Term Loan Facility. Each Lender severally agrees, on the terms and conditions set forth herein, to make Loans to the Borrower during the period from the Closing Date to May 31, 2019, in an aggregate amount not to exceed such Lender’s Pro Rata Share of the Term Commitment. The Borrower from time to time may borrow under the Term Loan Facility (and may reborrow any amount theretofore prepaid) until close of business on May 31, 2019, for a term not to exceed 364 days from the date of the Borrowing. Each such loan under the Term Loan Facility (a “Term Loan”) shall be in the minimum amount of $10,000,000 and shall become due and payable on the last day of the term selected by the Borrower for such Term Loan (the “Term Loan Maturity Date”), which shall in no event be later than 364 days from the date of such Term Loan. The maximum availability under the Term Loan Facility shall be the amount of the Credit minus the aggregate outstanding principal amount of Revolving Loans and Term Loans made by the Lenders; provided, however, that to the extent the proceeds of a Term Loan are used to repay an outstanding Revolving Loan (or a portion thereof), such Revolving Loan (or portion thereof) shall not be considered part of the aggregate principal amount of outstanding Revolving Loans made by the Lenders for purposes of this sentence (such maximum availability hereafter being referred to as the “Term Loan Availability”). Under no circumstances shall the aggregate outstanding principal amount of Term Loans and Revolving Loans made by the Lenders exceed the Credit, and under no circumstances shall any Lender be obligated (i) to make any Term Loan (nor may the Borrower reborrow any amount heretofore prepaid) after May 31, 2019, or (ii) to make any Term Loan in excess of the Term Loan Availability. Each Term Loan made hereunder shall fully and finally mature and be due and payable in full on the Term Loan Maturity Date specified in the Borrowing Advice for such Term Loan; provided, however, that to the extent the Borrowing Advice for any Term Loan selects an Interest Period that expires before the Term Loan Maturity Date specified in such Borrowing Advice, the Borrower may from time to time select additional interest rate options and Interest Periods (none of which shall extend beyond the Term Loan Maturity Date for such Term Loan) by delivering a Borrowing Advice or Notice of Conversion/Continuation, as applicable.
Appears in 1 contract
Term Loan Facility. Each Lender severally agrees, on the terms and conditions set forth herein, to make Loans to the Borrower during the period from the Closing Date to May 31, 2019, in an aggregate amount not to exceed such Lender’s Pro Rata Share of the Term Commitment. The Borrower from time to time may borrow under the Term Loan Facility (and may reborrow any amount theretofore prepaid) until close of business on May 31June 26, 20191998, for a term not to exceed 364 days from the date of the Borrowingborrowing. Each such loan under the Term Loan Facility (a “"Term Loan”") shall be in the minimum amount of $10,000,000 1,000,000 or an integral multiple thereof and shall become due and payable on the last day of the term selected by the Borrower for such Term Loan (the “"Term Loan Maturity Date”"), which shall in no event be later than 364 days from the date of such Term Loan. The maximum availability under the Term Loan Facility shall be the amount of the Credit minus the aggregate outstanding principal amount of Revolving Loans Advances and Term Loans made by the LendersBank; provided, however, that to the extent the proceeds of a Term Loan are used to repay an outstanding Revolving Loan Advance (or a portion thereof), such Revolving Loan Advance (or portion thereof) shall not be considered part of the aggregate principal amount of outstanding Revolving Loans Advances made by the Lenders Bank for purposes of this sentence (such maximum availability hereafter being referred to as the “"Term Loan Availability”"). Under no circumstances shall the aggregate outstanding principal amount of Term Loans and Revolving Loans Advances made by the Lenders Bank exceed the Credit, and under no circumstances shall any Lender the Bank be obligated (i) to make any Term Loan (nor may the Borrower reborrow any amount heretofore prepaid) after May 31June 26, 20191998, or (ii) to make any Term Loan in excess of the Term Loan Availability. Each Term Loan made hereunder shall fully and finally mature and be due and payable in full on the Term Loan Maturity Date specified in the Borrowing Advice for such Term Loan; provided, however, that to the extent the Borrowing Advice for any Term Loan selects an Interest Period that expires before the Term Loan Maturity Date specified in such Borrowing Advice, the Borrower may from time to time select additional interest rate options and Interest Periods (none of which shall extend beyond the Term Loan Maturity Date for such Term Loan) by delivering a Borrowing Advice or new Notice of Conversion/ContinuationInterest Period pursuant to Paragraphs 2.3, 2.4 and 2.5 hereof. The obligation of the Borrower to repay the aggregate unpaid principal amount of the Term Loans shall be evidenced by a promissory note of the Borrower (the "Term Note") in substantially the form attached hereto as applicableExhibit A-2, with the blanks appropriately completed, payable to the order of the Bank, bearing interest as hereinafter specified. The Term Note shall be dated, and shall be delivered to the Bank, on the date of the execution and delivery of this Agreement by the Borrower. The Bank shall, and is hereby authorized by the Borrower to, endorse on the schedule contained on the Term Note, or on a continuation of such schedule attached thereto and made a part thereof, appropriate notations regarding the Term Loans evidenced by the Term Note as specifically provided therein; provided, however, that the failure to make, or error in making, any such notation shall not limit or otherwise affect the obligations of the Borrower hereunder or under the Term Note.
Appears in 1 contract
Term Loan Facility. Each Lender severally agrees, on the terms and conditions set forth herein, to make Loans to the Borrower during the period from the Closing Date to May 31June 6, 20192014, in an aggregate amount not to exceed such Lender’s Pro Rata Share of the Term Commitment. The Borrower from time to time may borrow under the Term Loan Facility (and may reborrow any amount theretofore prepaid) until close of business on May 31June 6, 20192014, for a term not to exceed 364 days from the date of the Borrowing. Each such loan under the Term Loan Facility (a “"Term Loan”") shall be in the minimum amount of $10,000,000 and shall become due and payable on the last day of the term selected by the Borrower for such Term Loan (the “"Term Loan Maturity Date”"), which shall in no event be later than 364 days from the date of such Term Loan. The maximum availability under the Term Loan Facility shall be the amount of the Credit minus the aggregate outstanding principal amount of Revolving Loans and Term Loans made by the Lenders; provided, however, that to the extent the proceeds of a Term Loan are used to repay an outstanding Revolving Loan (or a portion thereof), such Revolving Loan (or portion thereof) shall not be considered part of the aggregate principal amount of outstanding Revolving Loans made by the Lenders for purposes of this sentence (such maximum availability hereafter being referred to as the “"Term Loan Availability”"). Under no circumstances shall the aggregate outstanding principal amount of Term Loans and Revolving Loans made by the Lenders exceed the Credit, and under no circumstances shall any Lender be obligated (i) to make any Term Loan (nor may the Borrower reborrow any amount heretofore prepaid) after May 31June 6, 20192014, or (ii) to make any Term Loan in excess of the Term Loan Availability. Each Term Loan made hereunder shall fully and finally mature and be due and payable in full on the Term Loan Maturity Date specified in the Borrowing Advice for such Term Loan; provided, however, that to the extent the Borrowing Advice for any Term Loan selects an Interest Period that expires before the Term Loan Maturity Date specified in such Borrowing Advice, the Borrower may from time to time select additional interest rate options and Interest Periods (none of which shall extend beyond the Term Loan Maturity Date for such Term Loan) by delivering a Borrowing Advice or Notice of Conversion/Continuation, as applicable.
Appears in 1 contract
Term Loan Facility. Each Lender severally agrees, on SECTION 3.1- A The Term Loan. Subject to the terms and conditions of this Agreement, and in reliance upon the representations and warranties set forth herein, each Term Loan Lender severally agrees to make Loans a portion of the Term Loan to the U.S. Borrower during in Dollars on the period from the Closing Term Loan Funding Date to May 31, 2019, in a single drawing in an aggregate principal amount not to exceed such Lender’s Pro Rata Share of the Term Commitment. The Borrower from time to time may borrow under the Term Loan Facility (and may reborrow any amount theretofore prepaid) until close of business on May 31, 2019, for a term not to exceed 364 days from the date of the Borrowing. Each such loan under the Term Loan Facility (a “Term Loan”) shall be in the minimum amount of $10,000,000 and shall become due and payable on the last day of the term selected by the Borrower for such Term Loan (the “Term Loan Maturity Date”), which shall in no event be later than 364 days from the date of such Term Loan. The maximum availability under the Term Loan Facility shall be the amount of the Credit minus the aggregate outstanding principal amount of Revolving Loans and Term Loans made by the LendersCommitment; provided, however, that to the extent the proceeds of a Term Loan are used to repay an outstanding Revolving Loan (or a portion thereof), such Revolving Loan (or portion thereof) shall not be considered part of the aggregate principal amount of outstanding Revolving Loans made by the Lenders for purposes of this sentence (such maximum availability hereafter being referred to as the “Term Loan Availability”). Under no circumstances shall the aggregate outstanding principal amount of Term Loans and Revolving Loans made by the Lenders exceed the Credit, and under no circumstances shall any Lender be obligated (i) to make any Term Loan (nor may the Borrower reborrow any amount heretofore prepaid) after May 31, 2019, or (ii) to make any Term Loan in excess of the Term Loan Availabilitymade on the Term Loan Funding Date shall not exceed $300,000,000. Upon the making of a portion of the Term Loan by a Term Loan Lender, its Term Loan Commitment shall automatically be reduced by the principal amount of such Term Loan. In addition, any then existing Term Loan Commitment shall expire and terminate (i.e., be reduced to zero) upon the close of business on August 22, 2016. Each Term Loan Lender’s portion of the Term Loan shall be in a principal amount equal to its Term Loan Percentage of the aggregate Term Loan made hereunder shall fully and finally mature and be due and payable in full on the Term Loan Maturity Date specified in the Borrowing Advice for such Term Loan; provided, however, that to the extent the Borrowing Advice for Funding Date. The U.S. Borrower may not reborrow any Term Loan selects an Interest Period that expires before portion of the Term Loan Maturity Date specified in such Borrowing Advicewhich is repaid; it being understood, for the avoidance of doubt, that any Borrower may from time request one or more additional Incremental Term Loans pursuant to time select additional interest rate options and Interest Periods (none in accordance with Section 4.14. For the avoidance of which shall extend beyond doubt, the Term Loan Maturity Date for such contemplated by this Section 3.1-A shall be deemed to be an Incremental Term Loan) by delivering a Borrowing Advice or .
