ORIX (with priority over all other security interests including Permitted Liens). As used herein "net purchase price" means the actual purchase price of the Specified Equipment and Software. Anything herein to the contrary notwithstanding, the total principal amount of Equipment Loans made with respect to the following (collectively, "soft costs") may not exceed the total principal amount of all Equipment Loans made hereunder: software, leasehold improvements, taxes, freight, delivery, insurance, set-up, training, manuals, fees, service charges and other similar "soft cost" items. SCHEDULE TO LOAN AND SECURITY AGREEMENT
(3) At least 10 Business Days prior to a requested disbursement of an Equipment Loan, Borrower shall provide ORIX with a listing of the Specified Equipment and Software (including detail relative to applicable soft costs) with respect to which the Equipment Loan is to be made, copies of invoices relating thereto and such other information as ORIX shall request in its discretion.
(4) Equipment Loans shall be made in disbursements of not less than $500,000 each.
(5) Equipment Loans may not be reborrowed after they have been repaid.
(i6) borrow then unadvanced Equipment Loans will not be disbursed after December 31, 2005.
(7) The principal amounts under amount of each Equipment Loan shall be paid as follow: 33 equal monthly installments, commencing on the Revolving Loanfirst day of the fourth month after the date of the disbursement of such Equipment Loan and continuing on the first day of each month thereafter until paid in full. (Thus, for example, for a Equipment Loan disbursed on March 12, 2006, the first payment of principal would be due on July 1, 2006.)
(ii) repay 8) Interest accrued on the Revolving Loan, in full or in part, without penalty other Equipment Loans for each month shall be payable monthly no later than the payment fifth day of any applicable Breakage Feethe following month, and (iii) reborrow then unadvanced principal amounts under the Revolving Loan; provided, that, notwithstanding the foregoing, Lender shall not have any obligation to make Revolving Loan Advances to Borrower in excess of the Maximum Revolving Loan Credit and, in the event the obligation of Lender to make Revolving Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall a Revolving Loan Advance be made when any Default or Event of Default has occurred and is continuingat maturity.
Appears in 2 contracts
Sources: Loan and Security Agreement (Athenahealth Inc), Loan and Security Agreement (Athenahealth Inc)
Loans. (a) Subject Prior to the fulfillment of the conditions precedent set forth in Sections 5.01 and 5.02 hereof, and provided that no Default shall have occurred and be continuing hereunder, Lender severally agrees to make on the terms and conditions of this Agreement (i) a term loan in the amount of the Maximum Term Loan Credit evidenced by the Term Note (the "TERM LOAN"), and a commercial revolving loan in an amount up to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit Restatement Effective Date, the Lenders made Term B-2 Loans and (ii) the Borrowing Escrow Release Date, the Lenders made Term B-3 Loans and Term B-4 Loans to the Parent Borrower. Upon the Escrow Release Date, such existing Term B-2 Loans, Term B-3 Loans and Term B-4 Loans shall be deemed to have been made under this Agreement. On the Amendment No. 1 (B-5) Effective Date, the Lenders made the Term B-5 Loans. Amounts borrowed under this Section 2.1(a) and repaid or prepaid may not be reborrowed. Loans may be Base Rate Loans or Eurodollar Rate Loans as in effect from time to timefurther provided herein.
(b) On or about the date of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the principal amount of the The 2016-1 Term Loan in an amount equal to the Maximum Term Loan Credit. Once all or any portion of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term Loan.B-4 Borrowings
(ci) Subject to the terms and conditions set forth herein and set forth in Amendment ▇▇. ▇ (▇-▇), ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇-▇▇▇▇▇ ▇-▇ Lender severally agrees to exchange its Exchanged Term B-4 Loans for a like principal amount of this AgreementExchange 2016-1 Term B-4 Loans on the Amendment No. 4 (B-6) Effective Date. Exchange 2016-1 Term B-4 Loans repaid or prepaid may not be reborrowed. Exchange 2016-1 Term B-4 Loans may be Base Rate Loans or Eurodollar Rate Loans, Borrower as further provided herein. All Exchange 2016-1 Term B-4 Loans exchanged on the Amendment No. 4 (B-6) Effective Date by Lenders of Exchanged Term B-4 Loans will initially have the same Type of Loan and Interest Period applicable to such Exchanged Term B-4 Loans (which may (i) borrow then unadvanced principal amounts under be an Interest Period ending on the Revolving Loansame date as the Interest Period applicable to such Exchanged Term B-4 Loans being refinanced, notwithstanding the required periods set forth in the definition of Interest Period).
(ii) repay Subject to the Revolving Loanterms and conditions set forth herein and set forth in Amendment ▇▇. ▇ (▇-▇), ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇-▇ ▇▇▇▇ ▇-▇ Lender severally agrees to make an Additional 2016-1 Term B-4 Loan to the Borrowers on the Amendment No. 4 (B-6) Effective Date in full the principal amount equal to its Additional 2016-1 Term B-4 Commitment on the Amendment No. 4 (B-6) Effective Date. The Borrowers shall prepay the Non-Exchanged Term B-4 Loans with a like amount of the gross proceeds of the Additional 2016-1 Term B-4 Loans, concurrently with the receipt thereof. Amounts borrowed under this Section 2.01(b)clause (ii) and repaid or prepaid may not be reborrowed. Additional 2016-1 Term B-4 Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein. All Additional 2016-1 Term B-4 Loans will have the Type of Loan and Interest Period specified in partthe Committed Loan Notice delivered in connection therewith (which may be an Interest Period ending on the same date as the Interest Period applicable to such Non-Exchanged Term B-54 Loans being refinanced, without penalty other than notwithstanding the payment required periods set forth in the definition of any applicable Breakage Fee, and Interest Period).
(iii) reborrow then unadvanced principal amounts under The Borrowers shall pay to each Term B-4 Lender, substantially concurrently with the Revolving Loan; providedeffectiveness of Amendment No. 4 (B-6), thatall accrued and unpaid interest on its Term B-4 Loans, notwithstanding as applicable, to, but not including, the foregoing, Lender shall not have any obligation to make Revolving Loan Advances to Borrower in excess of the Maximum Revolving Loan Credit and, in the event the obligation of Lender to make Revolving Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunderAmendment No. In no event shall a Revolving Loan Advance be made when any Default or Event of Default has occurred and is continuing4 (B-6) Effective Date on such Amendment No. 4 (B-6) Effective Date.
(c) The 2016-1
Appears in 2 contracts
Sources: Term Loan Agreement (Albertsons Companies, Inc.), Term Loan Agreement (SSI - AK Holdings, Inc.)
Loans. (a) Subject to the fulfillment of the conditions precedent set forth in Sections 5.01 and 5.02 hereofThe Lenders hereby establish, and provided that no Default shall have occurred and be continuing hereunder, Lender severally agrees to make on the terms and conditions of this Agreement (i) 35 and in reliance upon the representations and warranties made hereunder, a term loan revolving line of credit in favor of the Borrower in the amount of the Maximum Term Loan Credit evidenced by the Term Note (the "TERM LOAN"), and a commercial revolving loan in an aggregate principal amount up to the Maximum Total Revolving Credit Commitment and agree to make and remake one or more Loans ("Revolving Loans") to the Borrower, upon the terms and conditions set forth in this ARTICLE III, from time to time on any Business Day during the period from the date hereof through the Loan Termination Date. Subject to the provisions of this Agreement (including, without limitation, the schedule of reduction of Revolving Credit evidenced by Commitments contained in SECTION 3.2(b) hereof), the Borrower may borrow, repay (without penalty except for LIBOR breakage costs under SECTION 4.11) and reborrow any amount of the Revolving Note (Loans, provided that the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount of Revolving Loans outstanding at any one time outstanding up may not exceed the Total Revolving Credit Commitment at such time; and provided further that the amount advanced by any Lender hereunder at any time shall not exceed such Lender's Revolving Credit Commitment at such time. Notwithstanding the foregoing, no Lender shall have any obligation to but not exceeding lend funds at any time when an Event of Default exists or when there exists any event or condition that, with the lesser lapse of (i) the Maximum Credit and (ii) the Borrowing Base time, giving of notice or making of such advance, would constitute an Event of Default. The parties acknowledge that as in effect from time to time.
(b) On or about of the date hereof, there is outstanding under the Summit Holding Credit Agreement an aggregate principal balance of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the principal amount $__________ in respect of the Term Loan revolving credit facility thereunder (together with interest thereon in an amount equal to the Maximum Term Loan Credit$________________). Once all or any portion Effective as of the principal amount of Closing Date, the Term Loan is repaid at Borrower unconditionally assumes Summit Holding's obligation to repay such amounts (together with any time by Borrower, said principal amount of other amounts accruing with respect thereto after the Term Loan may not be re-advanced date hereof to or borrowed again by Borrowerand including the Closing Date), and the Maximum Term Loan Credit shall automatically be reduced such revolving loans assumed by the amount of such repayment or prepayment of principal under the Term LoanBorrower shall be deemed to be converted to Revolving Loans hereunder.
(c) Subject to the terms and conditions of this Agreement, Borrower may (i) borrow then unadvanced principal amounts under the Revolving Loan, (ii) repay the Revolving Loan, in full or in part, without penalty other than the payment of any applicable Breakage Fee, and (iii) reborrow then unadvanced principal amounts under the Revolving Loan; provided, that, notwithstanding the foregoing, Lender shall not have any obligation to make Revolving Loan Advances to Borrower in excess of the Maximum Revolving Loan Credit and, in the event the obligation of Lender to make Revolving Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall a Revolving Loan Advance be made when any Default or Event of Default has occurred and is continuing.
Appears in 2 contracts
Sources: Credit Agreement (Summit Holding Southeast Inc), Credit Agreement (Summit Holding Southeast Inc)
Loans. (ai) Subject to the fulfillment of the conditions precedent set forth in Sections 5.01 and 5.02 hereof, and provided that no Default shall have occurred and be continuing hereunder, Lender severally agrees to make on upon the terms and conditions herein set forth, each Tranche A Lender severally and not jointly agrees to make Tranche A Loans to the Borrower on the Closing Date, of this Agreement 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 after the Closing Date but prior to the Last Drawdown Date, on the date specified in the relevant Draw Request, of a sum equal to (A) such Lender's Commitment Percentage multiplied by (B) the amount requested by the Borrower pursuant to the 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 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 Equity Issuance, the Borrower may, upon at least 30 days' notice to the Administrative Agent (who shall promptly provide a term loan copy of such notice to the other Agents and the Lenders) propose to increase the aggregate amount of the Commitments by an amount not to 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 30 day period, to elect by written notice to the Borrower and the Administrative Agent 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 which would otherwise be permitted to be a Lender pursuant to Section 12.7 (such consent not to be unreasonably withheld or delayed) (each, a "Potential Lender") which at the time agree to (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 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 Maximum Term Loan Credit evidenced 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 Term Note 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 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 (i) Installment Amounts shall be payable with respect to Loans under the "TERM LOAN")Increased Commitment on the next succeeding date on which Installment Amounts would otherwise be due and shall be paid on such dates thereafter, and a commercial revolving loan in an amount up to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollars, from and including the Effective Date to and including 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 Last Drawdown Date, shall result in an aggregate principal amount at any one time outstanding up the immediate and automatic termination of all of the remaining Commitments, and the Borrower shall, immediately upon such failure to but not exceeding borrow or termination, pay to the lesser Administrative Agent (for distribution to the Lenders) a fee equal to the product of (i) the Maximum Credit and then prevailing Prepayment Premium multiplied by (ii) the Borrowing Base as in effect from time sum of (x) the Total Commitment (excluding the ------------- Increased Commitments) minus (y) all amounts borrowed by the Borrower prior ----- to timethe date thereof.
(bd) On or about the date The Initial Loans shall consist of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the principal amount of the Term Loan in an amount equal to the Maximum Term Loan Credit. Once all or any portion of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term Loan.
(c) Subject to the terms and conditions of this Agreement, Borrower may (i) borrow then unadvanced principal amounts under the Revolving Loan, (ii) repay the Revolving Loan, in full or in part, without penalty other than the payment of any applicable Breakage Fee, and (iii) reborrow then unadvanced principal amounts under the Revolving Loan; provided, that, notwithstanding the foregoing, Lender shall not have any obligation to make Revolving Loan Advances to Borrower in excess of the Maximum Revolving Loan Credit and, in the event the obligation of Lender to make Revolving Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall a Revolving Loan Advance be made when any Default or Event of Default has occurred and is continuing.Tranche A
Appears in 2 contracts
Sources: Loan Agreement (Omnipoint Corp \De\), Loan Agreement (Omnipoint Corp \De\)
Loans. (a) Subject to and upon the fulfillment terms and conditions herein set forth, each Lender having an Initial Term Loan Commitment severally agrees to make a loan or loans (each, an “Initial Term Loan”) to the Borrower, which Initial Term Loans (A) shall not exceed, for any such Lender, the Initial Term Loan Commitment of such Lender, (B) shall not exceed, in the aggregate, the Total Initial Term Loan Commitment, (C) shall be denominated in Dollars, (E) may, at the option of the Borrower, be Incurred and maintained as, and/or converted into, ABR Loans or Term SOFR Loans; provided that all such Initial Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise provided herein, consist entirely of Initial Term Loans of the same Type and (F) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed. On the Initial Term Loan Maturity Date, all outstanding Initial Term Loans shall be repaid in full.
(i) Subject to and upon the terms and conditions precedent set forth herein and in Sections 5.01 and 5.02 hereofthe Restatement Agreement, and provided that no Default shall have occurred and be continuing hereunder, each Revolving Credit Lender severally agrees to make a loan or loans (each, a “Revolving Credit Loan”) to the Borrower in U.S. Dollars, which Revolving Credit Loans (A) shall not exceed, for any such Lender, the Revolving Credit Commitment of such Lender, (B) shall not, after giving pro forma effect thereto and to the application of the proceeds thereof, result in such Lender’s Revolving Credit Exposure at such time exceeding such ▇▇▇▇▇▇’s Revolving Credit Commitment at such time, (C) shall not, after giving pro forma effect thereto and to the application of the proceeds thereof, at any time result in the aggregate amount of all Lenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect, (D) shall be made at any time and from time to time on and after the terms Restatement Agreement Effective Date and conditions of this Agreement (i) a term loan in prior to the Revolving Credit Maturity Date; provided that the amount of Revolving Credit Loans that may be borrowed on the Maximum Term Loan Credit evidenced by Restatement Agreement Effective Date shall be limited to an amount sufficient to fund certain earnout payments of the Term Note (the "TERM LOAN")Borrower, and a commercial revolving loan in an amount up no greater than $50,000,000, (E) may at the option of the Borrower be Incurred and maintained as, and/or converted into, ABR Loans or Term SOFR Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the Maximum same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Loan Credit evidenced by Loans of the same Type and (F) may be repaid and reborrowed in accordance with the provisions hereof.
(ii) On the Revolving Note (the "REVOLVING LOAN"). The Term Loan Credit Maturity Date, all outstanding Revolving Credit Loans shall be repaid in full and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans Credit Commitments shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit and (ii) the Borrowing Base as in effect from time to time.
(b) On or about the date of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the principal amount of the Term Loan in an amount equal to the Maximum Term Loan Credit. Once all or any portion of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term Loanterminate.
(c) Each Lender may at its option make any Term SOFR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Term SOFR Loan; provided that (i) any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Term SOFR Loan and (ii) in exercising such option, such Lender shall use its reasonable efforts to minimize any increased costs to the applicable Borrower resulting therefrom (which obligation of the Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.10 shall apply).
(i) Subject to and upon the terms and conditions herein set forth, each Cashless Option Term B-1 Lender severally agrees to exchange its Existing Initial Term Loan for a like principal amount of this Agreement, Borrower may Refinancing Term B-1 Loans (ior such lesser amount as determined by the Amendment No. 2 Arrangers) borrow then unadvanced principal amounts under on the Revolving Loan, (ii) repay the Revolving Loan, in full or in part, without penalty other than the payment of any applicable Breakage Fee, and (iii) reborrow then unadvanced principal amounts under the Revolving Loan; provided, that, notwithstanding the foregoing, Lender shall not have any obligation to make Revolving Loan Advances to Borrower in excess of the Maximum Revolving Loan Credit and, in the event the obligation of Lender to make Revolving Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunderAmendment No. In no event shall a Revolving Loan Advance be made when any Default or Event of Default has occurred and is continuing.2
Appears in 2 contracts
Sources: Credit Agreement (Baldwin Insurance Group, Inc.), Credit Agreement (Baldwin Insurance Group, Inc.)
Loans. (a) Subject On the terms and subject to the fulfillment of the conditions precedent set forth in Sections 5.01 and 5.02 hereofthis Agreement, and provided that no Default shall have occurred and be continuing hereunder, (i) each Revolving Lender severally hereby agrees to make advances to or on the terms and conditions of this Agreement (i) a term loan in the amount behalf of the Maximum Term Borrower (individually, a “Revolving Loan” and collectively the “Revolving Loans”) and (ii) the Swingline Lender hereby agrees to make Swingline Loans to or on behalf of the Borrower (individually, a “Swingline Loan” and collectively the “Swingline Loans”) from time to time on any date (each such date on which a Loan Credit evidenced by is made, an “Loan Date”) during the Term Note (period from the "TERM LOAN"), and a commercial revolving loan in an amount up Effective Date to the Maximum Revolving Loan Credit evidenced by end of the Revolving Note Period; provided that there shall be no more than two (2) Loan Dates during any calendar week (for the "REVOLVING LOAN"avoidance of doubt, a Swingline Refund Date is not in and of itself a Loan Date). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Multicurrency Loans shall be made to Borrower 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). Swingline Loans will only be funded in Dollars. The Borrower shall not request, from and including the Effective Lenders shall have no obligation to advance, any Loan during the Revolving Period if the Advance Rate Cap Condition is not satisfied or would not be satisfied on a pro forma basis after taking into account any such advance of a Loan.
(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 to and including the Maturity Date in each case in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit such Term Lender’s Term Commitment and (ii) the Borrowing Base as in effect from time to time.
(b) On or about the date of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt ofall Term Lenders, the principal amount of Total Term Commitment at such time. The Multicurrency Loans shall be made solely by the Term Loan in an amount equal to the Maximum Term Loan Credit. Once all or any portion of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, Multicurrency Lenders and the Maximum Term Loan Credit Dollar Loans shall automatically be reduced made solely by the amount of such repayment or prepayment of principal under the Term LoanDollar Lenders, in each case in accordance with Section 2.2(d).
(c) Under no circumstances shall any Lender make a Revolving Loan or a Swingline Loan if, after giving effect to such Loan and any purchase of Eligible Collateral Obligations in connection therewith, (i) an Unmatured Event of Default or an Event of Default would exist, (ii) if immediately after giving effect thereto, a Borrowing Base Deficiency would exist or (iii) the Loans outstanding (using the Applicable Conversion Rate) would exceed the Facility Amount, (iv) the Foreign Currency Loan Amount would exceed the Foreign Currency Sublimit on such day, (v) a violation of Applicable Law would occur or (vi) the Advance Rate Cap Condition is not satisfied. Subject to the terms and conditions of this Agreement, during the Revolving Period, the Borrower may borrow, reborrow, repay and prepay (isubject to the provisions of Section 2.4) borrow then unadvanced principal amounts under the one or more Revolving Loan, (ii) repay the Revolving Loan, in full or in part, without penalty other than the payment of any applicable Breakage Fee, and (iii) reborrow then unadvanced principal amounts under the Revolving Loan; provided, that, notwithstanding the foregoing, Lender shall not have any obligation to make Revolving Loan Advances to Borrower in excess of the Maximum Revolving Loan Credit and, in the event the obligation of Lender to make Revolving Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall a Revolving Loan Advance be made when any Default or Event of Default has occurred and is continuingLoans.
Appears in 2 contracts
Sources: Loan and Servicing Agreement (Blue Owl Capital Corp III), Loan and Servicing Agreement (Blue Owl Capital Corp III)
Loans. (a) Subject On the terms and subject to the fulfillment of conditions set forth in this Agreement (including the conditions precedent set forth in Sections 5.01 Article 4), the Borrower may from time to time on any Business Day during the Revolving Period, request that each Conduit Lender and 5.02 hereofCommitted Lender make an advance (each such advance made by a Lender, and provided that no Default shall have occurred and be continuing hereunder, Lender severally agrees to make on the terms and conditions of this Agreement (ia “Loan”) a term loan in the amount of each such Conduit Lender’s or Committed Lender’s Lender Percentage of the Maximum Term Principal Amount of the Loan Credit evidenced by the Term Note requested (the "TERM LOAN"each, a “Lender Advance”), and a commercial revolving loan in an amount up to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as Borrower on a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit and (ii) the Borrowing Base as in effect from time to timeFunding Date.
(b) On 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 about 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 of this Agreement, Lender has made the Loan is requested and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the principal amount Principal Amount of the Term 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 Maximum Term Loan Credit. Once all or any portion Borrower with the proceeds of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term proposed Loan.
(c) Subject Following receipt by the Administrative Agent, the Agents and the Lenders of a Funding Request, and prior to the terms and conditions of this Agreement, Borrower may Revolving Period Termination Date (i) borrow then unadvanced principal amounts under each Conduit Lender (if any) may, in its sole discretion, make its Lender Advance of any Loan requested by the Revolving LoanBorrower pursuant to Section 2.01(b), and (ii) repay each Committed Lender, to the Revolving 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 Loan so requested.
(d) In no event shall:
(i) a Committed Lender be required on any date to fund a Principal Amount that would cause the Loans Outstanding with respect to such Committed ▇▇▇▇▇▇’s Lender Group, as determined after giving effect to such funding, to exceed such Committed ▇▇▇▇▇▇’s Commitment;
(ii) any Loan be requested hereunder, nor shall any Lender be obligated to fund its Lender Advance of any Loan, in full to the extent that after giving effect to such Loan, the Loans Outstanding would exceed the Borrowing Base (calculated as of the previous Determination Date or, with respect to any Receivables added or in partto be added to the Collateral following such Determination Date, without penalty other than but prior to or on such date of determination, the payment of any applicable Breakage Fee, and related Cutoff Date); and
(iii) reborrow then unadvanced principal amounts under the Revolving Loan; provided, that, notwithstanding the foregoing, Lender shall not have any obligation to make Revolving Loan Advances to Borrower in excess Principal Amount of the Maximum Revolving Loan Credit and, in Loans made on any Funding Date exceed the event the obligation of Lender to make Revolving Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall a Revolving Loan Advance be made when any Default or Event of Default has occurred and is continuingAvailable Amount on such day.
Appears in 2 contracts
Sources: Credit Agreement (Regional Management Corp.), Credit Agreement (Regional Management Corp.)
Loans. (a) Subject to the fulfillment of the conditions precedent set forth in Sections 5.01 and 5.02 hereof, and provided that no Default shall have occurred and be continuing hereunder, Lender severally agrees to make on the terms and conditions of this Agreement (i) a term loan in the amount of the Maximum Term Loan Credit evidenced by the Term Note (the "TERM LOAN"), and a commercial revolving loan in an amount up to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit and (ii) the Borrowing Base as in effect from time to time.
(b) On or about the date of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the principal amount of the Term Loan in an amount equal to the Maximum Term Loan Credit. Once all or any portion of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term Loan.
(c) Subject to the terms and conditions set forth herein and in the Ancillary Agreements, Laurus may make loans (the "Loans") to Company from time to time during 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 (including, without limitation, reserves established to reflect the amount of any Priority Payables) (the "Reserves") and (y) an 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". Company shall execute and deliver to Laurus on the Closing Date a Minimum Borrowing Note and a Revolving Note evidencing the Loans funded on the Closing Date. From time to time thereafter, Company shall execute and deliver to Laurus immediately prior to the final funding of each additional $1,000,000 tranche of Loans allocated to any Minimum Borrowing Note issued by Company to Laurus 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 Company to Laurus on the Closing Date. Notwithstanding anything herein to the contrary, whenever during the Term the outstanding balance on the Revolving Note should equal or exceed $1,000,000 to the extent that the outstanding balance on Minimum Borrowing Note shall be less than $500,000 (the difference of $1,000,000 less the actual balance of the Minimum Borrowing Note, the "Available Minimum Borrowing"), such portion of the balance of the Revolving Note as shall equal the Available Minimum Borrowing shall be deemed to be simultaneously extinguished on the Revolving Note and transferred to, and evidenced by, the Minimum Borrowing Note.
(ii) Notwithstanding the limitations set forth above, if requested by Company, Laurus retains the right to lend to Company from time to time such amounts in excess of such limitations as Laurus may determine in its sole discretion.
(iii) Company acknowledges 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 Company hereby consents to any such increases or decreases which may limit or restrict advances requested by Company.
(iv) If Company does not pay any interest, fees, costs or charges to Laurus when due, Company shall thereby be deemed to have requested, and Laurus is hereby authorized at its discretion to make and charge to Company's account, a Loan to Company as of such date in an amount equal to such unpaid interest, fees, costs or charges.
(v) If 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 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 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 Company's account as a Loan and added to the Obligations. Solely to facilitate Laurus' performance or observance of such covenants of Company pursuant to this Agreement or any Ancillary Agreement, Company hereby irrevocably appoints Laurus, or Laurus' delegate, acting alone, as 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 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 Company.
(vi) Laurus will account to Company monthly with a statement of all Loans and other advances, charges and payments made pursuant to this Agreement, Borrower and such account rendered by Laurus shall be deemed final, binding and conclusive unless Laurus is notified by Company in writing to the contrary within sixty (60) days of the date each account was rendered specifying the item or items to which objection is made.
(vii) During the Term, Company may borrow and prepay Loans in accordance with the terms and conditions hereof.
(viii) If any Eligible Account is not paid by the Account Debtor within ninety (90) days (or one hundred twenty (120) days for certain Account Debtors as described in clauses (g) and (h) of the definition of Eligible Account below) after the date that such Eligible Account was invoiced or if any Account Debtor asserts a deduction, dispute, contingency, set-off, or counterclaim with respect to any Eligible Account, (a "Delinquent Account"), Company shall, at its option, (i) borrow then unadvanced principal amounts under reimburse Laurus for the Revolving Loan, amount of the Loans made with respect to such Delinquent Account or (ii) repay immediately replace such Delinquent Account with an otherwise Eligible Account.
(b) Following the Revolving Loan, in full or in part, without penalty other than the payment occurrence of any applicable Breakage Fee, and (iii) reborrow then unadvanced principal amounts under the Revolving Loan; provided, that, notwithstanding the foregoing, Lender shall not have any obligation to make Revolving Loan Advances to Borrower in excess of the Maximum Revolving Loan Credit and, in the event the obligation of Lender to make Revolving Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall a Revolving Loan Advance be made when any Default or an Event of Default has occurred which continues to exist and is continuingthe expiration of all applicable notice and grace periods, Laurus may, at its option, elect to convert the credit facility contemplated hereby to an accounts receivable purchase facility. Upon such election by Laurus (prior notice of which Laurus shall provide to Company), Company shall be deemed to hereby have sold, assigned, transferred, conveyed and delivered to Laurus, and Laurus shall be deemed to have purchased and received from Company, all right, title and interest of Company in and to all Accounts which shall at any time constitute Eligible Accounts (the "Receivables Purchase"). All outstanding Loans hereunder shall be deemed obligations under such accounts receivable purchase facility. The conversion to an accounts receivable purchase facility in accordance with the terms hereof shall not be deemed an exercise by Laurus of its secured creditor rights under Article 9 of the UCC. Immediately following Laurus' request, Company shall execute all such further documentation as may be required by Laurus to more fully set forth the accounts receivable purchase facility herein contemplated, including, without limitation, Laurus' standard form of accounts receivable purchase agreement and account debtor notification letters, but Company's failure to enter into any such documentation shall not impair or affect the Receivables Purchase in any manner whatsoever.
Appears in 2 contracts
Sources: Loan Agreement (Creative Vistas Inc), Loan Agreement (Creative Vistas Inc)
Loans. (a) Subject to the fulfillment of the conditions precedent set forth in Sections 5.01 and 5.02 hereofU.S. Dollar Committed Loans. Each Lender with a U.S. Dollar Commitment severally agrees, and provided that no Default shall have occurred and be continuing hereunder, Lender severally agrees to make on the terms and conditions of this Agreement set forth herein, to make loans (ieach a “U.S. Dollar Committed Loan”) a term loan in the amount of the Maximum Term Loan Credit evidenced by the Term Note (the "TERM LOAN"), and a commercial revolving loan in an amount up Dollars to the Maximum Revolving Loan Credit evidenced by Company from time to time on any Business Day during the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date Availability Period in an aggregate principal amount not to exceed such Lender’s U.S. Dollar Commitment at such time; provided, however, that after giving effect to any one time outstanding up to but not exceeding the lesser of Committed Borrowing under this Section 2.01(a), (i) the Maximum Credit Outstanding Amount of Committed Loans, Bid Loans, Swing Line Loans and L/C Obligations shall not exceed the Aggregate Commitments, (ii) the Borrowing Base as in effect from time to time.
(b) On or about the date aggregate Outstanding Amount of this AgreementCommitted Loans, Lender has made Swing Line Loans and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the principal amount of the Term Loan in an amount equal to the Maximum Term Loan Credit. Once all or any portion of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal L/C Obligations under the Term Loan.
(c) Subject to U.S. Dollar Tranche shall not exceed the terms and conditions of this Agreement, Borrower may (i) borrow then unadvanced principal amounts under the Revolving Loan, (ii) repay the Revolving Loan, in full or in part, without penalty other than the payment of any applicable Breakage Fee, Applicable Sublimit and (iii) reborrow then unadvanced principal amounts under the Revolving Loan; providedaggregate Outstanding Amount of the U.S. Dollar Committed Loans of any Lender, thatplus such Lender’s Applicable U.S. Dollar Percentage of the Outstanding Amount of all U.S. Dollar L/C Obligations, notwithstanding plus such Lender’s Applicable U.S. Dollar Percentage of the foregoing, Lender Outstanding Amount of all Domestic Swing Line Loans shall not have any obligation exceed such Lender’s U.S. Dollar Commitment. Within the limits of each Lender’s U.S. Dollar Commitment, and subject to make Revolving Loan Advances to Borrower in excess of the Maximum Revolving Loan Credit andother terms and conditions hereof, in the event the obligation of Lender to make Revolving Loan Advances to Borrower is terminated Borrowers may borrow under this Section 2.01(a), prepay under Section 2.06, and reborrow under this Section 2.01(a). U.S. Dollar Committed Loans may be Base Rate Loans or Eurocurrency Rate Loans, as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall a Revolving Loan Advance be made when any Default or Event of Default has occurred and is continuingprovided herein.
Appears in 2 contracts
Sources: Credit Agreement (Host Hotels & Resorts L.P.), Credit Agreement (Host Hotels & Resorts, Inc.)
Loans. (a) Subject to the fulfillment Term Loans.
(i) Upon satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02 hereof, and provided that no Default shall have occurred and be continuing hereunder, Lender severally agrees to make on the terms and conditions effectiveness of this Agreement on the Restatement Effective Date, (A) each Term Loan Lender that holds Loans (as defined in the Existing Credit Agreement) denominated in Dollars and outstanding under the Existing Credit Agreement on the Restatement Effective Date (“Continuing Restatement Loans”) shall fund to the Borrower term loans by continuing such Continuing Restatement Loans, which shall remain outstanding and constitute Term Loans hereunder (having initial Interest Periods as the interest period applicable thereto under the Existing Credit Agreement as of the Restatement Effective Date) and (B) each Term Loan Lender shall make term loans to the Borrower, denominated in Dollars (“Refinancing Term Loans”) for the remaining amount of its Term Loan Commitment after giving effect to the Continuing Restatement Loans. Proceeds of the Refinancing Term Loans shall be used, on the Restatement Effective Date, to (i) a term loan repay in full all Restatement Euro Loans (as defined in the amount Existing Credit Agreement) outstanding on the Restatement Effective Date, (ii) pay accrued and unpaid interest on such Euro Restatement Loans, and (iii) to the extent of any remaining proceeds after repayment of the Maximum Term Loan Credit evidenced Restatement Euro Loans and interest thereon, for general corporate purposes.
(ii) Immediately after giving effect to the effectiveness of this Agreement on the Restatement Effective Date and the funding by the Term Note Loan Lenders of their respective Term Loan Commitments (the "TERM LOAN"including by continuing their Continuing Restatement Loans as provided in clause (i)(A) above and making their Refinancing Term Loans as provided in clause (i)(B) above), and a commercial revolving loan in an amount up to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan Commitments shall terminate and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit and (ii) the Borrowing Base as in effect from time to time.
(b) On or about the date of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the principal amount of the Term Loan in an amount equal to the Maximum Term Loan Credit. Once all or any portion of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not Loans shall be re-advanced to or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term Loan$125,000,000.
(c) Subject to the terms and conditions of this Agreement, Borrower may (i) borrow then unadvanced principal amounts under the Revolving Loan, (ii) repay the Revolving Loan, in full or in part, without penalty other than the payment of any applicable Breakage Fee, and (iii) reborrow then unadvanced principal amounts under the Revolving Loan; providedTerm Loans may be ABR Loans or SOFR Loans, that, notwithstanding the foregoing, Lender shall not have any obligation to make Revolving Loan Advances to Borrower in excess of the Maximum Revolving Loan Credit and, in the event the obligation of Lender to make Revolving Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall a Revolving Loan Advance be made when any Default or Event of Default has occurred and is continuingprovided herein.
Appears in 2 contracts
Sources: Credit Agreement (Accelerant Holdings), Credit Agreement (Accelerant Holdings)
Loans. (a) Subject to the fulfillment of the conditions precedent set forth in Sections 5.01 and 5.02 hereof, and provided that no Default shall have occurred and be continuing hereunder, Lender severally agrees to make on the terms and conditions of this Agreement (i) a term loan in the amount of the Maximum Term Loan Credit evidenced by the Term Note (the "TERM LOAN"), and a commercial revolving loan in an amount up to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit and (ii) the Borrowing Base as in effect from time to time.
(b) On or about the date of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the principal amount of the Term Loan in an amount equal to the Maximum Term Loan Credit. Once all or any portion of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term Loan.
(c) Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of each Borrower herein set forth, each Bank hereby severally agrees to lend to the Borrowers from time to time during the period from and including the Effective Date to but not including the Termination Date its pro rata Share of the Total Commitment. Each Bank's Commitment and the Total Commitment shall expire in full on the Termination Date. Amounts borrowed under this Section 2.01(a) may, subject to the limitations set forth in this Agreement, Borrower may (ibe repaid and, up to but excluding the Termination Date, be reborrowed. The Syndicated Loans and all other amounts owed hereunder with respect to the Syndicated Loans shall be paid in full no later than the Termination Date. Borrowings on any Funding Date with respect to a Syndicated Loan under this Section 2.01(a) borrow then unadvanced principal amounts under shall be in Dollars, or in the Revolving Loan, (ii) repay the Revolving Loanrequested Alternative Currency, in full an aggregate minimum amount of $10,000,000 (or the Currency Equivalent thereof in partany Alternative Currency) and integral multiples, without penalty other than in the payment case of any applicable Breakage FeeLoans denominated in Dollars, and (iii) reborrow then unadvanced principal amounts under the Revolving Loan; provided, that, notwithstanding the foregoing, Lender shall not have any obligation to make Revolving Loan Advances to Borrower of $1,000,000 in excess of the Maximum Revolving Loan Credit that amount and, in the event case of Loans denominated in an Alternative Currency, in integral multiples of 1,000,000 units or, in either case, if less, the obligation unutilized amount of Lender the Total Commitment. Notwithstanding the foregoing, (i) no Syndicated Loan may be borrowed by any Borrower if the aggregate principal amount of all Loans outstanding hereunder denominated in Dollars together with the Currency Equivalent in Dollars of all Loans denominated in Alternative Currencies, after giving effect to the Loan so requested and all other Loans then requested which have not yet been funded, shall exceed the Total Commitment then in effect and (ii) no Syndicated Loan may be borrowed by any Borrower in an Alternative Currency if the Currency Equivalent in Dollars of the aggregate principal amount of all Syndicated Loans outstanding hereunder denominated in Alternative Currencies, after giving effect to the Loan so requested and all other Loans then requested which have not yet been funded, shall exceed $200,000,000. For purposes of determining (A) whether the making of any Borrowing will cause the outstanding aggregate principal amount of Loans denominated in Dollars together with the Currency Equivalent in Dollars of all Loans denominated in Alternative Currencies to exceed the Total Commitment or (B) whether the making of any Loan in an Alternative Currency will cause the Currency Equivalent in Dollars of the outstanding aggregate principal amount of Loans denominated in Alternative Currencies to exceed $200,000,000, the Administrative Agent will make Revolving such determinations three (3) Business Days in advance of a proposed Borrowing consisting of Eurocurrency Rate Loans and/or Competitive Bid LIBOR Loans and one (1) Business Day in advance of a proposed Borrowing consisting of Base Rate Loans and/or Competitive Bid Absolute Rate Loans calculating the Currency Equivalent of any Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall denominated in an Alternative Currency for purposes of such a Revolving Loan Advance be made when any Default or Event determination at the rate of Default has occurred and is continuingexchange in effect on such date.
Appears in 2 contracts
Sources: Credit Agreement (Textron Inc), Credit Agreement (Textron Inc)
Loans. (a) Subject to the fulfillment all of the conditions precedent set forth in Sections 5.01 and 5.02 hereof, and provided that no Default shall have occurred and be continuing hereunder, Lender severally agrees to make on the terms and conditions of this Agreement hereof, the Lenders hereby agree to make revolving Loan Advances to the Borrower under the Revolving Facility between the date hereof and the Revolving Facility Maturity Date; provided, that the (i) a term loan in the amount of the Maximum Term Loan Credit evidenced by the Term Note (the "TERM LOAN"), and a commercial revolving loan in an amount up to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans Total Outstandings shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one no time outstanding up to but not exceeding exceed the lesser of (iA) the Total Commitment or (B) the Borrowing Base Value; (the lesser of (A) or (B) being the “Maximum Credit Loan Amount”), and (ii) the Borrowing Base as Total Revolving Outstandings shall not exceed the Total Revolving Commitments. Loan Advances made under the Revolving Facility only may be repaid and reborrowed in effect from time to timeaccordance with the provisions of this Agreement.
(b) On or about Subject to all of the terms and conditions hereof, each Lender hereby agrees to make a Loan Advance to the Borrower under the Term Facility on the date of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the principal amount of the Term Loan hereof in an amount equal to the Maximum such Lender’s Term Loan CreditCommitment. Once all or any portion of the principal amount of the The Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan Facility may not be re-reborrowed under any circumstances, and, subject to the provisions of Section 2.1.1(d) below, shall be fully advanced to or borrowed again by Borrower, upon the execution and delivery of the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term LoanDocuments.
(c) Subject The obligations of the Lenders hereunder are several and independent and not joint. No Lender shall become obligated to the terms and conditions advance more than its Commitment Percentage of this Agreement, Borrower may (i) borrow then unadvanced principal amounts under the Revolving Loan, (ii) repay the Revolving Loan, in full or in parta respective Loan including, without penalty other than limitation, as a result of the payment failure of any applicable Breakage Fee, and (iii) reborrow then unadvanced principal amounts under the Revolving Loan; provided, that, notwithstanding the foregoing, Lender shall not have any obligation to make Revolving Loan Advances to Borrower in excess of the Maximum Revolving Loan Credit and, in the event the obligation of Lender to make Revolving Loan Advances to Borrower is terminated as permitted fulfill its obligations hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In .
(d) Provided no event shall a Revolving Loan Advance be made when any Default or Event of Default shall then be in existence, the Borrower shall have the right, on one or more occasions prior to the Revolving Facility Initial Maturity Date, to elect to increase the Total Commitment; provided, however, that (i) the amount of each such increase shall not be less than Ten Million Dollars ($10,000,000) or in increments of Five Million Dollars ($5,000,000.00 ) in excess thereof, and (ii) the aggregate amount of all such increases shall not cause the Total Commitment to exceed Seven Hundred Fifty Million Dollars ($750,000,000). Any such increase in the Total Commitment shall be allocated to the Revolving Facility and/or the Term Facility in such amounts as the Borrower may request. Such right may be exercised by the Borrower by written notice to the Administrative Agent, which election shall designate the requested increase in the Total Commitment and to which of the Revolving Facility and/or the Term Facility such request is being made. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders), and each Lender shall endeavor to respond as promptly as possible within such time period. Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment (which decision shall be in its sole discretion) and, if so, whether by an amount equal to, greater than, or less than its Commitment Percentage of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent and the L/C Issuer (which approvals shall not be unreasonably withheld, conditioned or delayed), the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement (each a “Joinder Agreement”) in form and substance reasonably satisfactory to the Administrative Agent and its counsel. If the Total Commitment is increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of each Lender’s increased Commitments among the Term Facility and the Revolving Facility, and if such increase is not pro rata among the Revolving Facility and the Term Facility, the new or increased Commitments issued in connection with such increase, and the existing Revolving Commitments and Term Commitments of the Lenders, shall be adjusted (but any existing Commitment of a Lender will not be increased unless such Lender has occurred elected to increase its Commitment) so as to at all times provide that each Lender shall have a pro rata Commitment in each of the Revolving Facility and is continuingthe Term Facility. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase (with such increase being pro rata among existing Lenders choosing to increase their Commitments) and the Increase Effective Date. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Increase Effective Date signed by an Authorized Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article 6 and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, 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 as of such earlier date, and except that for purposes of this Section 2.1.1(d), the representations and warranties contained in Section 6.8 shall be deemed to refer to the most recent statements furnished to the Administrative Agent pursuant to Section 7.2.1 and Section 7.2.2, and except as to the representations and warranties in Sections 6.4, 6.7, 6.9, and 6.14 which may be modified only to reflect events occurring after the date hereof as specifically disclosed in writing to Administrative Agent prior to or simultaneously with such written request and (B) no Default or Event of Default exists. The Borrower shall prepay amounts of the Loan outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 2.3.15) to the extent necessary to keep the outstanding Loan ratable with any revised Commitment Percentages arising from any non-ratable increase in the Commitments under this Section, with the amount of any increase in the Term Facility being funded on such Increase Effective Date. This Section shall supersede any provisions in Sections 12.2 or 13.4.1 to the contrary.
Appears in 2 contracts
Sources: Loan Agreement (Cedar Realty Trust, Inc.), Loan Agreement (Cedar Realty Trust, Inc.)
Loans. (a) Subject to and upon the fulfillment of the terms and conditions precedent herein set forth in Sections 5.01 and 5.02 hereofforth, and provided that no Default shall have occurred and be continuing hereunder, each Lender having an Initial Term Loan Commitment severally agrees to make (or in the case of any Rollover Lender (as defined in the First Incremental Agreement) on the terms and conditions of this First Incremental Agreement Effective Date, be deemed to make) a loan or loans (each, an “Initial Term Loan”) to the Borrower, which Initial Term Loans (i) a term loan in shall not exceed, for any such Lender, the amount of the Maximum Initial Term Loan Credit evidenced by the Term Note (the "TERM LOAN"), and a commercial revolving loan in an amount up to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit and (ii) the Borrowing Base as in effect from time to time.
(b) On or about the date of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the principal amount of the Term Loan in an amount equal to the Maximum Term Loan Credit. Once all or any portion of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount Commitment of such repayment or prepayment of principal under the Term Loan.
(c) Subject to the terms and conditions of this Agreement, Borrower may (i) borrow then unadvanced principal amounts under the Revolving LoanLender, (ii) repay the Revolving Loanshall not exceed, in full or in partthe aggregate, without penalty other than the payment of any applicable Breakage FeeTotal Initial Term Loan Commitment, and (iii) reborrow then unadvanced principal amounts under shall be made (x) in the Revolving Loan; provided, that, notwithstanding the foregoing, Lender shall not have any obligation to make Revolving case of Initial Term Loans made in respect of Initial Term Loan Advances to Borrower Commitments described in excess clause (a) of the Maximum Revolving definition of Initial Term Loan Credit andCommitments, on the Closing Date and (y) in the event case of Initial Term Loans made in respect of Initial Term Loan Commitments described in clause (b) of the obligation definition of Lender Initial Term Loan Commitments, on the First Incremental Agreement Effective Date, (iv) shall be denominated in Dollars, (ivv) may, at the option of the Borrower, be Incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; provided that all such Initial Term Loans made by each of the Lenders pursuant to make Revolving the same Borrowing shall, unless otherwise provided herein, consist entirely of Initial Term Loans of the same Type and (vvi) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed. On the Initial Term Loan Advances to Borrower is terminated as permitted hereunderMaturity Date, Lender all outstanding Initial Term Loans shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall a Revolving Loan Advance be made when any Default or Event of Default has occurred and is continuingrepaid in full.
