Loans The Sponsor has agreed to make loans to the Company in the aggregate amount of up to $300,000 (the “Insider Loans”) pursuant to a promissory note substantially in the form annexed as an exhibit to the Registration Statement. The Insider Loans do not bear any interest and are repayable by the Company on the earlier of December 31, 2021 or the consummation of the Offering.
Revolving Loans The Borrower shall repay to the Lenders on the Maturity Date the aggregate principal amount of all Revolving Loans outstanding on such date.
Making the Loans (a) Except for the Loans made on the Closing Date, the Administrative Borrower shall give the Administrative Agent prior telephonic notice (promptly confirmed in writing, in substantially the form of Exhibit F hereto (a “Notice of Borrowing”)), (i) not later than 1:00 p.m. (New York City time) on the date which is one (1) Business Day prior to the date of borrowing of a Base Rate Loan and (ii) not later than 1:00 p.m. (New York City time) on the date which is three (3) Business Days prior to the date of borrowing of a LIBOR Loan. Such Notice of Borrowing shall be irrevocable and shall specify (a) the principal amount of the proposed Loan, (b) in the case of Loans requested on the Closing Date, whether such Loan is requested to be a Revolving Loan or a Term Loan, (c) the proposed borrowing date, which must be a Business Day, and, with respect to a Term Loan, must be the Closing Date and (d) whether the proposed Loan shall be a Base Rate Loan or a LIBOR Loan, or a combination thereof, and if a LIBOR Loan, the Interest Period therefor, provided such LIBOR Loan shall be in a minimum principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof). The Administrative Agent’s record of the terms of any telephonic Notice of Borrowing shall be prima facie evidence of such terms. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.
Ratable Loans Each Advance hereunder shall consist of Loans made from the several Lenders ratably in proportion to the ratio that their respective Commitments bear to the Aggregate Commitment.
Repayment of the Loans The Companies (a) may prepay the Obligations from time to time in accordance with the terms and provisions of the Notes (and Section 17 hereof if such prepayment is due to a termination of this Agreement); (b) shall repay on the expiration of the Term (i) the then aggregate outstanding principal balance of the Loans together with accrued and unpaid interest, fees and charges and; (ii) all other amounts owed Laurus under this Agreement and the Ancillary Agreements; and (c) subject to Section 2(a)(ii), shall repay on any day on which the then aggregate outstanding principal balance of the Loans are in excess of the Formula Amount at such time, Loans in an amount equal to such excess. Any payments of principal, interest, fees or any other amounts payable hereunder or under any Ancillary Agreement shall be made prior to 12:00 noon (New York time) on the due date thereof in immediately available funds.
Non-Payment of the Loans, etc Default in the payment when due of the principal of any Loan; or default, and continuance thereof for five days, in the payment when due of any interest, fee, reimbursement obligation with respect to any Letter of Credit or other amount payable by the Company hereunder or under any other Loan Document.
Funding of Revolving Loans Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender will make its pro rata share of the Revolving Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit (in U.S. dollars) of immediately available funds at the offices of the Administrative Agent at its principal office in New York, New York, or at such other address as the Administrative Agent may designate in writing. All Revolving Loans shall be made by the Lenders pro rata on the basis of each Lender's Commitment Percentage. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make Loans hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunder. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Loan that such Lender does not intend to make available to the Administrative Agent its portion of the Loans to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on the date of such Loans, and the Administrative Agent in reliance upon such assumption, may (in its sole discretion without any obligation to do so) make available to the relevant Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent will promptly notify the relevant Borrower and such Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from the Lender or such Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to such Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (a) from such Borrower at the applicable rate for such Loan pursuant to the Notice of Borrowing and (b) from a Lender at the Federal Funds Rate.
Existing Loans Schedule 3.14(a) attached hereto lists, as of the date of this Agreement, (i) all secured Indebtedness presently encumbering the Property or any direct or indirect interest in the Company, and (ii) all unsecured Indebtedness of the Company or any Company Subsidiary (collectively, the “Existing Company Loans”), and the outstanding aggregate principal balance of each such Existing Company Loan as of April 30, 2019. Except as set forth on Schedule 3.14(b) attached hereto, the Existing Company Loans and the documents entered into in connection therewith (such notes, deeds of trust and all other documents or instruments evidencing or securing such Existing Company Loans including any financing statements, and any amendments, modifications, and assignments of the foregoing shall be referred to collectively as the “Existing Company Loan Documents”) are in full force and effect as of the Closing Date. True, correct and complete copies of the Existing Company Loan Documents (other than financing statements, ancillary certificates and other similar ancillary documents) have been made available to MAMP. No material breach or material default by the Company or any Company Subsidiary has occurred under any Existing Company Loans. Except as set forth on Schedule 3.14(c) attached hereto, no event has occurred and is continuing which with the passage of time or the giving of notice (or both) would constitute a material breach or default under any of such Existing Company Loan Documents, nor has the Company received or given written notice of a default under any Existing Company Loan Documents, which remains uncured.
New Swingline Loans/Letters of Credit So long as any Lender is a Defaulting Lender, (i) the Swingline Lender shall not be required to fund any Swingline Loans unless it is satisfied that it will have no Fronting Exposure after giving effect to such Swingline Loan and (ii) no Issuing Lender shall be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto.
Revolving Loan Borrowings (i) Each Revolving Loan Borrowing shall be made on notice, given not later than (x) 12:00 noon (New York City time) on the third (3rd) Business Day prior to the date of a Eurodollar Rate Borrowing, and (y) 10:00 A.M. (New York City time) on the day of a Base Rate Borrowing, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by telecopier, telex, cable or electronic mail. Each notice of a Revolving Loan Borrowing (a “Notice of Revolving Loan Borrowing”) shall be made in the form of a written Loan Notice, or orally and confirmed immediately in writing, by telecopier, telex, cable or electronic mail, in the form of a written Loan Notice, specifying therein the requested (i) date of such Revolving Loan Borrowing (which shall be a Business Day), (ii) Type of Revolving Loan comprising such Revolving Loan Borrowing, (iii) aggregate amount of such Revolving Loan Borrowing and (iv) in the case of a Revolving Loan Borrowing comprised of Eurodollar Rate Loans, the Interest Period for each such Revolving Loan. Each Lender shall (A) before 11:00 A.M. (New York City time) on the date of such Borrowing (in the case of a Eurodollar Rate Borrowing) and (B) before 1:00 P.M. (New York City time) on the date of such Borrowing (in the case of a Base Rate Borrowing), make available for the account of its applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account in same day funds, such Lender’s ratable portion of such Borrowing (based upon its Applicable Revolving Credit Percentage). After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Section 4.02, the Administrative Agent will make such funds available to the Borrower in such manner as the Administrative Agent and the Borrower may agree; provided, however, that the Administrative Agent shall first make a portion of such funds equal to the aggregate principal amount of any Swing Loan and Letter of Credit Loans as to which the Borrower has received timely notice made by the Swing Loan Bank or the Issuing Bank, as the case may be, and by any other Lender and outstanding on the date of such Revolving Loan Borrowing, plus interest accrued and unpaid thereon to and as of such date, available to the Swing Loan Bank or the Issuing Bank, as the case may be, and such other Lenders for repayment of such Swing Loans and Letter of Credit Loans.