SECTION 3.2- A Procedure for Advance of the Term Loan. The U.S. Borrower shall give the Administrative Agent an irrevocable Notice of Conversion/ContinuationBorrowing prior to 1:00 p.m. on the Term Loan Funding Date requesting that the Term Loan Lenders make the Term Loan on such date (provided that the U.S. Borrower may make such request, as applicable.no later than three (3) Business Days prior to the Term Loan Funding Date if the U.S. Borrower requests that the Term Loan be a LIBOR Rate Loan), specifying (A) the date of such borrowing, which shall be a Business Day,
Appears in 1 contract
Sources: Credit Agreement (Owens Corning)
Term Loan Facility. (a) Each Lender severally agreesof the parties hereto hereby acknowledges -------------------- and agrees that the Lender's commitments to make Term Loan A, on Term Loan E and Term Loan F pursuant to the Existing Credit Agreement have been fully funded. Subject to the terms and conditions set forth hereinhereof, the Lender hereby agrees to make Loans consolidate Term Loan A, Term Loan E and Term Loan F into a single term loan (referred to herein as the Borrower during "Embraer Term Loan"). The Embraer Term Loan shall be ----------------- in the period from the Closing Date to May 31, 2019, in an aggregate principal amount not to exceed such Lender’s Pro Rata Share of the Term Commitment. The Borrower from time to time may borrow under lesser of (a) the Embraer Term Loan Facility on such date and (b) the Embraer Term Loan Borrowing Base on such date.
(b) Subject to the terms and may reborrow any conditions hereof, on the Eleventh Amendment Effective Date the Lender agrees to make an additional discretionary advance under the Embraer Term Loan in an amount theretofore prepaid) until close equal to $4,593,000.00 (such additional advance, together with all amounts previously advanced in connection with the Embraer Term Loan and, together with all advances made in connection with the substitution of business on May 31Term Loan Aircraft or Term Loan Engines pursuant to Section 2.5 hereof, 2019, for a term not to exceed 364 days from the date shall be included as part of the BorrowingEmbraer Term Loan). Each such loan The Embraer Term Loan shall be stated to mature in the installments and amounts payable on the dates set forth in Schedule 2.3(a) hereto, and bear interest on the unpaid ---------------- principal amount thereof at the applicable interest rates per annum specified in Section 3.1 it being understood and agreed that notwithstanding anything to the contrary in said Schedule 2.3(a), if the Termination Date shall occur prior to --------------- the final maturity date set forth therein, then all amounts owing under the Term Loan Facility (a “Embraer Term Loan”) shall be in the minimum amount of $10,000,000 and , including accrued interest, shall become due and payable on such Termination Date. All payments of principal thereof shall reduce the last day of the term selected by the Borrower for such Term Loan (the “Term Loan Maturity Date”), which shall in no event be later than 364 days from the date of such Term Loan. The maximum availability under the Embraer Term Loan Facility shall be the amount of the Credit minus the aggregate outstanding principal amount of Revolving Loans and Term Loans made by the Lenders; provided, however, that to the extent the proceeds of on a Term Loan are used to repay an outstanding Revolving Loan (or a portion thereof), such Revolving Loan (or portion thereof) shall not be considered part of the aggregate principal amount of outstanding Revolving Loans made by the Lenders for purposes of this sentence (such maximum availability hereafter being referred to as the “Term Loan Availability”). Under no circumstances shall the aggregate outstanding principal amount of Term Loans and Revolving Loans made by the Lenders exceed the Credit, and under no circumstances shall any Lender be obligated (i) to make any Term Loan (nor may the Borrower reborrow any amount heretofore prepaid) after May 31, 2019, or (ii) to make any Term Loan in excess of the Term Loan Availability. Each Term Loan made hereunder shall fully and finally mature and be due and payable in full on the Term Loan Maturity Date specified in the Borrowing Advice for such Term Loan; provided, however, that to the extent the Borrowing Advice for any Term Loan selects an Interest Period that expires before the Term Loan Maturity Date specified in such Borrowing Advice, the Borrower may from time to time select additional interest rate options and Interest Periods (none of which shall extend beyond the Term Loan Maturity Date for such Term Loan) by delivering a Borrowing Advice or Notice of Conversion/Continuation, as applicabledollar-for-dollar basis."
Appears in 1 contract
Sources: Credit Agreement (International Airline Support Group Inc)
Term Loan Facility. Each Lender severally agrees, on (A) Subject to the terms and conditions set forth hereinin this Agreement (including, to make Loans to without limitation, the Borrower during the period from conditions precedent set forth in Subsections 4.1 and 4.2), on the Closing Date Date, upon the request of Borrower, each Lender shall, severally in proportion to May 31its Proportionate Share of $18,000,000, 2019make a term loan to Borrower (collectively, the "Term Loans"). The Term Loans advanced by each Lender shall be evidenced, in an aggregate amount not part, by a promissory note made by Borrower in favor of such Lender (each, a "Term Note") in the form attached hereto as Exhibit B with the blanks appropriately filled and, the provisions of any Term Note notwithstanding, shall become immediately due and payable as provided in Subsection 9.1 hereof, and, without notice or demand, upon the termination of this Agreement pursuant to exceed such Lender’s Pro Rata Share Subsections 2.14 or 2.20(E) hereof.
(B) Each of the Term CommitmentLoans shall consist of one or more Type of Advance as duly requested by Borrower pursuant to this Agreement. The Borrower from time shall use its best efforts to time may borrow under maintain a sufficient amount of Floating Rate Advances so that the making of payments on the Term Loan Facility (and may reborrow any amount theretofore prepaid) until close Loans in accordance with the terms of business this Agreement will not necessitate a payment of a Eurodollar Advance on May 31, 2019, for a term not to exceed 364 days from day other than the date last day of the Borrowing. Each such loan under Interest Period applicable thereto.
(C) Subject to Subsections 9.1, 2.14 and 2.20(E), the Term Loan Facility (a “Term Loan”) Loans shall mature and be in the minimum amount of $10,000,000 and shall become due and payable on the last day of Termination Date. Borrower shall prepay the term selected by the Borrower for such Term Loan (the “Term Loan Maturity Date”Loans as set forth in Subsection 2.6 and, subject to Subsections 2.4(E) and 2.20(C), which shall in no event be later than 364 days from the date of such Term Loan. The maximum availability under Borrower may prepay the Term Loan Facility shall be Loans, in whole or in part, together with payment of all accrued interest on the amount of the Credit minus the aggregate outstanding principal amount of Revolving Loans to be prepaid upon five (5) Business Days prior written notice to Agent and Term Loans made by the Lenders; provided, however, that to the extent the proceeds of a Term Loan are used to repay each such optional prepayment if in part shall be in an outstanding Revolving Loan (or a portion thereof), such Revolving Loan (or portion thereof) shall not be considered part of the aggregate principal amount of outstanding Revolving Loans made by not less than $250,000 or an integral multiple thereof. All payments on the Lenders for purposes of this sentence (such maximum availability hereafter being referred to as the “Term Loan Availability”). Under no circumstances shall the aggregate outstanding principal amount of Term Loans and Revolving Loans shall be made by on a pro rata basis for the account of Lenders exceed the Credit, and under no circumstances shall any Lender be obligated (i) pursuant to make their respective Term Proportionate Shares. No portion of any Term Loan (nor that has been repaid may the Borrower reborrow any amount heretofore prepaid) after May 31, 2019, or (ii) to make any Term Loan in excess of the Term Loan Availability. Each Term Loan made hereunder shall fully and finally mature and be due and payable in full on the Term Loan Maturity Date specified in the Borrowing Advice for such Term Loan; provided, however, that to the extent the Borrowing Advice for any Term Loan selects an Interest Period that expires before the Term Loan Maturity Date specified in such Borrowing Advice, the Borrower may from time to time select additional interest rate options and Interest Periods (none of which shall extend beyond the Term Loan Maturity Date for such Term Loan) by delivering a Borrowing Advice or Notice of Conversion/Continuation, as applicablereborrowed.
Appears in 1 contract
Term Loan Facility. Each Lender severally agrees, on (A) Subject to the terms and conditions set forth hereinin this Agreement (including, to make Loans to without limitation, the Borrower during the period from conditions precedent set forth in Subsections 4.1 and 4.2), on the Closing Date Date, upon the request of Borrower, each Lender shall, severally in proportion to May 31its Proportionate Share of $15,500,000, 2019make a term loan to Borrower (collectively, the "Term Loans"). The Term Loans advanced by each Lender shall be evidenced, in an aggregate amount not part, by a promissory note made by Borrower in favor of such Lender (each, a "Term Note") in the form attached hereto as Exhibit 2.1 with the blanks appropriately filled and, the provisions of any Term Note notwithstanding, shall become immediately due and payable as provided in Subsection 9.1 hereof, and, without notice or demand, upon the termination of this Agreement pursuant to exceed such Lender’s Pro Rata Share Subsections 2.14 or 2.20(E) hereof.
(B) Each of the Term CommitmentLoans shall consist of one or more Base Rate Advances or LIBOR Rate Advances (the "Type of Advance"), as duly requested by Borrower pursuant to this Agreement. The Borrower from time to time may borrow under shall maintain a sufficient amount of Base Rate Advances so that the making of payments on the Term Loan Facility (and may reborrow any amount theretofore prepaid) until close Loans in accordance with the terms of business this Agreement will not necessitate a payment of a LIBOR Rate Advance on May 31, 2019, for a term not to exceed 364 days from the date of the Borrowing. Each such loan under the Term Loan Facility (a “Term Loan”) shall be in the minimum amount of $10,000,000 and shall become due and payable on day other than the last day of the term selected by the Borrower for such Term Loan Interest Period applicable thereto.