Appears in 1 contract
Sources: Incremental Agreement (Grocery Outlet Holding Corp.)
Loans. (a) Subject to the fulfillment terms and provisions of the conditions precedent set forth in Sections 5.01 and 5.02 hereof, and provided that no Default shall have occurred and be continuing hereunderthis instrument, Lender severally agrees to make on the terms and conditions of this Agreement (i) available to Borrower a term loan in the original principal amount of THREE MILLION AND NO/100 ($3,000,000.00) DOLLARS, solely for the Maximum Term Loan Credit evidenced purposes specifically enumerated herein and certain costs and expenses related thereto, by advancing said sum to Borrower on the Term Note date hereof pursuant to the provisions herein contained (the "TERM LOAN"), and a commercial revolving loan in an amount up to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOANTerm Loan"). The Term Loan shall be evidenced by a certain Promissory Note in the original principal amount of $3,000,000.00, in form and content acceptable to Lender, which shall be executed by Borrower and payable to the order of Lender (together with any and all extensions, renewals and modifications thereof, the "Term Note"). In addition, subject to the terms and provisions of this instrument, Lender also agrees to make available to Borrower a revolving line of credit in the maximum principal amount of FIVE MILLION AND N0/100 ($5,000,000.00) DOLLARS, to be used for general corporate purposes, including working capital needs of Borrower and its subsidiaries, by advancing said sum to Borrower on a revolving basis from time to time at Borrower's request pursuant to the provisions herein contained (the "Line of Credit;" the Term Loan and the Revolving Loan Line of Credit are individually referred to as a "LOAN" and sometimes hereinafter collectively referred to as the "LOANSLoans"). The Loans Line of Credit shall be made to Borrower evidenced by a certain Revolving Promissory Note in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit and (ii) the Borrowing Base as in effect from time to time.
(b) On or about the date of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the maximum principal amount of the Term Loan $5,000,000.00, in an amount equal form and content acceptable to Lender, which shall be executed by Borrower and payable to the Maximum order of Lender (together with any and all extensions, renewals and modifications thereof, the "Revolving Note"). The Term Loan Credit. Once all or any portion of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, Note and the Maximum Term Loan Credit shall automatically be reduced by Revolving Note are hereinafter collectively referred to as the amount of such repayment or prepayment of principal under the Term Loan“Notes.
(c) Subject to the terms and conditions of this Agreement, Borrower may (i) borrow then unadvanced principal amounts under the Revolving Loan, (ii) repay the Revolving Loan, in full or in part, without penalty other than the payment of any applicable Breakage Fee, and (iii) reborrow then unadvanced principal amounts under the Revolving Loan; provided, that, notwithstanding the foregoing, Lender shall not have any obligation to make Revolving Loan Advances to Borrower in excess of the Maximum Revolving Loan Credit and, in the event the obligation of Lender to make Revolving Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall a Revolving Loan Advance be made when any Default or Event of Default has occurred and is continuing.”
Appears in 1 contract
Sources: Loan Agreement (Alexanders J Corp)
Loans. (a) [Reserved].
(1) Subject to and upon the fulfillment of the terms and conditions precedent herein set forth in Sections 5.01 and 5.02 hereofforth, and provided that no Default shall have occurred and be continuing hereunder, each Lender having a Revolving Credit Commitment severally agrees to make on a loan or loans denominated in Dollars or Alternative Currencies (each a “Revolving Credit Loan” and, collectively, the terms “Revolving Credit Loans”) to the Borrower, which Revolving Credit Loans (A) shall be made at any time and conditions from time to time prior to the Revolving Credit Termination Date, (B) may, at the option of this Agreement the Borrower be incurred and maintained as, and/or converted into, ABR Loans or Term SOFR Revolving Credit Loans (ieach in the case of Revolving Credit Loans denominated in Dollars only), Alternative Currency Daily Rate Loans or Alternative Currency Term Rate Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, (C) a term loan may be repaid and reborrowed in accordance with the provisions hereof, (D) shall not, for any Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Lender’s Revolving Credit Exposure plus, without duplication, the amount of Swingline Loans outstanding that are held by such Lender and the Maximum Term Loan face amount of Letters of Credit evidenced outstanding at such time issued by the Term Note such Lender at such time exceeding such ▇▇▇▇▇▇’s Revolving Credit Commitment at such time, (the "TERM LOAN")E) shall not, after giving effect thereto and a commercial revolving loan in an amount up to the Maximum application of the proceeds thereof, result at any time in the aggregate amount of the Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect and (F) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the Aggregate Multicurrency Exposures at such time exceeding the Multicurrency Sublimit then in effect.
(2) Each Lender may at its option make any Term SOFR Loan, Alternative Currency Term Rate Loan Credit evidenced or Alternative Currency Daily Rate Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that (A) any exercise of such option shall not affect the obligation of the Borrower to repay such Loan and (B) in exercising such option, such Lender shall use its reasonable efforts to minimize any increased costs to the Borrower resulting therefrom (which obligation of the Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.10 shall apply). On the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Credit Maturity Date, all Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Credit Loans shall be made to Borrower repaid in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit and (ii) the Borrowing Base as in effect from time to time.
(b) On or about the date of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the principal amount of the Term Loan in an amount equal to the Maximum Term Loan Credit. Once all or any portion of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term Loanfull.
(c) Subject to and upon the terms and conditions of this Agreementherein set forth, the Swingline Lender in its individual capacity agrees, at any time and from time to time prior to the Swingline Maturity Date, to make a loan or loans (each a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower may in Dollars, which Swingline Loans (i) borrow then unadvanced principal amounts under the Revolving Loanshall be ABR Loans, (ii) repay shall have the Revolving Loanbenefit of the provisions of Section 2.1(d), in full or in part, without penalty other than the payment of any applicable Breakage Fee, and (iii) reborrow shall not exceed at any time outstanding the Swingline Commitment, (iv) shall not, after giving pro forma effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then unadvanced principal amounts under in effect and (v) may be repaid and reborrowed in accordance with the Revolving Loan; provided, that, notwithstanding provisions hereof. Each outstanding Swingline Loan shall be repaid in full on the foregoing, earlier of (a) fifteen (15) Business Days after such Swingline Loan is initially borrowed and (b) the Swingline Maturity Date. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from the Borrower or the Administrative Agent stating that a Default or Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (i) of rescission of all such notices from the party or parties originally delivering such notice, (ii) the waiver of such Default or Event of Default in accordance with the provisions of Section 14.1 or (iii) from the Administrative Agent that such Default or Event of Default is no longer continuing.
(d) On any obligation Business Day, the Swingline Lender may, in its sole discretion, give notice to each Revolving Credit Lender, with a copy to the Borrower, that all then-outstanding Swingline Loans shall be funded with a Borrowing of Revolving Credit Loans denominated in Dollars, in which case Revolving Credit Loans denominated in Dollars constituting ABR Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by each Revolving Credit Lender pro rata based on each Lender’s Revolving Credit Commitment Percentage, and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make such Revolving Loan Advances Credit Loans upon one Business Day’s notice pursuant to Borrower each Mandatory Borrowing in excess the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender notwithstanding (i) that the amount of the Maximum Revolving Loan Credit andMandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) whether any conditions specified in the event the obligation of Lender to make Revolving Loan Advances to Borrower is terminated as permitted hereunderSection 7 are then satisfied, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall (iii) whether a Revolving Loan Advance be made when any Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing or (v) any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each Revolving Credit Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such participation of the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal and interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to such Lender purchasing same from and after such date of purchase.
Appears in 1 contract
Loans. Except as set forth on Schedule 7.5, make advances, loans or extensions of credit to any Person, including without limitation, any Parent, Subsidiary or Affiliate except with respect to (a) Subject advances, loans or extensions of commercial trade credit in connection with the sale of Inventory in the ordinary course of its business, (b) advances, loans or extensions of credit to its employees in the fulfillment ordinary course of business not to exceed the conditions precedent aggregate amount of $1,000,000 at any time outstanding, (c) advances, loans or extensions of credit which, when aggregated with the loans set forth in Sections 5.01 on Schedule 7.5 and 5.02 hereofthe guarantees permitted under Section 7.3(b), and provided that no Default shall have occurred and be continuing hereunder, Lender severally agrees to make on the terms and conditions of this Agreement (i) a term loan do not exceed $4,000,000 in the amount of the Maximum Term Loan Credit evidenced by the Term Note (the "TERM LOAN"), and a commercial revolving loan in an amount up to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up (excluding any advances made pursuant to but not exceeding Section 7.1(a)(H)), and (d) loans advanced by one Borrower to another Borrower."
8. Section 7.12(a) of the lesser of Agreement is hereby amended and restated as follows:
(a) Form any Subsidiary unless (i) such Subsidiary takes all actions necessary to join in this Agreement as a borrower and becomes jointly and severally liable for the Maximum obligations of Borrowers hereunder, under the Revolving Credit Note, and under any other agreement between any Borrower and Lenders, and (ii) the Borrowing Base as in effect from time Agent shall have received all documents, including legal opinions, it may reasonably require to time.
(b) On or about the date of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the principal amount establish compliance with each of the Term Loan foregoing conditions. Notwithstanding the foregoing: (A) Foreign Subsidiaries acquired in an amount equal a Permitted Acquisition pursuant to the Maximum Term Loan Credit. Once all or any portion of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may Section 7.1(a)(H) shall not be re-advanced required to join in this agreement as a Borrower or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term Loan.
(c) Subject to the terms and conditions of this Agreement, Borrower may (i) borrow then unadvanced principal amounts under the Revolving Loan, (ii) repay the Revolving Loan, in full or in part, without penalty other than the payment of any applicable Breakage FeeGuarantor, and (iiiB) reborrow then unadvanced principal amounts under the Revolving Loan; provided, that, notwithstanding the foregoing, Lender Coal Train Holdings shall not have be required to join this Agreement as a Borrower nor provide the documents referenced above, so long as (x) the Borrowers do not contribute in any obligation fiscal year more than $100,000 to make Revolving Loan Advances to Borrower Coal Train Holdings and no such contributions are made if there exists a Default or an Event of Default, and (y) Coal Train Holdings has at all times a net worth and assets (valued at market value) each less than $50,000. Any distributions or other payments received by Coal Train Holdings from its prior ownership interest in excess of the Maximum Revolving Loan Credit and, DM&E shall not be included in the event the obligation calculation of Lender its net worth or asset valuation if such distributions and payments are further distributed to make Revolving Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall a Revolving Loan Advance be made when any Default or Event of Default has occurred and is continuingF▇▇▇▇▇ within 30 days after their receipt by Coal Train Holdings."
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Foster L B Co)
Loans. (a) Subject to and upon the fulfillment of the terms and conditions precedent set forth in Sections 5.01 the Amendment, each Lender having an “Initial Term Loan Commitment” severally agrees to make a loan or loans (each, an “Initial Term Loan”) to the Borrower, which (i) shall not exceed, for any such Lender, the Initial Term Loan Commitment of such Lender, (ii) shall not exceed, in the aggregate, the Total Term Loan Commitment, (iii) shall be made on the Effective Date, (iv) shall be denominated in U.S. Dollars, (v) may at the option of the Borrower be incurred and 5.02 maintained as, and/or converted into, ABR Loans or Eurodollar Loans, and (vi) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed. On the Initial Term Loan Maturity Date, all outstanding Initial Term Loans shall be repaid in full.
(b) Subject to and provided that no Default shall have occurred upon the terms and be continuing hereunderconditions herein set forth, each Revolving Credit Lender severally agrees to make on a loan or loans (each, a “Revolving Credit Loan”) to the terms and conditions of this Agreement Borrower in U.S. Dollars, which Revolving Credit Loans (i) a term loan shall not exceed, for any such Lender, the Revolving Credit Commitment of such Lender, (ii) shall not, after giving effect thereto and to the application of the proceeds thereof, result in such Lender’s Revolving Credit Exposure at such time exceeding such Lender’s Revolving Credit Commitment at such time, (iii) shall not, after giving effect thereto and to the application of the proceeds thereof, at any time result in the aggregate amount of all Lenders’ Revolving Credit Exposures exceeding the Maximum Term Loan Total Revolving Credit evidenced by Commitment then in effect, (iv) shall be made at any time and from time to time on and after the Term Note (the "TERM LOAN"), SecondFourth Amendment Effective Date and a commercial revolving loan in an amount up prior to the Maximum Revolving Loan Credit evidenced Maturity Date, (v) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type and (vi) may be repaid and reborrowed in accordance with the provisions hereof. On the Revolving Note (the "REVOLVING LOAN"). The Term Loan Credit Maturity Date, all outstanding Revolving Credit Loans shall be repaid in full and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans Credit Commitments shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit and (ii) the Borrowing Base as in effect from time to time.
(b) On or about the date of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the principal amount of the Term Loan in an amount equal to the Maximum Term Loan Credit. Once all or any portion of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term Loanterminate.
(c) (i) Subject to and upon the terms and conditions of this Agreementset forth herein and in the Second Amendment, Borrower may each Tranche B Term Lender severally agrees to make a loan or loans (each, ▇▇▇ “Tranche B Term Loan”) to the Borrower, which (i) borrow then unadvanced principal amounts under shall not exceed, for any such Lender, the Revolving LoanTranche B Term Loan Commitment of such Lender, (ii) repay the Revolving Loanshall not exceed, in full the aggregate, the Total Tranche B Term Loan Commitment, (iii) shall be made on the Second Amendment Effective Date, (iv) may be made, in whole or in part, without penalty other than by means of a dollar-for-dollar, cashless exchange of Initial Term Loans for Tranche B Term Loans (in each case only to the payment extent so agreed by the Borrower, the Administrative Agent and the applicable Tranche B Term Lender), (v) shall be denominated in U.S. Dollars, (vi) may at the option of any applicable Breakage Feethe Borrower be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; provided that all Tranche B Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Tranche B Term of the same Class, and (iiivii) reborrow then unadvanced principal amounts under may be repaid or prepaid in accordance with the Revolving Loan; providedprovisions hereof, thatbut once repaid or prepaid may not be reborrowed. On the Tranche B Term Loan Maturity Date, notwithstanding the foregoing, Lender all outstanding Tranche B Term Loans shall not have any obligation to make Revolving Loan Advances to Borrower be repaid in excess of the Maximum Revolving Loan Credit and, in the event the obligation of Lender to make Revolving Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall a Revolving Loan Advance be made when any Default or Event of Default has occurred and is continuingfull.
Appears in 1 contract
Loans. (a) Subject to the fulfillment of the conditions precedent set forth in Sections 5.01 and 5.02 hereof, and provided that no Default shall have occurred and be continuing hereunder, Lender severally agrees to make on the terms and conditions of this Agreement (i) a term loan in the amount of the Maximum Term Loan Credit evidenced by the Term Note (the "TERM LOAN"), and a commercial revolving loan in an amount up to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit and (ii) the Borrowing Base as in effect from time to time.
(b) On or about the date of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the principal amount of the Term Loan in an amount equal to the Maximum Term Loan Credit. Once all or any portion of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term Loan.
(c) Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of each Borrower herein set forth, each Bank hereby severally agrees to lend to the Borrowers from time to time during the period from and including the Effective Date to but not including the Termination Date its pro rata Share of the Total Commitment. Each Bank's Commitment and the Total Commitment shall expire in full on the Termination Date. Amounts borrowed under this Section 2.01(a) may, subject to the limitations set forth in this Agreement, Borrower may (ibe repaid and, up to but excluding the Termination Date, be reborrowed. The Syndicated Loans and all other amounts owed hereunder with respect to the Syndicated Loans shall be paid in full no later than the Final Maturity Date. Borrowings on any Funding Date with respect to a Syndicated Loan under this Section 2.01(a) borrow then unadvanced principal amounts under shall be in Dollars, or in the Revolving Loan, (ii) repay the Revolving Loanrequested Alternative Currency, in full an aggregate minimum amount of $10,000,000 (or the Currency Equivalent thereof in partany Alternative Currency) and integral multiples, without penalty other than in the payment case of any applicable Breakage FeeLoans denominated in Dollars, and (iii) reborrow then unadvanced principal amounts under the Revolving Loan; provided, that, notwithstanding the foregoing, Lender shall not have any obligation to make Revolving Loan Advances to Borrower of $1,000,000 in excess of the Maximum Revolving Loan Credit that amount and, in the event case of Loans denominated in an Alternative Currency, in integral multiples of 1,000,000 units or, in either case, if less, the obligation unutilized amount of Lender the Total Commitment. Notwithstanding the foregoing, (i) no Syndicated Loan may be borrowed by any Borrower if the Total Outstanding Amount, after giving effect to the Loan so requested and all other Loans then requested which have not yet been funded, shall exceed the Total Commitment then in effect and (ii) no Syndicated Loan may be borrowed by any Borrower in an Alternative Currency if the Currency Equivalent in Dollars of the aggregate principal amount of all Syndicated Loans outstanding hereunder denominated in Alternative Currencies, after giving effect to the Loan so requested and all other Loans then requested which have not yet been funded, shall exceed $200,000,000. For purposes of determining (A) whether the making of any Borrowing will cause the outstanding aggregate principal amount of Loans denominated in Dollars together with the Currency Equivalent in Dollars of all Loans denominated in Alternative Currencies to exceed the Total Commitment or (B) whether the making of any Loan in an Alternative Currency will cause the Currency Equivalent in Dollars of the outstanding aggregate principal amount of Loans denominated in Alternative Currencies to exceed $200,000,000, the Administrative Agent will make Revolving such determinations three (3) Business Days in advance of a proposed Borrowing consisting of Eurocurrency Rate Loans and/or Competitive Bid LIBOR Loans and one (1) Business Day in advance of a proposed Borrowing consisting of Base Rate Loans and/or Competitive Bid Absolute Rate Loans calculating the Currency Equivalent of any Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall denominated in an Alternative Currency for purposes of such a Revolving Loan Advance be made when any Default or Event determination at the rate of Default has occurred and is continuingexchange in effect on such date.
Appears in 1 contract
Loans. (a) Subject to the fulfillment of the conditions precedent set forth in Sections 5.01 and 5.02 hereofThe Lender agrees, and provided that no Default shall have occurred and be continuing hereunder, Lender severally agrees to make on the terms and subject to the conditions set forth in this Agreement, to make to the Borrower:
(a) a $75 million single lump sum advance (the “Tranche A Loan”) on the Closing Date (the “Tranche A Borrowing Date”);
(b) a $25 million single lump sum advance (the “Tranche B Loan”) on the thirtieth (30th) day after the date of this Agreement entry of the DIP Order by the Bankruptcy Court (the “Tranche B Borrowing Date”); and
(c) a $25 million single lump sum advance (the “Tranche C Loan”) on the later of (i) a term loan June 24, 2005, (ii) three Business Days after the Lender has delivered any aircraft to the Borrower pursuant to the JSA Agreement; and (iii) the entry by the Bankruptcy Court of an order approving the Disclosure Statement in the amount of Chapter 11 Case; provided, however, that in no event shall such advance occur later than September 30, 2005 (such later date, the Maximum Term Loan Credit evidenced by the Term Note (the "TERM LOAN"“Tranche C Borrowing Date”), and a commercial revolving loan provided further, however, that in an amount up the event that the Maturity Date shall have occurred prior to the Maximum Revolving Loan Credit evidenced by the Revolving Note Tranche C Borrowing Date (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually such event being referred to as a "LOAN" and collectively referred to “Maturity Event”) then (x) if the Maturity Event arises as a result of the "LOANS". The Loans shall be made to Borrower in Dollars, from and including occurrence of the Effective Date and the Borrower’s repayment of the Loans by means of the Shares Repayment Alternative prior to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit and (ii) the Borrowing Base as in effect from time to time.
(b) On or about the date of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt ofDate, the principal amount of Lender shall remit to the Term Loan in Reorganized Parent an amount equal to the Maximum Term Tranche C Loan Credit. Once all or any portion on the Tranche C Borrowing Date, not as a Loan, but as an equity payment in consideration of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term Loan.
(c) Subject New Common Stock issued to the terms and conditions of this Agreement, Borrower may (i) borrow then unadvanced principal amounts under Lender pursuant to the Revolving Loan, (ii) repay the Revolving LoanShare Repayment Alternative, in full or satisfaction of the obligation of the Lender and the Borrower in partrespect of the Tranche C Loan, without penalty and (y) if such Maturity Event arises for any reason other than the payment of any applicable Breakage Fee, and (iii) reborrow then unadvanced principal amounts under the Revolving Loan; provided, that, notwithstanding the foregoing, Lender shall not have any obligation to make Revolving Loan Advances to Borrower in excess occurrence of the Maximum Revolving Loan Credit andEffective Date prior to the Maturity Date, in then neither the event Lender nor the obligation of Lender to make Revolving Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation with respect to make additional Revolving Loan Advances hereunder. In no event shall a Revolving Loan Advance be made when any Default or Event of Default has occurred and is continuingthe Tranche C Loan.
Appears in 1 contract
Sources: Junior Secured Debtor in Possession Credit Facility Agreement (Us Airways Inc)
Loans. (a) Subject On the terms and subject to the fulfillment of the conditions precedent set forth in Sections 5.01 and 5.02 hereofthis Agreement, and provided that no Default shall have occurred and be continuing hereunder, Lender severally (i) each Revolving ▇▇▇▇▇▇ hereby agrees to make advances to or on the terms and conditions of this Agreement (i) a term loan in the amount behalf of the Maximum Term Borrower (individually, a “Revolving Loan” and collectively the “Revolving Loans”) and (ii) the Swingline Lender hereby agrees to make Swingline Loans to or on behalf of the Borrower (individually, a “Swingline Loan” and collectively the “Swingline Loans”) from time to time on any date (each such date on which a Loan Credit evidenced by is made, an “Loan Date”) during the Term Note (period from the "TERM LOAN"), and a commercial revolving loan in an amount up Effective Date to the Maximum Revolving Loan Credit evidenced by end of the Revolving Note Period; provided that there shall be no more than two (2) Loan Dates during any calendar week (for the "REVOLVING LOAN"avoidance of doubt, a Swingline Refund Date is not in and of itself a Loan Date). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Multicurrency Loans shall be made to Borrower 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)Section 2.2(d). Swingline Loans will only be funded in Dollars. The Borrower shall not request, from and including the Effective Lenders shall have no obligation to advance, any Loan during the Revolving Period if the Advance Rate Cap Condition is not satisfied or would not be satisfied on a pro forma basis after taking into account any such advance of a Loan.
(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 to and including the Maturity Date in each case in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit such Term Lender’s Term Commitment and (ii) the Borrowing Base as in effect from time to time.
(b) On or about the date of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt ofall Term Lenders, the principal amount of Total Term Commitment at such time. The Multicurrency Loans shall be made solely by the Term Loan in an amount equal to the Maximum Term Loan Credit. Once all or any portion of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, Multicurrency Lenders and the Maximum Term Loan Credit Dollar Loans shall automatically be reduced made solely by the amount of such repayment or prepayment of principal under the Term LoanDollar Lenders, in each case in accordance with Section 2.2(d)Section 2.2(d).
(c) Under no circumstances shall any Lender make a Revolving Loan or a Swingline Loan if, after giving effect to such Loan and any purchase of Eligible Collateral Obligations in connection therewith, (i) an Unmatured Event of Default or an Event of Default would exist, (ii) if immediately after giving effect thereto, a Borrowing Base Deficiency would exist or (iii) the Loans outstanding (using the Applicable Conversion Rate) would exceed the Facility Amount, (iv) the Foreign Currency Loan Amount would exceed the Foreign Currency Sublimit on such day, (v) a violation of Applicable Law would occur or (vi) the Advance Rate Cap Condition is not satisfied. Subject to the terms and conditions of this Agreement, during the Revolving Period, the Borrower may borrow, reborrow, repay and prepay (isubject to the provisions of Section 2.42.4) borrow then unadvanced principal amounts under the one or more Revolving Loan, (ii) repay the Revolving Loan, in full or in part, without penalty other than the payment of any applicable Breakage Fee, and (iii) reborrow then unadvanced principal amounts under the Revolving Loan; provided, that, notwithstanding the foregoing, Lender shall not have any obligation to make Revolving Loan Advances to Borrower in excess of the Maximum Revolving Loan Credit and, in the event the obligation of Lender to make Revolving Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall a Revolving Loan Advance be made when any Default or Event of Default has occurred and is continuingLoans.
Appears in 1 contract
Sources: Loan and Servicing Agreement (Blue Owl Capital Corp)
Loans. (a) Subject to and upon the fulfillment terms and conditions herein set forth, each Lender having an Initial Term Loan Commitment severally agrees to make a loan or loans (each, an “Initial Term Loan”) to the Borrower (or Co-Obligors), which Initial Term Loans (i) shall not exceed, for any such Lender, the Initial Term Loan Commitment of such Lender, (ii) shall not exceed, in the aggregate, the Total Initial Term Loan Commitment, (iii) shall be made on the Closing Date and shall be denominated in Dollars, (iv) may, at the option of the conditions precedent set forth Borrower, be Incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that all such Initial Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise provided herein, consist entirely of Initial Term Loans of the same Type and (v) may be repaid or prepaid in Sections 5.01 and 5.02 accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed. On the Initial Term Loan Maturity Date, all outstanding Initial Term Loans shall be repaid in full.
(b) Subject to and provided that no Default shall have occurred upon the terms and be continuing hereunderconditions herein set forth, each Revolving Credit Lender severally agrees to make on a loan or loans (each, a “Revolving Credit Loan”) to the terms and conditions of this Agreement Borrower (or Co-Obligors) in Dollars or any Alternative Currency, which Revolving Credit Loans (i) a term loan shall not exceed, for any such Lender, the Revolving Credit Commitment of such Lender, (ii) shall not, after giving pro forma effect thereto and to the application of the proceeds thereof, result in such Lender’s Revolving Credit Exposure at such time exceeding such Lender’s Revolving Credit Commitment at such time, (iii) shall not, after giving pro forma effect thereto and to the application of the proceeds thereof, at any time result in the aggregate amount of all Lenders’ Revolving Credit Exposures exceeding the Maximum Term Loan Total Revolving Credit evidenced by the Term Note Commitment then in effect, (the "TERM LOAN"), and a commercial revolving loan in an amount up to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans iv) shall be made at any time and from time to Borrower time on and after the Closing Date and prior to the Revolving Credit Maturity Date, (v)(i) in the case of Revolving Credit Loans denominated in Dollars, from may at the option of the applicable Borrower be Incurred and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit maintained as, and/or converted into, ABR Loans or Eurocurrency Loans and (ii) in the Borrowing Base case of Revolving Credit Loans denominated in an Alternative Currency, shall be Incurred and maintained as in effect from time to time.
(b) On or about the date of this Agreement, Lender has Eurocurrency Loans; provided that all Revolving Credit Loans made and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the principal amount by each of the Term Loan in an amount equal Lenders pursuant to the Maximum Term Loan Credit. Once all or any portion same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term Loan.
(c) Subject to the terms and conditions of this Agreement, Borrower may (i) borrow then unadvanced principal amounts under the Revolving Loan, (ii) repay the Revolving Loan, in full or in part, without penalty other than the payment of any applicable Breakage Fee, same Type and (iiivi) reborrow then unadvanced principal amounts under may be repaid and reborrowed in accordance with the Revolving Loan; provided, that, notwithstanding the foregoing, Lender shall not have any obligation to make Revolving Loan Advances to Borrower in excess of the Maximum Revolving Loan Credit and, in the event the obligation of Lender to make Revolving Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall a Revolving Loan Advance be made when any Default or Event of Default has occurred and is continuingprovisions hereof.
Appears in 1 contract
Sources: Credit Agreement (MultiPlan Corp)
Loans. (a) Subject to the fulfillment of the conditions precedent set forth in Sections 5.01 and 5.02 hereof, and provided that no Default shall have occurred and be continuing hereunder, Each Lender severally agrees to make on the terms and subject to the conditions of this Agreement Loan Agreement, loans (iindividually, a “Loan” and, collectively, the “Loans”) a term loan in the amount of the Maximum Term Loan Credit evidenced by the Term Note (the "TERM LOAN"), and a commercial revolving loan in an amount up to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower Borrowers in Dollars, from and including the Effective Date to and but not including the Maturity Termination Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit such Lender’s Commitment as then in effect and (ii) such Lender’s Commitment Percentage of the Borrowing Base as in effect from time to time.
(b) On or about the date of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the principal amount of the Term Loan in an amount equal to the Maximum Term Loan Credit. Once all or any portion of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term Loan.
(c) Subject to the terms and conditions of this Loan Agreement, Borrower during such period the Borrowers may (i) borrow then unadvanced principal amounts under the Revolving Loanborrow, (ii) repay the Revolving Loan, in full or in part, without penalty other than the payment of any applicable Breakage Fee, and (iii) reborrow then unadvanced principal amounts under the Revolving Loanhereunder; provided, that, that notwithstanding the foregoing, no Lender shall not have any obligation to make Revolving Loan Advances Loans to Borrower the Borrowers in excess of the lesser of (i) the Maximum Revolving Loan Credit and (ii) the Borrowing Base and, if a Tangible Net Worth Trigger Event shall have occurred or in the event the obligation of Lender the Lenders to make Revolving Loan Advances Loans to Borrower is the Borrowers shall otherwise be terminated as permitted hereunder, no Lender shall not have any further obligation to make additional Revolving Loans hereunder.
(c) On the Effective Date, each Lender severally agrees, on the terms and subject to the conditions of this Loan Advances hereunderAgreement, to make a Loan to the Borrowers in an aggregate principal amount equal to the “Initial Advance Amount” set forth on Schedule 6 hereto in respect of such Lender, the proceeds of which Loans shall be applied as full and complete satisfaction of all amounts owing by the Borrowers under the Existing Loan Agreement. In no event Thereafter, to the extent that the principal amount of the initial Loan made by Concord, expressed as a percentage of the Initial Advance Amount, is greater than Concord’s Commitment Percentage, all subsequent advances of Loans shall a Revolving Loan Advance be made when any Default or Event solely by MSB, and all repayments of Default has occurred Loans shall be made solely to Concord, until such time as the aggregate unpaid principal amount of Loans made by each Lender, expressed as a percentage of the aggregate unpaid principal amount of all Loans outstanding hereunder, shall equal the Commitment Percentage of such Lender and, from and is continuingafter such time, all advances of Loans shall be made by, and all repayments of Loans shall be allocated to, the Lenders pro rata in accordance with their respective Commitment Percentages.
Appears in 1 contract
Loans. (a) Subject Until the Termination Date, subject to the fulfillment of the conditions precedent set forth in Sections 5.01 and 5.02 hereof, and provided that no Default shall have occurred and be continuing hereunder, Lender severally agrees to make on the terms and conditions of this Agreement (i) a term loan in the amount Agreement, each of the Maximum Term Loan Credit evidenced by Lenders, severally and not jointly with the Term Note other Lenders, agrees to make loans (collectively, the "TERM LOAN"), and a commercial revolving loan “Loans”) in an amount up U.S. dollars to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up not to but not exceeding the lesser of exceed such Lender’s Commitment. Loans shall be made on any Borrowing Date only (i) in the Maximum Credit minimum aggregate principal amount of $2,500,000 or in integral multiples of $1,000,000 in excess thereof, in the case of Eurodollar Loans, and in the minimum aggregate amount of $1,000,000 or in integral multiples of $100,000, in the case of ABR Loans and (ii) in a maximum aggregate principal amount not exceeding the Available Commitment (after giving effect to any repayments or prepayments and any other borrowings of Loans on such Borrowing Base as in effect from time to timeDate).
(b) On or about The Borrower acknowledges and confirms that on the date of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt ofRestatement Effective Date, the aggregate outstanding principal amount of the Term Loan in an amount equal to Loans is $60,000,000.00. On the Maximum Term Loan Credit. Once all or any portion of Restatement Effective Date, the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term Loan.
(c) Subject to the terms and conditions of this Agreement, Borrower may parties hereto hereby agree that (i) borrow then unadvanced principal the Commitments shall be as set forth on Schedule I and the portion of Loans outstanding shall be reallocated in accordance with such Commitments set forth on Schedule I and the requisite assignments shall be deemed to be made on the Restatement Effective Date in such amounts under by and between the Revolving LoanLenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by an applicable Assignment and Acceptance. Notwithstanding anything to the contrary in Section 10.03 or any other provision hereof, no other documents or instruments, including any Assignment and Acceptance, shall be executed in connection with these assignments (ii) repay the Revolving Loan, in full or in part, without penalty other than the payment all of any applicable Breakage Feewhich requirements are hereby waived), and (iii) reborrow then unadvanced principal amounts under such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Acceptance. On the Revolving Loan; providedRestatement Effective Date, thatthe Lenders shall make full cash settlement with each other either directly or through the Administrative Agent, notwithstanding as the foregoingAdministrative Agent may direct or approve, Lender with respect to all assignments, reallocations and other changes in Commitments such that after giving effect to such settlements, each Lender’s Pro Rata Share shall not have any obligation be as set forth on Schedule I. In addition, on the Restatement Effective Date, the Borrower shall pay to make Revolving Loan Advances to Borrower in excess the Administrative Agent, for the account of the Maximum Revolving Loan Credit andLenders, all losses, costs and expenses, if any, incurred as a result of the reallocations provided for in the event the obligation of Lender to make Revolving Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall a Revolving Loan Advance be made when any Default or Event of Default has occurred and is continuingthis Section.
Appears in 1 contract
Loans. (a) Subject to the fulfillment of the conditions precedent set forth in Sections 5.01 and 5.02 hereof, and provided that no Default shall have occurred and be continuing hereunder, Lender severally agrees to make on the terms and conditions of this Agreement (i) a term loan in the amount of the Maximum Term Loan Credit evidenced by the Term Note (the "TERM LOAN"), and a commercial revolving loan in an amount up to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit and (ii) the Borrowing Base as in effect from time to time.
(b) On or about the date of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the principal amount of the Term Loan in an amount equal to the Maximum Term Loan Credit. Once all or any portion of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term Loan.
(c) Subject to the terms and conditions hereof (including the satisfaction of the conditions set forth in Article 5), each Lender severally (and not jointly) agrees to make loans under this AgreementAgreement (each a “Loan” and, collectively with each other Loan of such Lender and/or with each Loan of each other Lender, the “Loans”) at any time and from time to time during the Commitment Period to the Borrower may in an aggregate amount which does not exceed the amount of such Lender’s Commitment, provided that, (i) borrow then unadvanced principal amounts under the Revolving Loanaggregate amount of Loans made to finance the CVS Share Repurchase shall not exceed $5,250,000,000 and there shall not be more than two Borrowing Dates with respect thereto, (ii) repay the Revolving Loan, in full or in part, without penalty other aggregate amount of Loans made to finance the Caremark Special Dividend shall not exceed $500,000,000 and there shall not be more than the payment of any applicable Breakage Fee, one Borrowing Date with respect thereto and (iii) reborrow then unadvanced principal amounts under any remaining Commitment that is not borrowed shall automatically expire on the Revolving Loan; provided, that, notwithstanding date that is the foregoing, Lender shall not have any obligation to make Revolving Loan Advances to Borrower in excess earlier of (x) the third Borrowing Date and (y) the last day of the Maximum Revolving Commitment Period. Once repaid, no Loan Credit andmay be reborrowed. At the option of the Borrower, indicated in the event the obligation of Lender to make Revolving Loan Advances to Borrower is terminated as permitted hereundera Borrowing Request, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall a Revolving Loan Advance Loans may be made when as ABR Advances or Eurodollar Advances.
(b) The aggregate outstanding principal balance of all Loans shall be due and payable on the Expiration Date.
(c) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender holding a Loan or Loans the then unpaid principal amount of such Loan or Loans on the Expiration Date, together with all accrued and unpaid interest, if any, and any Default or Event of Default has occurred and is continuingall amounts payable pursuant to Section 3.5.
Appears in 1 contract
Loans. (a) Subject to and upon the fulfillment terms and conditions herein set forth, each Lender having an Initial Term Loan Commitment severally agrees to make (or in the case of any Rollover Lender (as defined in the First Incremental Agreement) on the First Incremental Agreement Effective Date, be deemed to make) a loan or loans to the Borrower, which Initial Term Loans (i) shall not exceed, for any such Lender, the Initial Term Loan Commitment of such Lender, (ii) shall not exceed, in the aggregate, the Total Initial Term Loan Commitment, (iii) shall be made (x) in the case of Initial Term Loans made in respect of Initial Term Loan Commitments described in clause (a) of the conditions precedent set forth definition of Initial Term Loan Commitments, on the Closing Date, and (y) in Sections 5.01 the case of Initial Term Loans made in respect of Initial Term Loan Commitments described in clause (b) of the definition of Initial Term Loan Commitments, on the First Incremental Agreement Effective Date, (iv) shall be denominated in Dollars, (v) may, at the option of the Borrower, be Incurred and 5.02 maintained as, and/or converted into, ABR Loans or Eurodollar Loans; provided that all such Initial Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise provided herein, consist entirely of Initial Term Loans of the same Type and (vi) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed. On the Initial Term Loan Maturity Date, all outstanding Initial Term Loans shall be repaid in full.
(i) Subject to and provided that no Default shall have occurred upon the terms and be continuing hereunderconditions herein set forth, each Revolving Credit Lender severally agrees to make a loan or loans (each, a “Revolving Credit Loan”) to the Borrower in U.S. Dollars, which Revolving Credit Loans (A) shall not exceed, for any such Lender, the Revolving Credit Commitment of such Lender, (B) shall not, after giving pro forma effect thereto and to the application of the proceeds thereof, result in such Lender’s Revolving Credit Exposure at such time exceeding such Lender’s Revolving Credit Commitment at such time, (C) shall not, after giving pro forma effect thereto and to the application of the proceeds thereof, at any time result in the aggregate amount of all Lenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect, (D) shall be made at any time and from time to time on and after the Closing Date and prior to the Revolving Credit Maturity Date (provided that notwithstanding the foregoing, the aggregate amount of all Revolving Credit Loans made on the terms and conditions of this Agreement Closing Date shall not exceed the Initial Revolving Borrowing Amount), (iE) a term loan in may at the amount option of the Maximum Term Loan Borrower be Incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; provided that all Revolving Credit evidenced Loans made by each of the Term Note (the "TERM LOAN"), and a commercial revolving loan in an amount up Lenders pursuant to the Maximum same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Loan Credit evidenced by Loans of the same Type and (F) may be repaid and reborrowed in accordance with the provisions hereof.
(ii) On the Revolving Note (the "REVOLVING LOAN"). The Term Loan Credit Maturity Date, all outstanding Revolving Credit Loans shall be repaid in full and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans Credit Commitments shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit and (ii) the Borrowing Base as in effect from time to time.
(b) On or about the date of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the principal amount of the Term Loan in an amount equal to the Maximum Term Loan Credit. Once all or any portion of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term Loanterminate.
(c) Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Eurodollar Loan; provided that (i) any exercise of such option shall not affect the obligation of the Borrower to repay such Eurodollar Loan and (ii) in exercising such option, such Lender shall use its reasonable efforts to minimize any increased costs to the Borrower resulting therefrom (which obligation of the Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.10 shall apply).
(i) Subject to and upon the terms and conditions herein set forth, the Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Closing Date and prior to the Swingline Maturity Date, to make a loan or loans (each, a “Swingline Loan”) to the Borrower in U.S. Dollars, which Swingline Loans (A) shall be ABR Loans, (B) shall have the benefit of this Agreementthe provisions of Section 2.1(d)(ii), (C) shall not exceed at any time outstanding the Swingline Commitment, (D) shall not, after giving pro forma effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of all Lenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect, (E) may be repaid and reborrowed in accordance with the provisions hereof and (F) shall mature no later than the date ten Business Days after such Swingline Loan is made. On the Swingline Maturity Date, all outstanding Swingline Loans shall be repaid in full. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from either the Borrower may or the Administrative Agent stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (x) of rescission of all such notices from the party or parties originally delivering such notice, (y) of the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or (z) from the Administrative Agent that such Default or Event of Default is no longer continuing.
(ii) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Revolving Credit Lenders, with a copy to the Borrower, that all then-outstanding Swingline Loans shall be funded with a Borrowing of Revolving Credit Loans, in which case Revolving Credit Loans constituting ABR Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the same Business Day by all Revolving Credit Lenders pro rata based on each such Lender’s Revolving Credit Commitment Percentage, and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make such Revolving Credit Loans upon same Business Days’ notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender notwithstanding (i) borrow then unadvanced principal amounts under that the Revolving Loanamount of the Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) repay the Revolving Loanwhether any conditions specified in Section 7 are then satisfied, in full or in part, without penalty other than the payment of any applicable Breakage Fee, and (iii) reborrow then unadvanced principal amounts under the Revolving Loan; provided, that, notwithstanding the foregoing, Lender shall not have any obligation to make Revolving Loan Advances to Borrower in excess of the Maximum Revolving Loan Credit and, in the event the obligation of Lender to make Revolving Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall whether a Revolving Loan Advance be made when any Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing or (v) any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any Debtor Relief Law in respect of the Borrower), each Revolving Credit Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such participation of the outstanding Swingline Loans as shall be necessary to cause each such Lender to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal and interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to the Lender purchasing the same from and after such date of purchase.
(iii) The Borrower may, at any time and from time to time, designate as additional Swingline Lenders one or more applicable Revolving Credit Lenders that agree to serve in such capacity as provided below. The acceptance by a Revolving Credit Lender of an appointment as a Swingline Lender hereunder shall be evidenced by an agreement, which shall be in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, executed by the Borrower, the Administrative Agent and such designated Swingline Lender, and, from and after the effective date of such agreement, (i) such Revolving Credit Lender shall have all the rights and obligations of a Swingline Lender under this Agreement and (ii) references herein to the term “Swingline Lender” shall be deemed to include such Revolving Credit Lender in its capacity as a lender of Swingline Loans hereunder.
(iv) The Borrower may terminate the appointment of any Swingline Lender as a “Swingline Lender” hereunder by providing a written notice thereof to such Swingline Lender, with a copy to the Administrative Agent. Any such termination shall become effective upon the earlier of (i) the Swingline Lender’s acknowledging receipt of such notice and (ii) the fifth Business Day following the date of the delivery thereof; provided that no such termination shall become effective until and unless the Swingline Exposure of such Swingline Lender shall have been reduced to zero. Notwithstanding the effectiveness of any such termination, the terminated Swingline Lender shall remain a party hereto and shall continue to have all the rights of a Swingline Lender under this Agreement with respect to Swingline Loans made by it prior to such termination, but shall not make any additional Swingline Loans.
Appears in 1 contract
Sources: Credit Agreement (MultiPlan Corp)
Loans. (a) Subject to the fulfillment of the conditions precedent set forth in Sections 5.01 and 5.02 hereof, and provided that no Default shall have occurred and be continuing hereunder, Lender severally agrees to make on the terms and conditions of this Agreement (i) a term loan in the amount of the Maximum Term Loan Credit evidenced by the Term Note (the "TERM LOAN"), and a commercial revolving loan in an amount up to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit and (ii) the Borrowing Base as in effect from time to time.
(b) On or about the date of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the principal amount of the Term Loan in an amount equal to the Maximum Term Loan Credit. Once all or any portion of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term Loan.
(c) Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans to the Borrower in Agreed Currencies from time to time during the Availability Period in an aggregate principal amount that will not result in (a) subject to Sections 2.04 and 2.11(b), the Dollar Amount of this Agreementsuch Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Commitment, (b) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Revolving Credit Exposures of all Lenders exceeding the Aggregate Revolving Commitments or (c) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total outstanding principal amount of the Revolving Loans denominated in Foreign Currencies exceeding the Foreign Currency Sublimit. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans.
