Term Debt. (a) Borrowers have furnished Agent a true, correct and complete copy of each of the Term Debt Documents. The Liens securing the Term Debt and the guarantees of the Term Debt shall, in each case, be subject to the terms of the Intercreditor Agreement.
Term Debt except (i) mandatory prepayments based on Excess Cash Flow (as defined in the Term Loan Agreement) to the extent required to be paid pursuant to Section 5.2.2(a) of the Term Loan Agreement, but only to the extent the Payment Conditions have been satisfied (and a Senior Officer of Borrower shall certify to Lender, not less than five Business Days prior to the date of payment, that all Payment Conditions have been satisfied; provided that, failure to provide such notice shall not result in an Event of Default), (ii) regularly scheduled payments of principal and interest on the Term Debt, (iii) fees and expenses payable to Term Agent and Term Lenders, (iv) mandatory prepayments based on “Equity Cure Contributions” (as defined in the Term Loan Agreement) to the extent required to be paid pursuant to Section 5.2.2(f) of the Term Loan Agreement, but only to the extent such “Equity Cure Contributions” are not Equity Cure Contributions pursuant to Section 9.3.2 of this Agreement, the proceeds of which are required to be applied to prepay outstanding principal under the Revolving Loan pursuant to Section 9.3.2 of this Agreement; and (v) other payments to the extent expressly permitted in the Intercreditor Agreement (including payments made pursuant to Section 4 of the Intercreditor Agreement); (c) the earn out payments owing pursuant to the Acquisition Agreement if at the time of such payment, the Payment Conditions are satisfied (and a Senior Officer of Borrower shall certify to Lender, not less than five Business Days prior to the date of payment, that all Payment Conditions have been satisfied; provided that, failure to provide such notice shall not result in an Event of Default), or (d) subject to clauses (a) and (b) above, any Borrowed Money (other than the Obligations) prior to its due date under the agreements evidencing such Debt as in effect on the Closing Date (or as amended thereafter with the written consent of Lender).
Term Debt. (f) Debt evidencing a refunding, renewal or extension of the Debt referred to in clauses (d) or (e) of this Section 9.11; provided, that (i) the principal amount thereof is not increased, (ii) the Liens, if any, securing such refunded, renewed or extended Debt do not attach to any assets in addition to those assets, if any, securing the Debt to be refunded, renewed or extended, (iii) no Person that is not an obligor or guarantor of such Debt as of the Closing Date shall become an obligor or guarantor thereof and (iv) the covenants, repayment provisions, events of default and subordination provisions, if any, of such refunding, renewal or extension are no less favorable to the applicable Loan Party, the Agent or the Lenders than the original Debt;
Term Debt. Unsecured Short-Term Debt, with the exception of lines of credit, may be incurred without prior written approval of HUD if: Borrower’s total Short-Term Debt for the current fiscal year will not exceed five percent (5%) of the average Adjusted Operating Revenue for the three (3) most recent fiscal years based on audited financial statements; The combined debt service payments for all of Borrower’s Long-Term Debt and Short-Term Debt in the current fiscal year is not projected to exceed 10 percent (10%) of the average Adjusted Operating Revenue for the three (3) most recent fiscal years based on audited financial statements; MRF funding is current; and No condition of default exists under this Agreement or under any other agreement entered in connection with any Short-Term Debt or Long-Term Debt. Lines of Credit Long-Term or Short-Term Debt in the form of a line of credit (“LOC”) is only permitted with prior written approval of HUD pursuant to the following: The LOC may not have a limit exceeding fifteen (15) days of Adjusted Operating Expenses, as reflected on the most recent audited financial statements; The LOC may only be secured by: Assets that are not pledged as collateral for the Borrower’s Security Instrument, subject to consent by HUD, By Patient Accounts Receivable, subject to consent by the Lender and HUD. The total amount of the Patient Accounts Receivable used to secure the LOC cannot be greater than 150 percent (150%) of the LOC. For all Debt that is secured by Xxxxxxxx’s Patient Accounts Receivable, Borrower must obtain an Intercreditor Agreement (HUD 92322-OHF), approved by HUD, executed by Xxxxxxxx, Xxxxxx and the Debt lender, prior to or contemporaneous with the incurrence of the Debt. Total Short-Term Debt for the current fiscal year will not exceed five percent (5%) of the average Adjusted Operating Revenue for the three (3) most recent fiscal years based on audited financial statements; The combined debt service payments for all Long-Term Debt and Short-Term Debt in the current fiscal year is not projected to exceed 10 percent (10%) of the average Adjusted Operating Revenue for the three (3) most recent fiscal years based on audited financial statements; MRF funding is current; No condition of default exists under this Agreement or under any other agreement entered in connection with any Short-Term Debt or Long-Term Debt.