(the “Term Loan Maturity Date”C) Subject to Subsections 9.1, 2.14 and 2.20(E), which shall in no event be later than 364 days from the date of such Term Loan. The maximum availability under the Term Loan Facility Loans shall mature and be due and payable on May 1, 2005. Borrower shall prepay the amount Term Loans as set forth in Subsection 2.6 and, subject to Subsections 2.4(E) and 2.20(C), Borrower may prepay the Term Loans, in whole or in part, together with payment of all accrued interest on the Credit minus the aggregate outstanding principal amount of Revolving Loans to be prepaid upon five (5) Business Days prior written notice to Agent and Term Loans made by the Lenders; provided, however, that to the extent the proceeds of a Term Loan are used to repay each such optional prepayment if in part shall be in an outstanding Revolving Loan (or a portion thereof), such Revolving Loan (or portion thereof) shall not be considered part of the aggregate principal amount of outstanding Revolving Loans made by not less than $250,000 or an integral multiple thereof. All payments on the Lenders for purposes of this sentence (such maximum availability hereafter being referred to as the “Term Loan Availability”). Under no circumstances shall the aggregate outstanding principal amount of Term Loans and Revolving Loans shall be made by on a pro rata basis for the account of Lenders exceed the Credit, and under no circumstances shall any Lender be obligated (i) pursuant to make their respective Term Proportionate Shares. No portion of any Term Loan (nor that has been repaid may the Borrower reborrow any amount heretofore prepaid) after May 31, 2019, or (ii) to make any Term Loan in excess of the Term Loan Availability. Each Term Loan made hereunder shall fully and finally mature and be due and payable in full on the Term Loan Maturity Date specified in the Borrowing Advice for such Term Loan; provided, however, that to the extent the Borrowing Advice for any Term Loan selects an Interest Period that expires before the Term Loan Maturity Date specified in such Borrowing Advice, the Borrower may from time to time select additional interest rate options and Interest Periods (none of which shall extend beyond the Term Loan Maturity Date for such Term Loan) by delivering a Borrowing Advice or Notice of Conversion/Continuation, as applicablereborrowed.
Appears in 1 contract
Term Loan Facility. Each Lender Upon the request of the Borrower, each Bank severally agrees, on the terms and conditions hereinafter set forth hereinforth, to make Loans available to the Borrower during on the period from closing date of the Closing Date to May 31, 2019, Acquisition a term loan (individually a “Term Loan” and collectively the “Term Loans”) in an aggregate a principal amount not to exceed at any time outstanding the amount set opposite such LenderBank’s Pro Rata Share name as the Term Loan Commitment on Exhibit A hereto, as such amount may be reduced pursuant to Section 2.02 hereof. Such Term Loan shall be made by each Bank in the Commitment Percentage applicable to each Bank. Once borrowed, any Term Loan of any Bank will terminate the Term Loan Commitment of said Bank as to any unused portion and any repayment or prepayments of a Term Loan, whether by scheduled installments or otherwise, will not reinstate said Term Loan Commitment, and may not be reborrowed. The proceeds of the Term Commitment. The Borrower from time to time may borrow under the Term Loan Facility (and may reborrow any amount theretofore prepaid) until close of business on May 31, 2019, for a term not to exceed 364 days from the date of the Borrowing. Each such loan under the Term Loan Facility (a “Term Loan”) shall be in disbursed by the minimum Agent into such account of ICS with the Agent pursuant to written instructions to be provided to the Agent by an authorized officer of ICS. Subject to the terms hereof, the aggregate maximum principal amount of $10,000,000 and shall become due and payable on the last day of the term selected by the Borrower for such Term Loan (the “Term Loan Maturity Date”), which shall in no event be later than 364 days from the date of such Term Loan. The maximum availability under the Term Loan Facility shall be the amount of the Credit minus the aggregate outstanding principal amount of Revolving Loans and Term Loans made by the Lenders; provided, however, that $45,000,000.00. Notwithstanding anything herein to the extent the proceeds of a Term Loan are used to repay an outstanding Revolving Loan (or a portion thereof)contrary, such Revolving Loan (or portion thereof) shall not be considered part of the aggregate principal amount of outstanding Revolving Loans made by the Lenders for purposes of this sentence (such maximum availability hereafter being referred to as the “Term Loan Availability”). Under no circumstances shall the aggregate outstanding principal amount of Term Loans it is understood and Revolving Loans made by the Lenders exceed the Credit, and under no circumstances shall any Lender be obligated (i) to make any Term Loan (nor may the Borrower reborrow any amount heretofore prepaid) after May 31, 2019, or (ii) to make any Term Loan in excess of agreed that the Term Loan Availability. Each Term Loan made hereunder Commitments shall fully and finally mature and be due and payable in full on terminate if for any reason whatsoever the Term Loan Maturity Date specified in Loans are not advanced and the Borrowing Advice for such Term Loan; providedAcquisition not closed on or before January 9, however, that to the extent the Borrowing Advice for any Term Loan selects an Interest Period that expires before the Term Loan Maturity Date specified in such Borrowing Advice, the Borrower may from time to time select additional interest rate options and Interest Periods (none of which shall extend beyond the Term Loan Maturity Date for such Term Loan) by delivering a Borrowing Advice or Notice of Conversion/Continuation, as applicable2002.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Integrated Circuit Systems Inc)
Term Loan Facility. Each Lender severally agrees, on the terms and conditions set forth herein, to make Loans to the Borrower during the period from the Closing Date to May 31June 3, 20192016, in an aggregate amount not to exceed such Lender’s Pro Rata Share of the Term Commitment. The Borrower from time to time may borrow under the Term Loan Facility (and may reborrow any amount theretofore prepaid) until close of business on May 31June 3, 20192016, for a term not to exceed 364 days from the date of the Borrowing. Each such loan under the Term Loan Facility (a “"Term Loan”") shall be in the minimum amount of $10,000,000 and shall become due and payable on the last day of the term selected by the Borrower for such Term Loan (the “"Term Loan Maturity Date”"), which shall in no event be later than 364 days from the date of such Term Loan. The maximum availability under the Term Loan Facility shall be the amount of the Credit NYDOCS01/1613908 13 minus the aggregate outstanding principal amount of Revolving Loans and Term Loans made by the Lenders; provided, however, that to the extent the proceeds of a Term Loan are used to repay an outstanding Revolving Loan (or a portion thereof), such Revolving Loan (or portion thereof) shall not be considered part of the aggregate principal amount of outstanding Revolving Loans made by the Lenders for purposes of this sentence (such maximum availability hereafter being referred to as the “"Term Loan Availability”"). Under no circumstances shall the aggregate outstanding principal amount of Term Loans and Revolving Loans made by the Lenders exceed the Credit, and under no circumstances shall any Lender be obligated (i) to make any Term Loan (nor may the Borrower reborrow any amount heretofore prepaid) after May 31June 3, 20192016, or (ii) to make any Term Loan in excess of the Term Loan Availability. Each Term Loan made hereunder shall fully and finally mature and be due and payable in full on the Term Loan Maturity Date specified in the Borrowing Advice for such Term Loan; provided, however, that to the extent the Borrowing Advice for any Term Loan selects an Interest Period that expires before the Term Loan Maturity Date specified in such Borrowing Advice, the Borrower may from time to time select additional interest rate options and Interest Periods (none of which shall extend beyond the Term Loan Maturity Date for such Term Loan) by delivering a Borrowing Advice or Notice of Conversion/Continuation, as applicable.
Appears in 1 contract
Term Loan Facility. Each Lender severally agrees, on Subject to the terms and conditions set forth hereinhereof, each Lender severally agrees to make Loans a Term Loan to the Borrower during the period from the Closing Date to May 31, 2019, in an aggregate amount not to exceed such Lender’s Pro Rata Share of the Term Commitment. The Borrower from time to time may borrow under the Term Loan Facility (and may reborrow any amount theretofore prepaid) until close of business on May 31, 2019, for a term not to exceed 364 days from the date of the Borrowing. Each such loan under the Term Loan Facility (a “Term Loan”) shall be in the minimum amount of $10,000,000 and shall become due and payable on the last day of the term selected by the Borrower for such Term Loan (the “Term Loan Maturity Date”), which shall Effective Date in no event be later than 364 days from the date of such Term Loan. The maximum availability under the Term Loan Facility shall be the amount of the Credit minus the aggregate outstanding a principal amount of Revolving Loans and Term Loans made by the Lenders; provided, however, that equal to the extent the proceeds of a Term Loan are used to repay an outstanding Revolving Loan (or a portion thereof), such Revolving Loan (or portion thereof) shall not be considered part of the aggregate principal amount of outstanding Revolving Loans made by the Lenders for purposes of this sentence (such maximum availability hereafter being referred to as the “Term Loan Availability”). Under no circumstances shall the aggregate outstanding principal amount of Term Loans and Revolving Loans made by the Lenders exceed the Credit, and under no circumstances shall any Lender be obligated (i) to make any Term Loan (nor may the Borrower reborrow any amount heretofore prepaid) after May 31, 2019, or (ii) to make any Term Loan in excess its Credit Percentage of the Term Loan AvailabilityCommitment. Each Term An Authorized Representative shall give the Agent (1) at least three (3) Business Days' irrevocable written notice by telefacsimile transmission of a Notice of Borrowing with appropriate insertions, effective upon receipt, if a Eurodollar Rate Loan made hereunder (including conversion from a Base Rate Loan to a Eurodollar Rate Loan) prior to 11:00 a.m. EST, and (2) irrevocable written notice by telefacsimile transmission of a Notice of Borrowing with appropriate insertions, effective upon receipt, if a Base Rate Loan (including conversion from a Eurodollar Rate Loan to a Base Rate Loan) prior to 11:00 a.m. EST on the Effective Date. Notice of receipt of such Borrowing Notice together with the amount of each Lender's portion of the Loan requested thereunder shall fully and finally mature and be due and payable in full provided by the Agent to each Lender by telefacsimile transmission with reasonable promptness, but (provided the Agent shall have received such notice by 11:00 a.m. EST) not later than 1:00 p.m. EST on the same date as the Agent's receipt of such notice. No later than 2:00 p.m. EST on the Effective Date each Lender will make available for the account of its applicable Lending Office to the Agent, at the address of the Agent set forth on the signature pages hereof, the Term Loan Maturity Date specified in the Borrowing Advice for such Term Loan; provided, however, that to be made by it by wire transfer of immediately available funds pursuant to the extent wiring instructions set forth on Annex I attached hereto or as otherwise directed by the Borrowing Advice Agent in writing. No later than 5:00 p.m. EST on the Effective Date the Agent shall make available to or for the account of the Borrower, and in accordance with the written instructions of the Borrower, the proceeds of the Term Loans made available to the Agent by the Lenders. No Lender shall be responsible for the failure of any Term Loan selects an Interest Period that expires before other Lender to make the Term Loan Maturity Date specified in to be made by such Borrowing Adviceother Lender pursuant to this Section 2.07; PROVIDED, HOWEVER, that the Borrower may from time failure of any Lender to time select additional interest rate options and Interest Periods (none of which shall extend beyond make the Term Loan Maturity Date for to be made by it under this Section 2.07 shall not relieve the obligation of each other Lender to make the Term Loan to be made by such Term Loan) by delivering a Borrowing Advice or Notice of Conversion/Continuation, as applicableother Lender under this Section 2.07.