(b) Subject to the terms and conditions set forth herein, each Lender agrees to make a Term Loan to the Borrower in Dollars on the Effective Date in an amount not to exceed such Lender’s Applicable Percentage of the Term Facility. A Lender shall make its Term Loan to the Borrower by (i) borrow then unadvanced principal amounts continuing the portion of its term loan outstanding under the Revolving LoanExisting Credit Agreement immediately prior to the Effective Date (including pursuant to a cashless settlement mechanism approved by the Lead Administrative Agent and such Lender), and/or (ii) repay advancing additional amounts on the Revolving Loan, in full Effective Date that shall constitute all or in part, without penalty other than the payment a portion of any applicable Breakage Fee, and (iii) reborrow then unadvanced principal amounts under the Revolving Loan; provided, that, notwithstanding the foregoing, Lender shall not have any obligation to make Revolving its Term Loan Advances to Borrower in excess of the Maximum Revolving Loan Credit and, in the event the obligation of Lender to make Revolving Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall a Revolving Loan Advance Term Loans repaid or prepaid may not be made when any Default or Event of Default has occurred and is continuingreborrowed.
Appears in 1 contract
Sources: Credit Agreement (Intuit Inc)
Loans. (a) Subject to the fulfillment of the conditions precedent set forth in Sections 5.01 and 5.02 hereofEach Bank severally agrees, and provided that no Default shall have occurred and be continuing hereunder, Lender severally agrees to make on the terms and conditions of this Agreement (i) a term loan in the amount of the Maximum Term Loan Credit evidenced by the Term Note (the "TERM LOAN")Agreement, and a commercial revolving loan in an amount up to make loans to the Maximum Revolving Loan Credit evidenced by Company in Dollars during the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollars, period from and including the Amendment Effective Date to and but not including the Maturity Revolving Credit Commitment Termination Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser amount of (i) such Bank’s Revolving Loan Commitment Percentage as in effect from time to time of the Maximum Credit and (ii) aggregate amount of the Borrowing Base 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 or about 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 AgreementAgreement 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 has made and fully advanced hereunder with a Revolving Loan Commitment equal to Borrowerat least $10,000,000;
(ii) the New Bank shall have purchased from each other Bank, and Borrower hereby acknowledges receipt ofeffective 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 of thereof) in the Term Loan in an amount equal 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 Maximum Term Loan Credit. Once all or any portion of foregoing clause (ii) were being prepaid; and
(iv) no Default shall be continuing on the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term LoanEffective Date.
(c) Subject to the terms and conditions of this Agreement, Borrower the Revolving Loan Commitments may be utilized, upon the request of the Company to the 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 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 $10,000,000 (the “Swing Line Commitment”). Subject to the 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) borrow the aggregate outstanding principal amount of all Swing Line Loans would exceed the then unadvanced principal amounts under 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 Revolving LoanLoan Commitments as in effect from time to time and (y) the Borrowing Base. If (i) any Swing Line Loan shall be outstanding for more than five consecutive Business Days, (ii) repay any Swing Line Loan is or will be outstanding on a date when the Company requests that a Revolving LoanLoan be made, in full or in part(iii) any Default shall occur and be continuing, without penalty then each Bank (other than the payment 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 (which shall initially be funded as a Base Rate Loan) in an amount equal to such Bank’s Revolving Loan Commitment Percentage of the aggregate principal amount of all such Swing Line Loans then outstanding (such outstanding Swing Line Loans hereinafter referred to as the “Refunded Swing Line Loans”). 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 funds shall be applied by the Swing Line Bank to repay the Refunded Swing Line Loans. In connection with the Refunded Swing Line Loans, the Swing Line Bank shall be deemed to have made Revolving Loans in an amount equal to the Swing Line Bank’s Revolving Loan Commitment Percentage of the 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 applicable Breakage FeeRevolving Loans pursuant to this paragraph, the amount so funded shall 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 case of the 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 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) reborrow then unadvanced principal amounts under any adverse change in the Revolving 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; provided(v) any breach of any Basic Document by any Person; or (vi) any other circumstance, thathappening or event whatsoever, notwithstanding the foregoing, Lender shall whether or not have similar to any obligation to make Revolving Loan Advances to Borrower in excess of the Maximum Revolving Loan Credit andforegoing (and if, in as a result of the event the obligation occurrence of Lender to make Revolving Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall a Revolving Loan Advance be made when any Default or Event of Default has occurred and is continuingdescribed in clauses (f) or (g) of Section 9 with respect to the 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 Swing Line Bank an amount equal to each Revolving Loan otherwise required to be made by it pursuant to this Section in payment for the participation in the related Swing Line Loan purchased by such Bank pursuant to the foregoing clause (c)).
Appears in 1 contract
Loans. (a) Subject to the fulfillment of the conditions precedent set forth in Sections 5.01 and 5.02 hereof, and provided that no Default shall have occurred and be continuing hereunder, Lender severally agrees to make on the terms and conditions of this Agreement (i) a term loan in the amount of the Maximum Term Loan Credit evidenced by the Term Note (the "TERM LOAN"), and a commercial revolving loan in an amount up to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit and (ii) the Borrowing Base as in effect from time to time.
(b) On or about the date of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the principal amount of the Term Loan in an amount equal to the Maximum Term Loan Credit. Once all or any portion of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term Loan.
(c) Subject to the terms and conditions set forth herein and in the Ancillary Agreements, Laurus may make revolving loans (the "Loans") to Company and Eligible Subsidiaries from time to time during 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 amount equal to (I) the Accounts Availability plus (II) the Inventory Availability, minus (III) the Reserves. The amount derived at any time from Section 2(a)(i)(y)(I) plus Section 2(a)(i)(y)(II) minus 2(a)(i)(y)(III) shall be referred to as the "Formula Amount". Company and each Eligible Subsidiary shall jointly and severally execute and deliver to Laurus on the Closing Date a Minimum Borrowing Note and a Revolving Note evidencing the Loans funded on the Closing Date. From time to time thereafter, Company and each Eligible Subsidiary shall jointly and severally execute and deliver to Laurus immediately prior to the final funding of each additional $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 Company and each Eligible Subsidiary to Laurus on the Closing Date. Notwithstanding anything herein to the contrary, whenever during the Term the outstanding balance on the Revolving Note should equal or exceed $1,000,000 to the extent that the outstanding balance on the Minimum Borrowing Note shall be less than $1,000,000 (the difference of $1,000,000 less the actual balance of the Minimum Borrowing Note, the "Available Minimum Borrowing"), such portion of the balance of the Revolving Note as shall equal the Available Minimum Borrowing shall be deemed to be simultaneously extinguished on the Revolving Note and transferred to, and evidenced by, the Minimum Borrowing Note.
(ii) Notwithstanding the limitations set forth above, if requested by Company and/or the Eligible Subsidiaries, Laurus retains the right to lend to Company and the Eligible Subsidiaries from time to time such amounts in excess of such limitations as Laurus may determine in its sole discretion. If Laurus decides, in its sole discretion, to lend such amounts in excess of such limitations, the lending of such amounts shall not, on its own, cause the occurrence of an Event of Default.
(iii) Each of Company and the Eligible Subsidiaries acknowledge that the exercise of Laurus' discretionary rights hereunder (which shall be exercised by Laurus in good faith and in its commercially reasonable discretion) 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 and each of Company and the Eligible Subsidiaries hereby consent to any such increases or decreases which may limit or restrict advances requested by Company.
(iv) If any interest, fees, costs or charges payable to Laurus hereunder are not paid when due, each of Company and the Eligible Subsidiaries shall thereby be deemed to have requested, and Laurus is hereby authorized at its discretion to make and charge to Company's and the Eligible Subsidiaries' account, a Loan as of such date in an amount equal to such unpaid interest, fees, costs or charges.
(v) If Company or any Eligible Subsidiary at any time fails to perform or observe any of the covenants contained in this Agreement or any Ancillary Agreement, following any applicable notice and grace periods, if any, Laurus may, but need not, perform or observe such covenant on behalf and in the name, place and stead of Company and/or such Eligible Subsidiary (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). Laurus shall provide written notice to Company specifying all actions taken by Laurus under the immediately preceding sentence. 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 Company's and the Eligible Subsidiaries' account as a Loan and added to the Obligations. To facilitate Laurus' performance or observance of such covenants of Company and each Eligible Subsidiary, Company and each Eligible Subsidiary hereby irrevocably appoint Laurus, or Laurus' delegate, acting alone, as its 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 it 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 it. Laurus shall provide written notice to Company specifying all actions taken by Laurus under the immediately preceding sentence.
(vi) Laurus will account to Company monthly with a statement of all Loans and other advances, charges and payments made pursuant to this Agreement, Borrower and such account rendered by Laurus shall be deemed final, binding and conclusive unless Laurus is notified by Company in writing to the contrary within thirty (30) days of the date each account was rendered specifying the item or items to which objection is made.
(vii) During the Term, Company and each Eligible Subsidiary may borrow and prepay Loans in accordance with the terms and conditions hereof.
(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, dispute, contingency, set-off, or counterclaim with respect to any Eligible Account, (a "Delinquent Account"), each of Company and the Eligible Subsidiaries shall (i) borrow then unadvanced principal amounts under reimburse Laurus for the Revolving Loan, amount of the Loans made with respect to such Delinquent Account plus an adjustment fee in an amount equal to one-half of one percent (0.50%) of the gross face amount of such Eligible Account or (ii) repay immediately replace such Delinquent Account with an otherwise Eligible Account.
(b) Following the Revolving Loan, in full or in part, without penalty other than the payment occurrence of any applicable Breakage Fee, and (iii) reborrow then unadvanced principal amounts under the Revolving Loan; provided, that, notwithstanding the foregoing, Lender shall not have any obligation to make Revolving Loan Advances to Borrower in excess of the Maximum Revolving Loan Credit and, in the event the obligation of Lender to make Revolving Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall a Revolving Loan Advance be made when any Default or an Event of Default has occurred which continues to exist, Laurus may, at its option, elect to convert the credit facility contemplated hereby to an accounts receivable purchase facility. Upon such election by Laurus (subsequent notice of which Laurus shall provide to Company and is continuingthe Eligible Subsidiaries), Company and the Eligible Subsidiaries shall be deemed to hereby have sold, assigned, transferred, conveyed and delivered to Laurus, and Laurus shall be deemed to have purchased and received from Company and each Eligible Subsidiary, all right, title and interest of Company and each Eligible Subsidiary in and to all Accounts which shall at any time constitute Eligible Accounts (the "Receivables Purchase"). All outstanding Loans hereunder shall be deemed obligations under such accounts receivable purchase facility. The conversion to an accounts receivable purchase facility in accordance with the terms hereof shall not be deemed an exercise by Laurus of its secured creditor rights under Article 9 of the UCC. Immediately following Laurus' request, Company and each Eligible Subsidiary shall execute all such further documentation as may be required by Laurus to more fully set forth the accounts receivable purchase facility herein contemplated, including, without limitation, Laurus' standard form of accounts receivable purchase agreement and account debtor notification letters, but Company's or any Eligible Subsidiary's failure to enter into any such documentation shall not impair or affect the Receivables Purchase in any manner whatsoever.
Appears in 1 contract
Loans. (a) Subject to the fulfillment of the terms and conditions precedent set forth in Sections 5.01 and 5.02 hereof, and provided that no Default shall have occurred and be continuing hereunder, each Lender severally agrees from time to time during the Commitment Period to make revolving credit loans to one or more of the Core Currency Borrowers in the respective Applicable 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, however, that immediately after giving effect thereto, (i) the Aggregate Credit Exposure shall not exceed the Aggregate Commitments, and (ii) with respect to each Lender, (I) the aggregate principal amount of all Revolving Loans then outstanding from such Lender (determined on the basis of the Dollar Equivalent for each outstanding Alternate Currency Revolving Loan), plus (II) the aggregate principal amount of all Individual Currency Loans then outstanding from such Lender (determined on the basis of the Dollar Equivalent of each such Individual Currency Loan), plus (III) the SL/LC Credit Exposure of such Lender, shall not exceed such Lender's Commitment. During the Commitment Period, the Core Currency Borrowers may borrow, prepay in whole or in part and reborrow Revolving Loans under the Aggregate Commitments, all in accordance with the terms and conditions of this Agreement (i) a term loan in the amount of the Maximum Term Loan Credit evidenced by the Term Note (the "TERM LOAN"), and a commercial revolving loan in an amount up to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit and (ii) the Borrowing Base as in effect from time to timeAgreement.
(b) On Subject to the terms and conditions hereof, Revolving Loans, (i) if to be made in Dollars (each a "Dollar Revolving Loan" and, collectively, the "Dollar Revolving Loans"), shall be made to one or about more Domestic Borrowers and shall, at the date option of this Agreementsuch Domestic Borrowers, Lender has be either ABR Advances or Eurodollar Advances, (ii) if to be made and fully advanced in French Francs, shall be made to the French Borrower, (iii) if to be made in German Marks, shall be made to the German Borrower, (iv) if to be made in Japanese Yen, shall be made to the Japanese Borrower, and Borrower hereby acknowledges receipt of(v) if to be made in Sterling Pounds, the principal amount of the Term Loan in an amount equal shall be made to the Maximum Term Loan CreditSterling Borrower. Once The Revolving Loans, together with all or any portion of accrued and unpaid interest thereon, shall mature and be due and payable in the principal amount of Applicable Currency on the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term LoanMaturity Date.
(c) Subject to and upon the terms and conditions set forth herein, the Swing Line Lender in its individual capacity agrees to make at any time and from time to time during the Swing Line Commitment Period, a loan or loans (each a "Swing Line Loan" and, collectively, the "Swing Line Loans") to one or more of the Swing Line Borrowers, which Swing Line Loans (i) shall, at the option of the applicable Swing Line Borrower, be made and maintained as Dollar Swing Line Loans or Alternate Currency Swing Line Loans in an Available Alte▇▇▇▇▇
(d) On any Business Day, the Swing Line Lender may, in its sole discretion, give notice to the Lenders and the Parent (on behalf of all Swing Line Borrowers) that its outstanding Swing Line Loans shall be funded with a borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Sections 9.1(g) or (h)), in which case one or more borrowings of Revolving Loans constituting ABR Advances (or constituting one or more Eurodollar Advances specified by the Parent in accordance with Section 2.3(a)) or Alternate Currency Revolving Loans with a one month Euro Interest Period (or such other Euro Interest Period(s) specified - 38 - 45 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 all Lenders pro rata based on each such Lender's Availability Percentage immediately prior thereto but after giving effect to any prepayment of Revolving Loans, Individual Currency Loans, or Swing Line Loans, or any payment of reimbursement obligations in respect of the Letters of Credit, to be made simultaneously therewith, and the proceeds thereof shall be applied directly to the Swing Line Lender to repay the Swing Line Lender for such outstanding Swing Line Loans. Each Lender hereby irrevocably agrees to make Revolving Loans in Dollars or the Applicable Currency, as the case may be, pursuant to each Mandatory Borrowing in respect of any Swing Line Loan in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swing Line Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Loans otherwise required hereunder, (ii) whether any conditions specified in Sections 5 and 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 (determined on the basis of the Dollar Equivalent of each outstanding Alternate Currency Loan), (vi) the Aggregate Credit Exposure at such time and (vii) the amount of the Aggregate Commitments at such time, provided that no Non-Swing Loan Event shall have occurred and be continuing with respect to such Swing Line Loan. 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 commencement of any proceeding referred to in Sections 9.1(g) or (h)) then each Lender hereby 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 Swing Line 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 Availability Percentages at such time, provided that no Non-Swing Loan Event shall have occurred and be continuing with respect to such Swing Line Loan, and provided further 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(d).
(e) 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 Period a loan or loans under one or more of its Individual Currency Commitments (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") to one or more of the applicable Non-Core Currency Borrowers in the respective Applicable Currencies, provided, however, that immediately after giving effect thereto:
(i) the Aggregate Credit Exposure shall not exceed the Aggregate Commitments,
(ii) the Aggregate Credit Exposure attributable to all Loans and Letters of Credit designated in Non-Core Currencies shall not exceed $60,000,000,
(iii) with respect to any Applicable Currency, (x) the aggregate principal amount of the Individual Currency Loans of such Lender designated in such Applicable Currency shall not exceed such Lender's Individual Currency Commitment for such Applicable Currency and (y) the sum of the aggregate principal amount of the Individual Currency Loans of all Lenders in such Applicable Currency and the Letter of Credit Exposure attributable to all Letters of Credit issued in such Applicable Currency (determined on the basis of the Dollar Equivalent of each such Individual Currency Loan and each such Letter of Credit) shall not exceed $5,000,000, and
(iv) with respect to each Lender (x) the aggregate principal amount of all Individual Currency Loans then outstanding from such Lender (determined on the basis of the Dollar Equivalent of each such Individual Currency Loan), plus (y) the aggregate principal amount of all Revolving Loans then outstanding from such Lender (determined on the basis of the Dollar Equivalent for each outstanding Alternate Currency Revolving Loan), plus (z) the SL/LC Credit Exposure of such Lender, shall not exceed such Lender's Commitment. During the Commitment Period, the Non-Core Currency Borrowers may borrow, prepay in whole or in part and reborrow Individual Currency Loans under the Aggregate Individual Currency Commitments, all in accordance with the terms and conditions of this Agreement.
(f) Subject to the terms and conditions hereof, Borrower may Individual Currency Loans, (i) borrow then unadvanced principal amounts under if to be made in Australian Dollars, shall be made to the Revolving LoanAustralian Borrower, (ii) repay if to be made in Canadian Dollars, shall be made to the Revolving LoanCanadian Borrower, (iii) if to be made in full or Hong Kong Dollars, shall be made to the Hong Kong Borrower, (iv) if to be made in partItalian Lira, without penalty other than shall be made to the payment of any applicable Breakage FeeItalian Borrower, (v) if to be made in Korean Won, shall be made to the Korean Borrower, (vi) if to be made in Malaysian Ringgit, shall be made to the Malaysian Borrower, (vii) if to be made in Mexican Pesos, shall be made to the Mexican Borrower, (viii) if to be made in Philippine Pesos, shall be made to the Philippine Borrower, (ix) if to be made in Singaporean Dollars, shall be made to the Singaporean Borrower, (x) if to be made in Swiss Francs, shall be made to the Swiss Borrower, (xi) if to be made in New Taiwan Dollars, shall be made to the Taiwanese Borrower, and (iiixii) reborrow then unadvanced principal amounts under if to be made in Thai Baht, shall be made to the Revolving Loan; provided, that, notwithstanding Thai Borrower. Each Individual Currency Loan shall be due and payable on the foregoing, Lender shall not have any obligation to make Revolving Loan Advances to Borrower in excess earlier of (x) the last day of the Maximum Revolving Loan Credit and, in Individual Currency Interest Period applicable thereto and (y) the event the obligation of Lender to make Revolving Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall a Revolving Loan Advance be made when any Default or Event of Default has occurred and is continuingMaturity Date.
Appears in 1 contract
Sources: Credit Agreement (Tiffany & Co)
Loans. (a) Subject On the terms and subject to the fulfillment of the conditions precedent set forth in Sections 5.01 and 5.02 hereofthis Agreement, and provided that no Default shall have occurred and be continuing hereunder, each Revolving Lender severally hereby agrees to make advances to or on behalf of the Borrower (individually, a “Revolving Loan” and collectively the “Revolving Loans”) from time to time on any date (each such date on which a Loan is made, an “Loan Date”) during 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 terms and conditions of this Agreement (i) a term loan in the amount last day of the Maximum Term Loan Credit evidenced by Revolving Period to reduce the Term Note (the "TERM LOAN"), and a commercial revolving loan in an amount up Exposure Amount Shortfall to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN")zero. The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". 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 in Dollars(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 and including the Effective Date to and including until the Maturity Date Term Commitment Termination Date, in each case, in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit such Term Lender’s Term Commitment and (ii) the Borrowing Base as in effect from time to time.
(b) On or about the date of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt ofall Term Lenders, the principal amount of Total Term Commitment at such time. The Multicurrency Loans shall be made solely by the Term Loan in an amount equal to the Maximum Term Loan Credit. Once all or any portion of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, Multicurrency Lenders and the Maximum Term Loan Credit Dollar Loans shall automatically be reduced made solely by the amount of such repayment or prepayment of principal under the Term LoanDollar Lenders, in each case in accordance with Section 2.2(d).
(c) Under no circumstances shall any Lender make a Revolving Loan if, after giving effect to such Loan and any purchase of Eligible Collateral Obligations in connection therewith, (i) an Unmatured Event of Default or an Event of Default would exist, (ii) if immediately after giving effect thereto, a Borrowing Base Deficiency would exist, (iii) the Loans outstanding (using the Applicable Conversion Rate) would exceed the Facility Amount, (iv) the Foreign Currency Loan Amount would exceed the Foreign Currency Sublimit on such day or (v) a violation of Applicable Law would occur. Subject to the terms and conditions of this Agreement, during the Revolving Period, the Borrower may borrow, reborrow, repay and prepay (isubject to the provisions of Section 2.4) borrow then unadvanced principal amounts under the one or more Revolving Loan, (ii) repay the Revolving Loan, in full or in part, without penalty other than the payment of any applicable Breakage Fee, and (iii) reborrow then unadvanced principal amounts under the Revolving Loan; provided, that, notwithstanding the foregoing, Lender shall not have any obligation to make Revolving Loan Advances to Borrower in excess of the Maximum Revolving Loan Credit and, in the event the obligation of Lender to make Revolving Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall a Revolving Loan Advance be made when any Default or Event of Default has occurred and is continuingLoans.
Appears in 1 contract
Sources: Loan and Servicing Agreement (Ares Strategic Income Fund)
Loans. The Borrower may borrow amounts under this Agreement in any amount requested by the Borrower (aeach such borrowing, a “Loan”; together with each other Loan, the “Loans”) Subject during the Availability Period; provided, that (i) the aggregate principal amount of all Loans made hereunder plus the aggregate principal amount of all loans made under the Corporate Claim Trust Loan Agreement shall not exceed the Maximum Loan Amount at any time, (ii) the proceeds of all Loans shall be used solely in furtherance of the Trust Purpose (including, but not limited to, for the avoidance of doubt, to fund and/or reimburse any of the fees, costs and expenses of the professionals retained by the Borrower in connection therewith), (iii) no borrowing request hereunder shall request Loans in an amount that would exceed the Available Amount at such time and (iv) if, after giving effect to the fulfillment making of a Loan, the conditions precedent set forth in Sections 5.01 and 5.02 hereof, and provided that no Default shall have occurred and be continuing hereunder, Lender severally agrees to make on the terms and conditions aggregate principal amount of Loans made under this Agreement (iincluding such Loan requested) a term loan plus the aggregate principal amount of all loans made under the Corporate Claim Trust Loan Agreement, in each case, as of the date of such Loan, would exceed the Maximum Loan Amount, then the amount of the Maximum Term requested Loan Credit evidenced shall be automatically reduced to the Available Amount at such time (for the avoidance of doubt, no Loans may be requested or funded until $13,000,000 has been contributed to the Trusts by the Term Note Lender pursuant to Article V.F and Article V.G of the Plan (the "TERM LOAN"), and a commercial revolving loan in an amount up to the Maximum Revolving “Non Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan Contribution”) and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit and (ii) the Borrowing Base as in effect from time to time.
(b) On or about the date of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the principal entire amount of the Term Non Loan Contribution has been used by the Trusts in an amount equal to the Maximum Term Loan Credit. Once all or any portion furtherance of the principal amount of Trust Purpose and/or the Term Loan is trust purpose under the Corporate Claim Trust Agreement, as applicable). Loans borrowed hereunder and prepaid or repaid at any time by Borrower, said principal amount of the Term Loan may not be rereborrowed. 1930345.02-advanced to or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term Loan.
(c) Subject to the terms and conditions of this Agreement, Borrower may (i) borrow then unadvanced principal amounts under the Revolving Loan, (ii) repay the Revolving Loan, in full or in part, without penalty other than the payment of any applicable Breakage Fee, and (iii) reborrow then unadvanced principal amounts under the Revolving Loan; provided, that, notwithstanding the foregoing, Lender shall not have any obligation to make Revolving Loan Advances to Borrower in excess of the Maximum Revolving Loan Credit and, in the event the obligation of Lender to make Revolving Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall a Revolving Loan Advance be made when any Default or Event of Default has occurred and is continuing.NYCSR07A - MSW
Appears in 1 contract
Sources: Loan Agreement
Loans. (a) Subject to the fulfillment of the conditions precedent set forth in Sections 5.01 and 5.02 hereof, and provided that no Default shall have occurred and be continuing hereunder, Lender severally agrees to make on the terms and conditions of this Agreement (i) a term loan in the amount of the Maximum Term Loan Credit evidenced by the Term Note (the "TERM LOAN"), and a commercial revolving loan in an amount up to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANSLoans". The Loans shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit and (ii) the Borrowing Base as in effect from time to time.
(b) On or about the date of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the principal amount of the Term Loan in an amount equal to the Maximum Term Loan Credit. Once all or any portion of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term Loan.
(c) Subject to the terms and conditions of this Agreement, Borrower may (i) borrow then unadvanced principal amounts under the Revolving Loan, (ii) repay the Revolving Loan, in full or in part, without penalty other than the payment of any applicable Breakage Fee, and (iii) reborrow then unadvanced principal amounts under the Revolving Loan; provided, that, notwithstanding the foregoing, Lender shall not have any obligation to make Revolving Loan Advances to Borrower in excess of the Maximum Revolving Loan Credit and, in the event the obligation of Lender to make Revolving Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall a Revolving Loan Advance be made when any Default or Event of Default has occurred and is continuing.
Appears in 1 contract
Sources: Master Loan and Security Agreement (American Strategic Income Portfolio Inc Iii)
Loans. The unpaid balance of Advances under the Revolving Credit ----- (a) Subject to including, without limitation, all unreimbursed draws on Letters of Credit, unless expressly stated otherwise). Loan Documents - This Agreement, the fulfillment of the conditions precedent set forth in Sections 5.01 and 5.02 hereofRevolving Credit Note, and provided that no Default shall have occurred all -------------- agreements, instruments and be continuing hereunder, Lender severally agrees documents executed and/or delivered from time to make on the terms and conditions of time pursuant to this Agreement (i) a term loan or in the amount of the Maximum Term Loan Credit evidenced by the Term Note (the "TERM LOAN")connection therewith, and a commercial revolving loan in an amount up to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit and (ii) the Borrowing Base as in effect amended or replaced from time to time.
. Lockbox Agreement - That certain Lockbox Agreement(s) between Borrower and ----------------- Lender executed and delivered by Borrowers to Lender as it or they may be amended, supplemented or replaced from time to time. Lockbox - Section 2.3(b). ------- Log Report - That certain weekly report prepared by Borrowers reflecting ---------- the status of work performed (but not yet billed) by Borrowers on current projects and to include, at a minimum, the amount of time spent per project since the date of the last report, the rate at which each component of time is to be billed and the projected amount to be billed for such work performed reflected by such report. Material Adverse Effect - Any fact, circumstance, event or condition ----------------------- causing or likely to cause a material adverse effect on (a) the financial condition, assets, operating status or projected financial condition (i) of TWI or (ii) all Borrowers taken as a whole, (b) On the ability of Borrowers to perform their obligations under this Agreement or about under any Loan Document, or (c) the ability of Lender to enforce the rights purported to be granted to them under this Agreement or any Loan Document. Maturity Date - Four (4) years from the date hereof. ------------- Net Income - For any period, the net earnings (or loss) after taxes of ---------- Borrowers for such period less extraordinary gains plus extraordinary non-cash ---- ---- losses, as such would appear on a statement of income of Borrowers, prepared in accordance with GAAP. Obligations - All existing and future liabilities and obligations of every ----------- kind or nature at any time owing by any Borrower or Borrowers (jointly or severally) to Lender in connection with the Loan Documents (including, without limitation, this Agreement, Lender has made the Revolving Credit Note) and fully advanced the transactions contemplated hereby and thereby or administration thereof, whether joint or several, related or unrelated, primary or secondary, matured or contingent, direct or indirect, due or to Borrowerbecome due, and Borrower hereby acknowledges receipt ofwhether principal, the principal amount interest, fees or Expenses, including, without limitation, Obligations in respect of the Term Loan Revolving Credit whether related to cash Advances or Letters of Credit (whether drawn or undrawn) and any extensions, modifications, substitutions, increases and renewals thereof, and the payment of all reasonable amounts advanced by Lender to preserve, protect and enforce rights hereunder and in an amount equal to the Maximum Term Loan CreditCollateral and all Expenses incurred in connection therewith and herewith. Once all or any portion of Overadvances - Any amounts by which the principal amount of the Term Loan is repaid outstanding Loans at any time ------------ exceed the Borrowing Base. PBGC - Section 6.6. ---- Permitted Liens - Section 7.3. --------------- Person - An individual, partnership, corporation, trust, unincorporated ------ association or organization, joint venture, limited liability company or partnership, or any other entity. Potential Default - An event which with the passage of time, the giving of ----------------- notice, or both would constitute an Event of Default. Prime Rate - That per annum rate designated or announced by BorrowerLender at its ---------- principal office from time to time as its prime rate of interest, said principal which may be greater or less than other interest rates charged by Lender to other borrowers and is not solely based or dependent upon the interest rate which Lender may charge any particular borrower or class of borrowers. Projected Weekly ▇▇▇▇▇▇▇▇ - The number(s) representing the projected amount ------------------------- to be billed shown on the weekly Log Report provided to Lender, the inclusion of which is deemed a representation by Borrower that such amount would meet all of the Term Loan may not be re-advanced to or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount specifications of such repayment or prepayment of principal under the Term Loan.
(c) Subject to the terms and conditions of this Agreement, Borrower may (i) borrow then unadvanced principal amounts under the Revolving Loan, (ii) repay the Revolving Loan, in full or in part, without penalty an Eligible Account other than the payment existence of an invoice. Projected Monthly ▇▇▇▇▇▇▇▇ - Ninety percent (90%) of the sum of -------------------------- Projected Weekly ▇▇▇▇▇▇▇▇ for and only for the then current calendar month, minus the Concentration Reserve. ----- Property - Any interest in any applicable Breakage Feekind of property or asset, whether real, -------- personal or mixed, or tangible or intangible. Regulation D - Regulation D of the Board of Governors of the Federal ------------ Reserve System, comprising Part 204 of Title 12, Code of Federal Regulations, as amended, and (iii) reborrow then unadvanced principal amounts under the Revolving Loan; provided, that, notwithstanding the foregoing, Lender shall not have any obligation to make Revolving Loan Advances to Borrower in excess of the Maximum Revolving Loan Credit and, in the event the obligation of Lender to make Revolving Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall a Revolving Loan Advance be made when any Default or Event of Default has occurred and is continuingsuccessor thereto.
Appears in 1 contract
Sources: Loan and Security Agreement (Telespectrum Worldwide Inc)
Loans. (a) Subject to the fulfillment of the conditions precedent set forth in Sections 5.01 and 5.02 hereof, and provided that no Default shall have occurred and be continuing hereunder, Lender severally agrees to make on the terms and conditions of this Agreement (i) a term loan in the amount of the Maximum Term Loan Credit evidenced by the Term Note (the "TERM LOAN"), and a commercial revolving loan in an amount up to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit and (ii) the Borrowing Base as in effect from time to time.
(b) On or about the date of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the principal amount of the Term Loan in an amount equal to the Maximum Term Loan Credit. Once all or any portion of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term Loan.
(c) Subject to the terms and conditions set forth herein (including, without limitation, the applicable conditions set forth in Sections 4.02, 4.03 and 4.04 of this Agreement, as applicable), each Lender severally agrees to make loans (each such loan, a “Loan”) to the Borrower may from time to time, (i) on any Business Day during the Funding Period with respect to a Proposed Loan Asset approved by the Administrative Agent and the Required Lenders in accordance with Section 2.01(b), and (ii) on any Business Day from the Closing Date until the Maturity Date in respect of (x) a Future Funding Amount or (y) the Excess Borrowing Base Capacity of a Pledged Asset, in each case, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, that the Borrower shall not request more than one Borrowing of each type described in clauses (i), (ii)(x) or (ii)(y) with respect to any single Pledged Asset in any calendar month; provided further that after giving effect to any Borrowing, (a) the Total Outstandings shall not exceed the Maximum Available Amount, (b) the Credit Exposure of any Lender shall not exceed such Lender’s Commitment, and (c) the Pledged Asset Total Outstandings with respect to each Pledged Asset shall not exceed the Borrowing Base Amount with respect to such Pledged Asset; provided further that on or after the first anniversary of the Closing Date, the Loans shall be subject to the following concentration limits (collectively, the “Concentration Limits”): (1) the aggregate outstanding principal amount of all Loans made with respect to Pledged Assets that constitute loans secured by lodging properties shall not at any time exceed 25% of the Facility Amount (calculated without giving effect to any Maturity Extension Reduction), (2) the aggregate outstanding principal amount of all Loans made with respect to Pledged Assets that constitute loans secured by any single type of property other than a lodging property shall not at any time exceed 75% of the Facility Amount (calculated without giving effect to any Maturity Extension Reduction) and (3) the Pledged Asset Total Outstandings with respect to any single Pledged Asset shall not at any time exceed 40% of the Facility Amount (calculated without giving effect to any Maturity Extension Reduction). Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow then unadvanced principal amounts under this Section 2.01, prepay under Section 2.03, and reborrow under this Section 2.01.
(b) The Administrative Agent and the Revolving LoanLenders shall have the right to review each Proposed Loan Asset and to conduct its own due diligence investigation of such Proposed Loan Asset as the Administrative Agent or such Lender determines in its sole and absolute discretion, which due diligence investigation the Administrative Agent and each Lender shall endeavor to complete within ten Business Days of receipt from the Borrower of a Pledge Proposal, the complete Due Diligence Package and such other information as may reasonably be requested by the Administrative Agent, or any Lender through the Administrative Agent, with respect to such Proposed Loan Asset. Each Pledge Proposal shall specify (i) the Mortgagor’s name, (ii) repay the Revolving LoanBorrower’s case/loan number, in full (iii) the expected date of the Borrowing with respect to such Proposed Loan Asset, (iv) the amount of the Mortgage Note, Mezzanine Note or in partParticipation Certificate, without penalty other than as applicable (v) the payment name, street address, email address, telephone number and telecopier number of any applicable Breakage Feethe title company and settlement attorney and contact person who will be responsible for custody of closing documents and delivery of required items to the Administrative Agent and the Custodian, as applicable, and (iiivi) reborrow then unadvanced principal amounts under the Revolving Loan; providedname of the holder of the original Mortgage Note, thatMezzanine Note or Participation Certificate, notwithstanding as applicable. In addition, if the foregoingloan documents for such Proposed Loan Asset require the Borrower to fund future advances to the Mortgagor, Lender the Borrower shall not have any obligation include in the Pledge Proposal a request that the Required Lenders agree to fund the Future Funding Amount. The Administrative Agent and the Required Lenders shall be entitled to make Revolving Loan Advances to Borrower in excess of the Maximum Revolving Loan Credit anda determination, in their sole and absolute discretion, whether any Proposed Loan Asset qualifies as an Eligible Loan Asset or whether to reject such Proposed Loan Asset. If the event Administrative Agent and the obligation Required Lenders approve of Lender such Proposed Loan Asset as an Eligible Loan Asset, the Administrative Agent shall promptly deliver to make Revolving the Borrower a proposed Confirmation Statement. The Administrative Agent’s failure to deliver a proposed Confirmation Statement to the Borrower within 15 Business Days of receipt of a Pledge Proposal and Due Diligence Package, shall be deemed to be a rejection of such Proposed Loan Advances to Asset, unless the Administrative Agent and the Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall a Revolving Loan Advance be made when any Default or Event of Default has occurred and is continuingagree otherwise in writing.
Appears in 1 contract
Loans. (a) Subject to and upon the fulfillment terms and conditions herein set forth, each Lender having an Initial Term Loan Commitment severally agrees to make a loan or loans (each, an “Initial Term Loan”) to the Borrower, which Initial Term Loans (A) shall not exceed, for any such Lender, the Initial Term Loan Commitment of such Lender, (B) shall not exceed, in the aggregate, the Total Initial Term Loan Commitment, (C) shall be denominated in Dollars, (E) may, at the option of the Borrower, be Incurred and maintained as, and/or converted into, ABR Loans or Term SOFR Loans; provided that all such Initial Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise provided herein, consist entirely of Initial Term Loans of the same Type and (F) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed. On the Initial Term Loan Maturity Date, all outstanding Initial Term Loans shall be repaid in full.
(i) Subject to and upon the terms and conditions precedent set forth herein and in Sections 5.01 and 5.02 hereofthe Restatement Agreement, and provided that no Default shall have occurred and be continuing hereunder, each Revolving Credit Lender severally agrees to make a loan or loans (each, a “Revolving Credit Loan”) to the Borrower in U.S. Dollars, which Revolving Credit Loans (A) shall not exceed, for any such Lender, the Revolving Credit Commitment of such Lender, (B) shall not, after giving pro forma effect thereto and to the application of the proceeds thereof, result in such Lender’s Revolving Credit Exposure at such time exceeding such Lender’s Revolving Credit Commitment at such time, (C) shall not, after giving pro forma effect thereto and to the application of the proceeds thereof, at any time result in the aggregate amount of all Lenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect, (D) shall be made at any time and from time to time on and after the terms Restatement Agreement Effective Date and conditions of this Agreement (i) a term loan in prior to the Revolving Credit Maturity Date; provided that the amount of Revolving Credit Loans that may be borrowed on the Maximum Term Loan Credit evidenced by Restatement Agreement Effective Date shall be limited to an amount sufficient to fund certain earnout payments of the Term Note (the "TERM LOAN")Borrower, and a commercial revolving loan in an amount up no greater than $50,000,000, (E) may at the option of the Borrower be Incurred and maintained as, and/or converted into, ABR Loans or Term SOFR Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the Maximum same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Loan Credit evidenced by Loans of the same Type and (F) may be repaid and reborrowed in accordance with the provisions hereof.
(ii) On the Revolving Note (the "REVOLVING LOAN"). The Term Loan Credit Maturity Date, all outstanding Revolving Credit Loans shall be repaid in full and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans Credit Commitments shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit and (ii) the Borrowing Base as in effect from time to time.
(b) On or about the date of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the principal amount of the Term Loan in an amount equal to the Maximum Term Loan Credit. Once all or any portion of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term Loanterminate.
(c) Each Lender may at its option make any Term SOFR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Term SOFR Loan; provided that (i) any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Term SOFR Loan and (ii) in exercising such option, such Lender shall use its reasonable efforts to minimize any increased costs to the applicable Borrower resulting therefrom (which obligation of the Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.10 shall apply).
(i) Subject to and upon the terms and conditions herein set forth, each Cashless Option Term B-1 Lender severally agrees to exchange its Existing Initial Term Loan for a like principal amount of this Agreement, Borrower may Refinancing Term B-1 Loans (ior such lesser amount as determined by the Amendment No. 2 Arrangers) borrow then unadvanced principal amounts under on the Revolving Loan, (ii) repay the Revolving Loan, in full or in part, without penalty other than the payment of any applicable Breakage Fee, and (iii) reborrow then unadvanced principal amounts under the Revolving Loan; provided, that, notwithstanding the foregoing, Lender shall not have any obligation to make Revolving Loan Advances to Borrower in excess of the Maximum Revolving Loan Credit and, in the event the obligation of Lender to make Revolving Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunderAmendment No. In no event shall a Revolving Loan Advance be made when any Default or Event of Default has occurred and is continuing.2
Appears in 1 contract
Loans. (a) Subject to the fulfillment of the conditions precedent set forth in Sections 5.01 and 5.02 hereof, and provided that no Default shall have occurred and be continuing hereunder, Lender severally agrees to make on the terms and conditions of this Agreement hereof, each Lender agrees to make Revolving Credit Loans (i“Revolving Credit Loans”) a term loan in the amount of the Maximum Term Loan Credit evidenced by the Term Note (the "TERM LOAN"), and a commercial revolving loan in an amount up to the Maximum Revolving Loan Credit evidenced by Borrower upon the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit and (ii) the Borrowing Base as in effect Borrower’s request from time to time.
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) On or about the date of this Agreement, Lender has made and fully advanced after giving effect to Borrower, and Borrower hereby acknowledges receipt ofsuch Revolving Credit Loans, the principal amount of Facility Usage does not exceed the Term Loan in an amount equal to the Maximum Term Loan Credit. Once all or any portion of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by BorrowerAggregate Commitments, and the Maximum Term Loan Credit shall automatically be reduced by 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 such repayment all Revolving Credit Loans that are Base Rate Loans in any Borrowing must be equal to $5,000,000 or prepayment any higher integral multiple of principal under the Term Loan.
$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 (c12) Borrowings of Eurodollar Loans outstanding at any time. Subject to the terms and conditions of this Agreement, the Borrower may borrow, repay, and reborrow under this Section 2.01. At the option of the Borrower, upon written notice delivered to the Administrative Agent no earlier than 45 days and no later than 30 days prior to the 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 converted to a term loan (the “Term Loan”); provided that, at the time of such conversion, (i) borrow no Event of Default or incipient Default shall have occurred hereunder and be then unadvanced principal amounts under the Revolving Loan, continuing and (ii) repay 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 not utilized on or before the Revolving Loan, in full or in part, without penalty other than the payment of any applicable Breakage Fee, and (iii) reborrow then unadvanced principal amounts under Credit Maturity Date shall be permanently canceled. Unless so converted into a Term Loan on the Revolving LoanCredit 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; providedprovided however, that, notwithstanding the foregoing, Lender shall not have any obligation to make Revolving Loan Advances to Borrower in excess portion of the Maximum Revolving Term Loan Credit and, in that is prepaid by the event Borrower prior to the obligation of Lender to make Revolving Term Loan Advances to Maturity Date may not be reborrowed by the Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall a Revolving Loan Advance be made when any Default or Event of Default has occurred and is continuing.
Appears in 1 contract
Loans. (a) Subject to the fulfillment of the conditions precedent set forth in Sections 5.01 and 5.02 hereof, and provided that no Default shall have occurred and be continuing hereunder, Lender severally agrees to make on the terms and conditions of this Agreement (i) a term loan in the amount of the Maximum Term Loan Credit evidenced by the Term Note (the "TERM LOAN"), and a commercial revolving loan in an amount up to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit and (ii) the Borrowing Base as in effect from time to time.
(b) On or about the date of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the principal amount of the Term Loan in an amount equal to the Maximum Term Loan Credit. Once all or any portion of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term Loan.
(c) Subject to the terms and conditions of this set forth herein and in the Credit Agreement, Borrower may (i) borrow then unadvanced each person designated as a “Lender” on Schedule I hereto (each a “New Lender”) agrees, severally and not jointly, to make a New Loan to the Borrower on the Amendment Effective Date in an aggregate principal amounts under amount not to exceed the Revolving Loan, amount set forth opposite its name on Schedule I hereto and (ii) from and after the making of the New Loans on the Amendment Effective Date, each New Loan shall be a “Loan”, and each New Lender shall be a “Lender”, under the Credit Agreement. The proceeds of the New Loans shall be used by the Borrower solely to make the Loan Repayment (as defined below) and to pay fees and expenses incurred in connection therewith. Sections 2.02, 2.03 and 2.04 of the Credit Agreement shall apply mutatis mutandis to the funding of the New Loans on the Amendment Effective Date.
(a) On the Amendment Effective Date, the Borrower shall repay all Old Loans outstanding under the Revolving LoanCredit Agreement, in full or in parttogether with accrued and unpaid interest thereon, without penalty with the proceeds of the New Loans (the “Loan Repayment”). Upon the Borrower’s making of the Loan Repayment, each of the Lenders receiving such Loan Repayment, other than those lenders that are New Lenders, shall cease to be a party to the payment of Credit Agreement and shall be released from all further obligations thereunder and shall have no further rights thereunder or any applicable Breakage Fee, and (iii) reborrow then unadvanced principal amounts under the Revolving Loanrights to or interest in any Collateral; provided, thathowever, notwithstanding that such Lenders shall continue to be entitled to the foregoingbenefits (in accordance with the Credit Agreement) of Sections 2.13, Lender shall not have any obligation to make Revolving Loan Advances to Borrower in excess 2.14, 2.15 and 9.03 of the Maximum Revolving Loan Credit and, Agreement as in effect immediately prior to the event the obligation of Lender to make Revolving Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall a Revolving Loan Advance be made when any Default or Event of Default has occurred and is continuingAmendment Effective Date.