Term Debt. (a) KKR Americas XII and WBA acknowledge that (i) pursuant to the senior credit facilities of PharMerica entered into at the Closing (together with any additional or replacement credit facilities entered into by PharMerica or its Subsidiaries after the Closing in accordance with the terms of this Agreement, the “Senior Credit Facility”), KKR Americas XII and WBA, collectively, are subject to a limit on purchases of the term loans thereunder (the “Term Debt”) of 30% of the total outstanding Term Debt (such limitation, together with any analogous limitation under any documentation governing any Senior Credit Facility entered into after the Closing, the “Term Debt Limit”), and that KKR Capital Markets LLC and other debt funds managed or advised by Kohlberg Kravis Xxxxxxx & Co. L.P. or any of its Affiliates (collectively, “KKR Debt Fund Affiliates”, which, for the avoidance of doubt, shall not be deemed to include any KKR Portfolio Company) are not subject to this limitation under the terms of the Senior Credit Facility, and (ii) pursuant to Kohlberg Kravis Xxxxxxx & Co. L.P.’s internal investment policy, KKR Debt Fund Affiliates, collectively, are subject to a limit on purchases of the Term Debt of 20% of the total outstanding Term Debt. KKR Americas XII and WBA are hereby agreeing to certain principles with respect to the acquisition of Term Debt by them and their Subsidiaries or certain of their Affiliates so that, to the extent any such parties purchase any Term Debt, KKR Americas XII (together with the KKR Debt Fund Affiliates), on the one hand, and the Walgreens Stockholder and its Subsidiaries, on the other hand, are able to acquire such Term Debt pro rata to their respective then Beneficial Ownership of Shares by the KKR Stockholders and the Walgreens Stockholders (the “Pro Rata Equity Holding”) while complying with the Term Debt Limit, as follows:
Term Debt. Term Loans or any other Debt referred to in Section 10.2.2(f).
Term Debt. The aggregate amount of short-term indebtedness of ------------------- PGE and its Subsidiaries outstanding at the Closing shall not exceed $300 million.
Term Debt. A term debt or term loan facility, allows the borrower to borrow up to a specified amount of money over an availability period. The loan may be repaid in instalments ("amortizing") or through one payment at the end of the facility ("bullet" repayment). The best example of a term debt is a mortgage. Once paid, the term debt cannot be re-borrowed. The borrower will have to pay certain fees for the money committed by the lender, but not borrowed.
Term Debt. The Response shall also represent a binding and irrevocable offer (which may be accepted only in accordance with Section 1.4(g)) for such Purchaser to cause the termination or assignment of the Management Agreement (as defined in Section 6.9) to which such Developing Center LLC (or its Applicable Partnership) is a party in exchange for a payment to Purchaser (or its Affiliate) equal to (a) the Selected Multiple multiplied by (b) the TTM Fees (as defined in the Management Rights Purchase Agreement) multiplied by (c) one minus the percentage of "Fees" received by "Manager" as is then being paid to "Consultant" as a "Consulting and Oversight Fee" pursuant to the Consulting Agreement the execution and delivery of which is a condition to the closing of the transactions contemplated by the Management Rights Purchase Agreement (as all such italicized terms are defined in such Consulting Agreement) (the "Management Agreement Termination Fee"). The "Selected Multiple" shall equal that multiple of the applicable Developing Center LLC's earnings, net of extraordinary items, before depreciation, interest, taxes and amortization for the twelve month period ending on the date of the Push/Pull Notice, determined in accordance with GAAP, if any, that was used by Purchaser in determining the Response Price; provided, however, if no Selected Multiple was used by Purchaser in determining the Response Price (whether because using such multiple would have failed to produce a positive or meaningful result or because a different metric is then being used by Purchaser in good faith to value membership interests in ambulatory surgery centers), then the Selected Multiple shall be the multiple used in the determination of the applicable Deferred Payment in Section 2.1(c) of the Management Rights Purchase Agreement.
Term Debt. In the event that Borrowers have not successfully completed a secondary Public Offering to repay Ten Million Dollars ($10,000,000) of the Revolving Line of Credit by October 11, 1999, Bank has committed to term out a maximum of Ten Million Dollars ($10,000,000) of the Revolving Line of Credit to be repaid over a five year fully amortized term with last payment to be made on October 30, 2004.