Appears in 1 contract
Term Loan Facility. Each Lender severally agrees, on the terms and conditions set forth herein, to make Loans to the Borrower during the period from the Closing Date to May 31June 15, 20192007, in an aggregate amount not to exceed such Lender’s Pro Rata Share of the Term Commitment. The Borrower from time to time may borrow under the Term Loan Facility (and may reborrow any amount theretofore prepaid) until close of business on May 31June 15, 20192007, for a term not to exceed 364 days from the date of the Borrowing. Each such loan under the Term Loan Facility (a “Term Loan”) shall be in the minimum amount of $10,000,000 and shall become due and payable on the last day of the term selected by the Borrower for such Term Loan (the “Term Loan Maturity Date”), which shall in no event be later than 364 days from the date of such Term Loan. The maximum availability under the Term Loan Facility shall be the amount of the Credit minus the aggregate outstanding principal amount of Revolving Loans and Term Loans made by the Lenders; provided, however, that to the extent the proceeds of a Term Loan are used to repay an outstanding Revolving Loan (or a portion thereof), such Revolving Loan (or portion thereof) shall not be considered part of the aggregate principal amount of outstanding Revolving Loans made by the Lenders for purposes of this sentence (such maximum availability hereafter being referred to as the “Term Loan Availability”). Under no circumstances shall the aggregate outstanding principal amount of Term Loans and Revolving Loans made by the Lenders exceed the Credit, and under no circumstances shall any Lender be obligated (i) to make any Term Loan (nor may the Borrower reborrow any amount heretofore prepaid) after May 31June 15, 20192007, or (ii) to make any Term Loan in excess of the Term Loan Availability. Each Term Loan made hereunder shall fully and finally mature and be due and payable in full on the Term Loan Maturity Date specified in the Borrowing Advice for such Term Loan; provided, however, that to the extent the Borrowing Advice for any Term Loan selects an Interest Period that expires before the Term Loan Maturity Date specified in such Borrowing Advice, the Borrower may from time to time select additional interest rate options and Interest Periods (none of which shall extend beyond the Term Loan Maturity Date for such Term Loan) by delivering a Borrowing Advice or Notice of Conversion/Continuation, as applicable.
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Term Loan Facility. . Each Lender severally agrees, on the terms and conditions set forth herein, to make Loans to the Borrower during the period from the Closing Date to May 31June 10, 20192011, in an aggregate amount not to exceed such Lender’s Pro Rata Share of the Term Commitment. The Borrower from time to time may borrow under the Term Loan Facility (and may reborrow any amount theretofore prepaid) until close of business on May 31June 10, 20192011, for a term not to exceed 364 days from the date of the Borrowing. Each such loan under the Term Loan Facility (a “Term Loan”) shall be in the minimum amount of $10,000,000 and shall become due and payable on the last day of the term selected by the Borrower for such Term Loan (the “Term Loan Maturity Date”), which shall in no event be later than 364 days from the date of such Term Loan. The maximum availability under the Term Loan Facility shall be the amount of the Credit minus the aggregate outstanding principal amount of Revolving Loans and Term Loans made by the Lenders; provided, however, that to the extent the proceeds of a Term Loan are used to repay an outstanding Revolving Loan (or a portion thereof), such Revolving Loan (or portion thereof) shall not be considered part of the aggregate principal amount of outstanding Revolving Loans made by the Lenders for purposes of this sentence (such maximum availability hereafter being referred to as the “Term Loan Availability”). Under no circumstances shall the aggregate outstanding principal amount of Term Loans and Revolving Loans made by the Lenders exceed the Credit, and under no circumstances shall any Lender be obligated (i) to make any Term Loan (nor may the Borrower reborrow any amount heretofore prepaid) after May 31June 10, 20192011, or (ii) to make any Term Loan in excess of the Term Loan Availability. Each Term Loan made hereunder shall fully and finally mature and be due and payable in full on the Term Loan Maturity Date specified in the Borrowing Advice for such Term Loan; provided, however, that to the extent the Borrowing Advice for any Term Loan selects an Interest Period that expires before the Term Loan Maturity Date specified in such Borrowing Advice, the Borrower may from time to time select additional interest rate options and Interest Periods (none of which shall extend beyond the Term Loan Maturity Date for such Term Loan) by delivering a Borrowing Advice or Notice of Conversion/Continuation, as applicable.
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Term Loan Facility. Each Lender severally agrees, on (A) Subject to the terms and conditions set forth hereinin the Original Agreement, to make Loans to the Borrower during the period from on the Closing Date (as defined in the Original Agreement), each of the Lenders that was then a party to May 31the Original Agreement made, 2019severally in proportion to its Proportionate Share of $15,000,000, a term loan to Rail (collectively, the "Term Loans"). The Term Loans advanced by each Lender are evidenced, in an aggregate amount not part, by a promissory note made by Rail in favor of such Lender (each, a "Term Note") substantially in the form attached hereto as Exhibit A-1 with the blanks appropriately filled and, the provisions of any Term Note notwithstanding, are subject to exceed such Lender’s Pro Rata Share the terms and conditions set forth herein and shall become immediately due and payable as provided in Subsection 9.1 hereof, and, without notice or demand, upon the termination of this Agreement pursuant to Subsections 2.15 or 2.21(E) hereof.
(B) Each of the Term CommitmentLoans shall consist of one or more Base Rate Advances or LIBOR Rate Advances (the "Type of Advance"), as duly requested by Rail pursuant to this Agreement. The Borrower from time to time may borrow under Rail shall maintain a sufficient amount of Base Rate Advances so that the making of payments on the Term Loan Facility (and may reborrow any amount theretofore prepaid) until close Loans in accordance with the terms of business this Agreement will not necessitate a payment of a LIBOR Rate Advance on May 31, 2019, for a term not to exceed 364 days from the date of the Borrowing. Each such loan under the Term Loan Facility (a “Term Loan”) shall be in the minimum amount of $10,000,000 and shall become due and payable on day other than the last day of the term selected by the Borrower for such Term Loan Interest Period applicable thereto.
(the “Term Loan Maturity Date”C) Subject to Subsections 9.1, 2.15 and 2.21(E), which shall in no event be later than 364 days from the date of such Term Loan. The maximum availability under the Term Loan Facility Loans shall mature and be due and payable on March 31, 2000. Subject to Subsections 2.5(E) and 2.21(C), Rail may prepay the amount Term Loans, in whole or in part, together with payment of all accrued interest on the Credit minus the aggregate outstanding principal amount of Revolving Loans to be prepaid upon five (5) Business Days prior written notice to Agent and Term Loans made by the Lenders; provided, however, that to the extent the proceeds of a Term Loan are used to repay each such prepayment if in part shall be in an outstanding Revolving Loan (or a portion thereof), such Revolving Loan (or portion thereof) shall not be considered part of the aggregate principal amount of outstanding Revolving not less than $1,000,000 or an integral multiple thereof. All payments on the Term Loans shall be made by on a pro rata basis for the account of the Lenders for purposes pursuant to their respective Term Proportionate Shares. No portion of this sentence (such maximum availability hereafter being referred to as the “Term Loan Availability”). Under no circumstances shall the aggregate outstanding principal amount of Term Loans and Revolving Loans made by the Lenders exceed the Credit, and under no circumstances shall any Lender be obligated (i) to make any Term Loan (nor that has been repaid may the Borrower reborrow any amount heretofore prepaid) after May 31, 2019, or (ii) to make any Term Loan in excess of the Term Loan Availability. Each Term Loan made hereunder shall fully and finally mature and be due and payable in full on the Term Loan Maturity Date specified in the Borrowing Advice for such Term Loan; provided, however, that to the extent the Borrowing Advice for any Term Loan selects an Interest Period that expires before the Term Loan Maturity Date specified in such Borrowing Advice, the Borrower may from time to time select additional interest rate options and Interest Periods (none of which shall extend beyond the Term Loan Maturity Date for such Term Loan) by delivering a Borrowing Advice or Notice of Conversion/Continuation, as applicablereborrowed.
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Sources: Loan and Security Agreement (Abc Rail Products Corp)
Term Loan Facility. Each Lender severally agrees, on (i) Subject to the terms and conditions set forth hereinhereof, each Term Lender agrees to make Loans available, from time to the Borrower during the period time, from the Closing Date until October 15, 1999 (the "Commencement Date"), for Borrower's use and upon the request of Borrower therefor to May 31Agent, 2019term loans in minimum $10,000,000 increments (each a "Term Loan Advance"; collectively, in an aggregate amount not to exceed such Lender’s the "Term Loan"). The Pro Rata Share of the Term Loan of any Term Lender shall not exceed its separate Term Loan Commitment. The Borrower from time to time may borrow under aggregate principal amount of the Term Loan Facility outstanding shall not exceed at any time the Term Loan Commitment.
(and ii) Borrower shall give Agent (which shall promptly notify Term Lenders) notice of each borrowing hereunder as provided in Section 1.1(b)(iii) and, subject to Section 9.11, on the date specified for such borrowing each Term Lender shall make available the amount of the Term Loan Advance to be made by it on such date to Agent to such account of Agent as Agent may reborrow any amount theretofore prepaid) until close of business on May 31designate, 2019in immediately available funds, for the account of Borrower.