Appears in 1 contract
Loans. (a) Subject to and upon the fulfillment of the terms and conditions precedent set forth in Sections 5.01 and 5.02 hereofherein, and provided that no Default shall have occurred and be continuing hereunder, each Lender severally agrees to make make, at any time and from time to time on or after the terms Closing Date and conditions of this Agreement prior to the Maturity Date, a revolving loan or revolving loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower, which Revolving Loans (i) a term loan shall be denominated in Dollars, (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not exceed for any such Lender at any time outstanding that aggregate principal amount which, when added to the product of (x) such Lender’s RL Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the RL Percentage of such Lender at such time of the Maximum Term Loan Commitment Amount and (v) shall not exceed at any time outstanding that aggregate principal amount which, when added to the sum of (I) the aggregate amount of all Letter of Credit evidenced by Outstandings (exclusive of Unpaid Drawings which are repaid with the Term Note (the "TERM LOAN")proceeds of, and a commercial revolving loan in an amount up to simultaneously with the Maximum incurrence of, the respective incurrence of Revolving Loan Credit evidenced by Loans) at such time and (II) the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding of all Swingline Loans (exclusive of Swingline Loans which are repaid with the lesser proceeds of, and simultaneously with the incurrence of, the respective incurrence of (iRevolving Loans) then outstanding, the Maximum Credit and (ii) the Borrowing Base as in effect from time to Commitment Amount at such time.
(b) On Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, at any time and from time to time on or about after the date of this AgreementClosing Date and prior to the Swingline Expiry Date, Lender has made and fully advanced a revolving loan or revolving loans (each, a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower, which Swingline Loans (i) shall be incurred and Borrower hereby acknowledges receipt ofmaintained as Base Rate Loans, (ii) shall be denominated in Dollars, (iii) may be repaid and reborrowed in accordance with the provisions hereof, and (iv) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the Term Loan in aggregate amount of all Letter of Credit Outstandings at such time, an amount equal to the lesser of (x) the Total Revolving Loan Commitment at such time, and (y) the Maximum Term Loan CreditCommitment Amount at such time. Once all Notwithstanding anything to the contrary contained in this Section 2.01(b), (i) the Swingline Lender shall not be obligated to make any Swingline Loans at a time when a Lender Default exists with respect to a Lender unless the Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender’s risk with respect to the Defaulting Lender’s or any portion Defaulting Lenders’ participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender’s or Defaulting Lenders’ RL Percentage of the principal amount outstanding Swingline Loans, and (ii) the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower, any other Credit Party or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the Term Loan is repaid at any time by Borrower, said principal amount waiver of the Term Loan may not be re-advanced to such Default or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced Event of Default by the amount of such repayment or prepayment of principal under the Term LoanRequired Lenders.
(c) Subject On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the terms Lenders that the Swingline Lender’s outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 11.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 11), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all Lenders pro rata based on each such Lender’s RL Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 11) and conditions of this Agreement, Borrower may the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) borrow then unadvanced principal amounts under the Revolving Loanamount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) repay whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the Revolving Loan, in full or in part, without penalty other than the payment date of any applicable Breakage Feesuch Mandatory Borrowing, and (iiiv) reborrow the amount of the Total Revolving Loan Commitment or Maximum Commitment Amount at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above, then unadvanced principal amounts under each Lender hereby 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 Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective RL Percentages (determined before giving effect to any termination of the Revolving Loan; providedLoan Commitments pursuant to the last paragraph of Section 11), thatprovided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, notwithstanding to the foregoingextent attributable to the purchased participation, shall be payable to the participant from and after such date, and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall not be required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have any obligation occurred to make but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to Revolving Loan Advances to Borrower in excess of the Maximum Revolving Loan Credit and, in the event the obligation of Lender to make Revolving Loan Advances to Borrower is terminated Loans maintained as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall a Revolving Loan Advance be made when any Default or Event of Default has occurred and is continuingBase Rate Loans hereunder for each day thereafter.
Appears in 1 contract
Loans. (a) Subject Notwithstanding anything to the fulfillment contrary herein or in the Credit Agreement, the Borrower and JPMCB may allocate the Amended Term B-1 Loans (including Term B-1 Loans held by Cashless Consenting Term B-1 Lenders immediately prior to the Fifth Amendment Effective Date) in their sole discretion. To the extent any Cashless Consenting Term B-1 Lender’s allocated principal amount of Amended Term B-1 Loans (such allocated principal amount, an “Allocated Amended Term B-1 Loan Amount”) is less than the conditions precedent set forth principal amount of Term B-1 Loans held by such Cashless Consenting Term B-1 Lender immediately prior to the Fifth Amendment Effective Date, such Consenting Term B-1 Lender shall be required to assign the portion of its existing Term B-1 Loans that exceeds its Allocated Amended Term B-1 Loan Amount to the Replacement Term B-1 Lender (a “Cashless Consenting Term B-1 Lender Assignment”; and any amount so assigned, a “Cashless Consenting Term B-1 Lender Assigned Amount”). Cashless Consenting Term B-1 Lender Assignments, if any, will not, for the avoidance of doubt, be required to be made by all Cashless Consenting Term B-1 Lenders on a pro rata basis. In connection with each Cashless Consenting Term B-1 Lender Assignment (if any), the Replacement Term B-1 Lender shall purchase from each Cashless Consenting Term B-1 Lender Term B-1 Loans in Sections 5.01 a principal amount equal to such Cashless Consenting Term B-1 Lender’s Cashless Consenting Term B-1 Lender Assigned Amount by paying to such Cashless Consenting Term B-1 Lender a price equal to the principal amount thereof plus accrued and 5.02 hereof, and provided that no Default shall have occurred and be continuing hereunder, Lender severally agrees to make on the terms and conditions unpaid interest thereon. Other than its execution of this Agreement (i) a term loan in the amount and selection of the Maximum “Cashless Consent Option” with respect to its Term Loan Credit evidenced B-1 Loans, no action (including, for the avoidance of doubt, the execution of any Assignment and Acceptance) by the any Cashless Consenting Term Note (the "TERM LOAN")B-1 Lender shall be necessary in connection with any Cashless Consenting Term B-1 Lender Assignment, and a commercial revolving loan each such Cashless Consenting Term B-1 Lender Assignment shall occur immediately and automatically effective upon satisfaction of the condition in an amount up to Section 6(e) below. In connection with the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollarsforegoing, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit Replacement Term B-1 Lender agrees to accept each such Cashless Consenting Term B-1 Lender Assignment, and (ii) the Borrowing Base as in effect from time to time.
(b) On or about the date of this Agreement, each Cashless Consenting Term B-1 Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the principal amount of the Term Loan in an amount equal agrees to the Maximum potential assignment to the Replacement Term Loan Credit. Once B-1 Lender of all or any a portion of the principal amount of the its existing Term Loan B-1 Loans pursuant to a Cashless Consenting Term B-1 Lender Assignment. Each Consenting Term B-1 Lender (whether such Consenting Term B-1 Lender is repaid at any time by Borrower, said principal amount of the an Assigning Consenting Term Loan may not be re-advanced to B-1 Lender or borrowed again by Borrower, and the Maximum a Cashless Consenting Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term Loan.
(cB-1 Lender) Subject agrees to the terms and conditions provisions set forth in this Section 4(f) (including the effectuation of this Agreement, Borrower may (i) borrow then unadvanced principal amounts under the Revolving Loan, (ii) repay the Revolving Loan, each Cashless Consenting Term B-1 Lender Assignment in full or in part, without penalty other than the payment respect of any applicable Breakage Fee, and (iii) reborrow then unadvanced principal amounts under the Revolving Loan; provided, that, notwithstanding the foregoing, Lender shall not have any obligation to make Revolving Loan Advances to Borrower in excess of the Maximum Revolving Loan Credit and, in the event the obligation of Lender to make Revolving Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall a Revolving Loan Advance be made when any Default or Event of Default has occurred and is continuingother Cashless Consenting Term B-1 Lender’s existing Term B-1 Loans).
Appears in 1 contract
Loans. Unless otherwise defined herein, terms used herein have the meanings provided in the Credit Agreement. WWI also promises to pay interest on the unpaid principal amount hereof from time to time outstanding from the date hereof until maturity (awhether by acceleration or otherwise) Subject and, after maturity, until paid, at the rates per annum and on the dates specified in the Credit Agreement. Payments of both principal and interest are to be made in U.S. Dollars in same day or immediately available funds to the fulfillment account designated by the Administrative Agent pursuant to the Credit Agreement. This Note is one of the conditions precedent set forth in Sections 5.01 and 5.02 hereofTerm A-1 Notes referred to in, and provided that no Default shall have occurred evidences Indebtedness incurred under, the Credit Agreement, to which reference is made for a description of the security for this Note and be continuing hereunder, Lender severally agrees to make on for a statement of the terms and conditions on which WWI is permitted and required to make prepayments and repayments of principal of the Indebtedness evidenced by this Agreement Note and on which such Indebtedness may be declared to be immediately due and payable. All parties hereto, whether as makers, endorsers, or otherwise, severally waive presentment for payment, demand, protest and notice of dishonor. WEIGHT WATCHERS INTERNATIONAL, INC. By: Name: Title: $ January 26, 2007 FOR VALUE RECEIVED, the undersigned, WEIGHT WATCHERS INTERNATIONAL, INC., a Virginia corporation (i“WWI”), promises to pay to the order of (the “Lender”) a term loan in the principal sum of ($ ) or, if less, the aggregate unpaid principal amount of all Term B Loans shown on the Maximum Term Loan Credit evidenced schedule attached hereto (and any continuation thereof) made (or continued) by the Term Note Lender pursuant to the Sixth Amended and Restated Credit Agreement, dated as of May 8, 2006 (as amended by the "TERM LOAN")First Amendment, dated as of January 26, 2007, and a commercial revolving loan in an amount up to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan as further amended, supplemented, amended and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit and (ii) the Borrowing Base as in effect restated or otherwise modified from time to time.
, the “Credit Agreement”), among the Borrower, the various financial institutions party thereto (bthe “Lenders”), the Syndication Agent and the Administrative Agent, payable in installments as set forth in the Credit Agreement, with a final installment (in the amount necessary to pay in full this Note) On or about due and payable on the Stated Maturity Date for Term B Loans. Unless otherwise defined herein, terms used herein have the meanings provided in the Credit Agreement. WWI also promises to pay interest on the unpaid principal amount hereof from time to time outstanding from the date hereof until maturity (whether by acceleration or otherwise) and, after maturity, until paid, at the rates per annum and on the dates specified in the Credit Agreement. Payments of this both principal and interest are to be made in U.S. Dollars in same day or immediately available funds to the account designated by the Administrative Agent pursuant to the Credit Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the principal amount . This Note is one of the Term Loan in an amount equal B Notes referred to in, and evidences Indebtedness incurred under, the Maximum Term Loan Credit. Once all or any portion Credit Agreement, to which reference is made for a description of the principal amount security for this Note and for a statement of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term Loan.
(c) Subject to the terms and conditions on which WWI is permitted and required to make prepayments and repayments of principal of the Indebtedness evidenced by this AgreementNote and on which such Indebtedness may be declared to be immediately due and payable. All parties hereto, Borrower may whether as makers, endorsers, or otherwise, severally waive presentment for payment, demand, protest and notice of dishonor. WEIGHT WATCHERS INTERNATIONAL, INC. By: Name: Title: This SUPPLEMENT, dated as of January 26, 2007 (i) borrow then unadvanced principal amounts under this “Supplement”), to the Revolving LoanExisting Credit Agreement referred to below, is among WEIGHT WATCHERS INTERNATIONAL, INC., a Virginia corporation (ii) repay the Revolving Loan“Borrower”), in full or in part, without penalty other than the payment of any applicable Breakage Feecertain Lenders (such term, and other capitalized terms used in this Supplement, to have the meanings set forth in Section I below) and The Bank of Nova Scotia, as the Administrative Agent for the Lenders, with Credit Suisse Securities (iiiUSA) reborrow then unadvanced principal amounts under LLC and JPMorgan Securities Inc. acting as Joint Bookrunners and Joint Lead Arrangers for the Revolving Loan; providedTerm A-1 Loans and the Term B Loans, thatand Bank of America, notwithstanding the foregoing, Lender shall not have any obligation to make Revolving Loan Advances to Borrower in excess of the Maximum Revolving Loan Credit and, in the event the obligation of Lender to make Revolving Loan Advances to Borrower is terminated N.A. and Fortis Capital Corp. acting as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall a Revolving Loan Advance be made when any Default or Event of Default has occurred and is continuingCo-Documentation Agents.
Appears in 1 contract
Sources: Credit Agreement (Weight Watchers International Inc)
Loans. (a) Subject to and upon the fulfillment terms and conditions herein set forth, each Lender having an Initial Term Loan Commitment severally agrees to make (or in the case of any Rollover Lender (as defined in the First Incremental Agreement) on the First Incremental Agreement Effective Date, be deemed to make) a loan or loans to the Borrower, which Initial Term Loans (i) shall not exceed, for any such Lender, the Initial Term Loan Commitment of such Lender, (ii) shall not exceed, in the aggregate, the Total Initial Term Loan Commitment, (iii) shall be made (x) in the case of Initial Term Loans made in respect of Initial Term Loan Commitments described in clause (a) of the conditions precedent set forth definition of Initial Term Loan Commitments, on the Closing Date, and (y) in Sections 5.01 the case of Initial Term Loans made in respect of Initial Term Loan Commitments described in clause (b) of the definition of Initial Term Loan Commitments, on the First Incremental Agreement Effective Date, (iv) shall be denominated in Dollars, (v) may, at the option of the Borrower, be Incurred and 5.02 maintained as, and/or converted into, ABR Loans or Eurodollar Loans; provided that all such Initial Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise provided herein, consist entirely of Initial Term Loans of the same Type and (vi) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed. On the Initial Term Loan Maturity Date, all outstanding Initial Term Loans shall be repaid in full.
(i) Subject to and provided that no Default shall have occurred upon the terms and be continuing hereunderconditions herein set forth, each Revolving Credit Lender severally agrees to make a loan or loans (each, a “Revolving Credit Loan”) to the Borrower in U.S. Dollars, which Revolving Credit Loans (A) shall not exceed, for any such Lender, the Revolving Credit Commitment of such Lender, (B) shall not, after giving pro forma effect thereto and to the application of the proceeds thereof, result in such Lender’s Revolving Credit Exposure at such time exceeding such Lender’s Revolving Credit Commitment at such time, (C) shall not, after giving pro forma effect thereto and to the application of the proceeds thereof, at any time result in the aggregate amount of all Lenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect, (D) shall be made at any time and from time to time on and after the Closing Date and prior to the Revolving Credit Maturity Date (provided that notwithstanding the foregoing, the aggregate amount of all Revolving Credit Loans made on the terms and conditions of this Agreement Closing Date shall not exceed the Initial Revolving Borrowing Amount), (iE) a term loan in may at the amount option of the Maximum Term Loan Borrower be Incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; provided that all Revolving Credit evidenced Loans made by each of the Term Note (the "TERM LOAN"), and a commercial revolving loan in an amount up Lenders pursuant to the Maximum same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Loan Credit evidenced by Loans of the same Type and (F) may be repaid and reborrowed in accordance with the provisions hereof.
(ii) On the Revolving Note (the "REVOLVING LOAN"). The Term Loan Credit Maturity Date, all outstanding Revolving Credit Loans shall be repaid in full and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans Credit Commitments shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit and (ii) the Borrowing Base as in effect from time to time.
(b) On or about the date of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the principal amount of the Term Loan in an amount equal to the Maximum Term Loan Credit. Once all or any portion of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term Loanterminate.
(c) Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Eurodollar Loan; provided that (i) any exercise of such option shall not affect the obligation of the Borrower to repay such Eurodollar Loan and (ii) in exercising such option, such Lender shall use its reasonable efforts to minimize any increased costs to the Borrower resulting therefrom (which obligation of the Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.10 shall apply).
(i) Subject to and upon the terms and conditions herein set forth, the Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Closing Date and prior to the Swingline Maturity Date, to make a loan or loans (each, a “Swingline Loan”) to the Borrower in U.S. Dollars, which Swingline Loans (A) shall be ABR Loans, (B) shall have the benefit of this Agreementthe provisions of Section 2.1(d)(ii), (C) shall not exceed at any time outstanding the Swingline Commitment, (D) shall not, after giving pro forma effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of all Lenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect, (E) may be repaid and reborrowed in accordance with the provisions hereof and (F) shall mature no later than the date ten Business Days after such Swingline Loan is made. On the Swingline Maturity Date, all outstanding Swingline Loans shall be repaid in full. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from either the Borrower may or the Administrative Agent stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (x) of rescission of all such notices from the party or parties originally delivering such notice, (y) of the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or (z) from the Administrative Agent that such Default or Event of Default is no longer continuing.
(ii) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Revolving Credit Lenders, with a copy to the Borrower, that all then-outstanding Swingline Loans shall be funded with a Borrowing of Revolving Credit Loans, in which case Revolving Credit Loans constituting ABR Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the same Business Day by all Revolving Credit Lenders pro rata based on each such Lender’s Revolving Credit Commitment Percentage, and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make such Revolving Credit Loans upon same Business Days’ notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender notwithstanding (i) borrow then unadvanced principal amounts under that the Revolving Loanamount of the Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) repay the Revolving Loanwhether any conditions specified in Section 7 are then satisfied, in full or in part, without penalty other than the payment of any applicable Breakage Fee, and (iii) reborrow then unadvanced principal amounts under the Revolving Loan; provided, that, notwithstanding the foregoing, Lender shall not have any obligation to make Revolving Loan Advances to Borrower in excess of the Maximum Revolving Loan Credit and, in the event the obligation of Lender to make Revolving Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall whether a Revolving Loan Advance be made when any Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing or (v) any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any Debtor Relief Law in respect of the Borrower), each Revolving Credit Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such participation of the outstanding Swingline Loans as shall be necessary to cause each such Lender to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal and interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to the Lender purchasing the same from and after such date of purchase.
(iii) The Borrower may, at any time and from time to time, designate as additional Swingline Lenders one or more applicable Revolving Credit Lenders that agree to serve in such capacity as provided below. The acceptance by a Revolving Credit Lender of an appointment as a Swingline Lender hereunder shall be evidenced by an agreement, which shall be in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, executed by the Borrower, the Administrative Agent and such designated Swingline Lender, and, from and after the effective date of such agreement, (i) such Revolving Credit Lender shall have all the rights and obligations of a Swingline Lender under this Agreement and (ii) references herein to the term “Swingline Lender” shall be deemed to include such Revolving Credit Lender in its capacity as a lender of Swingline Loans hereunder.
(iv) The Borrower may terminate the appointment of any Swingline Lender as a “Swingline Lender” hereunder by providing a written notice thereof to such Swingline Lender, with a copy to the Administrative Agent. Any such termination shall become effective upon the earlier of (i) the Swingline Lender’s acknowledging receipt of such notice and (ii) the fifth Business Day following the date of the delivery thereof; provided that no such termination shall become effective until and unless the Swingline Exposure of such Swingline Lender shall have been reduced to zero. Notwithstanding the effectiveness of any such termination, the terminated Swingline Lender shall remain a party hereto and shall continue to have all the rights of a Swingline Lender under this Agreement with respect to Swingline Loans made by it prior to such termination, but shall not make any additional Swingline Loans.
Appears in 1 contract
Sources: Incremental Revolving Credit Commitment Increase Agreement (MultiPlan Corp)
Loans. (a) Subject to the fulfillment of the conditions precedent set forth in Sections 5.01 and 5.02 hereof, and provided that no Default shall have occurred and be continuing hereunder, Lender severally agrees to make on the terms and conditions of this Agreement (i) a term loan in the amount of the Maximum Term Loan Credit evidenced by the Term Note (the "TERM LOAN"), and a commercial revolving loan in an amount up to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit and (ii) the Borrowing Base as in effect from time to time.
(b) On or about the date of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the principal amount of the Term Loan in an amount equal to the Maximum Term Loan Credit. Once all or any portion of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term Loan.
(c) Subject to the terms and conditions of this set forth herein and in the Credit Agreement, Borrower may (i) borrow then unadvanced each person designated as a “Lender” on Schedule I hereto (each a “New Lender”) agrees, severally and not jointly, to make a New Loan to the Borrower on the Amendment Effective Date in an aggregate principal amounts under amount not to exceed the Revolving Loan, amount set forth opposite its name on Schedule I hereto and (ii) from and after the making of the New Loans on the Amendment Effective Date, each New Loan shall be a “Loan”, and each New Lender shall be a “Lender”, under the Credit Agreement. The proceeds of the New Loans shall be used by the Borrower solely to make the Loan Repayment (as defined below) and to pay fees and expenses incurred in connection therewith. Sections 2.02, 2.03 and 2.04 of the Credit Agreement shall apply mutatis mutandis to the funding of the New Loans on the Amendment Effective Date.
(b) On the Amendment Effective Date, the Borrower shall repay all Old Loans outstanding under the Revolving LoanCredit Agreement, in full or in parttogether with accrued and unpaid interest thereon, without penalty with the proceeds of the New Loans (the “Loan Repayment”). Upon the Borrower’s making of the Loan Repayment, each of the Lenders receiving such Loan Repayment, other than those lenders that are New Lenders, shall cease to be a party to the payment of Credit Agreement and shall be released from all further obligations thereunder and shall have no further rights thereunder or any applicable Breakage Fee, and (iii) reborrow then unadvanced principal amounts under the Revolving Loanrights to or interest in any Collateral; provided, thathowever, notwithstanding that such Lenders shall continue to be entitled to the foregoingbenefits (in accordance with the Credit Agreement) of Sections 2.13, Lender shall not have any obligation to make Revolving Loan Advances to Borrower in excess 2.14, 2.15 and 9.03 of the Maximum Revolving Loan Credit and, Agreement as in effect immediately prior to the event the obligation of Lender to make Revolving Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall a Revolving Loan Advance be made when any Default or Event of Default has occurred and is continuingAmendment Effective Date.
Appears in 1 contract
Loans. (a) Subject to the fulfillment of other terms and conditions set forth herein (including without limitation, the conditions precedent provisions set forth in Sections 5.01 and 5.02 Section 2.1 hereof), and provided that no Default the Loans shall have occurred and be continuing hereunder, Lender severally agrees advanced to make on the terms and conditions of this Agreement Borrower as follows:
(i) on the Closing Date, an initial advance of a term loan in the amount of the Maximum Term Loan Credit evidenced by the Term Note (the "TERM LOAN"), and a commercial revolving loan in an amount of up to $15,000,000.00 provided that the Maximum Revolving Loan Credit evidenced by conditions set forth in Section 3.1 and 3.2 (other than the Revolving Note condition set forth in Section 3.2(f)) have been satisfied (the "REVOLVING LOAN"“First Advance”). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit and ;
(ii) after the Borrowing Base as in effect from time Closing Date but prior to time.
(b) On or about the date of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the principal amount expiration of the Term Availability Period, a second advance under the Loan in an amount equal to the Maximum Term Loan Credit. Once all or any portion lesser of (x) the amount of a Borrowing Request and (y) the remaining amount of Borrowing Availability provided that the conditions set forth in Section 3.2 have been satisfied (“Second Advance”);
(iii) after the Closing Date but prior to the expiration of the principal Availability Period, a third advance under the Loan in an amount equal to the lesser of (x) the amount of a Borrowing Request and (y) the Term Loan is repaid at any time by Borrower, said principal remaining amount of Borrowing Availability provided that the Term conditions set forth in Section 3.2 have been satisfied (“Third Advance”);
(iv) after the Closing Date but prior to the expiration of the Availability Period, a fourth advance under the Loan may in an amount equal to the lesser of (x) the amount of a Borrowing Request and (y) the remaining amount of Borrowing Availability provided that the conditions set forth in Section 3.2 have been satisfied (“Fourth Advance”); and
(v) after the Closing Date but prior to the expiration of the Availability Period, a fifth advance under the Loan in an amount equal to the lesser of (x) the amount of a Borrowing Request and (y) the remaining amount of Borrowing Availability provided that the conditions set forth in Section 3.2 have been satisfied (“Fifth Advance”). Notwithstanding anything herein to the contrary, from the Closing Date through and including the first anniversary thereof, each Lender agrees that if a Credit Party’s bankruptcy estate has allowed but unpaid administrative expense claims, the Borrower shall be permitted to request an Advance, to the extent any Advance has not be re-advanced been previously funded, to or borrowed again by Borrowerpay such claims, and the Maximum Term Loan Credit Lenders shall automatically be reduced by fund any such Advance, notwithstanding that the amount of condition set forth in Section 3.2(b) is not satisfied with respect to such repayment or prepayment of principal under the Term Loan.
(c) Subject Advance, but only to the terms and conditions extent that the failure to satisfy such condition is due to the existence of this Agreement, Borrower may (i) borrow then unadvanced principal amounts under the Revolving Loan, (ii) repay the Revolving Loan, in full or in part, without penalty other than the payment of any applicable Breakage Fee, and (iii) reborrow then unadvanced principal amounts under the Revolving Loan; provided, that, notwithstanding the foregoing, Lender shall not have any obligation to make Revolving Loan Advances to Borrower in excess of the Maximum Revolving Loan Credit and, in the event the obligation of Lender to make Revolving Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall a Revolving Loan Advance be made when any Default or Event of Default has occurred arising pursuant to Sections 7.1(a), (d) or (t) or pursuant to Section 7.1(f) to the extent resulting from the entry or obtaining of an order with respect to any Credit Party’s bankruptcy estate that causes an unpaid administrative expense claim to be an allowed but unpaid administrative expense claim; provided, for the avoidance of doubt, that in no event shall the Lenders be required to fund any such Advance if the conditions set forth in Section 3.2(a), (c), (d) and is continuing(e) are not satisfied with respect thereto.
Appears in 1 contract
Sources: Delayed Draw Term Loan Credit Agreement (Par Petroleum Corp/Co)
Loans. (a) Subject to the fulfillment terms and conditions set forth herein, the Lender agrees to make loans (each such loan, a “Revolving Loan”) to the Borrowers in Dollars or in one or more Alternative Currencies from time to time on any Business Day during the Availability Period; provided, however, that after giving effect to any Borrowing of Revolving Loans, (i) the Total Revolving Outstandings shall not exceed the Revolving Commitment and (ii) the aggregate Outstanding Amount of all Revolving Loans made to the Designated Borrowers shall not exceed the Designated Borrower Sublimit. Within the limits of the Revolving Commitment, and subject to the other terms and conditions precedent set forth in Sections 5.01 and 5.02 hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Loans may be Base Rate Loans, Term SOFR Loans, Alternative Currency Daily Rate Loans or Alternative Currency Term Rate Loans, as further provided herein, or may be made pursuant to an Autoborrow Agreement as contemplated in Section 2.02(d). The Company shall have the right, upon at least ten Business Days’ prior written notice to the Lender, to request an increase to the Revolving Commitment by up to $25,000,000 in the aggregate in one or more increases, at any time prior to the date that is six months prior to the Maturity Date, subject, however, in any such case, to satisfaction of the following conditions precedent:
(i) the Lender shall have consented to such increase and shall have received all necessary internal approvals;
(ii) no Default shall have occurred and be continuing hereunder, Lender severally agrees to make on the terms date on which such increase is to become effective;
(iii) the representations and conditions warranties set forth in Article VI shall be true and correct on and as of the date on which such increase is to become effective, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date; and
(iv) the Lender shall have received all documents (including resolutions of the board of directors of the Loan Parties) it may reasonably request relating to the corporate or other necessary authority for such increase and the validity of such increase, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Lender. In the event that the Lender is not able to provide any such increase, the Company may seek to obtain such increase from another bank that would qualify as Eligible Assignee and is reasonably acceptable to the Lender. Such institution shall execute and deliver such documentation evidencing its commitment and its obligations under this Agreement (i) a term loan in the amount of the Maximum Term Loan Credit evidenced by the Term Note (the "TERM LOAN"), form and a commercial revolving loan in an amount up substance acceptable to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit and (ii) the Borrowing Base as in effect from time to time.
(b) On or about the date of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the principal amount of the Term Loan in an amount equal to the Maximum Term Loan Credit. Once all or any portion of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by BorrowerLender, and the Maximum Term Lender and the Loan Credit Parties shall automatically be reduced by enter into an amendment to this Agreement as is necessary to accommodate multiple lenders in accordance with the amount of such repayment or prepayment of principal under the Term LoanLender’s legal, operational and administrative requirements.
(c) Subject to the terms and conditions of this Agreement, Borrower may (i) borrow then unadvanced principal amounts under the Revolving Loan, (ii) repay the Revolving Loan, in full or in part, without penalty other than the payment of any applicable Breakage Fee, and (iii) reborrow then unadvanced principal amounts under the Revolving Loan; provided, that, notwithstanding the foregoing, Lender shall not have any obligation to make Revolving Loan Advances to Borrower in excess of the Maximum Revolving Loan Credit and, in the event the obligation of Lender to make Revolving Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall a Revolving Loan Advance be made when any Default or Event of Default has occurred and is continuing.
Appears in 1 contract
Sources: Credit Agreement (Wd 40 Co)
Loans. (a) Subject to the fulfillment of the conditions precedent set forth in Sections 5.01 and 5.02 hereof, and provided that no Default shall have occurred and be continuing hereunder, Lender severally agrees to make on the terms and conditions of this Agreement (i) a term loan in the amount of the Maximum Term Loan Credit evidenced by the Term Note (the "TERM LOAN"), and a commercial revolving loan in an amount up to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit and (ii) the Borrowing Base as in effect from time to time.
(b) On or about the date of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the principal amount of the Term Loan in an amount equal to the Maximum Term Loan Credit. Once all or any portion of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term Loan.
(c) Subject to the terms and conditions of this Agreementhereof, Borrower may each Lender severally agrees to make (i) borrow a loan to the Borrower on the Original Closing Date in an amount not to exceed the amount of the Term Loan A Commitment of such Lender then unadvanced principal amounts under in effect (the Revolving Loan"Original Closing Date Term Loan A"), and (ii) repay a loan to the Revolving LoanBorrower on the Restatement Effective Date in an amount not to exceed the amount of the Term Loan B Commitment of such Lender then in effect (the "Restatement Effective Date Term Loan B"). The Borrower agrees to issue Notes to the Lenders representing the Loans under this Agreement in the form reasonably requested by Agent. Amounts paid or prepaid in respect of the Loans may not be reborrowed. Unless otherwise directed by the Agent pursuant to Section 2.1(b), the Lenders are under no obligation to make any additional loans to the Borrower hereunder after the Restatement Effective Date. The outstanding principal balance of Term Loan A as of the Restatement Effective Date is $24,875,156.25.
(b) Upon the failure of the Borrower to pay interest pursuant to the terms of this Agreement when due after giving effect to any applicable grace period for such payment of interest (the amount of any such overdue unpaid interest, the "Past Due Interest"), and regardless of whether or not any other Default or Event of Default then exists or would result therefrom, the Agent shall be entitled, in full its sole and absolute discretion, to cause the Lenders to make additional loans to the Borrower not to exceed the amount of such Lender's Term Loan A Interest Reserve Commitment and/or Term Loan B Interest Reserve Commitment, as applicable, the proceeds of which shall be used by the Borrower to pay such Past Due Interest; provided that such additional loans shall not exceed in the aggregate the Loan Interest Reserve then in effect and each such additional loan made in respect of (i) Term Loan A (all such additional loans, "Term Loan A Interest Advances") and (ii) Term Loan B (all such additional loans, "Term Loan B Interest Advances") shall be deemed part of the outstanding principal balance of the Term Loan A or Term Loan B, as applicable, in partproportion to the underlying Loan upon which interest was payable and shall constitute Loan Obligations. The Borrower hereby irrevocably and unconditionally agrees to pay to the Agent, without penalty other than for the ratable benefit of the Lenders, all Interest Advances in accordance with the payment terms relating to the other portions of the Loans. Any Event of Default arising from the failure of the Borrower to pay interest pursuant to this Agreement when due (after the expiration of any applicable Breakage Fee, and (iiigrace period for such payment) reborrow then unadvanced principal amounts under shall be deemed cured by utilization of the Revolving LoanLoan Interest Reserve; provided, that, notwithstanding the foregoing, Lender making of Interest Advances shall not have be deemed to cure any obligation to make Revolving Loan Advances to Borrower in excess of the Maximum Revolving Loan Credit and, in the event the obligation of Lender to make Revolving Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall a Revolving Loan Advance be made when any other Default or Event of Default has occurred and is continuingthat may then exist or result therefrom.
Appears in 1 contract
Loans. The Bank agrees to make Loans to the Borrower in accordance with the following:
(a) In no event may (i) the aggregate principal amount of the Revolving Credit Exposure exceed the amount of One Hundred Sixty Five Million Canadian Dollars (CDN$165,000,000) or the U.S. Dollar equivalent thereof or the LC Exposure exceed the amount of Forty Million Canadian Dollars (CDN$40,000,000) or the U.S. Dollar equivalent thereof, and (ii) the aggregate principal amount of the Bulge Credit Exposure exceed the amount of Four Hundred Million Canadian Dollars (CDN$400,000,000) or the U.S. Dollar equivalent thereof.
(b) Subject to the fulfillment of the conditions precedent set forth in Sections 5.01 and 5.02 hereof, and provided that no Default shall have occurred and be continuing hereunder, Lender severally agrees to make on the terms and conditions of this Agreement (i) a term loan in Agreement, the amount of the Maximum Term Loan Credit evidenced by the Term Note (the "TERM LOAN"), and a commercial revolving loan in an amount up to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser commitment of (i) the Maximum Revolving Credit Facility hereunder is available from the date hereof to the Maturity Date, and the Borrower may borrow, repay and re-borrow at any time prior to the Maturity Date, and (ii) the Borrowing Bulge Facility hereunder is only available during the Bulge Facility Availability Period by way of a single advance which may not be re-borrowed. The commitment to extend the Revolving Credit Facility hereunder shall expire on the expiry of the Availability Period. The commitment to extend the Bulge Facility shall expire on the expiry of the Bulge Facility Availability Period.
(c) Any outstanding Loans and all other unpaid Obligations shall be paid in full by the Borrower on the expiry of the Availability Period, with the exception of the Loan made pursuant to the Bulge Facility which shall be paid by the Borrower in full no later than the expiry of the Bulge Facility Availability Period.
(d) The advances on the Revolving Credit Facility may be (i) Canadian Prime Rate Loans, (ii) Bankers’ Acceptances, (iii) U.S. Base Rate Loans, (iv) LIBOR Loans, or (v) Letters of Credit, as selected by the Borrower. The single advance under the Bulge Facility shall be made by way of LIBOR Loan.
(e) The Borrower shall select the Type of Loan at the time of each request and, in effect the case of Bankers’ Acceptances, the BA Period applicable thereto, from time to time.
(bf) On Canadian Prime Rate Loans made pursuant to the Revolving Credit Facility shall continue as Canadian Prime Rate Loans, unless and until such Canadian Prime Rate Loans are either converted into Bankers’ Acceptances or about are repaid. U.S. Base Rate Loans shall continue as U.S. Base Rate Loans unless and until such U.S. Base Rate Loans are either converted into LIBOR Loans or are repaid. Each Bankers’ Acceptance shall continue as a Bankers’ Acceptance until the end of the then applicable BA Period therefor, at which time such Bankers’ Acceptance shall be automatically converted into a Canadian Prime Rate Loan unless (x) such Bankers’ Acceptance is repaid, or (y) the Borrower shall have given the Bank a Conversion/Continuation Notice (as defined below) requesting that, at the end of such BA Period, such Bankers’ Acceptance will continue as a Bankers’ Acceptance for the requested BA Period. The Borrower may elect from time to time to convert all or any part of a Canadian Prime Rate Loan into a Bankers’ Acceptance. The Borrower shall give the Bank irrevocable notice (a “Conversion/Continuation Notice”) of each conversion of a Canadian Prime Rate Loan into a Bankers’ Acceptance, or continuation of a Bankers’ Acceptance, not later than 11:00 a.m. (Toronto time) at least two (2) Business Days prior to the date of this Agreementthe requested conversion or continuation, Lender has made specifying:
(i) the requested date, which shall be a Business Day, of such conversion or continuation,
(ii) the aggregate amount and fully advanced Type of the Loan which is to Borrowerbe converted or continued, and
(iii) the amount of such Loan which is to be converted or continued as a Bankers’ Acceptance, and Borrower hereby acknowledges receipt ofthe duration of the BA Period applicable thereto. For a conversion of a Canadian Prime Rate Loan into a Bankers’ Acceptance, the Borrower shall pay to the Bank, the amount by which the aggregate principal amount of the Term Canadian Prime Rate Loan being requested to be converted pursuant to the applicable Conversion/Continuation Notice exceeds the aggregate amount of the BA Discount Proceeds for such Bankers’ Acceptance.
(g) Each Loan made as a Bankers' Acceptance or a LIBOR Loan shall be in an the minimum aggregate amount of $500,000 (and in multiples of $100,000 if in excess thereof).
(h) The Borrower may from time to time repay, without penalty or premium, any outstanding Loan, except that Bankers’ Acceptances and LIBOR Loans may not be paid prior to the end of the applicable BA Period or Interest Period. The Borrower shall provide to the Bank three (3) Business Days advance notice of repayment.
(i) Each Canadian Prime Rate Loan shall bear interest on the outstanding principal amount thereof, for each day from and including the date such Loan is made or is converted to but excluding the date it becomes due or is converted, at a rate per annum equal to the Maximum Term Loan Creditsum of the Canadian Prime Rate plus the Applicable Rate for such day. Once all or any Changes in the rate of interest on that portion of any Loan maintained as a Canadian Prime Rate Loan will take effect simultaneously with each change in the Canadian Prime Rate. Each US Base Rate Loan shall bear interest on the outstanding principal amount thereof, for each day from and including the date such Loan is made or is converted to but excluding the date it becomes due or is converted, at a rate per annum equal to the sum of the US Base Rate plus the Applicable Rate for such day. Changes in the rate of interest on that portion of any Loan maintained as a US Base Rate Loan will take effect simultaneously with each change in the US Base Rate.
(j) During the continuance of an Event of Default, the Bank may, at its option, by written notice to the Borrower (which notice may be revoked at the option of the Bank), declare that each Canadian Prime Rate Loan shall bear interest at the then applicable rate plus 2% per annum.
(k) All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Bank at the Bank’s address specified herein, by 12:00 p.m. (Toronto time) on the date when due.
(i) The Bank shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to the Bank resulting from each Loan made by the Bank from time to time, including the amounts of principal and interest payable and paid to the Bank from time to time hereunder.
(ii) The Bank will record (a) the amount of each Loan made hereunder, the Type thereof and, if applicable, the Interest Period or BA Period with respect thereto, (b) the amount of any principal or interest due and payable or to become due and payable from the Borrower hereunder, as well as the original stated amount of each Letter of Credit and the amount of the Term Loan is repaid LC Exposure outstanding at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrowertime, and the Maximum Term Loan Credit shall automatically be reduced by (c) the amount of such repayment or prepayment of principal under any sum received by the Term LoanBank hereunder from the Borrower.
(ciii) Subject The entries maintained in the accounts maintained by the Bank pursuant to the terms and conditions of this Agreement, Borrower may paragraphs (i) borrow then unadvanced principal amounts under the Revolving Loan, and (ii) repay above shall be prima facie evidence of the Revolving Loan, in full or in part, without penalty other than existence and amounts of the payment of any applicable Breakage Fee, and (iii) reborrow then unadvanced principal amounts under the Revolving LoanObligations therein recorded; provided, thathowever, notwithstanding that the foregoing, Lender failure of the Bank to maintain such accounts or any error therein shall not have in any obligation to make Revolving Loan Advances to Borrower in excess of the Maximum Revolving Loan Credit and, in the event manner affect the obligation of Lender the Borrower to make Revolving Loan Advances to repay the Obligations in accordance with their terms.
(m) The Borrower is terminated as permitted hereunder, Lender shall not have be entitled to request, or to elect to convert or continue, any further obligation Loan if the Interest Period requested with respect thereto would end after the Maturity Date. For certainty, the Loan made under the Bulge Facility may only be converted or continued prior to make additional Revolving Loan Advances hereunder. In no event shall a Revolving Loan Advance be made when any Default or Event of Default has occurred and is continuingthe Bulge Facility Maturity Date.
Appears in 1 contract
Sources: Credit Agreement (Algonquin Power & Utilities Corp.)
Loans. (aA) Subject to Upon the fulfillment satisfaction of the conditions precedent set forth in Sections 5.01 5.1, 5.2, 5.3 and 5.02 hereof5.4, as applicable, from and provided that no Default shall have occurred including the Closing Date and be continuing hereunderprior to the Termination Date, each Revolving Lender severally agrees to make and not jointly agrees, on the terms and conditions of set forth in this Agreement (i) a term loan in the amount of the Maximum Term Loan Credit evidenced by the Term Note (the "TERM LOAN")Agreement, and a commercial to make revolving loan in an amount up loans to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit and (ii) the Borrowing Base as in effect Syndicated Borrowers from time to time.
, in Dollars or Eurocurrency Rate Loans in any Agreed Currency, in a Dollar Amount not to exceed such Revolving Lender’s Revolving Loan Pro Rata Share of Revolving Credit Availability at such time (b) On or about each individually, a “Revolving Loan” and, collectively, the date “Revolving Loans”); provided, that, after giving effect to any such Revolving Loan, the Dollar Amount of the Revolving Credit Obligations shall not exceed the Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, Lender has made the Syndicated Borrowers may borrow, repay and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the principal amount of the Term Loan in an amount equal to the Maximum Term Loan Credit. Once all or any portion of the principal amount of the Term Loan is repaid reborrow Revolving Loans at any time by prior to the Termination Date. At the Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, ’s option (so long as such option is exercised in accordance with Sections 2.7 and 2.9 and the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term Loan.
(c) Subject to the other terms and conditions of this Agreement), Revolving Loans shall be either Floating Rate Loans or Eurocurrency Rate Loans. On the Termination Date, each Syndicated Borrower shall repay in full the outstanding principal balance of the Revolving Loans made to such Syndicated Borrower. Each Advance under this Section 2.1 shall consist of Revolving Loans made by each Revolving Lender ratably in proportion to such Revolving Lender’s respective Revolving Loan Pro Rata Share.
(B) Upon the satisfaction of the conditions precedent set forth in Sections 5.1 and 5.2, each Term Loan Lender severally and not jointly agrees, on the terms and conditions set forth in this Agreement, to make term loans to the Company on the Closing Date, in Dollars, in an amount equal to its Term Loan Commitment (each individually, a “Term Loan” and, collectively, the “Term Loans”). The Term Loan Commitment of each Term Loan Lender, if not fully drawn, shall expire at 4:00 p.m. (Chicago time) on the Closing Date. No Term Loan may be reborrowed once repaid. The aggregate of all Term Loans extended on the Closing Date shall not exceed the Aggregate Term Loan Commitment. At the Borrower’s option (so long as such option is exercised in accordance with Sections 2.7 and 2.9 and the other terms and conditions of this Agreement), Term Loans shall be either Floating Rate Loans or Eurocurrency Rate Loans. The Company shall repay the Term Loans in the following amounts on the following Payment Dates, with the remaining outstanding principal balance of the Term Loans being repaid in full on the Termination Date: (i) borrow then unadvanced principal amounts under $1,875,000 on each of the Revolving LoanPayment Dates occurring in June 2012, September 2012, December 2012 and March 2013; (ii) repay $2,812,500 on each of the Revolving LoanPayment Dates occurring in June 2013, in full or in partSeptember 2013, without penalty other than the payment of any applicable Breakage Fee, December 2013 and March 2014; and (iii) reborrow then unadvanced principal amounts under the Revolving Loan; provided, that, notwithstanding the foregoing, Lender shall not have any obligation to make Revolving Loan Advances to Borrower in excess of the Maximum Revolving Loan Credit and, in the event the obligation of Lender to make Revolving Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall a Revolving Loan Advance be made when any Default or Event of Default has occurred and is continuing$3,750,000 on each Payment Date thereafter.