(iii) Each notice of a term not borrowing of a Term Loan Advance shall be given in writing (by telecopy, hand delivery, or U.S. mail) by Borrower to exceed 364 days from Agent at its address at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, Attention: Portfolio Analyst, Telephone No. (▇▇▇) ▇▇▇-▇▇▇▇, Telecopy No. (203) 316-7817, given no later than 11:00 a.m. (New York City time) on the date Business Day of the Borrowingproposed Term Loan Advance. Each such loan under the notice of borrowing (a "Notice of Term Loan Facility (a “Term Loan”Advance") shall be substantially in the minimum form of Exhibit A-2, specifying therein the requested date, the amount of $10,000,000 and shall become due and payable on the last day of the term selected by the Borrower for such Term Loan (the “Term Loan Maturity Date”), which shall in no event be later than 364 days from the date of such Term Loan. The maximum availability under , the Type or Types of advance comprising such Term Loan Facility Advance and the amount of each such Type, and the LIBO Rate Period for each such Term Loan Advance which is a LIBO Rate Loan. Each Term Loan Advance shall be deemed to be an Index Rate Loan unless otherwise specified by Borrower in the Notice of Term Loan Advance delivered to Agent in relation to such Revolving Advance in accordance with the procedures and time set forth in this Section 1.1(b)(iii). Agent and Lenders shall be entitled to rely upon and shall be fully protected under this Agreement in relying upon any Notice of Term Loan Advance believed by Agent to be genuine and to assume that the persons executing and delivering the same were duly authorized unless the responsible individual acting thereon for Agent shall have actual knowledge to the contrary. Each LIBO Rate Loan shall be in a minimum amount of at least $5,000,000 or an integral multiple of $1,000,000 in excess thereof.
(iv) The Term Loan shall be evidenced by promissory notes substantially in the form of Exhibit C-2, and Borrower shall execute and deliver a Term Note to each Term Lender. Each Term Note shall represent the obligation of Borrower to pay the amount of the Credit minus applicable Term Lender's Term Loan Commitment, together with interest thereon as prescribed in Section 1.4.
(v) Borrower shall pay the aggregate outstanding principal amount of Revolving Loans and Term Loans made by the Lenders; provided, however, that to the extent the proceeds of a Term Loan are used to repay an outstanding Revolving Loan in twenty (or a portion thereof)20) consecutive quarterly installments on the first Business Day of January, such Revolving Loan (or portion thereof) shall not be considered part April, July and October of each year, commencing January 2, 2000, and in the percentage amounts of the aggregate principal amount of the Term Loan outstanding Revolving Loans made by on the Lenders for purposes of this sentence Commencement Date (such maximum availability hereafter aggregate being referred to the "Aggregate Term Amount"), as follows: Installment Amount (Percentage of Aggregate Term Amount Payment Date on Commencement Date) ------------ --------------------- January 2, 2000 1.67% April 1, 2000 1.67% July 1, 2000 1.67% October 1, 2000 1.67% January 2, 2001 3.33% April 1, 2001 3.33% July 1, 2001 3.33% October 1, 2001 3.33% January 2, 2002 5.00% April 1, 2002 5.00% July 1, 2002 5.00% 80 October 1, 2002 5.00% January 2, 2003 6.67% April 1, 2003 6.67% July 1, 2003 6.67% October 1, 2003 6.67% January 2, 2004 8.33% April 1, 2004 8.33% July 1, 2004 8.33% October 1, 2004 Balance Notwithstanding the “Term Loan Availability”). Under no circumstances shall foregoing, the aggregate outstanding principal amount of Term Loans and Revolving Loans made by the Lenders exceed the Credit, and under no circumstances shall any Lender be obligated (i) to make any Term Loan (nor may the Borrower reborrow any amount heretofore prepaid) after May 31, 2019, or (ii) to make any Term Loan in excess balance of the Term Loan Availability. Each Term Loan made hereunder shall fully and finally mature and be due and payable in full in immediately available funds on the Commitment Termination Date, if not sooner paid in full.
(vi) Each scheduled payment and each prepayment of principal with respect to the Term Loan Maturity Date specified shall be paid to Agent for the ratable benefit of each Term Lender, ratably in the Borrowing Advice for proportion to and in reduction of each such Term Loan; provided, however, that to the extent the Borrowing Advice for any Lender's respective Term Loan selects an Interest Period that expires before the Commitment.
(vii) Additional Term Lenders may become parties hereto and existing Term Lenders may increase their Term Loan Maturity Date specified Commitments in such Borrowing Adviceeach case with the consent of the Agent and, the so long as no Event of Default has occurred and is continuing, Borrower, which consent of Borrower may shall not be unreasonably withheld, denied or delayed, from time to time select additional interest rate options and Interest Periods until the first to occur of: (none of which shall extend beyond x) November 1, 1999 or (y) until the aggregate Term Loan Maturity Date for such Commitments of all Term Loan) by delivering Lenders equals $75,000,000. Each Term Lender shall have and maintain a Borrowing Advice or Notice Term Loan Commitment of Conversion/Continuation, as applicableat least $5,000,000.
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Term Loan Facility. Each Lender severally agrees, on the terms and conditions set forth herein, to make Loans to the Borrower during the period from the Closing Date to May 31June 1, 20192018, in an aggregate amount not to exceed such Lender’s Pro Rata Share of the Term Commitment. The Borrower from time to time may borrow under the Term Loan Facility (and may reborrow any amount theretofore prepaid) until close of business on May 31June 1, 20192018, for a term not to exceed 364 days from the date of the Borrowing. Each such loan under the Term Loan Facility (a “Term Loan”) shall be in the minimum amount of $10,000,000 and shall become due and payable on the last day of the term selected by the Borrower for such Term Loan (the “Term Loan Maturity Date”), which shall in no event be later than 364 days from the date of such Term Loan. The maximum availability under the Term Loan Facility shall be the amount of the Credit minus the aggregate outstanding principal amount of Revolving Loans and Term Loans made by the Lenders; provided, however, that to the extent the proceeds of a Term Loan are used to repay an outstanding Revolving Loan (or a portion thereof), such Revolving Loan (or portion thereof) shall not be considered part of the aggregate principal amount of outstanding Revolving Loans made by the Lenders for purposes of this sentence (such maximum availability hereafter being referred to as the “Term Loan Availability”). Under no circumstances shall the aggregate outstanding principal amount of Term Loans and Revolving Loans made by the Lenders exceed the Credit, and under no circumstances shall any Lender be obligated (i) to make any Term Loan (nor may the Borrower reborrow any amount heretofore prepaid) after May 31June 1, 20192018, or (ii) to make any Term Loan in excess of the Term Loan Availability. Each Term Loan made hereunder shall fully and finally mature and be due and payable in full on the Term Loan Maturity Date specified in the Borrowing Advice for such Term Loan; provided, however, that to the extent the Borrowing Advice for any Term Loan selects an Interest Period that expires before the Term Loan Maturity Date specified in such Borrowing Advice, the Borrower may from time to time select additional interest rate options and Interest Periods (none of which shall extend beyond the Term Loan Maturity Date for such Term Loan) by delivering a Borrowing Advice or Notice of Conversion/Continuation, as applicable.
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Term Loan Facility. Each Lender severally agrees, on the terms and conditions set forth herein, to make Loans to the Borrower during the period from the Closing Date to May 31June 5, 20192015, in an aggregate amount not to exceed such Lender’s Pro Rata Share of the Term Commitment. The Borrower from time to time may borrow under the Term Loan Facility (and may reborrow any amount theretofore prepaid) until close of business on May 31June 5, 20192015, for a term not to exceed 364 days from the date of the Borrowing. Each such loan under the Term Loan Facility (a “"Term Loan”") shall be in the minimum amount of $10,000,000 and shall become due and payable on the last day of the term selected by the Borrower for such Term Loan (the “"Term Loan Maturity Date”"), which shall in no event be later than 364 days from the date of such Term Loan. The maximum availability under the Term Loan Facility shall be the amount of the Credit minus the aggregate outstanding principal amount of Revolving Loans and Term Loans made by the Lenders; provided, however, that to the extent the proceeds of a Term Loan are used to repay an outstanding Revolving Loan (or a portion thereof), such Revolving Loan (or portion thereof) shall not be considered part of the aggregate principal amount of outstanding Revolving Loans made by the Lenders for purposes of this sentence (such maximum availability hereafter being referred to as the “"Term Loan Availability”"). Under no circumstances shall the aggregate outstanding principal amount of Term Loans and Revolving Loans made by the Lenders exceed the Credit, and under no circumstances shall any Lender be obligated (i) to make any Term Loan (nor may the Borrower reborrow any amount heretofore prepaid) after May 31June 5, 20192015, or (ii) to make any Term Loan in excess of the Term Loan Availability. Each Term Loan made hereunder shall fully and finally mature and be due and payable in full on the Term Loan Maturity Date specified in the Borrowing Advice for such Term Loan; provided, however, that to the extent the Borrowing Advice for any Term Loan selects an Interest Period that expires before the Term Loan Maturity Date specified in such Borrowing Advice, the Borrower may from time to time select additional interest rate options and Interest Periods (none of which shall extend beyond the Term Loan Maturity Date for such Term Loan) by delivering a Borrowing Advice or Notice of Conversion/Continuation, as applicable.
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Term Loan Facility. Each Lender severally agrees, on the terms and conditions set forth herein, to make Loans to the Borrower during the period from the Closing Date to May 31June 11, 20192010, in an aggregate amount not to exceed such Lender’s Pro Rata Share of the Term Commitment. The Borrower from time to time may borrow under the Term Loan Facility (and may reborrow any amount theretofore prepaid) until close of business on May 31June 11, 20192010, for a term not to exceed 364 days from the date of the Borrowing. Each such loan under the Term Loan Facility (a “Term Loan”) shall be in the minimum amount of $10,000,000 and shall become due and payable on the last day of the term selected by the Borrower for such Term Loan (the “Term Loan Maturity Date”), which shall in no event be later than 364 days from the date of such Term Loan. The maximum availability under the Term Loan Facility shall be the amount of the Credit minus the aggregate outstanding principal amount of Revolving Loans and Term Loans made by the Lenders; provided, however, that to the extent the proceeds of a Term Loan are used to repay an outstanding Revolving Loan (or a portion thereof), such Revolving Loan (or portion thereof) shall not be considered part of the aggregate principal amount of outstanding Revolving Loans made by the Lenders for purposes of this sentence (such maximum availability hereafter being referred to as the “Term Loan Availability”). Under no circumstances shall the aggregate outstanding principal amount of Term Loans and Revolving Loans made by the Lenders exceed the Credit, and under no circumstances shall any Lender be obligated (i) to make any Term Loan (nor may the Borrower reborrow any amount heretofore prepaid) after May 31June 11, 20192010, or (ii) to make any Term Loan in excess of the Term Loan Availability. Each Term Loan made hereunder shall fully and finally mature and be due and payable in full on the Term Loan Maturity Date specified in the Borrowing Advice for such Term Loan; provided, however, that to the extent the Borrowing Advice for any Term Loan selects an Interest Period that expires before the Term Loan Maturity Date specified in such Borrowing Advice, the Borrower may from time to time select additional interest rate options and Interest Periods (none of which shall extend beyond the Term Loan Maturity Date for such Term Loan) by delivering a Borrowing Advice or Notice of Conversion/Continuation, as applicable.
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Term Loan Facility. Each Lender severally agrees, on the terms and conditions set forth herein, to make Loans to the Borrower during the period from the Closing Date to May 3128, 20192021, in an aggregate amount not to exceed such Lender’s Pro Rata Share of the Term Commitment. The Borrower from time to time may borrow under the Term Loan Facility (and may reborrow any amount theretofore prepaid) until close of business on May 3128, 20192021, for a term not to exceed 364 days from the date of the Borrowing. Each such loan under the Term Loan Facility (a “Term Loan”) shall be in the minimum amount of $10,000,000 and shall become due and payable on the last day of the term selected by the Borrower for such Term Loan (the “Term Loan Maturity Date”), which shall in no event be later than 364 days from the date of such Term Loan. The maximum availability under the Term Loan Facility shall be the amount of the Credit minus the aggregate outstanding principal amount of Revolving Loans and Term Loans made by the Lenders; provided, however, that to the extent the proceeds of a Term Loan are used to repay an outstanding Revolving Loan (or a portion thereof), such Revolving Loan (or portion thereof) shall not be considered part of the aggregate principal amount of outstanding Revolving Loans made by the Lenders for purposes of this sentence (such maximum availability hereafter being referred to as the “Term Loan Availability”). Under no circumstances shall the aggregate outstanding principal amount of Term Loans and Revolving Loans made by the Lenders exceed the Credit, and under no circumstances shall any Lender be obligated (i) to make any Term Loan (nor may the Borrower reborrow any amount heretofore prepaid) after May 3128, 20192021, or (ii) to make any Term Loan in excess of the Term Loan Availability. Each Term Loan made hereunder shall fully and finally mature and be due and payable in full on the Term Loan Maturity Date specified in the Borrowing Advice for such Term Loan; provided, however, that to the extent the Borrowing Advice for any Term Loan selects an Interest Period that expires before the Term Loan Maturity Date specified in such Borrowing Advice, the Borrower may from time to time select additional interest rate options and Interest Periods (none of which shall extend beyond the Term Loan Maturity Date for such Term Loan) by delivering a Borrowing Advice or Notice of Conversion/Continuation, as applicable.
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Term Loan Facility. Each Lender severally agrees, on the terms and conditions set forth herein, to make Loans Subject to the Borrower during the period from the Closing Date to May 31provisions of clause (c) below, 2019, in an aggregate amount not to exceed such Lender’s Pro Rata Share of the (i) each Term Commitment. The Borrower from time to time may borrow under the Term SOFR Rate Loan Facility (and may reborrow any amount theretofore prepaid) until close of business on May 31, 2019, for a term not to exceed 364 days from the date of the Borrowing. Each such loan under the Term Loan Facility (a “Term Loan”) shall be in the minimum amount of $10,000,000 and shall become due and payable on the last day of the term selected by the Borrower for such Term Loan (the “Term Loan Maturity Date”), which shall in no event be later than 364 days from the date of such Term Loan. The maximum availability under the Term Loan Facility shall be bear interest on the amount of the Credit minus the aggregate outstanding principal amount of Revolving Loans and thereof for each Interest Period at a rate per annum equal to Term Loans made by SOFR for such Interest Period plus the LendersApplicable Rate for the Term Loan Facility for Term SOFR Rate Loans; provided, however, that (ii) each Base Rate Loan under the Term Loan Facility shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the extent Base Rate plus the proceeds of a Applicable Rate for the Term Loan are used Facility for Base Rate Loans; and (iii) each Daily SOFR Rate Loan under the Term Loan Facility shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to repay an outstanding Revolving the sum of Daily Simple SOFR plus the Applicable Rate for the Term Loan Facility for Daily SOFR Rate Loans. (or a portion thereofc) (b) .
(i) If any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), such Revolving whether at stated maturity, by acceleration or
(ii) If any amount (other than principal of any Loan) payable by any Borrower under any Loan Document is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or portion thereof) shall not be considered part otherwise, then upon the request of the aggregate Required Lenders, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable laws.
(iii) Upon the request of the Required Lenders, while any Event of Default exists (other than as set forth in clauses (c)(c)(i) and (c)(c)(ii) above), the Borrowers shall pay interest on the principal amount of all outstanding Revolving Loans made Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by the Lenders for purposes of this sentence applicable laws.
(such maximum availability hereafter being referred to as the “Term Loan Availability”). Under no circumstances iv) Accrued and unpaid interest on past due amounts (including interest on past due interest) shall the aggregate outstanding principal amount of Term Loans and Revolving Loans made by the Lenders exceed the Credit, and under no circumstances shall any Lender be obligated (i) to make any Term Loan (nor may the Borrower reborrow any amount heretofore prepaid) after May 31, 2019, or (ii) to make any Term Loan in excess of the Term Loan Availability. Each Term Loan made hereunder shall fully and finally mature and be due and payable in full on the Term Loan Maturity Date specified in the Borrowing Advice for such Term Loan; provided, however, that to the extent the Borrowing Advice for any Term Loan selects an Interest Period that expires before the Term Loan Maturity Date specified in such Borrowing Advice, the Borrower may from time to time select additional interest rate options and Interest Periods upon demand. (none of which shall extend beyond the Term Loan Maturity Date for such Term Loan) by delivering a Borrowing Advice or Notice of Conversion/Continuation, as applicable.d)
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Term Loan Facility. Each Lender severally agrees, on the terms and conditions set forth herein, to make Loans to the Borrower during the period from the Closing Date to May 31June 20, 20192003, in an aggregate amount not to exceed such Lender’s 's Pro Rata Share of the Term Commitment. The Borrower from time to time may borrow under the Term Loan Facility (and may reborrow any amount theretofore prepaid) until close of business on May 31June 20, 20192003, for a term not to exceed 364 days from the date of the Borrowing. Each such loan under the Term Loan Facility (a “"Term Loan”") shall be in the minimum amount of $10,000,000 and shall become due and payable on the last day of the term selected by the Borrower for such Term Loan (the “"Term Loan Maturity Date”"), which shall in no event be later than 364 days from the date of such Term Loan. The maximum availability under the Term Loan Facility shall be the amount of the Credit minus the aggregate outstanding principal amount of Revolving Loans and Term Loans made by the Lenders; provided, however, that to the extent the proceeds of a Term Loan are used to repay an outstanding Revolving Loan (or a portion thereof), such Revolving Loan (or portion thereof) shall not be considered part of the aggregate principal amount of outstanding Revolving Loans made by the Lenders for purposes of this sentence (such maximum availability hereafter being referred to as the “"Term Loan Availability”"). Under no circumstances shall the aggregate outstanding principal amount of Term Loans and Revolving Loans made by the Lenders exceed the Credit, and under no circumstances shall any Lender be obligated (i) to make any Term Loan (nor may the Borrower reborrow any amount heretofore prepaid) after May 31June 20, 20192003, or (ii) to make any Term Loan in excess of the Term Loan Availability. Each Term Loan made hereunder shall fully and finally mature and be due and payable in full on the Term Loan Maturity Date specified in the Borrowing Advice for such Term Loan; provided, however, that to the extent the Borrowing Advice for any Term Loan selects an Interest Period that expires before the Term Loan Maturity Date specified in such Borrowing Advice, the Borrower may from time to time select additional interest rate options and Interest Periods (none of which shall extend beyond the Term Loan Maturity Date for such Term Loan) by delivering a Borrowing Advice or Notice of Conversion/Continuation, as applicable.
Appears in 1 contract
Term Loan Facility. Each Lender severally agrees, on the terms and conditions set forth herein, to make Loans to the Borrower during the period from the Closing Date to May 31June 18, 20192004, in an aggregate amount not to exceed such Lender’s 's Pro Rata Share of the Term Commitment. The Borrower from time to time may borrow under the Term Loan Facility (and may reborrow any amount theretofore prepaid) until close of business on May 31June 18, 20192004, for a term not to exceed 364 days from the date of the Borrowing. Each such loan under the Term Loan Facility (a “"Term Loan”") shall be in the minimum amount of $10,000,000 and shall become due and payable on the last day of the term selected by the Borrower for such Term Loan (the “"Term Loan Maturity Date”"), which shall in no event be later than 364 days from the date of such Term Loan. The maximum availability under the Term Loan Facility shall be the amount of the Credit minus the aggregate outstanding principal amount of Revolving Loans and Term Loans made by the Lenders; provided, however, that to the extent the proceeds of a Term Loan are used to repay an outstanding Revolving Loan (or a portion thereof), such Revolving Loan (or portion thereof) shall not be considered part of the aggregate principal amount of outstanding Revolving Loans made by the Lenders for purposes of this sentence (such maximum availability hereafter being referred to as the “"Term Loan Availability”"). Under no circumstances shall the aggregate outstanding principal amount of Term Loans and Revolving Loans made by the Lenders exceed the Credit, and under no circumstances shall any Lender be obligated (i) to make any Term Loan (nor may the Borrower reborrow any amount heretofore prepaid) after May 31June 18, 20192004, or (ii) to make any Term Loan in excess of the Term Loan Availability. Each Term Loan made hereunder shall fully and finally mature and be due and payable in full on the Term Loan Maturity Date specified in the Borrowing Advice for such Term Loan; provided, however, that to the extent the Borrowing Advice for any Term Loan selects an Interest Period that expires before the Term Loan Maturity Date specified in such Borrowing Advice, the Borrower may from time to time select additional interest rate options and Interest Periods (none of which shall extend beyond the Term Loan Maturity Date for such Term Loan) by delivering a Borrowing Advice or Notice of Conversion/Continuation, as applicable.