Appears in 1 contract
Sources: Credit Agreement (Kaydon Corp)
Loans. (a) Subject On the terms and subject to the fulfillment conditions hereof, from time to time during the period commencing on the Closing Date and ending at the close of business on the Business Day immediately preceding the last Business Day of the conditions Initial Term, each Lender shall make Property Loans to the Borrowers in an amount, for each Lender, equal to its Lender Percentage of the amount requested by the Borrowers pursuant to Section 2.02(a)(i); provided that no Lender shall make any such Property Loan or portion thereof if any condition precedent set forth in Sections 5.01 and 5.02 hereof, and provided that no Default Section 3.02 shall not have occurred and be continuing hereunder, Lender severally agrees been satisfied (or waived) or if after giving effect to make on the terms and conditions of this Agreement (i) a term loan in the amount of the Maximum Term Loan Credit evidenced by the Term Note (the "TERM LOAN"), and a commercial revolving loan in an amount up to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of such Property Loan:
(i) the Maximum Credit and aggregate outstanding principal amount of the Loans funded by such ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ will exceed its Commitment;
(ii) the Aggregate Loan Principal Balance will exceed the Aggregate Commitment;
(iii) the Loan to Value Ratio with respect to all Financed Properties and all Pending Advance Properties in the aggregate will exceed 70.0%;
(iv) the Loan to Cost Ratio with respect to all Financed Properties and all Pending Advance Properties in the aggregate will exceed 75.0%;
(v) the aggregate Debt Yield with respect to all Financed Properties in the aggregate and all Pending Advance Properties in the aggregate determined as of the proposed Borrowing Base Date will be less than 6.5%;
(vi) the aggregate Debt Service Coverage Ratio with respect to all Financed Properties and all Pending Advance Properties in the aggregate will be less than 1.30:1.00;
(vii) the Loan to Value Ratio with respect to all Pending Advance Properties in the aggregate will exceed 70.0%;
(viii) the Loan to Cost Ratio with respect to all Pending Advance Properties in the aggregate will exceed 75.0%;
(ix) the aggregate Debt Yield with respect to all Pending Advance Properties and the requested Property Loans determined as of the proposed Borrowing Date will be less than 6.5%; or
(x) the aggregate Debt Service Coverage Ratio with respect to all Pending Advance Properties and the requested Property Loans determined as of the proposed Borrowing Date will be less than 1.30:1.00.
(xi) Each Borrowing of Property Loans shall be in effect from time a minimum principal amount equal to time.$5,000,000.
(b) On the terms and subject to the conditions hereof, from time to time during the period commencing on the Closing Date and ending at the close of business on the Business Day immediately preceding the last Business Day of the Initial Term, each Lender shall make Renovation Loans to the Borrowers in an amount, for each Lender, equal to its Lender Percentage of the amount requested by the Borrowers pursuant to Section 2.02(a)(ii); provided that no Lender shall make any such Renovation Loan or about portion thereof if any condition precedent set forth in Section 3.03 shall not have been satisfied (or waived) or if after giving effect to such Renovation Loan:
(i) the date of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the aggregate outstanding principal amount of the Term Loans funded by such ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ will exceed its Commitment;
(ii) the Aggregate Loan Principal Balance will exceed the Aggregate Commitment;
(iii) the Loan to Value Ratio with respect to all Financed Properties and all Pending Renovation Advance Properties in an the aggregate will exceed 70.0%;
(iv) the Loan to Cost Ratio with respect to all Financed Properties and all Pending Renovation Advance Properties in the aggregate will exceed 75.0%;
(v) the aggregate Debt Yield with respect to all Financed Properties in the aggregate and all Pending Renovation Advance Properties in the aggregate determined as of the proposed Borrowing Date will be less than 6.5%;
(vi) the aggregate Debt Service Coverage Ratio with respect to all Financed Properties and all Pending Renovation Advance Properties in the aggregate will be less than 1.30:1.00;
(vii) the Loan to Value Ratio with respect to all Pending Renovation Advance Properties in the aggregate will exceed 70.0%
(viii) the Loan to Cost Ratio with respect to all Pending Renovation Advance Properties in the aggregate will exceed 75.0%;
(ix) the aggregate Debt Yield with respect to all Pending Renovation Advance Properties and the requested Renovation Loans determined as of the proposed Borrowing Date will be less than 6.5%; or
(x) the aggregate Debt Service Coverage Ratio with respect to all Pending Renovation Advance Properties and the requested Renovation Loans determined as of the proposed Borrowing Date will be less than 1.30:1.00. Each Borrowing of Renovation Loans shall be in a minimum principal amount equal to the Maximum Term Loan Credit$5,000,000. Once all or any portion of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term Loan.
(c) Subject to the foregoing and to the limitations set forth in Section 2.06, the Borrowers may borrow, prepay and reborrow the Loans hereunder.
(d) Each Borrowing shall consist of Loans made on the same day by each of the Lenders ratably according to their respective Lender Percentages. Each Lender represents and warrants that either (i) no portion of any Loan attributable to such Lender is or shall be funded with the “plan assets” of (A) any “benefit plan investor” within the meaning of 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA or (B) any employee benefit plan or plan that is subject to any law, rule or regulation substantially similar to Section 406 of ERISA or Section 4975 of the Code (“Other Plan Law”); or (ii) the Loans and the transactions contemplated by the Loan Documents will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any applicable Other Plan Law.
(e) The Calculation Agent shall maintain a record or records evidencing the indebtedness of the Borrowers to the Lenders resulting from each Loan made by the Lenders from time to time, including the outstanding principal balance of such Loans and the amount of Interest payable and paid to such Lender from time to time hereunder, which shall be based solely on the information provided to the Calculation Agent. The entries made in such records of the Calculation Agent shall be prima facie evidence of the existence and amounts of the obligations recorded therein absent manifest error; provided, however, that the failure of the Calculation Agent to maintain such records or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms and conditions of this Agreement, Borrower may (i) borrow then unadvanced principal amounts under the Revolving Loan, (ii) repay the Revolving Loan, in full or in part, without penalty other than the payment of any applicable Breakage Fee, and (iii) reborrow then unadvanced principal amounts under the Revolving Loan; provided, thatfurther, notwithstanding the foregoing, Lender shall not have any obligation to make Revolving Loan Advances to Borrower in excess of the Maximum Revolving Loan Credit and, that in the event of any inconsistency between such records and the obligation Register, the Register shall control.
(f) On the last Business Day of the Initial Term, the Commitments of the Lenders will terminate automatically without any action required on the part of any Person. The Aggregate Loan Principal Balance, together with all other Obligations, shall mature and be due and payable in full in cash on the Maturity Date.
(g) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers shall prepare, execute and deliver to make Revolving Loan Advances such Lender one or more promissory notes in any denominations specified by such Lender (in an aggregate principal amount not to Borrower is terminated as exceed the Commitment owing such Lender) payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered and permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunderassigns) substantially in the form of Exhibit G (a “Note”). In no event shall either the Paying Agent or the Calculation Agent have any obligation to maintain a Revolving Loan Advance be made when register of holders of any Default such promissory notes, or Event of Default has occurred and is continuingto register or otherwise monitor transfers thereof.
Appears in 1 contract
Loans. (a) Subject to the fulfillment of the conditions precedent set forth in Sections 5.01 and 5.02 hereof, and provided that no Default shall have occurred and be continuing hereunder, Lender severally agrees to make on the terms and conditions of this Agreement (i) a term loan in the amount of the Maximum Term Loan Credit evidenced by the Term Note (the "TERM LOAN"), and a commercial revolving loan in an amount up to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit and (ii) the Borrowing Base as in effect from time to time.
(b) On or about the date of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the principal amount of the Term Loan in an amount equal to the Maximum Term Loan Credit. Once all or any portion of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term Loan.
(c) Subject to the terms and conditions of this Agreementset forth herein, Borrower may each Revolving Lender severally agrees to make revolving loans (i) borrow then unadvanced principal amounts under the each such loan, a “Committed Revolving Loan”) to the Borrower in Dollars from time to time, (ii) repay on any Business Day during the Availability Period for the Aggregate Revolving LoanCommitments, in full or in part, without penalty other than an aggregate amount not to exceed at any time outstanding the payment amount of any applicable Breakage Fee, and (iii) reborrow then unadvanced principal amounts under the such Revolving LoanLender’s Revolving Commitment; provided, that, notwithstanding after giving effect to any Committed Revolving Borrowing, (i) the foregoingTotal Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) the Revolving Credit Exposure of any Revolving Lender shall not have exceed such Revolving Lender’s Revolving Commitment. Within the limits of each Revolving Lender’s Revolving Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(a), prepay under Section 2.05, and reborrow under this Section 2.01(a). Committed Revolving Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein; provided, that, all Committed Revolving Borrowings made on the Closing Date shall be made as Base Rate Loans, unless the Borrower submits a funding indemnity letter, in form and substance satisfactory to the Administrative Agent, at least three (3) Business Days prior to the Closing Date, for any obligation Eurodollar Rate Loans requested to be made on the Closing Date.
(b) Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make Revolving Loan Advances a single loan (each such loan, a “Term Loan”) to the Borrower in excess Dollars on any Business Day during the Availability Period for the Term Facility, in an aggregate amount not to exceed such Term Lender’s Term Commitment. Each Term Borrowing shall consist of Term Loans made simultaneously by the Term Lenders in accordance with their respective Applicable Percentage of the Maximum Revolving Loan Credit andTerm Facility. Term Borrowings repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans or Eurodollar Rate Loans, in the event the obligation of Lender to make Revolving Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall a Revolving Loan Advance be made when any Default or Event of Default has occurred and is continuingprovided herein.
Appears in 1 contract
Sources: Credit Agreement (Ansys Inc)
Loans. (a) Subject to the fulfillment of the conditions precedent set forth in Sections 5.01 and 5.02 hereof, and provided that no Default shall have occurred and be continuing hereunder, Lender severally agrees to make on the terms and conditions of this Agreement (i) a term loan in the amount of the Maximum Term Loan Credit evidenced by the Term Note (the "TERM LOAN"), and a commercial revolving loan in an amount up to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit and (ii) the Borrowing Base as in effect from time to time.
(b) On or about the date of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the principal amount of the Term Loan in an amount equal to the Maximum Term Loan Credit. Once all or any portion of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term Loan.
(c) Subject to the terms and conditions of this set forth herein and in the Credit Agreement, (i)(x) each person designated as a “U.S. Term Lender” on Schedule I hereto (each, a “New U.S. Term Lender”) agrees, severally and not jointly, to make a New U.S. Term Loan to Terex on the Amendment Effective Date (as defined below) in an aggregate principal amount not to exceed the amount set forth opposite its name on Schedule I hereto and (y) each person designated as a “Euro Term Lender” on Schedule I hereto (each, a “New Euro Term Lender”; each New U.S. Term Lender and each New Euro Term Lender, a “New Term Lender”) agrees, severally and not jointly, to make a New Euro Term Loan to the European Borrower may on the Amendment Effective Date in an aggregate principal amount not to exceed the amount set forth opposite its name on Schedule I hereto, and (ii) from and after the making of the New Term Loans on the Amendment Effective Date, each New U.S. Term Loan shall be a “U.S. Term Loan” and a “Loan”, each New Euro Term Loan shall be a “Euro Term Loan” and a “Loan”, each New U.S. Term Lender shall be a “U.S. Term Lender” and a “Lender” and each New Euro Term Lender shall be a “Euro Term Lender” and a “Lender”, in each case, for all purposes under the Credit Agreement as amended hereby and the other Loan Documents. The proceeds of the New Term Loans will be used by Terex and the European Borrower solely to make the Loan Repayment (as defined below) and to pay fees and expenses incurred in connection therewith.
(b) On the Amendment Effective Date, (i) borrow then unadvanced principal amounts Terex shall repay all Existing U.S. Term Loans outstanding under the Revolving LoanCredit Agreement, together with accrued and unpaid interest thereon, with the proceeds of the New U.S. Term Loans and cash on hand of Terex (the “U.S. Loan Repayment”) and (ii) the European Borrower shall repay the Revolving Loan, in full or in part, without penalty other than the payment of any applicable Breakage Fee, and (iii) reborrow then unadvanced principal amounts all Existing Euro Term Loans outstanding under the Revolving Loan; providedCredit Agreement, thattogether with accrued and unpaid interest thereon, notwithstanding with the foregoing, Lender shall not have any obligation to make Revolving Loan Advances to Borrower in excess proceeds of the Maximum Revolving New Euro Term Loans and cash on hand of the European Borrower (the “Euro Loan Credit andRepayment” and together with the U.S. Loan Repayment, in the event the obligation of Lender to make Revolving “Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall a Revolving Loan Advance be made when any Default or Event of Default has occurred and is continuingRepayment”).
Appears in 1 contract
Sources: Credit Agreement (Terex Corp)
Loans. (a) Subject Until the Termination Date, subject to the fulfillment of the conditions precedent set forth in Sections 5.01 and 5.02 hereof, and provided that no Default shall have occurred and be continuing hereunder, Lender severally agrees to make on the terms and conditions of this Agreement (i) a term loan in the amount Agreement, each of the Maximum Term Loan Credit evidenced by Lenders, severally and not jointly with the Term Note other Lenders, agrees to make loans (collectively, the "TERM LOAN"), and a commercial revolving loan “Loans”) in an amount up U.S. dollars to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up not to but not exceeding the lesser of exceed such Lender’s Commitment. Loans shall be made on any Borrowing Date only (i) in the Maximum Credit minimum aggregate principal amount of $5,000,000 or in integral multiples of $1,000,000 in excess thereof, in the case of Eurodollar Loans, and in the minimum aggregate amount of $1,000,000 or in integral multiples of $100,000, in the case of ABR Loans and (ii) in a maximum aggregate principal amount not exceeding the Available Commitment (after giving effect to any repayments or prepayments and any other borrowings of Loans on such Borrowing Base as in effect from time to timeDate).
(b) On or about The Borrower acknowledges and confirms that on the date of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt ofRestatement Effective Date, the aggregate outstanding principal amount of the Term Loan in an amount equal to Loans is $247,000,000.00. On the Maximum Term Loan Credit. Once all or any portion of Restatement Effective Date, the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term Loan.
(c) Subject to the terms and conditions of this Agreement, Borrower may parties hereto hereby agree that (i) borrow then unadvanced principal the Commitments shall be as set forth on Schedule I and the portion of Loans outstanding shall be reallocated in accordance with such Commitments set forth on Schedule I and the requisite assignments shall be deemed to be made on the Restatement Effective Date in such amounts under by and between the Revolving LoanLenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by an applicable Assignment and Acceptance. Notwithstanding anything to the contrary in Section 10.03 or any other provision hereof, no other documents or instruments, including any Assignment and Acceptance, shall be executed in connection with these assignments (ii) repay the Revolving Loan, in full or in part, without penalty other than the payment all of any applicable Breakage Feewhich requirements are hereby waived), and (iii) reborrow then unadvanced principal amounts under such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Acceptance. On the Revolving Loan; providedRestatement Effective Date, thatthe Lenders shall make full cash settlement with each other either directly or through the Administrative Agent, notwithstanding as the foregoingAdministrative Agent may direct or approve, Lender with respect to all assignments, reallocations and other changes in Commitments such that after giving effect to such settlements, each Lender’s Pro Rata Share shall not have any obligation be as set forth on Schedule I. In addition, on the Restatement Effective Date, the Borrower shall pay to make Revolving Loan Advances to Borrower in excess the Administrative Agent, for the account of the Maximum Revolving Loan Credit andLenders, all losses, costs and expenses, if any, incurred as a result of the reallocations provided for in the event the obligation of Lender to make Revolving Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall a Revolving Loan Advance be made when any Default or Event of Default has occurred and is continuingthis Section.
Appears in 1 contract
Loans. (a) Subject to the fulfillment of the conditions precedent set forth in Sections 5.01 and 5.02 hereof, and provided that no Default shall have occurred and be continuing hereunder, Lender severally agrees to make on the terms and conditions of this Agreement (i) a term loan in the amount of the Maximum Term Loan Credit evidenced by the Term Note (the "TERM LOAN"), and a commercial revolving loan in an amount up to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit and (ii) the Borrowing Base as in effect from time to time.
(b) On or about the date of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the principal amount of the Term Loan in an amount equal to the Maximum Term Loan Credit. Once all or any portion of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term Loan.
(c) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, each Lender with a Commitment agrees, severally and not jointly, to provide Loans to the Borrower on the Effective Date in a principal amount not to exceed its Commitment. Each Lender shall provide such Loans to the Borrower on the Effective Date pursuant to (x) the automatic substitution and exchange, on a cashless basis, of this Agreementthe Pre-Existing Borrowings for Loans, Borrower may in a principal amount equal to such Pre-Existing Borrowings, which shall be deemed Loans issued hereunder on the Effective Date and (y) the funding in cash of Loans (the “Effective Date Advance”) hereunder on the Effective Date in an aggregate principal amount equal to each Lender’s Funded Cash Amount. The Original Issue Discount shall be deducted from the Effective Date Advance and credited to the [****] Lenders on a pro rata basis. All Commitments, Pre-Existing Borrowings and Funded Cash Amounts of each Lender are set forth on Schedule 2.1 under the correlative heading.
(b) As of the Effective Date, the aggregate Outstanding Amount (including, for the avoidance of doubt, all Funded Cash Amounts) owing to the Lenders under, or in respect of, the Loans and in respect of all Obligations, is $200,364,584.19, allocated between the Lenders as set forth in Schedule 2.1.
(c) The outstanding principal balance of and all accrued and unpaid interest on the Loans shall be due and payable on the earlier of (i) borrow then unadvanced principal amounts under the Revolving LoanMaturity Date, (ii) repay the Revolving Loana Change of Control, in full or in part, without penalty other than the payment of any applicable Breakage Fee, and (iii) reborrow then unadvanced principal amounts under upon the Revolving Loan; provided, that, notwithstanding the foregoing, Lender shall not have any obligation to make Revolving Loan Advances to Borrower in excess sale or transfer of all or substantially all assets of the Maximum Revolving Collateral Properties and (iv) the date of the acceleration of the Loans in accordance with the terms hereof. Any principal amount of the Loans that is repaid or prepaid may not be reborrowed. All principal of, interest on, and other amounts payable in respect of the Loans shall constitute Obligations.
(d) Any contrary provision of this Agreement or any other Loan Credit andDocument notwithstanding, at any time after the occurrence and during the continuance of a Default or an Event of Default, [****] may, from time to time, make Loans to, or for the benefit of, Borrower, as it deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, or (ii) to enhance the likelihood of repayment of the Obligations (the Loans described in the event the obligation of Lender this Section 2.1(d) shall be referred to make Revolving as “Protective Advances”).
(e) Each Protective Advance shall be deemed to be a Loan hereunder. The Protective Advances to Borrower is terminated as permitted shall be repayable on demand, secured by Agent’s Liens, constitute Obligations hereunder, Lender shall and bear interest at the rate applicable from time to time to Loans. The provisions of this Section 2.1(d) are for the exclusive benefit of Agent and Lenders and are not have intended to benefit Borrower (or any further obligation to make additional Revolving other Loan Advances hereunder. In no event shall a Revolving Loan Advance be made when Party) in any Default or Event of Default has occurred and is continuingway.
Appears in 1 contract
Loans. (a) Subject to the fulfillment of the conditions precedent set forth in Sections 5.01 and 5.02 hereof, and provided that no Default shall have occurred and be continuing hereunder, Lender severally agrees to make on On the terms and conditions of set forth herein, including this Agreement Section and Article Four, the Borrower may from time to time on any Business Day during the Revolving Period, request that each Committed Lender make an advance (ieach, a “Loan”) a term loan in the amount of the Maximum Term Loan Credit evidenced by the Term Note (the "TERM LOAN")each such Committed Lender’s Lender Advance, and a commercial revolving loan in an amount up to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as Borrower on a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit and (ii) the Borrowing Base as in effect from time to timeFunding Date.
(b) On or about No later than 12:01 p.m., New York City time, one Business Days prior to the date of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt ofproposed Funding Date, the principal amount 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 Term 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 Maximum Term Loan Credit. Once all or any portion subject of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term proposed Loan.
(c) Subject Following receipt by the Administrative Agent and the Lenders of a Funding Request, and prior to the terms and 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 of this Agreementcontained herein, Borrower may in an aggregate amount equal to the Loan so requested.
(d) In no event shall:
(i) borrow then unadvanced principal amounts under a Committed Lender be required on any date to fund a Principal Amount that would cause its Lender Percentage of the Revolving LoanLoans Outstanding, determined after giving effect to such funding, to exceed its Commitment;
(ii) repay a Committed Lender be obligated to fund any Loan to the Revolving extent that after giving effect to such Loan, in full an Early Amortization Event or in part, without penalty other than the payment of any applicable Breakage Fee, and a Termination Event would occur;
(iii) reborrow then unadvanced principal amounts under [reserved];
(iv) any Loan be made after the Revolving Loan; provided, that, notwithstanding Period or the foregoing, Lender shall not have Principal Amount of any obligation to make Revolving Loan Advances to Borrower in excess of exceed the Maximum Revolving Available Amount on the related Funding Date;
(v) more than one Loan Credit and, in the event the obligation of Lender to make Revolving Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have be funded on any further obligation to make additional Revolving Loan Advances hereunder. In no event shall a Revolving Loan Advance be made when any Default or Event of Default has occurred and is continuingBusiness Day.
Appears in 1 contract
Sources: Warehouse Agreement (Vroom, Inc.)
Loans. (a) Subject to the fulfillment of the conditions precedent set forth in Sections 5.01 and 5.02 hereof, and provided that no Default shall have occurred and be continuing hereunder, Lender severally agrees to make on the terms and conditions of this Agreement (i) a term loan in the amount of the Maximum Term Loan Credit evidenced by the Term Note (the "TERM LOAN"), and a commercial revolving loan in an amount up to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit and (ii) the Borrowing Base as in effect from time to time.
(b) On or about the date of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the principal amount of the Term Loan in an amount equal to the Maximum Term Loan Credit. Once all or any portion of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term Loan.
(c) Subject to the terms and conditions of this Agreement, Borrower may from the Closing Date and until the Commitment Termination Date
(i) borrow then unadvanced principal amounts under Lender agrees (A) to make available advances (each, a "Revolving Credit Advance") and (B) to incur Letter of Credit Obligations, in an aggregate outstanding amount not to exceed the Revolving LoanBorrowing Availability, and
(ii) Borrower may at its request from time to time borrow, repay and reborrow, and may cause Lender to incur Letter of Credit Obligations, under this Section 1.1.
(b) Borrower shall request each 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 11:30 A.M. (Chicago time) on the Business Day of the proposed 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 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.
(c) The Revolving Credit Loan shall be evidenced by, and be repayable in accordance with the terms of, the Revolving LoanCredit Note and this Agreement.
(d) Borrower agrees that Lender, in full making any Revolving Credit Advance or in partincurring any other Obligation hereunder, without penalty shall be entitled to rely upon the most recent Borrowing Base Certificate delivered to Lender by Borrower and other than the payment of any applicable Breakage Fee, and (iii) reborrow then unadvanced principal amounts under the Revolving Loan; provided, that, notwithstanding the foregoing, information available to Lender. Borrower further agrees that Lender shall not have any be under no obligation to make Revolving Loan Advances to Borrower in excess of the Maximum Revolving Loan Credit and, in the event the obligation of Lender to make Revolving Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation Revolving Credit Advance or incur any other Obligation if Borrower shall have failed to make additional Revolving Loan Advances hereunder. In no event shall deliver a Revolving Loan Advance be made when any Default or Event of Default has occurred and is continuingBorrowing Base Certificate to Lender by the time specified in Section 4.1 (b).
Appears in 1 contract
Loans. (ai) Subject to and upon the fulfillment terms and conditions herein set forth, each Lender having an Initial Term Loan Commitment severally agrees to make a loan or loans (each, an “Initial Term Loan”) to the Borrower, which Initial Term Loans (i) shall not exceed, for any such Lender, the Initial Term Loan Commitment of such Lender, (ii) shall not exceed, in the aggregate, the Total Initial Term Loan Commitment, (iii) shall be made on the Closing Date and shall be denominated in Dollars, (iv) may, at the option of the Borrower, be Incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that all such Initial Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise provided herein, consist entirely of Initial Term Loans of the same Type and (v) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed. On the Initial Term Loan Maturity Date, all outstanding Initial Term Loans shall be repaid in full.
(ii) Subject to and upon the terms and conditions precedent set forth in Sections 5.01 the 2022 Incremental Agreement, each Lender having a 2022 Incremental Term Loan Commitment severally agrees to make 2022 Incremental Term Loans to the Borrower, which 2022 Incremental Term Loans (A) shall not exceed, for any such Lender, the 2022 Incremental Term Loan Commitment of such Lender, (B) shall not exceed, in the aggregate, the Total 2022 Incremental Term Loan Commitment, (C) shall be made on the 2022 Incremental Agreement Effective Date and 5.02 shall be denominated in Dollars, (D) may, at the option of the Borrower, be Incurred and maintained as, and/or converted into, ABR Loans or Term SOFR Loans; provided that all such 2022 Incremental Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise provided herein, consist entirely of 2022 Incremental Term Loans of the same Type and (v) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed. On the 2022 Incremental Term Loan Maturity Date, all outstanding 2022 Incremental Term Loans shall be repaid in full.
(i) Subject to and provided that no Default shall have occurred upon the terms and be continuing hereunderconditions herein set forth, each Revolving Credit Lender severally agrees to make on a loan or loans (each, a “Revolving Credit Loan”) to the terms and conditions of this Agreement Borrower in Dollars or any Alternative Currency, which Revolving Credit Loans (i) a term loan shall not exceed, for any such Lender, the Revolving Credit Commitment of such Lender, (ii) shall not, after giving pro forma effect thereto and to the application of the proceeds thereof, result in such ▇▇▇▇▇▇’s Revolving Credit Exposure at such time exceeding such Lender’s Revolving Credit Commitment at such time, (iii) shall not, after giving pro forma effect thereto and to the application of the proceeds thereof, at any time result in the aggregate amount of all Lenders’ Revolving Credit Exposures exceeding the Maximum Term Loan Total Revolving Credit evidenced by the Term Note Commitment then in effect, (the "TERM LOAN"), and a commercial revolving loan in an amount up to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans iv) shall be made at any time and from time to Borrower time on and after the Closing Date and prior to the Revolving Credit Maturity Date, (v)
(i) in the case of Revolving Credit Loans denominated in Dollars, from may at the option of the applicable Borrower be Incurred and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit maintained as, and/or converted into, ABR Loans or Eurocurrency Loans and (ii) in the case of Revolving Credit Loans denominated in an Alternative Currency, shall be Incurred and maintained as Eurocurrency Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing Base as shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type and (vi) may be repaid and reborrowed in effect from time to time.accordance with the provisions hereof. -104- #95203802v2296160609v3 #96160609v5
(bii) On or about the date of this AgreementRevolving Credit Maturity Date, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the principal amount of the Term Loan all outstanding Revolving Credit Loans shall be repaid in an amount equal to the Maximum Term Loan Credit. Once all or any portion of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, full and the Maximum Term Loan Revolving Credit Commitments shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term Loanterminate.
(c) Each Lender may at its option make any Fixed Rate Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Fixed Rate Loan; provided that (i) any exercise of such option shall not affect the obligation of the Borrower to repay such Fixed Rate Loan and (ii) in exercising such option, such Lender shall use its reasonable efforts to minimize any increased costs to the Borrower resulting therefrom (which obligation of the Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.10 shall apply).
(i) Subject to and upon the terms and conditions herein set forth, the Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Closing Date and prior to the Swingline Maturity Date, to make a loan or loans (each, a “Swingline Loan”) to the Borrower in Dollars, which Swingline Loans (A) shall be ABR Loans, (B) shall have the benefit of this Agreementthe provisions of Section 2.1(d)(ii), (C) shall not exceed at any time outstanding the Swingline Commitment, (D) shall not, after giving pro forma effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of all Lenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect, (E) may be repaid and reborrowed in accordance with the provisions hereof and (F) shall mature no later than the date ten Business Days after such Swingline Loan is made. On the Swingline Maturity Date, all outstanding Swingline Loans shall be repaid in full. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from either the Borrower may or the Administrative Agent stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (x) of rescission of all such notices from the party or parties originally delivering such notice, (y) of the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or (z) from the Administrative Agent that such Default or Event of Default is no longer continuing.
(ii) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Revolving Credit Lenders, with a copy to the Borrower, that all then-outstanding Swingline Loans shall be funded with a Borrowing of Revolving Credit Loans, in which case Revolving Credit Loans constituting ABR Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the same Business Day by all Revolving Credit Lenders pro rata based on each such Lender’s Revolving Credit Commitment Percentage, and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make such Revolving Credit Loans upon same Business Days’ notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender notwithstanding (i) borrow then unadvanced principal amounts under that the Revolving Loanamount of the Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) repay the Revolving Loanwhether any conditions specified in Section 7 are then satisfied, in full or in part, without penalty other than the payment of any applicable Breakage Fee, and (iii) reborrow then unadvanced principal amounts under the Revolving Loan; provided, that, notwithstanding the foregoing, Lender shall not have any obligation to make Revolving Loan Advances to Borrower in excess of the Maximum Revolving Loan Credit and, in the event the obligation of Lender to make Revolving Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall whether a Revolving Loan Advance be made when any Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing or (v) any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any Debtor Relief Law in respect of the Borrower), each Revolving Credit Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such participation of the outstanding Swingline Loans as shall be necessary to cause each such Lender to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal and interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to the Lender purchasing the same from and after such date of purchase.
(iii) The Borrower may, at any time and from time to time, designate as additional Swingline Lenders one or more applicable Revolving Credit Lenders that agree to serve in such capacity as provided below. The -105- #95203802v2296160609v3 #96160609v5
(iv) The Borrower may terminate the appointment of any Swingline Lender as a “Swingline Lender” hereunder by providing a written notice thereof to such Swingline Lender, with a copy to the Administrative Agent. Any such termination shall become effective upon the earlier of (i) the Swingline Lender’s acknowledging receipt of such notice and (ii) the fifth Business Day following the date of the delivery thereof; provided that no such termination shall become effective until and unless the Swingline Exposure of such Swingline Lender shall have been reduced to zero. Notwithstanding the effectiveness of any such termination, the terminated Swingline Lender shall remain a party hereto and shall continue to have all the rights of a Swingline Lender under this Agreement with respect to Swingline Loans made by it prior to such termination, but shall not make any additional Swingline Loans.
Appears in 1 contract
Sources: Incremental Agreement to Credit Agreement (Snap One Holdings Corp.)
Loans. (a) Subject to the fulfillment of the conditions precedent set forth in Sections 5.01 and 5.02 hereof, and provided that no Default shall have occurred and be continuing hereunder, Lender severally agrees to make on the terms and conditions of this Agreement (i) a term loan in the amount of the Maximum Term Loan Credit evidenced by the Term Note (the "TERM LOAN"), and a commercial revolving loan in an amount up to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit and (ii) the Borrowing Base as in effect from time to time.
(b) On or about the date of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the principal amount of the Term Loan in an amount equal to the Maximum Term Loan Credit. Once all or any portion of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term Loan.
(c) Subject to the terms and conditions of this Agreement, Borrower may the Lender agrees to make Advances to the Borrowers under the Revolving Credit Facility from time to time from the Closing Date until the Revolving Credit Termination Date up to but not exceeding the Revolving Credit Commitment, PROVIDED, however, that the Lender will not be required and shall have no obligation to make any such Advance (i) borrow then unadvanced principal amounts under the Revolving Loan, (ii) repay the Revolving Loan, in full or in part, without penalty other than the payment of any applicable Breakage Fee, and (iii) reborrow then unadvanced principal amounts under the Revolving Loan; provided, that, notwithstanding the foregoing, Lender shall not have any obligation to make Revolving Loan Advances to Borrower in excess of the Maximum Revolving Loan Credit and, in the event the obligation of Lender to make Revolving Loan Advances to Borrower is terminated so long as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall a Revolving Loan Advance be made when any Default or an Event of Default has occurred and is continuingcontinuing or (ii) if the Lender has accelerated the maturity of the Note as a result of an Event of Default; PROVIDED further, however, that immediately after giving effect to each such Advance, the principal amount of Revolving Credit Outstandings plus Letter of Credit Outstandings shall not exceed the Revolving Credit Commitment. Within such limits, the Borrowers may borrow, repay and reborrow under the Revolving Credit Facility on a Business Day from the Closing Date until, but (as to borrowings and reborrowings) not including, the Revolving Credit Termination Date; PROVIDED, however, that (y) no Loan that is a Eurodollar Rate Loan shall be made which has an Interest Period that extends beyond the Stated Termination Date and (z) each Loan that is a Eurodollar Rate Loan may, subject to the provisions of SECTION 2.6, be repaid only on the last day of the Interest Period with respect thereto unless such payment is accompanied by the additional payment, if any, required by SECTION 4.5. Notwithstanding the foregoing, the sum of outstanding Loans made to and Letters of Credit issued for the benefit of TTI and WFI, and in the case of Letters of Credit those issued for the benefit of any Subsidiary of TTI or WFI, shall at no time exceed $5,000,000.
Appears in 1 contract
Sources: Revolving Credit and Reimbursement Agreement (World Fuel Services Corp)
Loans. (a) Subject to the fulfillment of the conditions precedent set forth in Sections 5.01 and 5.02 hereof, and provided that no Default shall have occurred and be continuing hereunder, Lender severally agrees to make on the terms and conditions of this Agreement (i) a term loan in the amount of the Maximum Term Loan Credit evidenced by the Term Note (the "TERM LOAN"), and a commercial revolving loan in an amount up to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit and (ii) the Borrowing Base as in effect from time to time.
(b) On or about the date of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the principal amount of the Term Loan in an amount equal to the Maximum Term Loan Credit. Once all or any portion of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term Loan.
(c) Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans (each a "Loan" and, as the context may require, collectively with all Loans of this Agreementsuch Lender and with the Loans of all other Lenders, the "Loans") to the Borrower may from time to time during the Commitment Period, in an aggregate principal amount such that at any one time the Facility Exposure of such Lender shall not exceed such Lender's Commitment Amount. At no time shall (i) borrow then unadvanced the sum of (A) the aggregate outstanding principal amounts under amount of the Revolving LoanLoans of all Lenders, (B) the aggregate Swingline Exposure, and (C) the aggregate LC Exposure, exceed the Total Commitment Amount, (ii) repay the Revolving Loanface amount of all issued and outstanding Letters of Credit exceed the LC Sublimit, or (iii) the outstanding Swingline Loans exceed the Swingline Amount. During the Commitment Period, the Borrower may borrow, prepay in full whole or in partpart and reborrow under the Commitments, without penalty other than all in accordance with the payment terms and conditions of this Agreement. Subject to the provisions of Sections 2.3 and 2.8, Loans may be (a) ABR Advances, (b) Eurodollar Advances, or (c) any applicable Breakage Feecombination thereof.
(b) This Agreement amends and restates in its entirety all of the terms of the Prior Credit Agreement. On the Effective Date (i) the Loans under the Prior Credit Agreement shall be deemed to be Loans under and as defined in this Agreement and shall maintain their respective status as Eurodollar Advances, ABR Advances or Swing Line Loans, as the case may be, as under the Prior Credit Agreement, (ii) Regions Bank (the "Exiting Lender") shall cease to be a Lender hereunder, and (iii) reborrow then unadvanced principal amounts under the Revolving Loan; provided, that, notwithstanding Lenders (including Exiting Lender) shall buy and sell interests in the foregoing, Loans among themselves as determined by the Agent such that after giving effect thereto each Lender shall not have own its Commitment Percentage of all outstanding Loans and the Exiting Lender shall cease to own any obligation to make Revolving Loan Advances to Borrower in excess of the Maximum Revolving Loan Credit and, interests in the event the obligation of Lender to make Revolving Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall a Revolving Loan Advance be made when any Default or Event of Default has occurred and is continuingLoans.
Appears in 1 contract
Loans. (a) Subject to Upon the fulfillment of terms and conditions and relying upon the conditions precedent representations and warranties herein set forth in Sections 5.01 and 5.02 hereofforth, and provided that no Default shall have occurred and be continuing hereunder, Lender each Bank severally agrees to make Loans to the Borrower denominated in Dollars or Alternate Currencies, from time to time on any one or more Business Days during the terms and conditions period from the Closing Date to the Maturity Date, up to an aggregate Canadian Dollar Equivalent Value of this Agreement (i) a term loan in the principal amount of the Maximum Term Loan Credit evidenced by the Term Note (the "TERM LOAN"), and a commercial revolving loan in an amount up to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount not exceeding at any one time outstanding up to but not exceeding the lesser of amount set opposite such Bank's name on the signature pages hereof as such Bank's Commitment (i) the Maximum Credit and (ii) the Borrowing Base such amount, as in effect it may be reduced from time to time.
(b) On or about time pursuant to Section 4.7 and Section 13.10 being such Bank's "Commitment"); provided, however, that after giving effect to any Loan, in no event shall the date Canadian Dollar Equivalent Value of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the principal outstanding amount of the Term Loan in an amount equal all Loans of all Banks made hereunder to the Maximum Term Loan Credit. Once all or any portion Borrower plus the Canadian Dollar Equivalent Value of the principal amount Letter of Credit Outstandings at such time exceed the Term Loan is repaid at any time by Borrower, said principal amount Commitments of all the Term Loan may not be re-advanced to or borrowed again by Borrower, Banks. Within such limits and the Maximum Term Loan Credit shall automatically be reduced by the amount of during such repayment or prepayment of principal under the Term Loan.
(c) Subject period and subject to the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow hereunder.
(b) [intentionally omitted]
(c) The Borrower shall execute and deliver to the Agent for each Bank to evidence the Loans made by each Bank, a promissory note (each, as the same may be amended, modified or extended from time to time, a "Note"), which shall be (i) borrow then unadvanced principal amounts under dated the Revolving Loan, Closing Date; (ii) repay in the Revolving Loan, in full or in part, without penalty other than the payment principal amount of any applicable Breakage Fee, such Bank's Commitment; and (iii) reborrow then unadvanced in substantially the form attached hereto as Exhibit A, with the blanks appropriately filled. The outstanding principal amounts balance of each Note shall be payable on the Maturity Date. Each Note shall bear interest on the unpaid principal amount thereof from time to time outstanding at the rate per annum determined as specified in Section 3, payable on each Interest Payment Date and at maturity, commencing with the first Interest Payment Date following the date of such Note.
(d) In the case of a proposed borrowing comprised of Eurodollar Loans, the Agent shall promptly notify each Bank of the applicable interest rate under Section 3.
1. In the Revolving Loancase of all borrowings, each Bank shall, before 12:00 noon (Toronto time) on the Borrowing Date, make available for the account of its Applicable Lending Office to the Agent at the Agent's Domestic Lending Office, in immediately available funds, and in the requested currency, its Pro Rata Percentage of such borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Section 8, on the Borrowing Date the Agent shall make the borrowing available to the Borrower at its Domestic Lending Office in immediately available funds and in the requested currency. Each Bank may, at its option, post on a schedule attached to its Note (x) the date and principal amount of each Loan made under such Note; (y) the rate of interest each such Loan will bear; and (z) each payment of principal thereon; provided, thathowever, notwithstanding the foregoing, Lender that any failure of such Bank to so mark ▇▇▇h Note shall not have any obligation affect the Borrower's obligations thereunder; and provided further that such Bank's records as to such matters shall be controlling, absent manifest error, whether or not such Bank has so marked such Note. Any deposit to the Borrower's demand deposit account by the Agent pursuant to a request (whether written or oral) believed by the Agent to be an authorized request by the Borrower for a Loan hereunder shall be deemed to be a Loan hereunder for all purposes with the same effect as if the Borrower had in fact requested the Agent to make Revolving Loan Advances to Borrower in excess of the Maximum Revolving Loan Credit and, in the event the obligation of Lender to make Revolving Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall a Revolving Loan Advance be made when any Default or Event of Default has occurred and is continuingsuch Loan.
Appears in 1 contract
Loans. (a) Subject to the fulfillment all of the conditions precedent set forth in Sections 5.01 and 5.02 hereof, and provided that no Default shall have occurred and be continuing hereunder, Lender severally agrees to make on the terms and conditions hereof, the Lenders hereby agree to make up to an aggregate of this Agreement three (3) Loan Advances (with simultaneous Loan Advances under the Tranche A Term Facility and Tranche B Term Facility constituting one (1) Loan Advance) to the Borrower under the Tranche A Term Facility and Tranche B Term Facility between the date hereof and July 1, 2014 (the “Outside Funding Date”); provided, that the (i) a term loan in the amount of the Maximum Term Loan Credit evidenced by the Term Note (the "TERM LOAN"), and a commercial revolving loan in an amount up to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans Total Outstandings shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one no time outstanding up to but not exceeding exceed the lesser of (A) the Total Commitment or (B) the Borrowing Base Value; (the lesser of (A) or (B) being the “Maximum Loan Amount”), (ii) the Total Tranche A Term Outstandings shall not exceed the Total Tranche A Term Commitments, and (iii) the Total Tranche B Term Outstandings shall not exceed the Total Tranche B Term Commitments. The Tranche A Term Facility and the Tranche B Term Facility may not be reborrowed under any circumstances, and, subject to the provisions of Section 2.1.1(d) below, no Loan Advances shall be made after July 1, 2014.
(b) Subject to Section 2.1.1(a) above, amounts advanced hereunder shall be allocated to the Tranche A Term Facility and Tranche B Term Facility in such fashion as the Borrower may request.
(c) The obligations of the Lenders hereunder are several and independent and not joint. No Lender shall become obligated to advance more than its Commitment Percentage of a respective Tranche A Loan and/or Tranche B Loan including, without limitation, as a result of the failure of any Lender to fulfill its obligations hereunder.
(d) Provided no Default or Event of Default shall then be in existence, the Borrower shall have the right, on one or more occasions prior to February 11, 2017, to elect to increase the either the Total Tranche A Term Commitments and/or the Total Tranche B Term Commitments; provided, however, that (i) the Maximum Credit amount of each such increase shall not be less than Ten Million Dollars ($10,000,000) or in increments of Five Million Dollars ($5,000,000.00 ) in excess thereof, and (ii) the Borrowing Base aggregate amount of all such increases shall not cause the Total Commitment to exceed Three Hundred Million Dollars ($300,000,000). Any such increase in the Total Commitment shall be allocated to the Tranche A Term Facility and/or the Tranche B Term Facility in such amounts as the Borrower may request. Such right may be exercised by the Borrower by written notice to the Administrative Agent, which election shall designate the requested increase in effect the Total Commitment and to which of the Tranche A Term Facility and/or the Tranche B Term Facility such request is being made. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from time to time.
(b) On or about the date of this Agreement, Lender has made and fully advanced delivery of such notice to Borrowerthe Lenders), and Borrower hereby acknowledges receipt ofeach Lender shall endeavor to respond as promptly as possible within such time period. Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment (which decision shall be in its sole discretion) and, the principal amount of the Term Loan in if so, whether by an amount equal to, greater than, or less than its Commitment Percentage of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase and subject to the Maximum Term Loan Credit. Once all or any portion approval of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may Administrative Agent (which approval shall not be re-advanced unreasonably withheld, conditioned or delayed), the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement (each a “Joinder Agreement”) in form and substance reasonably satisfactory to the Administrative Agent and its counsel. If the Total Commitment is increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of each Lender’s increased Commitments among the Tranche A Term Facility and the Tranche B Term Facility, and if such increase is not pro rata among the Tranche A Term Facility and the Tranche B Term Facility, the new or borrowed again by Borrowerincreased Commitments issued in connection with such increase, and the Maximum existing Tranche A Term Loan Credit Commitments and Tranche B Term Commitments of the Lenders, shall automatically be reduced by adjusted (but any existing Commitment of a Lender will not be increased unless such Lender has elected to increase its Commitment) so as to at all times provide that each Lender shall have a pro rata Commitment in each of the amount Tranche A Term Facility and the Tranche B Term Facility. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such repayment or prepayment of principal under increase (with such increase being pro rata among existing Lenders choosing to increase their Commitments) and the Term Loan.
(c) Subject Increase Effective Date. As a condition precedent to such increase, the Borrower shall deliver to the terms and conditions Administrative Agent a certificate of this Agreement, the Borrower may dated as of the Increase Effective Date signed by an Authorized Officer of the Borrower (i) borrow then unadvanced principal amounts under certifying and attaching the Revolving Loanresolutions adopted by the Borrower approving or consenting to such increase, and (ii) repay certifying that, before and after giving effect to such increase, (A) the Revolving Loanrepresentations and warranties contained in Article 6 and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in full or which case they are true and correct in part, without penalty other than the payment all material respects as of any applicable Breakage Feesuch earlier date, and except that for purposes of this Section 2.1.1(d), the representations and warranties contained in Section 6.8 shall be deemed to refer to the most recent statements furnished to the Administrative Agent, and except as to the representations and warranties in Sections 6.4, 6.7, 6.9, and 6.14 which may be modified only to reflect events occurring after the date hereof as specifically disclosed in writing to Administrative Agent prior to or simultaneously with such written request and (iiiB) reborrow then unadvanced principal amounts under the Revolving Loan; provided, that, notwithstanding the foregoing, Lender shall not have any obligation to make Revolving Loan Advances to Borrower in excess of the Maximum Revolving Loan Credit and, in the event the obligation of Lender to make Revolving Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall a Revolving Loan Advance be made when any Default or Event of Default has occurred and is continuingexists. The amount of any applicable increase in the Tranche A Term Facility and/or the Tranche B Term Facility shall be funded on such Increase Effective Date. This Section shall supersede any provisions in Sections 12.2 or 13.4.1 to the contrary.
Appears in 1 contract
Loans. (a) Subject to and upon the fulfillment of the terms and conditions precedent herein set forth in Sections 5.01 and 5.02 hereofforth, and provided that no Default shall have occurred and be continuing hereunder, each Initial Term Lender severally agrees to make on a loan (each, an “Initial Term Loan”) to the terms and conditions of this Agreement Borrower, which Initial Term Loans (i) a term loan shall not exceed, for any such Lender, the Initial Term Loan Commitment of such Initial Term Lender, (ii) shall not exceed, in the amount aggregate, the Total Initial Term Loan Commitment, (iii) shall be made on the Closing Date and shall be denominated in U.S. Dollars, (iv) may at the option of the Maximum Borrower be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; provided that all such Initial Term Loans made by each of the Initial Term Lenders pursuant to the same Borrowing shall, unless otherwise provided herein, consist entirely of Initial Term Loans of the same Type and (v) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed. On the Initial Term Loan Credit evidenced by the Maturity Date, all outstanding Initial Term Note (the "TERM LOAN"), and a commercial revolving loan in an amount up to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be repaid in full. It is understood and agreed that the Initial Term Loans made on the Closing Date shall be funded at 99.50% of the principal amount thereof, and notwithstanding said discount all calculations hereunder with respect to Borrower in Dollarssuch Initial Term Loans, from and including the Effective Date to accrual of interest and including the Maturity Date in an aggregate repayment or prepayment of principal, shall be based on 100% of the stated principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit and (ii) the Borrowing Base as in effect from time to timethereof.
(b) On Subject to and upon the terms and conditions herein set forth, each Revolving Credit Lender severally agrees to make a loan or about loans (each, a “Revolving Credit Loan”) to the date of this AgreementBorrower in U.S. Dollars, Lender has made and fully advanced to Borrowerwhich Revolving Credit Loans (i) shall not exceed, and Borrower hereby acknowledges receipt offor any such Lender, the principal amount Revolving Credit Commitment of such Lender, (ii) shall not, after giving effect thereto and to the application of the Term Loan proceeds thereof, result in an amount equal such Lender’s Revolving Credit Exposure at such time exceeding such Lender’s Revolving Credit Commitment at such time, (iii) shall not, after giving effect thereto and to the Maximum Term Loan Credit. Once all or any portion application of the principal amount of the Term Loan is repaid proceeds thereof, at any time by Borrower, said principal result in the aggregate amount of all Lenders’ Revolving Credit Exposures exceeding the Term Loan Total Revolving Credit Commitment then in effect, (iv) shall be made at any time and from time to time after the Closing Date (except that up to $10,000,000 in Revolving Credit Loans may not be re-advanced borrowed on the Closing Date) and prior to the Revolving Credit Maturity Date, (v) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or borrowed again Eurodollar Loans; provided that all Revolving Credit Loans made by Borrowereach of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type and (vi) may be repaid and reborrowed in accordance with the provisions hereof. On the Revolving Credit Maturity Date, all outstanding Revolving Credit Loans shall be repaid in full and the Maximum Term Loan Revolving Credit Commitments shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term Loanterminate.
(c) Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, that (i) any exercise of such option shall not affect the obligation of the Borrower to repay such Loan and (ii) in exercising such option, such Lender shall use its reasonable efforts to minimize any increased costs to the Borrower resulting therefrom (which obligation of the Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.10 shall apply).
(d) Subject to and upon the terms and conditions herein set forth, the Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Closing Date and prior to the Swingline Maturity Date, to make a loan or loans (each, a “Swingline Loan” and collectively, the “Swingline Loans”) to the Borrower in U.S. Dollars, which Swingline Loans (A) shall be ABR Loans, (B) shall have the benefit of this Agreementthe provisions of Section 2.1(e), Borrower (C) shall not exceed at any time outstanding the Swingline Commitment, (D) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of all Lenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect and (E) may be repaid and reborrowed in accordance with the provisions hereof. On the Swingline Maturity Date, all outstanding Swingline Loans shall be repaid in full. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from the Borrower, the Administrative Agent or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (x) of rescission of all such notices from the party or parties originally delivering such notice, (y) of the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or (z) from the Administrative Agent that such Default or Event of Default is no longer continuing.
(e) The Swingline Lender (x) may in its sole discretion on any Business Day prior to the tenth Business Day after the date of extension of any Swingline Loan and (y) shall on the tenth Business Day after such extension date (so long as such Swingline Loan remains outstanding), give notice to the Revolving Credit Lenders, with a copy to the Borrower, that all then-outstanding Swingline Loans shall be funded with a Borrowing of Revolving Credit Loans denominated in U.S. Dollars, in which case Revolving Credit Loans constituting ABR Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all Revolving Credit Lenders pro rata based on each such Lender’s Revolving Credit Commitment Percentage, and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make such Revolving Credit Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender notwithstanding (i) borrow then unadvanced principal amounts under that the Revolving Loanamount of the Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) repay the Revolving Loanwhether any conditions specified in Section 7.1 are then satisfied, in full or in part, without penalty other than the payment of any applicable Breakage Fee, and (iii) reborrow then unadvanced principal amounts under the Revolving Loan; provided, that, notwithstanding the foregoing, Lender shall not have any obligation to make Revolving Loan Advances to Borrower in excess of the Maximum Revolving Loan Credit and, in the event the obligation of Lender to make Revolving Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall whether a Revolving Loan Advance be made when any Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing or (v) any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each Revolving Credit Lender hereby unconditionally agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such participation of the outstanding Swingline Loans as shall be necessary to cause each such Lender to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal and interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to the Lender purchasing same from and after such date of purchase.
(f) The Borrower may, at any time and from time to time, designate as additional Swingline Lenders one or more Revolving Credit Lenders that agree to serve in such capacity as provided below. The acceptance by a Revolving Credit Lender of an appointment as a Swingline Lender hereunder shall be evidenced by an agreement, which shall be in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, executed by the Borrower, the Administrative Agent and such designated Swingline Lender, and, from and after the effective date of such agreement, (i) such Revolving Credit Lender shall have all the rights and obligations of a Swingline Lender under this Agreement and (ii) references herein to the term “Swingline Lender” shall be deemed to include such Revolving Credit Lender in its capacity as a lender of Swingline Loans hereunder.
(g) The Borrower may terminate the appointment of any Swingline Lender as a “Swingline Lender” hereunder by providing a written notice thereof to such Swingline Lender, with a copy to the Administrative Agent. Any such termination shall become effective upon the earlier of (i) such Swingline Lender’s acknowledging receipt of such notice and (ii) the fifth Business Day following the date of the delivery thereof; provided that no such termination shall become effective until and unless the Swingline Loans made by such Swingline Lender shall have been reduced to zero. Notwithstanding the effectiveness of any such termination, the terminated Swingline Lender shall remain a party hereto and shall continue to have all the rights of a Swingline Lender under this Agreement with respect to Swingline Loans made by it prior to such termination, but shall not make any additional Swingline Loans.
Appears in 1 contract
Loans. (a) Subject On the Fourth Amendment Effective Date: the aggregate outstanding principal amount of Term B-7 Loans held by a Term B-7 Lender that committed to convert its Term B-7 Loans into Term B-10 Loans pursuant to such Term B-7 Lender’s executed counterpart of the Fourth Amendment delivered to the fulfillment Left Lead New Term Facilities Arranger in accordance with the terms thereof (each such Lender, a “Converting Term B-7/B-10 Lender” and, collectively, the “Converting Term B-7/B-10 Lenders”) equal to the Term B-7/B-10 Conversion Amount of such Term B-7 Lender (which shalldid not exceed the aggregate outstanding principal amount of all Term B-7 Loans held by such Term B-7 Lender less the Term B-9 Conversion Amount of such Term B-7 Lender) shall bewas automatically converted into Term B-10 Loans of the conditions precedent set forth Borrower and the applicable Subsidiary Borrowers in Sections 5.01 a like principal amount, which Term B-10 Loans shall beare denominated in Dollars; the aggregate outstanding principal amount of Term B-8 Loans held by a Term B-8 Lender that committed to convert its Term B-8 Loans into Term B-10 Loans pursuant to such Term B-8 Lender’s executed counterpart of the Fourth Amendment delivered to the Left Lead New Term Facilities Arranger in accordance with the terms thereof (each such Lender, a “Converting Term B-8/B-10 Lender” and, collectively, the “Converting Term B-8/B-10 Lenders”) equal to the Term B-8/B-10 Conversion Amount of such Term B-8 Lender (which shalldid not exceed the aggregate outstanding principal amount of all Term B-8 Loans held by such Term B-8 Lender) shall bewas automatically converted into Term B-10 Loans of the Borrower and 5.02 hereofthe applicable Subsidiary Borrowers in a like principal amount, and provided that no Default which Term B-10 Loans shall have occurred and be continuing hereunder, beare denominated in Dollars; the Designated Lender severally agrees to make on makemade to the terms Borrower and conditions of this Agreement the applicable Subsidiary Borrowers Term B-10 Loans (i) a term loan in the amount of the Maximum Term B-10 Loan Credit evidenced made by the Term Note (the "TERM LOAN"), and a commercial revolving loan in an amount up Designated Lender pursuant to the Maximum Revolving Loan Credit evidenced by Additional Term B-10 Commitment, an “Additional Term B-10 Loan” and, collectively, the Revolving Note (the "REVOLVING LOAN"). The “Additional Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower B-10 Loans”) denominated in Dollars, from and including the Effective Date to and including the Maturity Date Dollars in an aggregate principal amount at any one time outstanding up not to but not exceeding exceedof the lesser Additional Term B-10 Commitment of the Designated Lender on the Fourth Amendment Effective Date (i) the Maximum Credit and (ii) the Borrowing Base as in effect from time immediately prior to time.
(b) On or about the date of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the principal amount of the Term Loan in an amount equal giving effect to the Maximum Term Loan Credit. Once all or any portion of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced funding and termination thereof on such date pursuant to or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term LoanSection 2.06(b)).
(c) Subject to the terms and conditions of this Agreement, Borrower may (i) borrow then unadvanced principal amounts under the Revolving Loan, (ii) repay the Revolving Loan, in full or in part, without penalty other than the payment of any applicable Breakage Fee, and (iii) reborrow then unadvanced principal amounts under the Revolving Loan; provided, that, notwithstanding the foregoing, Lender shall not have any obligation to make Revolving Loan Advances to Borrower in excess of the Maximum Revolving Loan Credit and, in the event the obligation of Lender to make Revolving Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall a Revolving Loan Advance be made when any Default or Event of Default has occurred and is continuing.
Appears in 1 contract
Sources: Credit Agreement (West Corp)
Loans. (a) Subject to the fulfillment of the conditions precedent set forth in Sections 5.01 and 5.02 hereofThe Lenders hereby establish, and provided that no Default shall have occurred and be continuing hereunder, Lender severally agrees to make on the terms and conditions of this Agreement (i) and in reliance upon the representations and warranties made hereunder, a term loan revolving line of credit in favor of the Borrower in the amount of the Maximum Term Loan Credit evidenced by the Term Note (the "TERM LOAN"), and a commercial revolving loan in an aggregate principal amount up to the Maximum Total Revolving Credit Commitment and agree to make and remake one or more Loans ("Revolving Loans") to the Borrower, upon the terms and conditions set forth in this ARTICLE III, from time to time on any Business Day during the period from the date hereof through the Loan Termination Date. Subject to the provisions of this Agreement (including, without limitation, the schedule of reduction of Revolving Credit evidenced by Commitments contained in SECTION 3.2(B) hereof), the Borrower may borrow, repay (without penalty except for LIBOR breakage costs under SECTION 4.11) and reborrow any amount of the Revolving Note Loans, provided that the aggregate principal amount of Revolving Loans outstanding at any one time may not exceed the Total Revolving Credit Commitment at such time; and provided further that the amount advanced by any Lender hereunder at any time shall not exceed such Lender's Revolving Credit Commitment at such time. Notwithstanding the foregoing, no Lender shall have any obligation to lend funds at any time when an Event of Default exists or when there exists any event or condition that, with the lapse of time, giving of notice or making of such advance, would constitute an Event of Default. The parties acknowledge that as of the date hereof, there is outstanding under the Summit Holding Credit Agreement an aggregate principal balance of $0.00 in respect of the revolving credit facility thereunder (the "REVOLVING LOAN"together with interest thereon in an amount equal to $0.00). The Term Loan and Effective as of the Revolving Loan are individually referred Closing, the Borrower unconditionally assumes Summit Holding's obligation to as a "LOAN" and collectively referred to as repay such amounts (together with any other amounts accruing with respect thereto after the "LOANS". The Loans shall be made to Borrower in Dollars, from and including the Effective Date date hereof to and including the Maturity Date in an aggregate principal amount Closing [FN] Date), and such revolving loans assumed by the Borrower shall be deemed to be converted to Revolving Loans hereunder.
(b) Whenever the Borrower desires to borrow under the Revolving Line of Credit, the Borrower shall give the Agent prior to 12:00 noon at any least three (3) Business Days' prior notice of each LIBOR Loan and at least one time outstanding up (1) Business Day's prior notice of each Base Rate Loan to but not exceeding the lesser be made hereunder, pursuant to a Notice of Borrowing. Each such Notice of Borrowing shall be irrevocable and shall specify (i) the Maximum Credit aggregate principal amount of the Revolving Loans to be made pursuant to such Borrowing, and (ii) the requested date of the Borrowing Base (the "Borrowing Date") (which shall be a Business Day) and shall include an Interest Rate Election Notice. Upon the receipt of such Notice of Borrowing from the Borrower, the Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its Pro Rata Share of each Revolving Loan available to the Agent for the account of the Borrower in the form of an Advance at the office of the Agent in immediately available funds prior to 1:00 p.m. on the Borrowing Date. All wire transfers to the Agent shall be sent to the account described on the Agent's signature page hereto, unless otherwise instructed by the Agent. The proceeds of all such Advances will then be made available by 2:00 p.m. on the Borrowing Date to the Borrower by the Agent at the office of the Agent specified in SECTION 14.4 by crediting the aggregate amount of such Advances to the account of the Borrower on the books of such office or pursuant to other instructions of the Borrower as provided under subsection (c) below. Unless the Agent has been notified to the contrary prior to 1:00 p.m. on any Borrowing Date, the Agent may assume that each Lender has made an Advance in effect the amount of its Pro Rata Share of each Revolving Loan to the Agent on such Borrowing Date, and the Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount as part of a Revolving Loan. If any Lender shall not have made its required Advance available to the Agent in the manner set forth herein, such Lender agrees to pay to the Agent, on demand, such Advance, together with interest thereon for each day from the date such corresponding Revolving Loan amount is made available to the Borrower, until the date such Loan amount is repaid to the Agent, at the Effective Federal Funds Rate. If such Lender shall reimburse to the Agent its pro rata share of such Revolving Loan amount within three (3) Business Days after the Borrowing Date, such amount so reimbursed shall constitute such Lender's Advance as part of such Revolving Loan for purposes of this Agreement. If such Lender does not make its Advance available to the Agent within three (3) Business Days after the Borrowing Date, the Borrower (to the extent the proceeds of the corresponding Revolving Loan amount have been made available by the Agent, on behalf of such Lender, to the Borrower) agrees to repay to the Agent on demand an amount equal to such defaulted Advance together with interest thereon at the rate applicable to the Revolving Loans disbursed on the Borrowing Date, for each date such amount is made available to the Borrower until such amount is repaid to the Agent. The failure of any Lender to make its required Advance available to the Agent shall not relieve any other Lender of its obligation hereunder to make its Advance on the respective Borrowing Date, or relieve the Lender who failed to make such Advance to subsequently make such Advance, or relieve any Lender (including the Lender who failed to make such Advance) of its obligation, if any, hereunder to make its Advance as part of any subsequent Revolving Loans, but no Lender shall be responsible for the failure of any other Lender to make the Advance of any other Lender as part of any Revolving Loan.
(c) The Borrower hereby irrevocably authorizes the Agent to disburse the proceeds of each Revolving Loan under this Agreement (i) in accordance with the terms of any written instructions from the Borrower (provided that the Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter), (ii) pursuant to SECTION 4.10 hereof, to advance to the Lenders principal and interest payable hereunder, fees payable under SECTION 3.5 and any Lender's fees for cash management services provided by such Lender from time to time.
(b) On or about time to the date of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, or (iii) to the principal amount of the Term Loan Borrower's controlled disbursement or depository accounts with its bank in an amount equal to the Maximum Term Loan Credit. Once all sum necessary to cover checks or any portion other items of payment drawn by the Borrower upon such account and presented for payment, but in no event shall the Agent, on behalf of the principal amount Lenders, be obligated to make advances hereunder in amounts necessary to cover any such checks or other items of payment presented to the extent that the Borrower is not otherwise entitled to receive the proceeds of Revolving Loans in such amounts from the Agent, on behalf of the Term Loan is repaid Lenders. The Borrower may at any time by Borrower, said principal amount of deliver to the Term Loan may not be re-advanced to Agent an Account Designation Letter listing any additional accounts or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term Loandeleting any accounts listed in a previous Account Designation Letter.
(cd) Subject to Each request for a Revolving Loan and each Advance made by a Lender for the terms and conditions benefit of this Agreement, the Borrower may shall constitute a new certification by the Borrower as of the date of such request or Advance (i) borrow then unadvanced principal amounts under that the Revolving Loan, representations and warranties of the Borrower contained in ARTICLE VI remain true and correct as of such date (except where such representation or warranty speaks as of a specified date) and (ii) repay that, with respect to and after giving effect to such Advance, no Event of Default, nor any event or condition that with notice, lapse of time or the Revolving Loan, in full or in part, without penalty other than the payment making of any applicable Breakage Fee, and (iii) reborrow then unadvanced principal amounts under the Revolving Loan; provided, that, notwithstanding the foregoing, Lender shall not have any obligation to make Revolving Loan Advances to Borrower in excess of the Maximum Revolving Loan Credit and, in the event the obligation of Lender to make Revolving Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall a Revolving Loan such Advance be made when any Default or would constitute an Event of Default Default, has occurred and is continuingcontinuing as of such date.
(e) Notwithstanding any provision herein to the contrary, as an additional covenant of the Borrower hereunder, the Borrower shall maintain a zero ($0.00) balance under the Revolving Line of Credit for a period of at least five consecutive Business Days during each fiscal quarter, beginning with the fiscal quarter ending June 30, 1997.
Appears in 1 contract
Loans. (a) Subject Until the Termination Date, subject to the fulfillment of the conditions precedent set forth in Sections 5.01 and 5.02 hereof, and provided that no Default shall have occurred and be continuing hereunder, Lender severally agrees to make on the terms and conditions of this Agreement (i) a term loan in the amount Agreement, each of the Maximum Term Loan Credit evidenced by Lenders, severally and not jointly with the Term Note other Lenders, agrees to make loans (collectively, the "TERM LOAN"), and a commercial revolving loan “Loans”) in an amount up U.S. dollars to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up not to but not exceeding the lesser of exceed such Lender’s Commitment. Loans shall be made on any Borrowing Date only (i) in the Maximum Credit minimum aggregate principal amount of $5,000,000 or in integral multiples of $1,000,000 in excess thereof, in the case of SOFR Loans, and in the minimum aggregate amount of $1,000,000 or in integral multiples of $100,000, in the case of ABR Loans and (ii) in a maximum aggregate principal amount not exceeding the Available Commitment (after giving effect to any repayments or prepayments and any other borrowings of Loans on such Borrowing Base as in effect from time to timeDate).
(b) On or about The Borrower acknowledges and confirms that on the date of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt ofRestatement Effective Date, the aggregate outstanding principal amount of the Term Loan in an amount equal to Loans is $247,000,000.00. On the Maximum Term Loan Credit. Once all or any portion of Restatement Effective Date, the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term Loan.
(c) Subject to the terms and conditions of this Agreement, Borrower may parties hereto hereby agree that (i) borrow then unadvanced principal the Commitments shall be as set forth on Schedule I and the portion of Loans outstanding shall be reallocated in accordance with such Commitments set forth on Schedule I and the requisite assignments shall be deemed to be made on the Restatement Effective Date in such amounts under by and between the Revolving LoanLenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by an applicable Assignment and Acceptance. Notwithstanding anything to the contrary in Section 10.03 or any other provision hereof, no other documents or instruments, including any Assignment and Acceptance, shall be executed in connection with these assignments (ii) repay the Revolving Loan, in full or in part, without penalty other than the payment all of any applicable Breakage Feewhich requirements are hereby waived), and (iii) reborrow then unadvanced principal amounts under such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Acceptance. On the Revolving Loan; providedRestatement Effective Date, thatthe Lenders shall make full cash settlement with each other either directly or through the Administrative Agent, notwithstanding as the foregoingAdministrative Agent may direct or approve, Lender with respect to all assignments, reallocations and other changes in Commitments such that after giving effect to such settlements, each Lender’s Pro Rata Share shall not have any obligation be as set forth on Schedule I. In addition, on the Restatement Effective Date, the Borrower shall pay to make Revolving Loan Advances to Borrower in excess the Administrative Agent, for the account of the Maximum Revolving Loan Credit andLenders, all losses, costs and expenses, if any, incurred as a result of the reallocations provided for in the event the obligation of Lender to make Revolving Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall a Revolving Loan Advance be made when any Default or Event of Default has occurred and is continuingthis Section.
Appears in 1 contract
Sources: Revolving Credit Agreement (Southwest Gas Holdings, Inc.)
Loans. (a) Subject If the Capital Contributions received by the Network from the Initial Members are equal to the fulfillment aggregate Capital Commitments set forth on Schedule A, and the Board reasonably determines in good faith that the Network requires additional capital to fund the operations of the conditions precedent set forth in Sections 5.01 Network, the Board shall send Comcast and 5.02 hereof, and provided Radio One a written notice stating that no Default shall have occurred and be continuing hereunder, Lender severally agrees to make on the terms and conditions of this Agreement (i) a term loan in the amount of the Maximum Term Loan Credit evidenced by the Term Note Network requires additional funds for operations (the "TERM LOAN"“Loan Notice”), and a commercial revolving loan in an amount up to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit and (ii) the Borrowing Base as in effect from time to time.
(b) On or about the date Each of this Agreement, Lender has made Comcast and fully advanced to Borrower, and Borrower hereby acknowledges Radio One may within twenty (20) Business Days from receipt of, the principal amount of the Term Loan in Notice send a notice of intention to make a loan to the Network for an amount equal up to $12,500,000 in the form of an unsecured loan (the “Loan”) to the Maximum Term Network (the “Loan Credit. Once all or any portion of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term LoanAcceptance Notice”).
(c) Subject If both Comcast and Radio One shall deliver to the terms Network a Loan Acceptance Notice within twenty (20) Business Days of its receipt of a Loan Notice, the Network shall so notify both Comcast and conditions Radio One and each of this AgreementComcast and Radio One shall make the Loan for up to $12,500,000 by wire transfer to the Network of immediately available funds no later than ten (10) days after delivery of the Loan Acceptance Notice.
(d) If either, Borrower may but not both, of Comcast and Radio One shall deliver to the Network a Loan Acceptance Notice within twenty (20) Business Days of its receipt of a Loan Notice, the Network shall so notify the party sending the Loan Acceptance Notice that the other party receiving the Loan Notice did not send the Network a Loan Acceptance Notice and the party that sent the Network a Loan Acceptance Notice may, at its option, which option shall be exercisable for a period of five (5) Business Days after receipt of such notification, (i) borrow then unadvanced principal amounts under make the Revolving LoanLoan for up to $12,500,000, (ii) repay make the Revolving Loan for an increased amount not to exceed $12,500,000 (for a total Loan of $25,000,000); or (iii) terminate the Loan Acceptance Notice. The Loan shall be made by wire transfer to the Network of immediately available funds no later than ten (10) days after the party that sent the Network a Loan Acceptance Notice exercises its option under clauses (i) or (ii) above.
(e) If either, but not both, of Comcast and Radio One shall fail to make any Loan in accordance with such Person’s Loan Acceptance Notice, the Network shall so notify the party that made its Loan in accordance with such Person’s Loan Acceptance Notice that the other party did not provide a Loan and the party that made its Loan in accordance with such Person’s Loan Acceptance Notice may, at its option, which option shall be exercisable for a period of five (5) Business Days after receipt of such notification, make an additional Loan to the Network for an amount not to exceed the difference between the amount specified in the original Loan Notice and the amount of such Person’s original Loan, in full or which event the additional amount shall be provided to the Network by wire transfer of immediately available funds no later than ten (10) days after such Person exercises such option.
(f) Any Loan made pursuant to this Section 6.10 shall:
(i) accrue interest at a rate of 8% per annum, compounded annually;
(ii) be repaid in partfull, without penalty other than including principal and interest, on the payment third anniversary of any applicable Breakage Fee, and the date it is made;
(iii) reborrow then unadvanced principal amounts under be subject to customary documentation for similar types of loans, such documentation to be reasonably acceptable to the Revolving Board and the Person or Persons making such Loan; providedand
(iv) not be counted as a Capital Contribution and not entitle such Member making the Loan to any increase in such Member’s share of the profits of the Network.
(g) Upon delivery by Comcast of a Termination Notice (as defined in the Radio One Change of Control Agreement) to Radio One and the Network pursuant to Section 2.2(c) of the Radio One Change of Control Agreement or upon a Radio One Trigger Event, that, notwithstanding the foregoing, Lender shall not have any obligation Radio One’s right to make Revolving a Loan Advances to Borrower in excess the Network pursuant to this Section 6.10 shall automatically terminate and be of no further force or effect and Comcast shall thereafter have the Maximum Revolving Loan Credit andright, in but not the event the obligation of Lender obligation, to make Revolving a Loan Advances to Borrower is terminated as permitted hereunderthe Network following receipt of a Loan Notice for an amount not to exceed $25,000,000 pursuant to this Section 6.10.
(h) Upon a Comcast Trigger Event, Lender shall not have any further obligation Comcast’s right to make additional Revolving a Loan Advances hereunder. In to the Network pursuant to this Section 6.10 shall automatically terminate and be of no event further force or effect and Radio One shall thereafter have the right, but not the obligation, to make a Revolving Loan Advance be made when any Default or Event to the Network following receipt of Default has occurred and is continuinga Loan Notice for an amount not to exceed $25,000,000 pursuant to this Section 6.10.
Appears in 1 contract
Sources: Limited Liability Company Operating Agreement (Radio One, Inc.)
Loans. (a) Subject to the fulfillment all of the conditions precedent set forth in Sections 5.01 and 5.02 hereof, and provided that no Default shall have occurred and be continuing hereunder, Lender severally agrees to make on the terms and conditions of this Agreement hereof, the Lenders hereby agree to make revolving Loan Advances to the Borrower in under the Revolving Facility between the date hereof and the Maturity Date; provided, that the (i) a term loan in the amount of the Maximum Term Loan Credit evidenced by the Term Note (the "TERM LOAN"), and a commercial revolving loan in an amount up to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans Total Outstandings shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one no time outstanding up to but not exceeding exceed the lesser of (iA) the Total Commitment or (B) the Borrowing Base Value; (the lesser of (A) or (B) being the “Maximum Credit Loan Amount”), and (ii) the Borrowing Base as Total Revolving Outstandings shall not exceed the Total Revolving Commitments. Loan Advances made under the Revolving Facility only may be repaid and reborrowed in effect from time to timeaccordance with the provisions of this Agreement.
(b) On or about Subject to all of the terms and conditions hereof, each Lender hereby agrees to make a Loan Advance to the Borrower under the Term Facility on the date of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the principal amount of the Term Loan hereof in an amount equal to the Maximum such Lender’s Term Loan CreditCommitment. Once all or any portion of the principal amount of the The Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan Facility may not be re-reborrowed under any circumstances, and, subject to the provisions of Section 2.1.1(d) below, shall be fully advanced to or borrowed again by Borrower, upon the execution and delivery of the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term LoanDocuments.
(c) Subject The obligations of the Lenders hereunder are several and independent and not joint. No Lender shall become obligated to the terms and conditions advance more than its Commitment Percentage of this Agreement, Borrower may (i) borrow then unadvanced principal amounts under the Revolving Loan, (ii) repay the Revolving Loan, in full or in parta respective Loan including, without penalty other than limitation, as a result of the payment failure of any applicable Breakage Fee, and (iii) reborrow then unadvanced principal amounts under the Revolving Loan; provided, that, notwithstanding the foregoing, Lender shall not have any obligation to make Revolving Loan Advances to Borrower in excess of the Maximum Revolving Loan Credit and, in the event the obligation of Lender to make Revolving Loan Advances to Borrower is terminated as permitted fulfill its obligations hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In .
(d) Provided no event shall a Revolving Loan Advance be made when any Default or Event of Default shall then be in existence, the Borrower shall have the right, on one or more occasions prior to the Maturity Date, to elect to increase the Total Commitment; provided, however, that (i) the amount of each such increase shall not be less than Ten Million Dollars ($10,000,000) and (ii) the aggregate amount of all such increases shall not cause the Total Commitment to exceed Five Hundred Million Dollars ($500,000,000). Any such increase in the Total Commitment shall be allocated to the Revolving Facility and/or the Term Facility in such amounts as the Borrower may request. Such right may be exercised by the Borrower by written notice to the Administrative Agent, which election shall designate the requested increase in the Total Commitment and to which of the Revolving Facility and/or the Term Facility such request is being made. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders), and each Lender shall endeavor to respond as promptly as possible within such time period. Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment (which decision shall be in its sole discretion) and, if so, whether by an amount equal to, greater than, or less than its Commitment Percentage of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent and the L/C Issuer (which approvals shall not be unreasonably withheld, conditioned or delayed), the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement (each a “Joinder Agreement”) in form and substance reasonably satisfactory to the Administrative Agent and its counsel. If the Total Commitment is increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of each Lender’s increased Commitments among the Term Facility and the Revolving Facility, and if such increase is not pro rata among the Revolving Facility and the Term Facility, the new or increased Commitments issued in connection with such increase, and the existing Revolving Commitments and Term Commitments of the Lenders, shall be adjusted (but any existing Commitment of a Lender will not be increased unless such Lender has occurred elected to increase its Commitment) so as to at all times provide that each Lender shall have a pro rata Commitment in each of the Revolving Facility and is continuingthe Term Facility. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase (with such increase being pro rata among existing Lenders choosing to increase their Commitments) and the Increase Effective Date. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Increase Effective Date signed by an Authorized Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article 6 and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, 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 as of such earlier date, and except that for purposes of this Section 2.1.1(c), the representations and warranties contained in Section 6.8 shall be deemed to refer to the most recent statements furnished to the Administrative Agent, and (B) no Default or Event of Default exists. The Borrower shall prepay amounts of the Loan outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 2.3.15) to the extent necessary to keep the outstanding Loan ratable with any revised Commitment Percentages arising from any non-ratable increase in the Commitments under this Section, with the amount of any increase in the Term Facility being funded on such Increase Effective Date. This Section shall supersede any provisions in Sections 12.2 or 13.4.1 to the contrary.
Appears in 1 contract
Loans. (a) Subject to and upon the fulfillment of the terms and conditions precedent set forth in Sections 5.01 the Ninth Amendment, each Lender having an “Initial Term LoanTLA Commitment” severally agrees to make a loan or loans (each, an “Initial TermTLA Loan”) to the Borrower, which (i) shall not exceed, for any such Lender, the Initial Term LoanTLA Commitment of such Lender, (ii) shall not exceed, in the aggregate, the Total Term LoanInitial TLA Commitment, (iii) shall be made on the Ninth Amendment Effective Date, (iv) shall be denominated in Dollars, (v) may at the option of the Borrower be incurred and 5.02 maintained as, and/or converted into, ABR Loans or Term SOFR Rate Loans, and (vi) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed. On the Initial Term LoanTLA Maturity Date, all outstanding Initial TermTLA Loans shall be repaid in full.
(b) Subject to and provided that no Default shall have occurred upon the terms and be continuing hereunderconditions herein set forth, each Revolving Credit Lender severally agrees to make on the terms and conditions of this Agreement a loan or loans (ieach, a “Revolving Credit Loan”) a term loan in the amount of the Maximum Term Loan Credit evidenced by the Term Note (the "TERM LOAN"), and a commercial revolving loan in an amount up to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of which Revolving Credit Loans (i) shall not exceed, for any such Lender, the Maximum Revolving Credit and Commitment of such Lender, (ii) shall not, after giving effect thereto and to the Borrowing Base as application of the proceeds thereof, result in such Lender’s Revolving Credit Exposure at such time exceeding such Lender’s Revolving Credit Commitment at such time, (iii) shall not, after giving effect thereto and to the application of the proceeds thereof, at any time result in the aggregate amount of all Lenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect, (iv) shall be made at any time and from time to time.
time on and after the Eighth Amendment Effective Date and prior to the Revolving Credit Maturity Date, (bv) On or about may at the date of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the principal amount option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or Term Loan in an amount equal SOFR Rate Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the Maximum Term Loan Credit. Once all or any portion same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the principal amount of same Type and (vi) may be repaid and reborrowed in accordance with the Term Loan is provisions hereof. On the Revolving Credit Maturity Date, all outstanding Revolving Credit Loans shall be repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, in full and the Maximum Term Loan Revolving Credit Commitments shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term Loanterminate.
(c) [Reserved].
(i) Subject to and upon the terms and conditions of this Agreementset forth herein and in the Second Amendment, Borrower may each Tranche B Term Lender severally agrees to make a loan or loans (each, a “Tranche B Term Loan”) to the Borrower, which (i) borrow then unadvanced principal amounts under shall not exceed, for any such Lender, the Revolving LoanTranche B Term Loan Commitment of such Lender, (ii) repay the Revolving Loanshall not exceed, in full the aggregate, the Total Tranche B Term Loan Commitment, (iii) shall be made on the Second Amendment Effective Date, (iv) may be made, in whole or in part, without penalty other than by means of a dollar-for-dollar, cashless exchange of Initial Term Loans for Tranche B Term Loans (in each case only to the payment extent so agreed by the Borrower, the Administrative Agent and the applicable Tranche B Term Lender), (v) shall be denominated in Dollars, (vi) may at the option of any applicable Breakage Feethe Borrower be incurred and maintained as, and/or converted into, ABR Loans or Term SOFR Rate Loans; provided that all Tranche B Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Tranche B Term of the same Class, and (vii) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed. On the Tranche B Term Loan Maturity Date, all outstanding Tranche B Term Loans shall be repaid in full.
(ii) Subject to and upon the terms and conditions set forth herein and in the Fourth Amendment, each Tranche B-1 Term Lender severally agrees to make a loan or loans (each, a “Tranche B-1 Term Loan”) to the Borrower, which (i) shall not exceed, for any such Lender, the Tranche B-1 Term Loan Commitment of such Lender, (ii) shall not exceed, in the aggregate, the Total Tranche B-1 Term Loan Commitment, (iii) reborrow then unadvanced principal amounts under shall be made on the Revolving Fourth Amendment Effective Date, (iv) may be made, in whole or in part, by means of a dollar-for-dollar, cashless exchange of Tranche B Term Loans for Tranche B-1 Term Loans (in each case only to the extent so agreed by the Borrower, the Administrative Agent and the applicable Tranche B-1 Term Lender), (v) shall be denominated in Dollars, (vi) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or Term SOFR Rate Loans; provided that all Tranche B-1 Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Tranche B-1 Term of the same Class, and (vii) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed. On the Tranche B-1 Term Loan Maturity Date, all outstanding Tranche B-1 Term Loans shall be repaid in full.
(d) Each Lender may at its option make any Term SOFR Rate Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, thatthat (i) any exercise of such option shall not affect the obligation of the Borrower to repay such Loan and (ii) in exercising such option, notwithstanding such Lender shall use its reasonable efforts to minimize any increased costs to the foregoing, Borrower resulting therefrom (which obligation of the Lender shall not have any obligation require it to make Revolving Loan Advances take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to Borrower in excess of the Maximum Revolving Loan Credit and, it and in the event of such request for costs for which compensation is provided under this Agreement, the obligation provisions of Section 2.10 shall apply).
(e) Subject to and upon the terms and conditions herein set forth, each Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Eighth Amendment Effective Date and prior to the Swingline Maturity Date, to make a loan or loans (each, a “Swingline Loan” and collectively, the “Swingline Loans”) to the Borrower in Dollars, which Swingline Loans (A) shall be ABR Loans, (B) shall have the benefit of the provisions of Section 2.1(f), (C) shall not exceed at any time outstanding the Swingline Commitment of such Swingline Lender, (D) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in (x) the aggregate amount of all Lenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect or (y) the amount of any Swingline Lender’s Revolving Credit Exposure exceeding its respective Revolving Credit Commitment then in effect, and (E) may be repaid and reborrowed in accordance with the provisions hereof. On the Swingline Maturity Date, all outstanding Swingline Loans shall be repaid in full. No Swingline Lender shall make any Swingline Loan after receiving a written notice from the Borrower, the Administrative Agent or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as such Swingline Lender shall have received written notice (x) of rescission of all such notices from the party or parties originally delivering such notice, (y) of the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or (z) from the Administrative Agent that such Default or Event of Default is no longer continuing.
(f) Any Swingline Lender (x) may in its sole discretion on any Business Day prior to the tenth Business Day after the date of extension of any Swingline Loan and (y) shall on the tenth Business Day after such extension date (so long as such Swingline Loan remains outstanding), give notice to the Revolving Credit Lenders, with a copy to the Borrower, that all then-outstanding Swingline Loans shall be funded with a Borrowing of Revolving Credit Loans denominated in Dollars, in which case Revolving Credit Loans constituting ABR Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all Revolving Credit Lenders pro rata based on each such Lender’s Revolving Credit Commitment Percentage, and the proceeds thereof shall be applied directly to such Swingline Lender to make repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Loan Advances to Borrower is terminated as permitted hereunder, Credit Lender shall not have any further obligation hereby irrevocably agrees to make additional such Revolving Loan Advances hereunder. In no event shall Credit Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by such Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) whether any conditions specified in Section 7.1 are then satisfied, (iii) whether a Revolving Loan Advance be made when any Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing or (v) any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the applicable Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each Revolving Credit Lender hereby agrees that it shall forthwith purchase from such Swingline Lender (without recourse or warranty) such participation of the outstanding Swingline Loans as shall be necessary to cause each such Lender to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal and interest payable on such Swingline Loans shall be for the account of such Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to the Lender purchasing same from and after such date of purchase.
(g) The Borrower may, at any time and from time to time, designate as additional Swingline Lenders one or more Revolving Credit Lenders that agree to serve in such capacity as provided below. The acceptance by a Revolving Credit Lender of an appointment as a Swingline Lender hereunder shall be evidenced by an agreement, which shall be in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, executed by the Borrower, the Administrative Agent and such designated Swingline Lender, and, from and after the effective date of such agreement, (i) such Revolving Credit Lender shall have all the rights and obligations of a Swingline Lender under this Agreement and (ii) references herein to the term “Swingline Lender” shall be deemed to include such Revolving Credit Lender in its capacity as a lender of Swingline Loans hereunder.
(h) The Borrower may terminate the appointment of any Swingline Lender as a “Swingline Lender” hereunder by providing a written notice thereof to such Swingline Lender, with a copy to the Administrative Agent. Any such termination shall become effective upon the earlier of (i) such Swingline Lender’s acknowledging receipt of such notice and (ii) the fifth Business Day following the date of the delivery thereof; provided that no such termination shall become effective until and unless any outstanding Swingline Loans of such Swingline Lender shall have been reduced to zero. Notwithstanding the effectiveness of any such termination, the terminated Swingline Lender shall remain a party hereto and shall continue to have all the rights of a Swingline Lender under this Agreement with respect to Swingline Loans made by it prior to such termination, but shall not make any additional Swingline Loans.
Appears in 1 contract
Loans. (a) Subject to the fulfillment of the conditions precedent set forth in Sections 5.01 Each Lender agrees, severally and 5.02 hereofnot jointly, and provided that no Default shall have occurred and be continuing hereunder, Lender severally agrees to make on the terms and conditions of this Agreement (i) a term loan in the amount of the Maximum Term Loan Credit evidenced by the Term Note (the "TERM LOAN"), and a commercial revolving loan in an amount up to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit and (ii) the Borrowing Base as in effect from time to time.
(b) On or about the date of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the principal amount of the Term Loan in an amount equal to the Maximum Term Loan Credit. Once all or any portion of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term Loan.
(c) Subject to the terms and conditions of this Agreement, Borrower may to make loans (each such loan, a “Loan”) to the Borrower, from time to time but not more frequently than six (6) times each calendar month, until the last Business Day immediately preceding the Maturity Date, in an aggregate principal amount 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) borrow then unadvanced principal amounts under from and after the Revolving Loandate 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 (A) five million Dollars ($5,000,000) and (B) the Commitment Percentage of such Lender and (ii) repay from the Revolving Loandate of entry of the Final Order by the Bankruptcy Court to the Maturity Date, in full or in part, without penalty other than the payment Commitment of any applicable Breakage Fee, and (iii) reborrow then unadvanced principal amounts under the Revolving Loansuch Lender; provided, thathowever, notwithstanding that (i) the foregoingaggregate principal amount of the Loans at any one time outstanding, Lender plus the aggregate Maximum Available Amounts of all issued and outstanding Letters of Credit, shall not have exceed the Aggregate Commitment and (ii) the principal amount of the Loans at any obligation to make Revolving Loan Advances to Borrower in excess one time outstanding provided by each Lender, plus each such Lender’s Commitment Percentage of the Maximum Revolving Loan Credit andAvailable Amounts of all issued and outstanding Letters of Credit, shall not exceed such Lender’s Commitment Percentage of the Aggregate Commitment.
(b) Each Funding shall be in the event minimum amount of 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 obligation of Lender to make Revolving Loan Advances to 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 used solely in accordance with the then-current DIP Budget.
(d) Within the limits set forth in Section 2.01(a), the Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall a Revolving Loan Advance be made when any Default may pay or Event of Default has occurred prepay and is continuingreborrow Loans.
Appears in 1 contract
Loans. (a) Subject to the fulfillment of the conditions precedent set forth in Sections 5.01 and 5.02 hereof, and provided that no Default shall have occurred and be continuing hereunder, Lender severally agrees to make on the terms and conditions of this Agreement (i) a term loan in the amount of the Maximum Term Loan Credit evidenced by the Term Note (the "TERM LOAN"), and a commercial revolving loan in an amount up to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit and (ii) the Borrowing Base as in effect from time to time.
(b) On or about the date of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the principal amount of the Term Loan in an amount equal to the Maximum Term Loan Credit. Once all or any portion of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term Loan.
(c) Subject to the terms and conditions of this Agreement, Borrower may from the Closing Date and until the Commitment Termination Date: (i) borrow then unadvanced principal amounts Lender agrees to make available advances (each, a “Revolving Credit Advance”) in $ based upon the Canadian Dollar Interest Rate or US$ based upon the US Dollar Interest Rate, in an aggregate outstanding amount not to exceed the Borrowing Availability for the Revolving Credit Loan; and (ii) Lender agrees to make available advances (each, a “Term Loan Advance”) in $ based upon the Canadian Dollar Interest Rate or US$ based upon the US Dollar Interest Rate, in an aggregate outstanding amount not to exceed the Borrowing Availability for the Term Loan. Advances under the Revolving LoanCredit Loan shall be capable of being repaid and re-borrowed, subject to the terms and conditions hereof. Advances under the Term Loan shall not be permitted to be repaid and reborrowed, and any repayment under the Term Loan shall permanently reduce the Maximum Amount of the Term Loan available hereunder.