Appears in 1 contract
Term Loan Facility. Each Lender severally agrees, on the terms and conditions set forth herein, to make Loans to the Borrower during the period from the Closing Date to May 31June 7, 20192013, in an aggregate amount not to exceed such Lender’s Pro Rata Share of the Term Commitment. The Borrower from time to time may borrow under the Term Loan Facility (and may reborrow any amount theretofore prepaid) until close of business on May 31June 7, 20192013, for a term not to exceed 364 days from the date of the Borrowing. Each such loan under the Term Loan Facility (a “Term Loan”) shall be in the minimum amount of $10,000,000 and shall become due and payable on the last day of the term selected by the Borrower for such Term Loan (the “Term Loan Maturity Date”), which shall in no event be later than 364 days from the date of such Term Loan. The maximum availability under the Term Loan Facility shall be the amount of the Credit minus the aggregate outstanding principal amount of Revolving Loans and Term Loans made by the Lenders; provided, however, that to the extent the proceeds of a Term Loan are used to repay an outstanding Revolving Loan (or a portion thereof), such Revolving Loan (or portion thereof) shall not be considered part of the aggregate principal amount of outstanding Revolving Loans made by the Lenders for purposes of this sentence (such maximum availability hereafter being referred to as the “Term Loan Availability”). Under no circumstances shall the aggregate outstanding principal amount of Term Loans and Revolving Loans made by the Lenders exceed the Credit, and under no circumstances shall any Lender be obligated (i) to make any Term Loan (nor may the Borrower reborrow any amount heretofore prepaid) after May 31June 7, 20192013, or (ii) to make any Term Loan in excess of the Term Loan Availability. Each Term Loan made hereunder shall fully and finally mature and be due and payable in full on the Term Loan Maturity Date specified in the Borrowing Advice for such Term Loan; provided, however, that to the extent the Borrowing Advice for any Term Loan selects an Interest Period that expires before the Term Loan Maturity Date specified in such Borrowing Advice, the Borrower may from time to time select additional interest rate options and Interest Periods (none of which shall extend beyond the Term Loan Maturity Date for such Term Loan) by delivering a Borrowing Advice or Notice of Conversion/Continuation, as applicable.
Appears in 1 contract
Term Loan Facility. Each Lender severally agrees, on the terms and conditions set forth herein, to make Loans to the Borrower during the period from the Closing Date to May 31, 2019, in an aggregate amount not to exceed such Lender’s Pro Rata Share of the Term Commitment. The Borrower from time to time may borrow ------------------ under the Term Loan Facility (and may reborrow any amount theretofore prepaid) until close of business on May 31June 25, 20191999, for a term not to exceed 364 days from the date of the Borrowingborrowing. Each such loan under the Term Loan Facility (a “"Term Loan”") shall be in the minimum amount of $10,000,000 1,000,000 or an integral multiple thereof and shall become due and payable on the last day of the term selected by the Borrower for such Term Loan (the “"Term Loan Maturity Date”"), which shall in no event be later than 364 days from the date of such Term Loan. The maximum availability under the Term Loan Facility shall be the amount of the Credit minus the aggregate outstanding principal amount of Revolving Loans Advances and Term Loans made ----- by the LendersBank; provided, however, that to the extent the proceeds of a Term Loan -------- ------- are used to repay an outstanding Revolving Loan Advance (or a portion thereof), such Revolving Loan Advance (or portion thereof) shall not be considered part of the aggregate principal amount of outstanding Revolving Loans Advances made by the Lenders Bank for purposes of this sentence (such maximum availability hereafter being referred to as the “"Term Loan Availability”"). Under no circumstances shall the aggregate outstanding principal amount of Term Loans and Revolving Loans Advances made by the Lenders Bank exceed the Credit, and under no circumstances shall any Lender the Bank be obligated (i) to make any Term Loan (nor may the Borrower reborrow any amount heretofore prepaid) after May 31June 25, 20191999, or (ii) to make any Term Loan in excess of the Term Loan Availability. Each Term Loan made hereunder shall fully and finally mature and be due and payable in full on the Term Loan Maturity Date specified in the Borrowing Advice for such Term Loan; provided, however, that to the extent the Borrowing Advice -------- ------- for any Term Loan selects an Interest Period that expires before the Term Loan Maturity Date specified in such Borrowing Advice, the Borrower may from time to time select additional interest rate options and Interest Periods (none of which shall extend beyond the Term Loan Maturity Date for such Term Loan) by delivering a Borrowing Advice or new Notice of Conversion/ContinuationInterest Period pursuant to Paragraphs 2.3, as applicable2.4 and 2.5 hereof.
Appears in 1 contract
Term Loan Facility. Each Lender severally agrees, on the terms and conditions set forth herein, to make Loans to the Borrower during the period from the Closing Date to May 31June 12, 20192009, in an aggregate amount not to exceed such Lender’s Pro Rata Share of the Term Commitment. The Borrower from time to time may borrow under the Term Loan Facility (and may reborrow any amount theretofore prepaid) until close of business on May 31June 12, 20192009, for a term not to exceed 364 days from the date of the Borrowing. Each such loan under the Term Loan Facility (a “Term Loan”) shall be in the minimum amount of $10,000,000 and shall become due and payable on the last day of the term selected by the Borrower for such Term Loan (the “Term Loan Maturity Date”), which shall in no event be later than 364 days from the date of such Term Loan. The maximum availability under the Term Loan Facility shall be the amount of the Credit minus the aggregate outstanding principal amount of Revolving Loans and Term Loans made by the Lenders; provided, however, that to the extent the proceeds of a Term Loan are used to repay an outstanding Revolving Loan (or a portion thereof), such Revolving Loan (or portion thereof) shall not be considered part of the aggregate principal amount of outstanding Revolving Loans made by the Lenders for purposes of this sentence (such maximum availability hereafter being referred to as the “Term Loan Availability”). Under no circumstances shall the aggregate outstanding principal amount of Term Loans and Revolving Loans made by the Lenders exceed the Credit, and under no circumstances shall any Lender be obligated (i) to make any Term Loan (nor may the Borrower reborrow any amount heretofore prepaid) after May 31June 12, 20192009, or (ii) to make any Term Loan in excess of the Term Loan Availability. Each Term Loan made hereunder shall fully and finally mature and be due and payable in full on the Term Loan Maturity Date specified in the Borrowing Advice for such Term Loan; provided, however, that to the extent the Borrowing Advice for any Term Loan selects an Interest Period that expires before the Term Loan Maturity Date specified in such Borrowing Advice, the Borrower may from time to time select additional interest rate options and Interest Periods (none of which shall extend beyond the Term Loan Maturity Date for such Term Loan) by delivering a Borrowing Advice or Notice of Conversion/Continuation, as applicable.
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Term Loan Facility. Each Lender severally agrees, on the terms and conditions set forth herein, to make Loans to the Borrower during the period from the Closing Date to May 31June 8, 20192012, in an aggregate amount not to exceed such Lender’s Pro Rata Share of the Term Commitment. The Borrower from time to time may borrow under the Term Loan Facility (and may reborrow any amount theretofore prepaid) until close of business on May 31June 8, 20192012, for a term not to exceed 364 days from the date of the Borrowing. Each such loan under the Term Loan Facility (a “Term Loan”) shall be in the minimum amount of $10,000,000 and shall become due and payable on the last day of the term selected by the Borrower for such Term Loan (the “Term Loan Maturity Date”), which shall in no event be later than 364 days from the date of such Term Loan. The maximum availability under the Term Loan Facility shall be the amount of the Credit minus the aggregate outstanding principal amount of Revolving Loans and Term Loans made by the Lenders; provided, however, that to the extent the proceeds of a Term Loan are used to repay an outstanding Revolving Loan (or a portion thereof), such Revolving Loan (or portion thereof) shall not be considered part of the aggregate principal amount of outstanding Revolving Loans made by the Lenders for purposes of this sentence (such maximum availability hereafter being referred to as the “Term Loan Availability”). Under no circumstances shall the aggregate outstanding principal amount of Term Loans and Revolving Loans made by the Lenders exceed the Credit, and under no circumstances shall any Lender be obligated (i) to make any Term Loan (nor may the Borrower reborrow any amount heretofore prepaid) after May 31June 8, 20192012, or (ii) to make any Term Loan in excess of the Term Loan Availability. Each Term Loan made hereunder shall fully and finally mature and be due and payable in full on the Term Loan Maturity Date specified in the Borrowing Advice for such Term Loan; provided, however, that to the extent the Borrowing Advice for any Term Loan selects an Interest Period that expires before the Term Loan Maturity Date specified in such Borrowing Advice, the Borrower may from time to time select additional interest rate options and Interest Periods (none of which shall extend beyond the Term Loan Maturity Date for such Term Loan) by delivering a Borrowing Advice or Notice of Conversion/Continuation, as applicable.