(b) Borrower shall request each Advance by written notice to Lender substantially in the form of Exhibit A (each a “Notice of Advance”) given no later than 1:00 p.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) Lender shall be fully protected under this Agreement in relying upon, and shall be entitled to rely upon: (i) any Notice of Advance believed by Lender to be genuine; and (ii) repay the Revolving Loanassumption that the Persons making electronic requests or executing and delivering a Notice of Advance 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 full writing by Borrower), electronic, or email requests for an Advance and electronic transmittal of instructions, authorizations, agreements or reports to Lender by Borrower. Unless Borrower specifically directs Lender in part, without penalty other than the payment of any applicable Breakage Fee, and (iii) reborrow then unadvanced principal amounts under the Revolving Loan; provided, that, notwithstanding the foregoingwriting not to accept or act upon telephonic or electronic communications from Borrower, Lender shall not have any obligation to make Revolving Loan Advances no liability to Borrower in excess for any loss or damage suffered by Borrower as a result of Lender’s honouring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to it telephonically or electronically and purporting to have been sent to Lender by Borrower, and Lender shall have no duty to verify the origin of any such communication or the identity or authority of the Maximum Revolving Person sending it.
(c) In making any Loan Credit and, in the event the obligation of Lender to make Revolving Loan Advances to Borrower is terminated as permitted hereunder, hereunder Lender shall not have any further obligation be entitled to make additional Revolving Loan Advances hereunder. In no event shall a Revolving Loan Advance be made when any Default or Event of Default has occurred rely upon the most recent Borrowing Base Certificate delivered to Lender by Borrower and is continuingother information available to Lender.
Appears in 1 contract
Loans. Unless otherwise specifically provided herein, each Prime Rate Loan, U.S. Base Rate Loan, and LIBOR Loan shall bear interest, (a) Subject in the case of Prime Rate Loans and U.S. Base Rate Loans, from the Borrowing Date for such Loan to the fulfillment date of repayment of such Loan and, in the conditions precedent set forth in Sections 5.01 and 5.02 hereofcase of LIBOR Loans, and provided that no Default shall have occurred and be continuing hereunderduring each LIBOR Period, Lender severally agrees applicable to make such Loan) on the terms and conditions of this Agreement (i) a term loan in the unpaid amount of the Maximum Term such Loan Credit evidenced by the Term Note calculated (the "TERM LOAN"), and but not compounded) daily at a commercial revolving loan in an amount up nominal rate per annum for each such Loan equal to the Maximum Revolving Applicable Reference Rate for such type of Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit and (ii) the Borrowing Base as in effect from time to time.
time plus an additional spread (bthe "Applicable Loan Spread") determined in accordance with the provisions of this Section. On or about the date of this Agreement, Lender has made the Applicable Loan Spread under this Section for Prime Rate Loans and fully advanced U.S. Base Rate Loans is 0% and the Applicable Loan Spread under this Section for LIBOR Loans is 0.65%. The Applicable Loan Spread for each type of Loan will change based on changes to Borrowerthe ratio of Total Debt to Total Capitalization from time to time, and Borrower hereby acknowledges receipt ofwith the Applicable Loan Spread for each type of Loan to be reset, the principal amount effective as of the Term Loan in an amount equal date the Compliance Certificate for such Fiscal Quarter is delivered to the Maximum Term Administrative Agent (each such day, a "Reset Date"), to that amount indicated below for each type of Loan Credit. Once all or where the ratio of Total Debt to Total Capitalization based on the Compliance Certificate delivered for the Fiscal Quarter ending immediately prior to such Reset Date, is as set out below: >27% but <42% nil nil 0.75% >42% nil nil 1.00% For greater certainty, any portion change in the Applicable Loan Spread on any Reset Date shall only be effective with respect to any outstanding LIBOR Loan for the balance of the principal amount of the Term Loan is repaid at any time by Borrowerthen current LIBOR Period, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrowerfor such LIBOR Loan, and the Maximum Term Loan Credit shall automatically be reduced by the amount of interest payable on such repayment or prepayment LIBOR Loan for the balance of principal under the Term Loan.
(c) Subject to the terms and conditions of this Agreement, Borrower may (i) borrow then unadvanced principal amounts under the Revolving Loan, (ii) repay the Revolving Loan, in full or in part, without penalty other than the payment of any applicable Breakage Fee, and (iii) reborrow then unadvanced principal amounts under the Revolving Loan; provided, that, notwithstanding such LIBOR Period shall be adjusted accordingly. Notwithstanding the foregoing, Lender any change in the Applicable Loan Spread on any Reset Date shall not have be effective with respect to any obligation to make Revolving outstanding LIBOR Loan Advances to Borrower in excess having a LIBOR Period of the Maximum Revolving Loan Credit andless than three months but, in such case, shall commence to be effective on any continuation as another type of Accommodation, or rollover of Accommodation, on the event the obligation expiry of Lender to make Revolving Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall a Revolving Loan Advance be made when any Default or Event of Default has occurred and is continuingsuch period.
Appears in 1 contract
Sources: Loan Agreement (MDS Inc)
Loans. (a) Subject to and upon the fulfillment terms and conditions herein set forth, each Lender having an Initial Term Loan Commitment severally agrees to make a loan or loans (each, an “Initial Term Loan”) to the Borrower, which Initial Term Loans (i) shall not exceed, for any such Lender, the Initial Term Loan Commitment of such Lender, (ii) shall not exceed, in the aggregate, the Total Initial Term Loan Commitment, (iii) shall be made on the Closing Date and shall be denominated in Dollars, (iv) may, at the option of the conditions precedent set forth Borrower, be Incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that all such Initial Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise provided herein, consist entirely of Initial Term Loans of the same Type and (v) may be repaid or prepaid in Sections 5.01 and 5.02 accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed. On the Initial Term Loan Maturity Date, all outstanding Initial Term Loans shall be repaid in full.
(b) Subject to and provided that no Default shall have occurred upon the terms and be continuing hereunderconditions herein set forth, each Revolving Credit Lender severally agrees to make on a loan or loans (each, a “Revolving Credit Loan”) to the terms and conditions of this Agreement Borrower in Dollars or any Alternative Currency, which Revolving Credit Loans (i) a term loan shall not exceed, for any such Lender, the Revolving Credit Commitment of such Lender, (ii) shall not, after giving pro forma effect thereto and to the application of the proceeds thereof, result in such Lender’s Revolving Credit Exposure at such time exceeding such Lender’s Revolving Credit Commitment at such time, (iii) shall not, after giving pro forma effect thereto and to the application of the proceeds thereof, at any time result in the aggregate amount of all Lenders’ Revolving Credit Exposures exceeding the Maximum Term Loan Total Revolving Credit evidenced by the Term Note Commitment then in effect, (the "TERM LOAN"), and a commercial revolving loan in an amount up to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans iv) shall be made at any time and from time to Borrower time on and after the Closing Date and prior to the Revolving Credit Maturity Date, (v)(i) in the case of Revolving Credit Loans denominated in Dollars, from may at the option of the applicable Borrower be Incurred and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit maintained as, and/or converted into, ABR Loans or Eurocurrency Loans and (ii) in the Borrowing Base case of Revolving Credit Loans denominated in an Alternative Currency, shall be Incurred and maintained as in effect from time to time.
(b) On or about the date of this Agreement, Lender has Eurocurrency Loans; provided that all Revolving Credit Loans made and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the principal amount by each of the Term Loan in an amount equal Lenders pursuant to the Maximum Term Loan Credit. Once all or any portion same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term Loan.
(c) Subject to the terms and conditions of this Agreement, Borrower may (i) borrow then unadvanced principal amounts under the Revolving Loan, (ii) repay the Revolving Loan, in full or in part, without penalty other than the payment of any applicable Breakage Fee, same Type and (iiivi) reborrow then unadvanced principal amounts under may be repaid and reborrowed in accordance with the Revolving Loan; provided, that, notwithstanding the foregoing, Lender shall not have any obligation to make Revolving Loan Advances to Borrower in excess of the Maximum Revolving Loan Credit and, in the event the obligation of Lender to make Revolving Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall a Revolving Loan Advance be made when any Default or Event of Default has occurred and is continuingprovisions hereof.
Appears in 1 contract
Loans. (a) Subject to the fulfillment of the conditions precedent set forth in Sections 5.01 and 5.02 hereof, and provided that no Default shall have occurred and be continuing hereunder, Lender severally agrees to make on the terms and conditions of this Agreement Term Borrowings.
(i) a term loan in the amount of the Maximum Term Loan Credit evidenced by the Term Note (the "TERM LOAN"), and a commercial revolving loan in an amount up to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit and (ii) the Borrowing Base as in effect from time to time.
(b) On or about the date of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the principal amount of the Term Loan in an amount equal to the Maximum Term Loan Credit. Once all or any portion of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the U.S. Term Loan.
(cA) Pursuant to the terms of the Existing Credit Agreement, on the Closing Date (as defined in the Existing Credit Agreement), each U.S. Term Lender made a single loan to the Borrower (such loans the “Existing U.S. Term Loans”; and together with each loan, if any, made under the Incremental U.S. Term Commitments, referred to individually as a “U.S. Term Loan” and, collectively, the “U.S. Term Loans”), in Dollars, in an aggregate amount equal to such U.S. Term Lender’s U.S. Term Commitment (as defined in the Existing Credit Agreement). The principal amount of the Existing U.S. Term Loans made under the Existing Credit Agreement that remain outstanding as of the Closing Date shall constitute U.S. Term Loans hereunder. On and after the Closing Date, all Existing U.S. Term Loans made under the Existing Credit Agreement shall be deemed to be U.S. Term Loans made under this Agreement and shall be subject to all the terms and conditions hereof.
(B) Subject to the terms and conditions of this Agreement and the Second Amendment, each Second Amendment U.S. Term Lender agrees to make U.S. Term Loans to the Borrower, denominated in Dollars on the Amendment No. 2 Effective Date in an aggregate principal amount equal to such Second Amendment U.S. Term Lender’s Second Amendment U.S. Term Loan Commitment. Amounts repaid or prepaid in respect of U.S. Term Loans made on the Amendment No. 2 Effective Date may not be reborrowed.
(C) In addition, in the event of the establishment of one or more Incremental U.S. Term Commitments as provided in Section 2.17, each Incremental U.S. Term Lender hereby severally agrees, on the terms and subject to the conditions of this Agreement, to make a single U.S. Term Loan to the Borrower may on the effective date of the establishment of each such Incremental U.S. Term Commitment, in a principal amount equal to such Incremental U.S. Term Lender’s (i) borrow then unadvanced principal amounts under the Revolving Loan, increase to its U.S. Term Commitment or (ii) repay U.S. Term Commitment, as applicable. Each U.S. Term Borrowing shall consist of U.S. Term Loans made simultaneously by the Revolving LoanU.S. Term Lenders. After giving effect to each U.S. Term Loan the Outstanding Amount of all U.S. Term Loans shall not exceed the U.S. Term Facility as then in effect. U.S. Term Borrowings prepaid or repaid, in full whole or in part, without penalty other than the payment of any applicable Breakage Feemay not be reborrowed. U.S. Term Loans may be Base Rate Loans or Eurocurrency RateRFR Loans denominated in Dollars, and (iii) reborrow then unadvanced principal amounts under the Revolving Loanas further provided herein; provided, thathowever, notwithstanding any U.S. Term Borrowing made on the foregoing, Lender Closing Date shall not have any obligation to make Revolving Loan Advances to Borrower in excess of the Maximum Revolving Loan Credit and, in the event the obligation of Lender to make Revolving Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall a Revolving Loan Advance be made when any Default or Event as Base Rate Loans unless the Borrower delivers a Funding Indemnity Letter to the Administrative Agent not less than three (3) Business Days prior to the date of Default has occurred and is continuingsuch U.S. Term Borrowing.
Appears in 1 contract
Sources: Credit Agreement (Welltower Inc.)
Loans. (a) Subject to the fulfillment terms and provisions of the conditions precedent set forth in Sections 5.01 and 5.02 hereof, and provided that no Default shall have occurred and be continuing hereunderthis Agreement, Lender severally agrees ----- will make such loans to Borrower as from time to time Lender elects to make on which are secured by Borrower's Collateral and the terms and conditions of this Agreement (i) a term loan in the amount of the Maximum Term Loan Credit evidenced by the Term Note (the "TERM LOAN"), and a commercial revolving loan in an amount up to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN")proceeds thereof. The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate unpaid principal amount of all such loans outstanding at any one time outstanding up to but shall not exceeding exceed the lesser of (ia) One Million and 00/l00 Dollars (U.S. $l,000,000.00) (the Maximum Credit and "Advance Limit") or (iib) Eighty percent (80.0%) of the Borrowing Base unpaid face amount of Qualified Accounts, as in effect defined below, (or such other percentages thereof as may from time to time be fixed by the Lender upon notice to Borrower), plus Fifty percent (50.0%) of the cost or market value, whichever is lower, of all Eligible Inventory, as defined below, (hereinafter called the "Inventory Value"), but in no event shall Inventory Value be in excess of Four Hundred Thousand and 00/l00 Dollars (U.S. $400,000.00). The sum produced by applying at any given time the then prevailing percentages to the Inventory Value and to the total of Qualified Accounts is herein called the "Borrowing Base". All such loans shall bear interest, and where appropriate under the Lender's prevailing policy shall bear a service charge at the rate agreed on from time to time by the parties, which shall be conclusively evidenced by the Lender's records of disbursements and repayments. The Borrower's loans are presently evidenced by that certain Cognovit Secured Revolving Credit Note ("Secured Note") bearing even date herewith. The unpaid principal balances of the Borrower's loans shall bear interest from the date hereof upon disbursed and unpaid principal balances (calculated on the basis of a year of 360 days) at a rate per annum which shall, from day to day, be equal to Two percent (2.0%) per annum, plus the rate for commercial loans announced from time to time in the United States as its prime rate ("Prime Rate") by Bank, each change in the rate to be charged hereon to become effective, without notice to the Borrower, on the effective date of each change in the Prime Rate, and interest shall be payable monthly in arrears on the first day of each month, commencing on the first day of December, 1998. The Prime Rate is a reference rate and is not necessarily the lowest rate charged by Lender or Bank for extensions of credit. The Bank's Prime Rate is, as of the date hereof, Eight percent (8.0%) per annum. Lender may, at its option, add such interest and all Lender expenses to Borrower's loan account with Lender, which amounts shall thereafter accrue interest at the rate then applicable under this Agreement. Lender agrees to reduce the then-applicable interest rate by One-Half percent (0.50%) at such time, and only for so long as, Borrower and Sanar Manufacturing Company have achieved net income of Seven Hundred Fifty Thousand and 00/100 Dollars (U.S. $750,000.00) on a consolidated basis in fiscal year 1999 based upon their CPA-prepared year-end financial statement. All such loans shall be payable on demand or, if no demand then, on the Termination Date as that term is defined in the Secured Note. All unpaid principal balances shall bear interest from and after written notice by Lender to Borrower of the occurrence of an Event of Default and without constituting a waiver of any such Event of Default, at the rate of Five percent (5.0%) per annum above the Prime Rate. Interest shall continue to accrue until all of the Borrower's Obligations are paid in full.
(b) On Lender is hereby authorized to make the advances provided for in this Agreement based upon telephonic or about other instructions received from anyone purporting to be an authorized person, or, at the discretion of Lender, if such advances are necessary to satisfy any Obligations. All requests for advances hereunder shall specify the date on which the requested advance is to be made (which day shall be a Business Day, defined as any day which is not a Saturday, Sunday, or other day on which banks in the State of this Agreement, Lender has made Ohio are authorized or required to close) and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the principal amount of the Term Loan in an amount equal requested advance. Requests received after 11:00 a.m. Eastern time on any day shall be deemed to have been made as of the opening of business on the immediately following Business Day. All advances made under this Agreement shall be conclusively presumed to have been made to, at the request of, and for the benefit of Borrower when deposited to the Maximum Term Loan Credit. Once all credit of Borrower or any portion otherwise disbursed in accordance with the instructions of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to Borrower or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term Loan.
(c) Subject to in accordance with the terms and conditions of this Agreement.
(c) In consideration of Lender's agreement to extend financial accommodations to Borrower hereunder, Borrower may agrees to pay Lender a fee (i"Closing Fee") borrow then unadvanced in the amount of Ten Thousand and 00/l00 Dollars (U.S. $l0,000.00), which shall be fully earned, due and payable upon the execution and delivery of this Agreement.
(d) In consideration of Lender's agreement to extend financial accommodations to Borrower hereunder, Borrower agrees to pay Lender an annual fee ("Annual Facility Fee") in the amount of One-Half percent (0.50%) of the Advance Limit, which shall be paid yearly on the anniversary date of the execution of this Agreement for the term of this Agreement, including all renewal terms, or so long as any of the Obligations are outstanding.
(e) If the average outstanding daily principal amounts under balance of all loans by Lender to Borrower shall be less than the Revolving LoanAdvance Limit in any calendar month, Borrower shall pay to Lender on the first (ii1st) repay day of the Revolving Loannext succeeding calendar month a fee ("Unused Line Fee") equal to One-Half percent (0.50%) per annum of the amount on any day by which the Advance Limit exceeds the daily principal balance of all such loans. Such fee shall be calculated on the basis of a three hundred sixty (360) day year for the actual number of days elapsed.
(f) Borrower agrees to pay Lender a fee ("Collateral Management Fee") in an amount equal to Two Hundred and 00/100 Dollars (U.S. $200.00) on or before the first (1st) day of each calendar month, in full respect of Lender's services for the preceding calendar month, during the term of this Agreement, including all renewal terms or in part, without penalty other than the payment of so long as any applicable Breakage Fee, and (iii) reborrow then unadvanced principal amounts under the Revolving Loan; provided, that, notwithstanding the foregoing, Lender shall not have any obligation to make Revolving Loan Advances to Borrower in excess of the Maximum Revolving Loan Credit andObligations are outstanding.
(g) Borrower and Sanar Manufacturing Company agree to pay Lender a combined, aggregate fee ("Audit Fee") in the event the obligation an amount equal to Six Hundred and 00/100 Dollars (U.S. $600.00) per day per auditor, plus out-of-pocket expenses for each audit or examination of Borrower performed by Lender. Borrower acknowledges and agrees that Lender will conduct audits prior to make Revolving Loan Advances closing and at least quarterly thereafter.
(h) If Borrower fails to cure any reporting deficiency within fifteen (15) days of notification thereof by Lender, Borrower agrees to pay Lender a fee ("Late Reporting Fee") in an amount equal to Fifty and 00/100 Dollars (U.S. $50.00) per document per day for each Business Day any report, financial statement or schedule required by this Agreement to be delivered to Lender is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall a Revolving Loan Advance be made when any Default or Event of Default has occurred and is continuingpast due.
Appears in 1 contract
Sources: Inventory and Accounts Receivable Loan and Security Agreement (Ourpets Co)
Loans. (a) Subject to the fulfillment of the conditions precedent set forth in Sections 5.01 and 5.02 hereof, and provided that no Default shall have occurred and be continuing hereunder, Lender severally agrees to make on the terms and conditions of this Agreement (i) a term loan in the amount of the Maximum Term Loan Credit evidenced by the Term Note (the "TERM LOAN"), and a commercial revolving loan in an amount up to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit and (ii) the Borrowing Base as in effect from time to time.
(b) On or about the date of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the principal amount of the Term Loan in an amount equal to the Maximum Term Loan Credit. Once all or any portion of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term Loan.
(c) Subject to the terms and conditions of this Agreementset forth herein and in Amendment No. 1,2, Borrower may (i) borrow then unadvanced eachthe Additional Term A-23 Lender agrees to make a Term A-23 Loan to the Borrower on the FirstSecond Amendment Effective Date in Dollars in a principal amounts under the Revolving Loanamount not to exceed its Additional Term A-23 Loan Commitment, (ii) repay each Converting Consenting Term A Lender agrees to have all of its outstanding Existing Term A Loans (or such lesser amount as allocated to such Converting Consenting Term A Lender by the Revolving LoanAdministrative Agent, as determined by the Borrower and the Administrative Agent in full or in parttheir sole discretion, without penalty other than and notified to such Converting Consenting Term A Lender prior to the payment date of any applicable Breakage Fee, the First Amendment) converted to an equivalent principal amount of Term A-23 Loans effective as of the FirstSecond Amendment Effective Date and (iii) reborrow then unadvanced each Non-Converting Consenting Term ARevolving Lender agrees to have all of its outstanding Existing Term A Loans prepaid and will purchase by assignment from the Additional Term Lender Term A-2 Loans in a principal amounts under amount equal to the Revolving Loan; providedprincipal amount of such Existing Term A Loans (or such lesser amount as allocated to such Non-Converting Consenting Lender by the Administrative Agent, thatas determined by the Borrower and the Administrative Agent in their sole discretion, notwithstanding and notified to such Converting Consenting Term A Lender prior to the foregoing, Lender shall not have any obligation to make Revolving Loan Advances to Borrower in excess date of the Maximum Revolving Loan Credit andFirst Amendment)Revolving Loans converted to an equivalent principal amount of Term A-3 Loans effective as of the Second Amendment Effective Date. Amounts borrowed under this Section 2.01(a)(ii) and repaid or prepaid may not be reborrowed. Term A-23 Loans may be Base Rate Loans or Eurocurrency Rate Loans, in the event the obligation of Lender to make Revolving Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall a Revolving Loan Advance be made when any Default or Event of Default has occurred and is continuingprovided herein.
Appears in 1 contract
Loans. (a) Subject to the fulfillment terms and conditions set forth herein, each Tranche A Lender severally agrees to make Tranche A Loans to Auna Mexico, on the Closing Date, in an aggregate principal amount not to exceed the amount of such ▇▇▇▇▇▇’s Tranche A Commitment, each Tranche B Lender severally agrees to make Tranche B Loans to Auna and Auna Mexico, on the Closing Date, in an aggregate principal amount not to exceed the amount of such ▇▇▇▇▇▇’s Tranche B Commitment and each Incremental Lender (during the Incremental Availability Period) severally agrees to make Incremental Loans to Auna Mexico on the applicable Incremental Loan Disbursement Date.
(b) The total amount of Commitments of Tranche A Loans and Tranche B Loans shall not exceed U.S.$550,000,000 (or its equivalent in MXP based on the FX Rate), which Commitments shall consist of:
(i) Tranche A Commitments in an aggregate amount not less than the equivalent in MXP of U.S.$300,000,000, to be made available in cash in immediately available Mexican Pesos in accordance with this Agreement and a funds flow memorandum dated on the Closing Date (the “Funds Flow Memorandum”), subject to the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02 hereof, and provided that no Default shall have occurred and Article IV;
(ii) Tranche B-1 Commitments in an aggregate amount of U.S.$0 to be continuing hereunder, Lender severally agrees to make on the terms and conditions of made available in cash in immediately available Dollars in accordance with this Agreement and the Funds Flow Memorandum, subject to the satisfaction of the conditions precedent set forth in Article IV; and
(iiii) a term loan Tranche B-2 Commitments in an aggregate amount of U.S.$250,000,000 to be made available in cash in immediately available Dollars in accordance with this Agreement and the Funds Flow Memorandum, subject to the satisfaction of the conditions precedent set forth in Article IV.
(c) Any time an Incremental Commitment is made and accepted pursuant to Section 2.14, the amount of such Incremental Commitment shall not exceed the Maximum Term Loan Credit evidenced by the Term Note then Outstanding Amount of Tranche B-2 Loans (the "TERM LOAN"or its MXP Equivalent), and a commercial revolving loan in an amount up to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit and (ii) the Borrowing Base as in effect from time to time.
(bd) On This Agreement is not a revolving credit agreement. Amounts repaid or about the date of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the principal amount prepaid on account of the Term Loan in an amount equal to the Maximum Term Loan Credit. Once all or any portion of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan Loans may not be re-advanced to or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term Loanborrowed.
(ce) Subject Each Lender at its option may make any Loan by causing any domestic or foreign Lending Office of such Lender to the terms and conditions of this Agreement, Borrower may (i) borrow then unadvanced principal amounts under the Revolving Loan, (ii) repay the Revolving Loan, in full or in part, without penalty other than the payment of any applicable Breakage Fee, and (iii) reborrow then unadvanced principal amounts under the Revolving make such Loan; provided, thathowever, notwithstanding that the foregoing, Lender exercise of such option shall not have any obligation to make Revolving Loan Advances to Borrower in excess of the Maximum Revolving Loan Credit and, in the event affect the obligation of Lender the Borrowers to make Revolving repay such Loan Advances to Borrower is terminated as permitted hereunderin accordance with the terms of this Agreement; provided, further, that no Lender shall not have any further obligation exercise such option if it would result, at the time of exercising such option, in an increase in the amount that the Borrowers will be obligated to make additional Revolving Loan Advances hereunder. In no event shall a Revolving Loan Advance be made when any Default or Event of Default has occurred and is continuingpay to such Lender pursuant to Section 3.01(b).
Appears in 1 contract
Loans. (a) Subject to and upon the fulfillment terms and conditions herein set forth, each Lender having an Initial Term Loan Commitment severally agrees to make a loan or loans (each, an “Initial Term Loan”) to the Borrower, which Initial Term Loans (i) shall not exceed, for any such Lender, the Initial Term Loan Commitment of such Lender, (ii) shall not exceed, in the aggregate, the Total Initial Term Loan Commitment, (iii) shall be made on the Closing Date and shall be denominated in Dollars, (iv) may, at the option of the conditions precedent set forth Borrower, be Incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; provided that all such Initial Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise provided herein, consist entirely of Initial Term Loans of the same Type and (v) may be repaid or prepaid in Sections 5.01 and 5.02 accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed. On the Initial Term Loan Maturity Date, all outstanding Initial Term Loans shall be repaid in full.
(a) Subject to and provided that no Default shall have occurred upon the terms and be continuing hereunderconditions herein set forth, each Revolving Credit Lender severally agrees to make a loan or loans (each, a “Revolving Credit Loan”) to the Borrower in U.S. Dollars, which Revolving Credit Loans (A) shall not exceed, for any such Lender, the Revolving Credit Commitment of such Lender, (B) shall not, after giving pro forma effect thereto and to the application of the proceeds thereof, result in such Lender’s Revolving Credit Exposure at such time exceeding such Lender’s Revolving Credit Commitment at such time, (C) shall not, after giving pro forma effect thereto and to the application of the proceeds thereof, at any time result in the aggregate amount of all Lenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect, (D) shall be made at any time and from time to time on and after the terms Closing Date and conditions prior to the Revolving Credit Maturity Date, (E) may at the option of this Agreement the Borrower be Incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type and (F) may be repaid and reborrowed in accordance with the provisions hereof.
(i) a term loan in the amount of the Maximum Term Loan Credit evidenced by the Term Note (the "TERM LOAN"), and a commercial revolving loan in an amount up to the Maximum Revolving Loan Credit evidenced by On the Revolving Note (the "REVOLVING LOAN"). The Term Loan Credit Maturity Date, all outstanding Revolving Credit Loans shall be repaid in full and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans Credit Commitments shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit and (ii) the Borrowing Base as in effect from time to time.
(b) On or about the date of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the principal amount of the Term Loan in an amount equal to the Maximum Term Loan Credit. Once all or any portion of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term Loanterminate.
(c) Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Eurodollar Loan; provided that (i) any exercise of such option shall not affect the obligation of the Borrower to repay such Eurodollar Loan and (ii) in exercising such option, such Lender shall use its reasonable efforts to minimize any increased costs to the Borrower resulting therefrom (which obligation of the Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.10 shall apply).
(i) Subject to and upon the terms and conditions herein set forth, the Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Closing Date and prior to the Swingline Maturity Date, to make a loan or loans (each, a “Swingline Loan”) to the Borrower in U.S. Dollars, which Swingline Loans (A) shall be ABR Loans, (B) shall have the benefit of this Agreementthe provisions of Section 2.1(d)(ii), (C) shall not exceed at any time outstanding the Swingline Commitment, (D) shall not, after giving pro forma effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of all Lenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect, (E) may be repaid and reborrowed in accordance with the provisions hereof and (F) shall mature no later than the date ten Business Days after such Swingline Loan is made. On the Swingline Maturity Date, all outstanding Swingline Loans shall be repaid in full. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from either the Borrower may or the Administrative Agent stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (x) of rescission of all such notices from the party or parties originally delivering such notice, (y) of the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or (z) from the Administrative Agent that such Default or Event of Default is no longer continuing.
(ii) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Revolving Credit Lenders, with a copy to the Borrower, that all then-outstanding Swingline Loans shall be funded with a Borrowing of Revolving Credit Loans, in which case Revolving Credit Loans constituting ABR Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the same Business Day by all Revolving Credit Lenders pro rata based on each such Lender’s Revolving Credit Commitment Percentage, and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make such Revolving Credit Loans upon same Business Days’ notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender notwithstanding (i) borrow then unadvanced principal amounts under that the Revolving Loanamount of the Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) repay the Revolving Loanwhether any conditions specified in Section 7 are then satisfied, in full or in part, without penalty other than the payment of any applicable Breakage Fee, and (iii) reborrow then unadvanced principal amounts under the Revolving Loan; provided, that, notwithstanding the foregoing, Lender shall not have any obligation to make Revolving Loan Advances to Borrower in excess of the Maximum Revolving Loan Credit and, in the event the obligation of Lender to make Revolving Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall whether a Revolving Loan Advance be made when any Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing or (v) any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any Debtor Relief Law in respect of the Borrower), each Revolving Credit Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such participation of the outstanding Swingline Loans as shall be necessary to cause each such Lender to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal and interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to the Lender purchasing the same from and after such date of purchase.
(iii) The Borrower may, at any time and from time to time, designate as additional Swingline Lenders one or more applicable Revolving Credit Lenders that agree to serve in such capacity as provided below. The acceptance by a Revolving Credit Lender of an appointment as a Swingline Lender hereunder shall be evidenced by an agreement, which shall be in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, executed by the Borrower, the Administrative Agent and such designated Swingline Lender, and, from and after the effective date of such agreement, (i) such Revolving Credit Lender shall have all the rights and obligations of a Swingline Lender under this Agreement and (ii) references herein to the term “Swingline Lender” shall be deemed to include such Revolving Credit Lender in its capacity as a lender of Swingline Loans hereunder.
(iv) The Borrower may terminate the appointment of any Swingline Lender as a “Swingline Lender” hereunder by providing a written notice thereof to such Swingline Lender, with a copy to the Administrative Agent. Any such termination shall become effective upon the earlier of (i) the Swingline Lender’s acknowledging receipt of such notice and (ii) the fifth Business Day following the date of the delivery thereof; provided that no such termination shall become effective until and unless the Swingline Exposure of such Swingline Lender shall have been reduced to zero. Notwithstanding the effectiveness of any such termination, the terminated Swingline Lender shall remain a party hereto and shall continue to have all the rights of a Swingline Lender under this Agreement with respect to Swingline Loans made by it prior to such termination, but shall not make any additional Swingline Loans.
Appears in 1 contract
Sources: First Lien Credit Agreement (Grocery Outlet Holding Corp.)
Loans. (a) Subject to the fulfillment of the conditions precedent set forth in Sections 5.01 and 5.02 hereof, and provided that no Default shall have occurred and be continuing hereunder, Lender severally agrees to make on the terms and conditions of this Agreement (i) a term loan in the amount of the Maximum Term Loan Credit evidenced by the Term Note (the "TERM LOAN"), and a commercial revolving loan in an amount up to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit and (ii) the Borrowing Base as in effect from time to time.
(b) On or about the date provisions of this Agreement, Lender has made will make such loans to Borrower as from time to time Lender elects to make which are secured by Borrower's Collateral and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the proceeds thereof. The aggregate unpaid principal of all such loans outstanding at any one time shall not exceed the lesser of (a) Four Hundred Fifty Thousand Dollars (U.S. $450,000.00) or (b) eighty percent (80%) of the unpaid face amount of the Term Loan in an amount equal to the Maximum Term Loan Credit. Once all or any portion of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term Loan.
(c) Subject to the terms and conditions of this Agreement, Borrower may (i) borrow then unadvanced principal amounts under the Revolving Loan, Qualified Accounts that are non-project Qualified Accounts and (ii) repay Qualified Accounts that are project Qualified Accounts, as defined below, (or such other percentages thereof as may from time to time be fixed by the Revolving LoanLender upon notice to Borrower), plus fifty percent (50%) of the cost or market value, whichever is lower, of all Eligible Inventory, as defined below, (hereinafter called the "Inventory Value"), but in full or in part, without penalty other than the payment of any applicable Breakage Fee, and no event shall (iiiA) reborrow then unadvanced principal amounts under the Revolving Loan; provided, that, notwithstanding the foregoing, Lender shall not have any obligation to make Revolving Loan Advances to Borrower Inventory Value be in excess of Three Hundred Thousand Dollars (U.S. $300,000.00) and (B) Inventory Value and Qualified Accounts that are project Qualified Accounts be in excess of Four Hundred Fifty Thousand Dollars (U.S. $450,000.00). The sum produced by applying at any given time the Maximum Revolving Loan Credit andthen prevailing percentages to the Inventory Value and to the total of Qualified Accounts is herein called the "Borrowing Base". All such loans shall bear interest, and where appropriate under the Lender's prevailing policy shall bear a service charge at the rate agreed on from time to time by the parties, and at the option of Lender shall be evidenced by notes in form satisfactory to Lender, but in the event absence of notes shall be conclusively evidenced by the obligation Lender's record of Lender disbursements and repayments. The Borrower's loans are presently evidenced by that certain Secured Note ("Secured Note") bearing even date herewith. The unpaid principal balances of the Borrower's loans shall bear interest from the date hereof upon disbursed and unpaid principal balances (calculated on the basis of a year of 360 days) at a rate per annum which shall, from day to make Revolving Loan Advances day, be equal to Borrower two and three quarters of one percent (2.75%) per annum for amounts outstanding under the Note, plus the rate for commercial loans announced from time to time in the United States as its prime rate ("Prime Rate") by Bank, each change in the rate to be charged hereon to become effective, without notice to the Borrower, on the effective date of each change in the Prime Rate, and interest shall be payable monthly in arrears on the 1st day of each month, commencing on the 1st day of December, 2000. The Prime Rate is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall a Revolving Loan Advance be made when any Default or Event of Default has occurred reference rate and is continuingnot necessarily the lowest rate charged by Lender or Bank for extensions of credit. The Bank's Prime Rate is, as of the date hereof, nine and one-half of one percent (9.50%) per annum. All such loans shall be payable on demand or, if no demand then, on the Termination Date as that term is defined in the Secured Note."
B. All references to the "Loan Agreement" set forth in the documents executed in connection with the Loan Agreement shall be deemed to be references to the Loan Agreement as amended by this Third Amendment.
Appears in 1 contract
Sources: Inventory and Accounts Receivable Loan and Security Agreement (NDC Automation Inc)
Loans. (a) Subject All loans of Seller attributable to the fulfillment of Branch Offices (the conditions precedent set forth in Sections 5.01 and 5.02 hereof"Loans"); provided, and provided that no Default shall have occurred and be continuing hereunder, Lender severally agrees to make on the terms and conditions of this Agreement Loans:
(i) a term shall not include any loan that is repaid in the amount of the Maximum Term Loan Credit evidenced by the Term Note (the "TERM LOAN"), full as to principal and a commercial revolving loan in an amount up interest prior to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit and Closing Date;
(ii) shall include all Loans attributable to the Borrowing Base as Branch Offices, whether or not funded, carried on the books of the Branch Offices, together with all of Seller's right, title and interest in effect from time to time.
(b) On or about any collateral securing such loans; and shall include Loans originated both before and after the date of this Agreement, Lender provided Buyer has made had an opportunity to review, after the date of this Agreement and fully advanced prior to Borrowerthe Closing, any Loans in excess of $100,000 which (A) were originated by the Branch Offices after December 17, 2004, the date Buyer completed its initial due diligence review ("New Loans"), and Borrower hereby acknowledges receipt of(B) were attributed to the Branch Offices as of December 17, 2004 for which Seller increased the principal balance (excluding draws on committed lines of credit) by more than $100,000 after December 17, 2004, over the principal balance as of December 17, 2004 ("Loan Increases"), which New Loans and Loan Increases Seller and Buyer agree to negotiate in good faith to include after such review;
(iii) shall not include the excluded loans identified by Buyer on Schedule 1.01(d)(iii) hereto, the total principal amount of which not to exceed $5,000,000;
(iv) shall not include any loan guaranteed by the Term Loan in an amount equal Farm Service Agency ("FSA") or subject to the Maximum Term Loan Credit. Once FSA's interest-assist program (the "FSA Loans");
(v) in addition to FSA Loans, shall not include any other loan made to a FSA Borrower (as defined below) ("FSA Borrower Affiliated Loans");
(vi) shall not include any loan or letters of credit set forth on Schedule 1.01(d)(vi) hereto;
(vii) shall include all or any portion deposit-related overdrafts, including overdrafts pursuant to an overdraft protection plan, if any, authorized and maintained on the books of the principal amount Branch Offices in association with Seller's existing policy regarding overdrafts other than overdrafts related to an FSA Borrower; and
(viii) shall include all fully charged-off assets associated with the Branch Offices, provided, the charged-off assets shall not include any charged-off assets which Buyer elects in writing prior to the Closing not to receive. All Loans shall be assigned to Buyer without recourse against Seller and without any warranties or representations as to their collectibility or the creditworthiness of any of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount obligors of such repayment or prepayment of principal under the Term LoanLoans.
(c) Subject to the terms and conditions of this Agreement, Borrower may (i) borrow then unadvanced principal amounts under the Revolving Loan, (ii) repay the Revolving Loan, in full or in part, without penalty other than the payment of any applicable Breakage Fee, and (iii) reborrow then unadvanced principal amounts under the Revolving Loan; provided, that, notwithstanding the foregoing, Lender shall not have any obligation to make Revolving Loan Advances to Borrower in excess of the Maximum Revolving Loan Credit and, in the event the obligation of Lender to make Revolving Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall a Revolving Loan Advance be made when any Default or Event of Default has occurred and is continuing.
Appears in 1 contract
Sources: Branch Purchase and Assumption Agreement (Gold Banc Corp Inc)
Loans. (a) Subject From time to time prior to September 5, 2019 or the fulfillment earlier termination in full of the conditions precedent set forth Revolving Commitment in Sections 5.01 and 5.02 hereofaccordance with this Agreement (in either case, the “Termination Date”), and provided that no Default shall have occurred and be continuing hereunder, Lender severally agrees subject to make on all of the terms and conditions of this Agreement (i) a term loan in Agreement, Borrower may obtain Revolving Loans from Lender up to the maximum aggregate amount of the Maximum Term Loan Credit evidenced by the Term Note (the "TERM LOAN")Revolving Commitment, and a commercial revolving loan in an amount up subject to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit and (ii) the Borrowing Base as in effect from time to time.
(b) On or about the date of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the principal amount limitations of the Short-Term Loan in an amount equal to the Maximum Term Loan CreditRevolving Loans and Permanent Revolving Loans. Once all or any portion of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term Loan.
(c) Subject to the terms and conditions of this Agreement, the Borrower may repay Revolving Loans and reborrow hereunder. Each of the Revolving Loans shall be in an amount equal to or greater than $2,000,000.
(b) The Borrower may request a revolving loan that matures upon the earlier of (i) borrow then unadvanced 120 days from the date of such loan and (ii) the Termination Date (each a “Short-Term Revolving Loan”); provided that after giving effect to each requested Short-Term Revolving Loan: (i) the aggregate outstanding principal amount of Revolving Loans would not exceed the Revolving Commitment; and (ii) the sum of all outstanding Revolving Loans would not exceed the Borrowing Base.
(c) The Borrower may request a revolving loan that matures upon the Termination Date (each a “Permanent Revolving Loan”); provided that after giving effect to each requested Permanent Revolving Loan: (i) the aggregate outstanding principal amount of Revolving Loans would not exceed the Revolving Commitment; and (ii) the sum of all outstanding Permanent Revolving Loans would not exceed the Permanent Revolving Borrowing Base.
(d) Each Short-Term Revolving Loan and Permanent Revolving Loan shall be evidenced by a single promissory note, and shall be in the form of Exhibit 2.01(d) (the “Revolving Note”). The Revolving Note shall be expressed to be payable in the full amount of the Revolving Commitment; however, the Borrower shall be obligated to pay only the amounts actually disbursed to or for the account of the Borrower, together with interest on the unpaid balance of sums so disbursed which remains outstanding from time to time. Unless due earlier hereunder, the Borrower shall repay to the Lender the principal and interest borrowed under the Revolving LoanLoans in accordance with the applicable maturity dates, (iias detailed in Sections 2.01(b) repay the Revolving Loan, in full or in part, without penalty other than the payment of any applicable Breakage Fee, and (iii) reborrow then unadvanced principal amounts under the Revolving Loan; provided, that, notwithstanding the foregoing, Lender shall not have any obligation to make Revolving Loan Advances to Borrower in excess of the Maximum Revolving Loan Credit and, in the event the obligation of Lender to make Revolving Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall a Revolving Loan Advance be made when any Default or Event of Default has occurred and is continuingc).
Appears in 1 contract
Sources: Credit Agreement (RiverNorth Marketplace Lending Corp)
Loans. (a) Subject On the terms and subject to the fulfillment of the conditions precedent set forth in Sections 5.01 and 5.02 hereofthis Agreement, and provided that no Default shall have occurred and be continuing hereunder, each Revolving Lender severally hereby agrees to make advances to or on the terms and conditions of this Agreement (i) a term loan in the amount behalf of the Maximum Term Borrower (individually, a “Revolving Loan” and collectively the “Revolving Loans”) from time to time on any date (each such date on which a Loan Credit evidenced by is made, an “Loan Date”) during the Term Note (period from the "TERM LOAN"), and a commercial revolving loan in an amount up Effective Date to the Maximum Revolving Loan Credit evidenced by end of the Revolving Note (the "REVOLVING LOAN")Period. The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". 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(e).
(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, in Dollarseach case, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit such Term Lender’s Term Commitment and (ii) the Borrowing Base as in effect from time to time.
(b) On or about the date of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt ofall Term Lenders, the principal amount of total Term Commitment at such time. The Eligible Currency Loans shall be made solely by the Term Loan in an amount equal to the Maximum Term Loan Credit. Once all or any portion of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, Multicurrency Lenders and the Maximum Term Loan Credit Dollar Loans shall automatically be reduced made solely by the amount of such repayment or prepayment of principal under the Term LoanDollar Lenders, in each case in accordance with Section 2.2(e).
(c) Under no circumstances shall any Lender make a Revolving Loan if, after giving effect to such Loan and any purchase of Eligible Collateral Obligations in connection therewith, (i) an Unmatured Event of Default or an Event of Default would exist, (ii) if immediately after giving effect thereto, a Borrowing Base Deficiency would exist, (iii) the Loans outstanding (using the Applicable Conversion Rate) would exceed the Facility Amount, or (iv) in the case of a Loan denominated in an Eligible Currency other than Dollars, the Foreign Currency Loan Amount would exceed the Foreign Currency Sublimit on such day. Subject to the terms and conditions of this Agreement, during the Revolving Period, the Borrower may borrow, reborrow, repay and prepay (isubject to the provisions of Section 2.4) borrow then unadvanced principal amounts under the one or more Revolving Loan, (ii) repay the Revolving Loan, in full or in part, without penalty other than the payment of any applicable Breakage Fee, and (iii) reborrow then unadvanced principal amounts under the Revolving Loan; provided, that, notwithstanding the foregoing, Lender shall not have any obligation to make Revolving Loan Advances to Borrower in excess of the Maximum Revolving Loan Credit and, in the event the obligation of Lender to make Revolving Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall a Revolving Loan Advance be made when any Default or Event of Default has occurred and is continuingLoans.
Appears in 1 contract
Sources: Loan and Servicing Agreement (Blackstone Private Credit Fund)
Loans. (a) Subject to and upon the fulfillment of the terms and conditions precedent set forth in Sections 5.01 the Amendment, each Lender having an “Initial Term Loan Commitment” severally agrees to make a loan or loans (each, an “Initial Term Loan”) to the Borrower, which (i) shall not exceed, for any such Lender, the Initial Term Loan Commitment of such Lender, (ii) shall not exceed, in the aggregate, the Total Term Loan Commitment, (iii) shall be made on the Effective Date, (iv) shall be denominated in Dollars, (v) may at the option of the Borrower be incurred and 5.02 maintained as, and/or converted into, ABR Loans or Term SOFR Rate Loans, and (vi) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed. On the Initial Term Loan Maturity Date, all outstanding Initial Term Loans shall be repaid in full.
(b) Subject to and provided that no Default shall have occurred upon the terms and be continuing hereunderconditions herein set forth, each Revolving Credit Lender severally agrees to make a loan or loans (each, a “Revolving Credit Loan”) to the Borrower in Dollars, which Revolving Credit Loans (i) shall not exceed, for any such Lender, the Revolving Credit Commitment of such Lender, (ii) shall not, after giving effect thereto and to the application of the proceeds thereof, result in such ▇▇▇▇▇▇’s Revolving Credit Exposure at such time exceeding such ▇▇▇▇▇▇’s Revolving Credit Commitment at such time, (iii) shall not, after giving effect thereto and to the application of the proceeds thereof, at any time result in the aggregate amount of all Lenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect, (iv) shall be made at any time and from time to time on and after the SeventhEighth Amendment Effective Date and prior to the Revolving Credit Maturity Date, (v) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or Term SOFR Rate Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type and (vi) may be repaid and reborrowed in accordance with the provisions hereof. On the Revolving Credit Maturity Date, all outstanding Revolving Credit Loans shall be repaid in full and the Revolving Credit Commitments shall terminate.
(i) Subject to and upon the terms and conditions of this Agreement set forth herein and in the Second Amendment, each Tranche B Term Lender severally agrees to make a loan or loans (each, a “Tranche B Term Loan”) to the Borrower, which (i) shall not exceed, for any such Lender, the Tranche B Term Loan Commitment of such Lender, (ii) shall not exceed, in the aggregate, the Total Tranche B Term Loan Commitment, (iii) shall be made on the Second Amendment Effective Date, (iv) may be made, in whole or in part, by means of a term dollar-for-dollar, cashless exchange of Initial Term Loans for Tranche B Term Loans (in each case only to the extent so agreed by the Borrower, the Administrative Agent and the applicable Tranche B Term Lender), (v) shall be denominated in Dollars, (vi) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or Term SOFR Rate Loans; provided that all Tranche B Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Tranche B Term of the same Class, and (vii) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed. On the Tranche B Term Loan Maturity Date, all outstanding Tranche B Term Loans shall be repaid in full.
(ii) Subject to and upon the terms and conditions set forth herein and in the Fourth Amendment, each Tranche B-1 Term Lender severally agrees to make a loan or loans (each, a “Tranche B-1 Term Loan”) to the Borrower, which (i) shall not exceed, for any such Lender, the Tranche B-1 Term Loan Commitment of such Lender, (ii) shall not exceed, in the aggregate, the Total Tranche B-1 Term Loan Commitment, (iii) shall be made on the Fourth Amendment Effective Date, (iv) may be made, in whole or in part, by means of a dollar-for-dollar, cashless exchange of Tranche B Term Loans for Tranche B-1 Term Loans (in each case only to the extent so agreed by the Borrower, the Administrative Agent and the applicable Tranche B-1 Term Lender), (v) shall be denominated in Dollars, (vi) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or Term SOFR Rate Loans; provided that all Tranche B-1 Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Tranche B-1 Term of the same Class, and (vii) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed. On the Tranche B-1 Term Loan Maturity Date, all outstanding Tranche B-1 Term Loans shall be repaid in full.
(d) Each Lender may at its option make any Term SOFR Rate Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, that (i) any exercise of such option shall not affect the obligation of the Borrower to repay such Loan and (ii) in exercising such option, such Lender shall use its reasonable efforts to minimize any increased costs to the Borrower resulting therefrom (which obligation of the Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.10 shall apply).
(e) Subject to and upon the terms and conditions herein set forth, each Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the SeventhEighth Amendment Effective Date and prior to the Swingline Maturity Date, to make a loan or loans (each, a “Swingline Loan” and collectively, the “Swingline Loans”) to the Borrower in Dollars, which Swingline Loans (A) shall be ABR Loans, (B) shall have the benefit of the provisions of Section 2.1(f), (C) shall not exceed at any time outstanding the Swingline Commitment of such Swingline Lender, (D) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in (x) the aggregate amount of all Lenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect or (y) the amount of any Swingline Lender’s Revolving Credit Exposure exceeding its respective Revolving Credit Commitment then in effect, and (E) may be repaid and reborrowed in accordance with the provisions hereof. On the Swingline Maturity Date, all outstanding Swingline Loans shall be repaid in full. No Swingline Lender shall make any Swingline Loan after receiving a written notice from the Borrower, the Administrative Agent or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as such Swingline Lender shall have received written notice (x) of rescission of all such notices from the party or parties originally delivering such notice, (y) of the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or (z) from the Administrative Agent that such Default or Event of Default is no longer continuing.
(f) Any Swingline Lender (x) may in its sole discretion on any Business Day prior to the tenth Business Day after the date of extension of any Swingline Loan and (y) shall on the tenth Business Day after such extension date (so long as such Swingline Loan remains outstanding), give notice to the Revolving Credit Lenders, with a copy to the Borrower, that all then-outstanding Swingline Loans shall be funded with a Borrowing of Revolving Credit Loans denominated in Dollars, in which case Revolving Credit Loans constituting ABR Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all Revolving Credit Lenders pro rata based on each such ▇▇▇▇▇▇’s Revolving Credit Commitment Percentage, and the proceeds thereof shall be applied directly to such Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make such Revolving Credit Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by such Swingline Lender notwithstanding (i) that the amount of the Maximum Term Loan Credit evidenced by the Term Note (the "TERM LOAN"), and a commercial revolving loan in an amount up to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit and (ii) the Mandatory Borrowing Base as in effect from time to time.
(b) On or about the date of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the principal amount of the Term Loan in an amount equal to the Maximum Term Loan Credit. Once all or any portion of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, and comply with the Maximum Term Loan Credit shall automatically be reduced by the minimum amount of such repayment or prepayment of principal under the Term Loan.
(c) Subject to the terms and conditions of this Agreement, Borrower may (i) borrow then unadvanced principal amounts under the Revolving Loanfor each Borrowing specified in Section 2.2, (ii) repay the Revolving Loanwhether any conditions specified in Section 7.1 are then satisfied, in full or in part, without penalty other than the payment of any applicable Breakage Fee, and (iii) reborrow then unadvanced principal amounts under the Revolving Loan; provided, that, notwithstanding the foregoing, Lender shall not have any obligation to make Revolving Loan Advances to Borrower in excess of the Maximum Revolving Loan Credit and, in the event the obligation of Lender to make Revolving Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall whether a Revolving Loan Advance be made when any Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing or (v) any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the applicable Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each Revolving Credit Lender hereby agrees that it shall forthwith purchase from such Swingline Lender (without recourse or warranty) such participation of the outstanding Swingline Loans as shall be necessary to cause each such Lender to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal and interest payable on such Swingline Loans shall be for the account of such Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to the Lender purchasing same from and after such date of purchase.
(g) The Borrower may, at any time and from time to time, designate as additional Swingline Lenders one or more Revolving Credit Lenders that agree to serve in such capacity as provided below. The acceptance by a Revolving Credit Lender of an appointment as a Swingline Lender hereunder shall be evidenced by an agreement, which shall be in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, executed by the Borrower, the Administrative Agent and such designated Swingline Lender, and, from and after the effective date of such agreement, (i) such Revolving Credit Lender shall have all the rights and obligations of a Swingline Lender under this Agreement and (ii) references herein to the term “Swingline Lender” shall be deemed to include such Revolving Credit Lender in its capacity as a lender of Swingline Loans hereunder.
(h) The Borrower may terminate the appointment of any Swingline Lender as a “Swingline Lender” hereunder by providing a written notice thereof to such Swingline Lender, with a copy to the Administrative Agent. Any such termination shall become effective upon the earlier of (i) such Swingline Lender’s acknowledging receipt of such notice and (ii) the fifth Business Day following the date of the delivery thereof; provided that no such termination shall become effective until and unless any outstanding Swingline Loans of such Swingline Lender shall have been reduced to zero. Notwithstanding the effectiveness of any such termination, the terminated Swingline Lender shall remain a party hereto and shall continue to have all the rights of a Swingline Lender under this Agreement with respect to Swingline Loans made by it prior to such termination, but shall not make any additional Swingline Loans.
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Loans. (a) Subject to the fulfillment of the conditions precedent set forth in Sections 5.01 and 5.02 hereof, and provided that no Default shall have occurred and be continuing hereunder, Lender severally agrees to make on the terms and conditions of this Agreement (i) a term loan in the amount of the Maximum Term Loan Credit evidenced by the Term Note (the "TERM LOAN"), and a commercial revolving loan in an amount up to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit and (ii) the Borrowing Base as in effect from time to time.
(b) On or about the date of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the principal amount of the Term Loan in an amount equal to the Maximum Term Loan Credit. Once all or any portion of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term Loan.
(c) Subject to the terms and conditions of this Agreement, Bank hereby agrees to make loans and extend financial accommodations to or for the benefit of Borrower may in the original aggregate principal amount of up to Nineteen Million, Five Hundred Thousand and No/100 Dollars ($19,500,000.00) (collectively, the “Loans”) as follows:
(a) Revolving Loan. Bank agrees to make a revolving loan and advances thereunder (collectively, the “Revolving Loan”) to or for the account of Borrower, upon Borrower’s request therefor, in an aggregate amount of up to Twelve Million and No/100 Dollars ($12,000,000.00) (the “Revolving Loan Amount”), provided there is no continuing uncured Event of Default and subject to the terms and conditions set forth herein. The Revolving Loan shall be evidenced by that certain Revolving Note, dated as of even date herewith (the “Revolving Note”), by Borrower in favor of Bank in the face amount of the Revolving Loan Amount. If not earlier terminated, Bank’s agreement to make any advances under the Revolving Loan pursuant to this Agreement shall expire on October 1, 2010.
(i) borrow then unadvanced principal amounts under The proceeds of the Revolving Loan, Loan shall be used to support the working capital needs of Borrower.
(ii) repay So long as the Revolving LoanLoan shall be outstanding or Bank shall have any obligation to lend thereunder, up to an aggregate amount of $6,000,000.00 of the Revolving Loan Amount may be used by Borrower for the acquisition of businesses, products, technologies and consulting services that are complementary to the business or operations of Borrower (each, an “Acquisition”), provided there is no continuing uncured Event of Default and subject to the terms and conditions set forth herein. If one or more advances are sought by Borrower for a single Acquisition exceed an aggregate amount of $1,500,000.00, such requests for advances must be approved in writing by Bank, in its sole discretion, in advance based on the completion of a full or and adequate due diligence review by Bank of the proposed Acquisition and any and all documents, materials and information required by Bank with respect to such Acquisition.
(b) Non-Revolving-to-Term Loan. Bank agrees to make a non-revolving-to-term loan (the “Non-Revolving-to-Term Loan”) for Borrower pursuant to which Bank agrees, in partits sole discretion, without penalty to lend to Borrower, upon Borrower’s request, up to Seven Million, Five Hundred Thousand and No/100 Dollars ($7,500,000.00) (the “Term Loan Amount”), provided there is no continuing uncured Event of Default and subject to the terms and conditions set forth herein, for the purpose of enabling Borrower to retire certain debentures issued by Borrower. The Non-Revolving-to-Term Loan shall be evidenced by that certain Non-Revolving-to-Term Note, dated as of even date herewith (the “Non-Revolving-to-Term Note”), by Borrower in favor of Bank in the face amount of the Term Loan Amount. If not earlier terminated, Bank’s agreement to make any advances under the Non-Revolving-to-Term Loan pursuant to this Agreement shall expire on May 1, 2009 (the “Conversion Date”).
(i) On the Conversion Date, any and all indebtedness and other than amounts outstanding under the payment of any applicable Breakage FeeNon-Revolving-to-Term Loan shall be converted into a fully amortizing term loan in accordance with the terms and conditions set forth in the Non-Revolving-to-Term Note.
(ii) Beginning on November 1, 2009, and on November 1 of each year thereafter, Borrower agrees to pay to Bank an amount equal to fifty percent (iii50%) reborrow then unadvanced of Borrower’s EBITDA for the immediately preceding fiscal year, net of taxes, capital expenditures up to $1,500,000.00, interest paid and current portion of long-term debt for such fiscal year (the “Excess Cash Flow Recapture Amount”), which payment shall be applied to the outstanding principal amounts under balance of the Revolving Non-Revolving-to-Term Loan; provided, that, notwithstanding the foregoing, Lender shall not have any obligation to make Revolving Loan Advances to Borrower in excess of the Maximum Revolving Loan Credit andhowever, in the event the obligation of Lender to make Revolving Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall Borrower’s obligation to pay the Excess Cash Flow Recapture Amount exceed $500,000.00 in any year. Attached as Exhibit A is a form of Excess Cash Flow Recapture Amount Certificate showing how the Excess Cash Flow Recapture Amount is calculated, which shall be completed and submitted by Borrower together with Borrower’s payment of the Excess Cash Flow Recapture Amount no later than November 1 of each year. The Revolving Note and Non-Revolving-to-Term Note are hereinafter referred to individually as a “Note” and collectively as the “Notes.” This Agreement, the Notes and any and all other documents, amendments or renewals executed and delivered in connection with any of the foregoing are collectively hereinafter referred to as the “Loan Advance be made when any Default or Event of Default has occurred and is continuingDocuments.”
Appears in 1 contract
Loans. (a) Subject to the fulfillment of the terms and conditions precedent set forth in Sections 5.01 and 5.02 hereofthis Agreement, and provided each of the 2026 Term Lenders severally agrees to make a term loan (each, a “2026 Term Loan”) to the Borrower in Dollars on the Closing Date, in an aggregate principal amount equal to such 2026 Term Lender’s 2026 Term Commitment; provided, that in all events no Default or Event of Default shall have occurred and be continuing hereunderand the Total Exposure shall not exceed the Facility Cap. The Borrower may not re-borrow any portion of the 2026 Term Loan which is repaid.
(b) Subject to the terms and conditions set forth in this Agreement, Lender each of the 2027 Term Lenders severally agrees to make on the terms and conditions of this Agreement (i) a term loan in the amount of the Maximum (each, a “2027 Term Loan Credit evidenced by the Term Note (the "TERM LOAN"), and a commercial revolving loan in an amount up Loan”) to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in DollarsDollars on the Second Amendment Effective Date, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit and (ii) the Borrowing Base as in effect from time to time.
(b) On or about the date of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the principal amount of the Term Loan in an amount equal to such 2027 Term Lender’s 2027 Term Commitment; provided, that in all events no Default or Event of Default shall have occurred and be continuing and the Maximum Term Loan CreditTotal Exposure shall not exceed the Facility Cap. Once all or The Borrower may not re-borrow any portion of the principal amount of the 2027 Term Loan which is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term Loanrepaid.
(c) Subject to the terms and conditions of set forth in this Agreement, each of the Revolving Credit Lenders severally agrees to lend to the Borrower, and the Borrower may borrow (iand repay and reborrow) borrow then unadvanced principal amounts under from time to time between the Closing Date and the Revolving LoanCredit 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 (iiafter giving effect to all amounts requested) repay at any one time equal to the lesser of such Revolving Loan, in full or in part, without penalty other than the payment of any applicable Breakage Fee, and (iii) reborrow then unadvanced principal amounts under the Credit Lender’s Revolving LoanCredit Commitment; provided, that, notwithstanding in all events no Default or Event of Default shall have occurred and be continuing, the foregoingRevolving Credit Exposure shall not exceed the Total Revolving Commitment, and the Total Exposure shall not exceed the Facility Cap.
(d) The Loans shall be made pro rata in accordance with each Lender’s Applicable Percentage. Each request for a Loan hereunder shall constitute a representation and warranty by the Borrower that all of the conditions required of ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ §▇▇ and §11 have been satisfied (unless waived by Agent in writing) on the date of such 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 not have any obligation to make Revolving Loan Advances Loans to Borrower in excess the maximum aggregate principal outstanding balance of more than the Maximum Revolving Loan Credit andprincipal face amount of its Note or its Commitment, in the event the obligation of Lender to make Revolving Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall a Revolving Loan Advance be made when any Default or Event of Default has occurred and is continuingapplicable.
Appears in 1 contract
Loans. (a) Subject Prior to the fulfillment of the conditions precedent set forth in Sections 5.01 and 5.02 hereof, and provided that no Default shall have occurred and be continuing hereunder, Lender severally agrees to make on the terms and conditions of this Agreement (i) a term loan in the amount of the Maximum Term Loan Credit evidenced by the Term Note (the "TERM LOAN"), and a commercial revolving loan in an amount up to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit Restatement Effective Date, the Lenders made Term B-2 Loans and (ii) the Borrowing Escrow Release Date, the Lenders made Term B-3 Loans and Term B-4 Loans to the Parent Borrower. Upon the Escrow Release Date, such existing Term B-2 Loans, Term B-3 Loans and Term B-4 Loans shall be deemed to have been made under this Agreement. On the Amendment No. 1 (B-5) Effective Date, the Lenders made the Term B-5 Loans. Amounts borrowed under this Section 2.1(a) and repaid or prepaid may not be reborrowed. Loans may be Base Rate Loans or Eurodollar Rate Loans as in effect from time to timefurther provided herein.
(b) On or about the date of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the principal amount of the The 2016-1 Term Loan in an amount equal to the Maximum Term Loan Credit. Once all or any portion of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term Loan.B-4 Borrowings
(ci) Subject to the terms and conditions set forth herein and set forth in Amendment ▇▇. ▇ (▇-▇), ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇-▇ Lender severally agrees to exchange its Exchanged Term B-4 Loans for a like principal amount of Exchange 2016-1 Term B-4 Loans on the Amendment No. 4 (B-6) Effective Date. Exchange 2016-1 Term B-4 Loans repaid or prepaid may not be reborrowed. Exchange 2016-1 Term B-4 Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein. All Exchange 2016-1 Term B-4 Loans exchanged on the Amendment No. 4 (B-6) Effective Date by Lenders of Exchanged Term B-4 Loans will initially have the same Type of Loan and Interest Period applicable to such Exchanged Term B-4 Loans (which may be an Interest Period ending on the same date as the Interest Period applicable to such Exchanged Term B-4 Loans being refinanced, notwithstanding the required periods set forth in the definition of Interest Period).
(ii) Subject to the terms and conditions set forth herein and set forth in Amendment ▇▇. ▇ (▇-▇), ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇-▇ ▇▇▇▇ ▇-▇ Lender severally agrees to make an Additional 2016-1 Term B-4 Loan to the Borrowers on the Amendment No. 4 (B-6) Effective Date in the principal amount equal to its Additional 2016-1 Term B-4 Commitment on the Amendment No. 4 (B-6) Effective Date. The Borrowers shall prepay the Non-Exchanged Term B-4 Loans with a like amount of the gross proceeds of the Additional 2016-1 Term B-4 Loans, concurrently with the receipt thereof. Amounts borrowed under this Agreementclause (ii) and repaid or prepaid may not be reborrowed. Additional 2016-1 Term B-4 Loans may be Base Rate Loans or Eurodollar Rate Loans, Borrower as further provided herein. All Additional 2016-1 Term B-4 Loans will have the Type of Loan and Interest Period specified in the Committed Loan Notice delivered in connection therewith (which may be an Interest Period ending on the same date as the Interest Period applicable to such Non-Exchanged Term B-4 Loans being refinanced, notwithstanding the required periods set forth in the definition of Interest Period).
(iii) The Borrowers shall pay to each Term B-4 Lender, substantially concurrently with the effectiveness of Amendment No. 4 (B-6), all accrued and unpaid interest on its Term B-4 Loans, as applicable, to, but not including, the Amendment No. 4 (B-6) Effective Date on such Amendment No. 4 (B-6) Effective Date.
(c) The 2016-1 Term B-5 Borrowings
(i) borrow then unadvanced Subject to the terms and conditions set forth herein and set forth in Amendment ▇▇. ▇ (▇-▇), ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇-▇ Lender severally agrees to exchange its Exchanged Term B-5 Loans for a like principal amounts under amount of Exchange 2016-1 Term B-5 Loans on the Revolving LoanAmendment No. 4 (B-6) Effective Date. Exchange 2016-1 Term B-5 Loans repaid or prepaid may not be reborrowed. Exchange 2016-1 Term B-5 Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein. All Exchange 2016-1 Term B-5 Loans exchanged on the Amendment No. 4 (B-6) Effective Date by Lenders of Exchanged Term B-5 Loans will initially have the same Type of Loan and Interest Period applicable to such Exchanged Term B-5 Loans (which may be an Interest Period ending on the same date as the Interest Period applicable to such Exchanged Term B-5 Loans being refinanced, notwithstanding the required periods set forth in the definition of Interest Period).
(ii) repay Subject to the Revolving Loanterms and conditions set forth herein and set forth in Amendment ▇▇. ▇ (▇-▇), ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇-▇ ▇▇▇▇ ▇-▇ Lender severally agrees to make an Additional 2016-1 Term B-5 Loan to the Borrowers on the Amendment No. 4 (B-6) Effective Date in full the principal amount equal to its Additional 2016-1 Term B-5 Commitment on the Amendment No. 4 (B-6) Effective Date. The Borrowers shall prepay the Non-Exchanged Term B-5 Loans with a like amount of the gross proceeds of the Additional 2016-1 Term B-5 Loans, concurrently with the receipt thereof. Amounts borrowed under this clause (ii) and repaid or prepaid may not be reborrowed. Additional 2016-1 Term B-5 Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein. All Additional 2016-1 Term B-5 Loans will have the Type of Loan and Interest Period specified in partthe Committed Loan Notice delivered in connection therewith (which may be an Interest Period ending on the same date as the Interest Period applicable to such Non-Exchanged Term B-5 Loans being refinanced, without penalty other than notwithstanding the payment required periods set forth in the definition of any applicable Breakage Fee, and Interest Period).
(iii) reborrow then unadvanced principal amounts under The Borrowers shall pay to each Term B-5 Lender, substantially concurrently with the Revolving Loan; providedeffectiveness of Amendment No. 4 (B-6), thatall accrued and unpaid interest on its Term B-5 Loans, notwithstanding as applicable, to, but not including, the foregoing, Lender shall not have any obligation to make Revolving Loan Advances to Borrower in excess of the Maximum Revolving Loan Credit and, in the event the obligation of Lender to make Revolving Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunderAmendment No. In no event shall a Revolving Loan Advance be made when any Default or Event of Default has occurred and is continuing4 (B-6) Effective Date on such Amendment No. 4 Effective Date.
Appears in 1 contract
Loans. (a) [Reserved].
(A) Subject to and upon the fulfillment of the terms and conditions precedent herein set forth in Sections 5.01 and 5.02 hereofforth, and provided that no Default shall have occurred and be continuing hereunder, each Lender having a Revolving Credit Commitment severally agrees to make on a loan or loans denominated in Dollars or Alternative Currencies (each a “Revolving Credit Loan” and, collectively, the terms “Revolving Credit Loans”) to the Borrower, which Revolving Credit Loans (A) shall be made at any time and conditions from time to time prior to the Revolving Credit Termination Date, (B) may, at the option of this Agreement the Borrower be incurred and maintained as, and/or converted into, ABR Loans or Term SOFR Revolving Credit Loans (ieach in the case of Revolving Credit Loans denominated in Dollars only), Alternative Currency Daily Rate Loans or Alternative Currency Term Rate Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, (C) a term loan may be repaid and reborrowed in accordance with the provisions hereof, (D) shall not, for any Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Lender’s Revolving Credit Exposure plus, without duplication, the amount of Swingline Loans outstanding that are held by such Lender and the Maximum Term Loan face amount of Letters of Credit evidenced outstanding at such time issued by the Term Note such Lender at such time exceeding such L▇▇▇▇▇’s Revolving Credit Commitment at such time, (the "TERM LOAN")E) shall not, after giving effect thereto and a commercial revolving loan in an amount up to the Maximum Revolving Loan Credit evidenced by application of the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollarsproceeds thereof, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount result at any one time outstanding up to but not exceeding in the lesser of (i) the Maximum Credit and (ii) the Borrowing Base as in effect from time to time.
(b) On or about the date of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the principal aggregate amount of the Term Loan Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in an amount equal effect and (F) shall not, after giving effect thereto and to the Maximum Term Loan Credit. Once all or any portion application of the principal amount of the Term Loan is repaid proceeds thereof, result at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term Loan.
(c) Subject to the terms and conditions of this Agreement, Borrower may (i) borrow then unadvanced principal amounts under the Revolving Loan, (ii) repay the Revolving Loan, in full or in part, without penalty other than the payment of any applicable Breakage Fee, and (iii) reborrow then unadvanced principal amounts under the Revolving Loan; provided, that, notwithstanding the foregoing, Lender shall not have any obligation to make Revolving Loan Advances to Borrower in excess of the Maximum Revolving Loan Credit and, in the event Aggregate Multicurrency Exposures at such time exceeding the obligation of Lender to make Revolving Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall a Revolving Loan Advance be made when any Default or Event of Default has occurred and is continuingMulticurrency Sublimit then in effect.
Appears in 1 contract
Loans. (a) Subject to the fulfillment of the conditions precedent set forth in Sections 5.01 and 5.02 hereof, and provided that no Default shall have occurred and be continuing hereunder, Lender severally agrees to make on the terms and conditions of this Agreement (i) a term loan in the amount of the Maximum Term Loan Credit evidenced by the Term Note (the "TERM LOAN"), and a commercial revolving loan in an amount up to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit and (ii) the Borrowing Base as in effect from time to time.
(b) On or about the date provisions of this Agreement, Lender has made will make such loans to Borrower as from time to time Lender elects to make which are secured by Borrower's Collateral and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the proceeds thereof. The aggregate unpaid principal of all such loans outstanding at any one time shall not exceed the lesser of (a) One Million Two Hundred Fifty Thousand (U.S. $1,250,000.00) or (b) eighty percent (80%) of the unpaid face amount of the Term Loan in an amount equal to the Maximum Term Loan Credit. Once all or any portion of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term Loan.
(c) Subject to the terms and conditions of this Agreement, Borrower may (i) borrow then unadvanced principal amounts under the Revolving Loan, Qualified Accounts that are non-project Qualified Accounts and (ii) repay Qualified Accounts that are project Qualified Accounts, as defined below, (or such other percentages thereof as may from time to time be fixed by the Revolving LoanLender upon notice to Borrower), plus fifty percent (50%) of the cost or market value, whichever is lower, of all Eligible Inventory, as defined below, (hereinafter called the "Inventory Value"), but in full or in part, without penalty other than the payment of any applicable Breakage Fee, and no event shall (iiiA) reborrow then unadvanced principal amounts under the Revolving Loan; provided, that, notwithstanding the foregoing, Lender shall not have any obligation to make Revolving Loan Advances to Borrower Inventory Value be in excess of Three Hundred Thousand Dollars (U.S. $300,000.00) and (B) Inventory Value and Qualified Accounts that are project Qualified Accounts be in excess of Four Hundred Fifty Thousand Dollars (U.S. $450,000.00). The sum produced by applying at any given time the Maximum Revolving Loan Credit andthen prevailing percentages to the Inventory Value and to the total of Qualified Accounts is herein called the "Borrowing Base". All such loans shall bear interest, and where appropriate under the Lender's prevailing policy shall bear a service charge at the rate agreed on from time to time by the parties, and at the option of Lender shall be evidenced by notes in form satisfactory to Lender, but in the event absence of notes shall be conclusively evidenced by the obligation Lender's record of Lender disbursements and repayments. The Borrower's loans are presently evidenced by that certain Secured Note ("Secured Note") bearing even date herewith. The unpaid principal balances of the borrower's loans shall bear interest from the date hereof upon disbursed and unpaid principal balances (calculated on the basis of a year of 360 days) at a rate per annum which shall, from day to make Revolving Loan Advances day, be equal to Borrower two and three quarters of one percent (2.75%) per annum for amounts outstanding under the Note, plus the rate for commercial loans announced from time to time in the United States as its prime rate ("Prime Rate") by Bank, each change in the rate to be charged hereon to become effective, without notice to the Borrower, on the effective date of each change in the Prime Rate, and interest shall be payable monthly in arrears on the 1st day of each month, commencing on the 1st day of May, 1999. The Prime Rate is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall a Revolving Loan Advance be made when any Default or Event of Default has occurred reference rate and is continuingnot necessarily the lowest rate charged by Lender or Bank for extensions of credit. The Bank's Prime Rate is, as of the date hereof, seven and three-quarters of one percent (7.75%) per annum. All such loans shall be payable on demand or, if no demand then, on the Termination Date as that term is defined in the Secured Note."
B. All references to the "Loan Agreement" set forth in the documents executed in connection with the Loan Agreement shall be deemed to be references to the Loan Agreement as amended by this Second Amendment.
Appears in 1 contract
Sources: Inventory and Accounts Receivable Loan and Security Agreement (NDC Automation Inc)
Loans. (a) Subject to the fulfillment of the conditions precedent set forth in Sections 5.01 and 5.02 hereof, and provided that no Default shall have occurred and be continuing hereunder, Lender severally agrees to make on the terms and conditions of this Agreement (i) a term loan in the amount of the Maximum Term Loan Credit evidenced by the Term Note (the "TERM LOAN"), and a commercial revolving loan in an amount up to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit and (ii) the Borrowing Base as in effect from time to time.
(b) On or about the date of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the principal amount of the Term Loan in an amount equal to the Maximum Term Loan Credit. Once all or any portion of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term Loan.
(c) Subject to the terms and conditions set forth herein and in the Ancillary Agreements, Laurus may make loans (the “Loans”) to Companies from time to time during 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 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 $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 $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 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).
(ii) Notwithstanding the 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 Companies, provided that in the case of any such decrease in the advance percentages the events giving rise to such decrease and Laurus’ use of such discretion are attributable to a significant change in the assets, liabilities, condition (financial or otherwise), properties, operations, prospects or Eligible Accounts in the reasonable good faith judgment of Laurus.
(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 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. This power of attorney shall only be exercisable following the occurrence and during the continuation of an Event of Default, except with respect to the filing of financing statements, in which case such power of attorney shall be exercisable on and after the date hereof.
(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, Borrower 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 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.
(viii) If any Eligible Account is not paid by the Account Debtor within one hundred twenty (120) days after the date that such Eligible Account was invoiced or if any Account Debtor asserts a deduction, dispute, contingency, set-off, or counterclaim with respect to any Eligible Account, (a “Delinquent Account”), the Companies shall jointly and severally (i) borrow then unadvanced principal amounts under reimburse Laurus for the Revolving Loan, amount of the Loans made with respect to such Delinquent Account plus an adjustment fee in an amount equal to one-half of one percent (0.35%) of the gross face amount of such Eligible Account or (ii) repay the Revolving Loan, in full or in part, without penalty other than the payment of any applicable Breakage Fee, and (iii) reborrow then unadvanced principal amounts under the Revolving Loan; provided, that, notwithstanding the foregoing, Lender shall not have any obligation to make Revolving Loan Advances to Borrower in excess of the Maximum Revolving Loan Credit and, in the event the obligation of Lender to make Revolving Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall a Revolving Loan Advance be made when any Default or Event of Default has occurred and is continuingimmediately replace such Delinquent Account with an otherwise Eligible Account.
Appears in 1 contract
Loans. (a) Subject to the fulfillment of the conditions precedent set forth in Sections 5.01 and 5.02 hereof, and provided that no Default shall have occurred and be continuing hereunder, Lender severally agrees to make on the terms and conditions of this Agreement (i) a term loan in the amount of the Maximum Term Loan Credit evidenced by the Term Note (the "TERM LOAN"), and a commercial revolving loan in an amount up to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit and (ii) the Borrowing Base as in effect from time to time.
(b) On or about the date of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the principal amount of the Term Loan in an amount equal to the Maximum Term Loan Credit. Once all or any portion of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term Loan.
(c) Subject to the terms and conditions of this set forth herein and in the Credit Agreement, (i)(x) each person designated as a “U.S. Term Lender” on Schedule II hereto (each, a “New U.S. Term Lender”) agrees, severally and not jointly, to make a New U.S. Term Loan to Terex on the Amendment Effective Date in an aggregate principal amount not to exceed the amount set forth opposite its name on Schedule II hereto and (y) each person designated as a “Euro Term Lender” on Schedule II hereto (each, a “New Euro Term Lender”) agrees, severally and not jointly, to make a New Euro Term Loan to the European Borrower may on the Amendment Effective Date in an aggregate principal amount not to exceed the amount set forth opposite its name on Schedule II hereto, and (ii) from and after the making of the New Term Loans on the Amendment Effective Date, each New U.S. Term Loan shall be a “U.S. Term Loan” and a “Loan”, each New Euro Term Loan shall be a “Euro Term Loan” and a “Loan”, each New U.S. Term Lender shall be a “U.S. Term Lender” and a “Lender” and each New Euro Term Lender shall be a “Euro Term Lender” and a “Lender”, in each case, for all purposes under the Credit Agreement as amended hereby and the other Loan Documents. The proceeds of the New Term Loans will be used by Terex and the European Borrower solely to make the Loan Repayment (as defined below) and to pay fees and expenses incurred in connection therewith.
(b) On the Amendment Effective Date, (i) borrow then unadvanced principal amounts Terex shall repay all Existing U.S. Term Loans outstanding under the Revolving LoanCredit Agreement, together with accrued and unpaid interest thereon, with the proceeds of the New U.S. Term Loans and cash on hand of Terex (the “U.S. Loan Repayment”) and (ii) the European Borrower shall repay the Revolving Loan, in full or in part, without penalty other than the payment of any applicable Breakage Fee, and (iii) reborrow then unadvanced principal amounts all Existing Euro Term Loans outstanding under the Revolving Loan; providedCredit Agreement, thattogether with accrued and unpaid interest thereon, notwithstanding with the foregoing, Lender shall not have any obligation to make Revolving Loan Advances to Borrower in excess proceeds of the Maximum Revolving New Euro Term Loans and cash on hand of the European Borrower (the “Euro Loan Credit andRepayment” and together with the U.S. Loan Repayment, in the event the obligation of Lender to make Revolving “Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall a Revolving Loan Advance be made when any Default or Event of Default has occurred and is continuingRepayment”).
Appears in 1 contract
Sources: Credit Agreement (Terex Corp)
Loans. (a) Subject From and including the Effective Date and prior to the fulfillment Facility Termination Date, upon the satisfaction of the conditions precedent set forth in Sections 5.01 Section 4.02 and 5.02 hereof4.03 (as applicable), and provided that no Default shall have occurred and be continuing hereunder, each Lender severally agrees to make and not jointly agrees, on the terms and conditions of set forth in this Agreement (i) a term loan Agreement, to make Loans to any Borrower from time to time in amounts not to exceed in the amount of the Maximum Term Loan Credit evidenced by the Term Note (the "TERM LOAN"), and a commercial revolving loan in an amount up to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up its Pro Rata Share of the Aggregate Commitment; provided that after giving effect to but not exceeding the lesser of such Loans, (ix) the Maximum Aggregate Outstanding Credit Exposure, shall not exceed the Aggregate Commitment at such time and (iiy) with respect to any Lender, Outstanding Credit Exposure of such Lender shall not exceed such Lender’s Commitment at such time, which Loans (other than Swing Line Loans) may, at the Borrowing Base as applicable Borrower’s election, be denominated in effect from Dollars or a Foreign Currency. Subject to the terms of this Agreement, any Borrower may borrow, repay and reborrow Loans at any time prior to timethe 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 in accordance with such Lender’s Pro Rata Share of the Aggregate Commitment.
(b) On WBA may at any time from time to time, upon prior written notice by WBA to the Administrative Agent, increase the Commitments (but not the Swing Line Sublimit) by a maximum aggregate amount of up to One Billion Seven Hundred Fifty Million Dollars ($1,750,000,000) with additional Commitments from any existing Lenders and/or with new Commitments from any other Person selected by WBA and reasonably acceptable to the Administrative Agent and the L/C Issuers, and Swing Line Lender; provided that:
(i) any such increase shall be in a minimum principal amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof;
(ii) no Default or about 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 this Agreement, Lender has made such increase signed by an Authorized Officer of WBA (A) certifying and fully advanced attaching the resolutions adopted by WBA approving or consenting to Borrower, and Borrower hereby acknowledges receipt of, the principal amount of the Term Loan in an amount equal to the Maximum Term Loan Credit. Once all or any portion of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term Loan.
(c) Subject to the terms and conditions of this Agreement, Borrower may (i) borrow then unadvanced principal amounts under the Revolving Loan, (ii) repay the Revolving Loan, in full or in part, without penalty other than the payment of any applicable Breakage Feeincrease, and (iiiB) reborrow then unadvanced principal amounts under the Revolving Loan; provided, certifying that, notwithstanding before and after giving effect to such increase, (1) the foregoingrepresentations 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, Lender in which case such representations and warranties shall not have any obligation to make Revolving Loan Advances to Borrower be true and correct in excess all respects) on and as of the Maximum Revolving Loan Credit anddate 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 event 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 obligation incurrence of Lender such increase and (y) pay any applicable fee related to make Revolving Loan Advances to Borrower is terminated as permitted hereundersuch increase (including, Lender shall not have without limitation, any further obligation to make additional Revolving Loan Advances hereunderapplicable arrangement, upfront and/or administrative fee). In no event 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 Letters of Credit and 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 Revolving Loan Advance re-allocation of the Loans can be made when accomplished without any Default cash prepayments or Event 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 date of Default has occurred any such increase (and is continuingpay 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 contrary.
Appears in 1 contract
Sources: Revolving Credit Agreement (Walgreens Boots Alliance, Inc.)
Loans. (a) Borrower and Lenders acknowledge and agree that the full amount of the Tranche A Term Facility and the Tranche B Term Facility has been advanced pursuant to the Tranche A Term Commitment and the Tranche B Term Commitment and, accordingly, Borrower no longer has any further rights to request loan advances of the Tranche A Term Commitment or the Tranche B Term Commitment. Subject to the fulfillment all of the conditions precedent set forth in Sections 5.01 and 5.02 hereof, and provided that no Default shall have occurred and be continuing hereunder, Lender severally agrees to make on the terms and conditions hereof, the Lenders hereby agree to make up to an aggregate of this Agreement three (3) Loan Advances (with simultaneous Loan Advances under the Tranche C Term Facility and Tranche D Term Facility constituting one (1) Loan Advance) to the Borrower under the Tranche C Term Facility and the Tranche D Term Facility between the date hereof and July 1, 2015 (the “Outside Funding Date”); provided, that the (i) a term loan in the amount of the Maximum Term Loan Credit evidenced by the Term Note (the "TERM LOAN"), and a commercial revolving loan in an amount up to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans Total Outstandings shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one no time outstanding up to but not exceeding exceed the lesser of (iA) the Total Commitment or (B) the Borrowing Base Value; (the lesser of (A) or (B) being the “Maximum Credit and Loan Amount”), (ii) the Borrowing Base as in effect from time Total Tranche C Term Outstandings shall not exceed the Total Tranche C Term Commitments, and (iii) the Total Tranche D Term Outstandings shall not exceed the Total Tranche D Term Commitments. The Tranche A Term Facility, the Tranche B Term Facility, the Tranche C Term Facility and the Tranche D Term Facility may not be reborrowed under any circumstances, and, subject to timethe provisions of Section 2.1.1(d) below, no Loan Advances shall be made after July 1, 2015.
(b) On or about the date of this AgreementSubject to Section 2.1.1(a) above, Lender has made and fully amounts advanced to Borrower, and Borrower hereby acknowledges receipt of, the principal amount of the Term Loan in an amount equal hereunder shall be allocated to the Maximum Tranche C Term Loan Credit. Once all or any portion of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, Facility and the Maximum Tranche D Term Loan Credit shall automatically be reduced by Facility in such fashion as the amount of such repayment or prepayment of principal under the Term LoanBorrower may request.
(c) Subject The obligations of the Lenders hereunder are several and independent and not joint. No Lender shall become obligated to the terms and conditions advance more than its Commitment Percentage of this Agreement, Borrower may (i) borrow then unadvanced principal amounts under the Revolving Loan, (ii) repay the Revolving Loan, in full a respective Tranche C Loan or in partTranche D Loan including, without penalty other than limitation, as a result of the payment failure of any applicable Breakage Fee, and (iii) reborrow then unadvanced principal amounts under the Revolving Loan; provided, that, notwithstanding the foregoing, Lender shall not have any obligation to make Revolving Loan Advances to Borrower in excess of the Maximum Revolving Loan Credit and, in the event the obligation of Lender to make Revolving Loan Advances to Borrower is terminated as permitted fulfill its obligations hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In .
(d) Provided no event shall a Revolving Loan Advance be made when any Default or Event of Default shall then be in existence, the Borrower shall have the right to elect to increase the Total Tranche A Term Commitment, the Total Tranche B Term Commitment, the Total Tranche C Term Commitment and/or the Total Tranche D Term Commitment provided and on condition that: (i) at the time of Borrower’s election to increase the Total Tranche A Term Commitment, the Total Tranche B Term Commitment, the Total Tranche C Term Commitment and/or the Total Tranche D Term Commitment, the full amount of the Tranche C Term Facility and the Tranche D Term Facility shall have been advanced pursuant to the then-existing Tranche C Term Commitment and the then-existing Tranche D Term Commitment (for the avoidance of doubt, it shall not be a requirement that all amounts advanced then remain outstanding); and (ii) no increase in the (A) Tranche A Term Commitment shall occur after the Tranche A Term Facility Maturity Date, (B) Tranche B Term Commitment shall occur after the Tranche B Term Facility Maturity Date, (C) Tranche C Term Commitment shall occur after the Tranche C Term Facility Maturity Date, or (D) Tranche D Term Commitment shall occur after the Tranche D Term Facility Maturity Date; and provided further that: (x) the amount of each such increase shall not be less than Ten Million Dollars ($10,000,000) or in increments of Five Million Dollars ($5,000,000.00) in excess thereof, and (y) the aggregate amount of all such increases shall not cause the Total Commitment to exceed Five Hundred Fifty Million Dollars ($550,000,000). Any such increase in the Total Commitment shall be allocated to the Tranche A Term Facility, the Tranche B Term Facility, the Tranche C Term Facility and/or the Tranche D Term Facility in such amounts as the Borrower may request. Such right may be exercised by the Borrower by written notice to the Administrative Agent, which election shall designate the requested increase in the Total Commitment and to which of the Tranche A Term Facility, Tranche B Term Facility, Tranche C Term Facility and/or Tranche D Term Facility such request is being made. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders), and each Lender shall endeavor to respond as promptly as possible within such time period. Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment (which decision shall be in its sole discretion) and, if so, whether by an amount equal to, greater than, or less than its Commitment Percentage of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld, conditioned or delayed), the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement (each a “Joinder Agreement”) in form and substance reasonably satisfactory to the Administrative Agent and its counsel. If the Total Commitment is increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of each Lender’s increased Commitments among the Tranche A Term Facility, the Tranche B Term Facility, the Tranche C Term Facility and the Tranche D Term Facility and if such increase is not pro rata among the Tranche A Term Facility, the Tranche B Term Facility, the Tranche C Term Facility and the Tranche D Term Facility, the new or increased Commitments issued in connection with such increase, and the existing Tranche A Term Commitment, Tranche B Term Commitment, Tranche C Term Commitment and Tranche D Term Commitment of the Lenders shall be adjusted (but any existing Commitment of a Lender will not be increased unless such Lender has occurred elected to increase its Commitment) so as to at all times provide that each Lender shall have a pro rata Commitment in each of the Tranche A Term Facility, the Tranche B Term Facility, the Tranche C Term Facility and is continuingthe Tranche D Term Facility. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase (with such increase being pro rata among existing Lenders choosing to increase their Commitments) and the Increase Effective Date. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Increase Effective Date signed by an Authorized Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article 6 and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, 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 as of such earlier date, and except that for purposes of this Section 2.1.1(d), the representations and warranties contained in Section 6.8 shall be deemed to refer to the most recent statements furnished to the Administrative Agent pursuant to Section 7.2.1 and Section 7.2.2, and except as to the representations and warranties in Sections 6.4, 6.7, 6.9, and 6.14 which may be modified only to reflect events occurring after the date hereof as specifically disclosed in writing to Administrative Agent prior to or simultaneously with such written request and (B) no Default or Event of Default exists. The amount of any applicable increase in the Tranche A Term Facility, the Tranche B Term Facility, the Tranche C Term Facility and/or the Tranche D Term Facility shall be funded on such Increase Effective Date. This Section shall supersede any provisions in Sections 12.2 or 13.4.1 to the contrary.
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