Appears in 1 contract
Term Loan Facility. Each Lender severally agrees, on the terms and conditions set forth herein, to make Loans to the Borrower during the period from the Closing Date to May 31June 13, 20192008, in an aggregate amount not to exceed such Lender’s Pro Rata Share of the Term Commitment. The Borrower from time to time may borrow under the Term Loan Facility (and may reborrow any amount theretofore prepaid) until close of business on May 31June 13, 20192008, for a term not to exceed 364 days from the date of the Borrowing. Each such loan under the Term Loan Facility (a “Term Loan”) shall be in the minimum amount of $10,000,000 and shall become due and payable on the last day of the term selected by the Borrower for such Term Loan (the “Term Loan Maturity Date”), which shall in no event be later than 364 days from the date of such Term Loan. The maximum availability under the Term Loan Facility shall be the amount of the Credit minus the aggregate outstanding principal amount of Revolving Loans and Term Loans made by the Lenders; provided, however, that to the extent the proceeds of a Term Loan are used to repay an outstanding Revolving Loan (or a portion thereof), such Revolving Loan (or portion thereof) shall not be considered part of the aggregate principal amount of outstanding Revolving Loans made by the Lenders for purposes of this sentence (such maximum availability hereafter being referred to as the “Term Loan Availability”). Under no circumstances shall the aggregate outstanding principal amount of Term Loans and Revolving Loans made by the Lenders exceed the Credit, and under no circumstances shall any Lender be obligated (i) to make any Term Loan (nor may the Borrower reborrow any amount heretofore prepaid) after May 31June 13, 20192008, or (ii) to make any Term Loan in excess of the Term Loan Availability. Each Term Loan made hereunder shall fully and finally mature and be due and payable in full on the Term Loan Maturity Date specified in the Borrowing Advice for such Term Loan; provided, however, that to the extent the Borrowing Advice for any Term Loan selects an Interest Period that expires before the Term Loan Maturity Date specified in such Borrowing Advice, the Borrower may from time to time select additional interest rate options and Interest Periods (none of which shall extend beyond the Term Loan Maturity Date for such Term Loan) by delivering a Borrowing Advice or Notice of Conversion/Continuation, as applicable.
Appears in 1 contract
Term Loan Facility. Each Lender severally agrees, on (1) Subject to the terms and conditions set forth hereinin this Agreement, Bank agrees to make Loans loan to the Borrower during the period from on the Closing Date to May 31, 2019, in an aggregate amount not to exceed such Lender’s Pro Rata Share of the Term Commitment. The Borrower from time to time may borrow under the Maximum Term Loan Facility Amount (and may reborrow any amount theretofore prepaid) until close of business on May 31, 2019, for a term not to exceed 364 days from the date of the Borrowing. Each such loan under the Term Loan Facility (a “Term Loan”) shall be in the minimum amount of $10,000,000 and shall become due and payable on the last day of the term selected by the Borrower for such Term Loan (the “Term Loan Maturity Date”), which shall in no event be later than 364 days from the date of such Term Loan. The maximum availability under the Term Loan Facility shall be the amount of the Credit minus the aggregate outstanding principal amount of Revolving Loans and Term Loans made by the Lenders; provided, however, that to the extent aggregate amount of the proceeds of a Term Loan are used to repay an outstanding Revolving shall never exceed the Maximum Term Loan (or a portion thereof), such Revolving Loan (or portion thereof) shall not be considered part Amount. Any principal balance of the aggregate principal amount of outstanding Revolving Loans made by the Lenders for purposes of this sentence (such maximum availability hereafter being referred to as the “Term Loan Availability”). Under no circumstances shall the aggregate outstanding principal amount of Term Loans and Revolving Loans made by the Lenders exceed the Credit, and under no circumstances shall at any Lender be obligated (i) to make any Term Loan (nor may the Borrower reborrow any amount heretofore prepaid) after May 31, 2019, or (ii) to make any Term Loan time in excess of the Term Loan Availability. Each Term Loan made hereunder foregoing limits shall fully and finally mature and be immediately due and payable by Borrower whether or not a Default or Event of Default has occurred or is continuing without the necessity of any demand and shall be paid in full the manner specified in this Agreement. The Term Loan is not a revolving credit facility and may not be drawn, repaid and redrawn. The proceeds of the Term Loan shall be used by Borrower to pay a portion of the purchase price contemplated in the Acquisition Agreement. Any repayments of principal on the Term Loan Maturity Date specified shall be applied to permanently reduce the Term Loan and the Maximum Term Loan Amount. The Term Loan shall be evidenced by a term promissory note, substantially in the Borrowing Advice for such form of Exhibit C hereto, payable to the order of Bank in the principal amount of the Maximum Term Loan Amount, duly executed and delivered by Borrower (the “Term Note”). The Term Note shall evidence the aggregate indebtedness of Borrower to Bank under the Term Loan; provided. Bank hereby is authorized, howeverbut is not obligated, that to enter the amount of outstanding principal of the Term Loan and the amount of each payment or prepayment of principal and interest thereon on the reverse of or on an attachment to the Term Note. On the Closing Date, Borrower irrevocably authorizes Bank to disburse the proceeds of the Term Loan to the applicable account(s) of Borrower set forth on Schedule 2.a(4), in all cases for credit to Borrower (or to such other account as to which the Borrower shall instruct Bank in writing) via Federal funds wire transfer.
(2) The principal amount of the Term Loan and interest on the outstanding principal balance of the Term Loan under the Term Note shall accrue and be payable in accordance with-the terms of the Term Note.
(3) All accrued and unpaid interest on the Term Note, all fees and other amounts owed hereunder and all other outstanding Obligations related thereto shall be payable on the Maturity Date.
(4) Advances under the Revolving Credit Facility may be made automatically for the payment of interest on and scheduled principal of the Term Note and the Obligations on the date when due to the extent the Borrowing Advice available and as provided for any Term Loan selects an Interest Period that expires before the Term Loan Maturity Date specified in such Borrowing Advice, the Borrower may from time to time select additional interest rate options and Interest Periods (none of which shall extend beyond the Term Loan Maturity Date for such Term Loan) by delivering a Borrowing Advice or Notice of Conversion/Continuation, as applicableherein.
Appears in 1 contract
Sources: Credit Agreement (Youbet Com Inc)
Term Loan Facility. (i) Each Lender severally agrees, on as of the terms and conditions set forth herein, to make Loans to the Borrower during the period from the Original Closing Date to May 31, 2019, in made an aggregate amount not to exceed such Lender’s Pro Rata Share of the Term Commitment. The Borrower from time to time may borrow under the Term Loan Facility (and may reborrow any amount theretofore prepaid) until close of business on May 31, 2019, for a term not to exceed 364 days from the date of the Borrowing. Each such loan under the Term Loan Facility (a “Term Loan”) shall be in the minimum amount of $10,000,000 and shall become due and payable on the last day of the term selected by the Borrower for such Initial Term Loan (the “Initial Term Loan”) to the Borrower on the Original Closing Date in an amount equal to the Term Loan Maturity Commitment of such Lender as of the Original Closing Date, which Initial Term Loan was funded net of the OID Amount.
(ii) Each Lender as of the date hereof agrees, severally and not jointly, to make an additional loan in an aggregate principal amount of $100,000,000 (the “A&R Effective Date Term Loan Commitment” and, the loan thereunder, the “A&R Effective Date Term Loan”) to the Borrower on the A&R Effective Date, which such A&R Effective Date Term Loan shall be funded inclusive of the OID Amount with respect to the A&R Effective Date Term Loan Commitment and the Delayed Draw Term Loan Commitment, and the Borrower shall promptly pay on the A&R Effective Date to each Lender its pro rata share of the OID Amount in accordance with the flow of funds. Notwithstanding the foregoing, all calculations of interest and fees in respect of the A&R Effective Date Term Loan will be calculated on the basis of their full stated principal amount. No later than 2:00 p.m. on the A&R Effective Date, each Lender shall make available to the Administrative Agent to the account of the Administrative Agent an amount in immediately available funds equal to the A&R Effective Date Term Loan to be made by such Lender. Upon receipt of all requested funds, the Administrative Agent shall make the proceeds of the A&R Effective Date Term Loan available to the Borrower on the A&R Effective Date by wiring all such proceeds of the A&R Effective Date Term Loan to the account of the Borrower or to such other account as may be designated in writing to the Administrative Agent by the Borrower.
(iii) The Borrower may make only one borrowing under the A&R Effective Date Term Loan Commitment pursuant to Section 2.1(a)(ii), which shall in no event be later than 364 days from on the date of such Term LoanA&R Effective Date. The maximum availability Any amount borrowed under the Term Loan Facility shall this Section 2.1(a) and subsequently repaid or prepaid may not be the amount of the Credit minus the aggregate outstanding principal amount of Revolving Loans reborrowed. Subject to Section 2.7 and Term Loans made by the Lenders; providedSection 2.8, however, that all amounts owed hereunder with respect to the extent the proceeds of a Term Loan are used to repay an outstanding Revolving Loan (or a portion thereof), such Revolving Loan (or portion thereof) shall not be considered part of the aggregate principal amount of outstanding Revolving Loans made by the Lenders for purposes of this sentence (such maximum availability hereafter being referred to as the “Term Loan Availability”). Under no circumstances shall the aggregate outstanding principal amount of Initial Term Loans and Revolving the A&R Effective Date Term Loans made by shall be paid in full no later than the Maturity Date. Each Lender’s A&R Effective Date Term Loan Commitment shall terminate immediately and without further action on the A&R Effective Date after giving effect to the deemed funding of such Lender’s A&R Effective Date Term Loan Commitment on the A&R Effective Date.
(iv) The terms and provisions of the A&R Effective Date Term Loan shall be identical to those of the Initial Term Loans and shall rank pari passu in right of payment and in respect of the Collateral with the Initial Term Loans.
(v) With effect from the A&R Effective Date, the A&R Effective Date Term Loan shall be an “Incremental Term Loan and a “Term Loan” and the related Lenders exceed shall be a Lender with an outstanding Term Loan.
(vi) For all purposes under this Agreement and the Creditother Loan Documents, and under no circumstances shall any Lender be obligated (i) to make any the A&R Effective Date Term Loan (nor may the Borrower reborrow any amount heretofore prepaid) after May 31Commitment will constitute Commitments, 2019Term Loan Commitments and Incremental Term Loan Commitments, or (ii) to make any the A&R Effective Date Term Loan in excess of will constitute Loans, Term Loans and Incremental Term Loans, (iii) the related Lender will be a Lender and (iv) the A&R Effective Date Term Loan and the Term Loan Availability. Each Term Loan made hereunder shall fully and finally mature and be due and payable in full on Loans funded under the Term Loan Maturity Date specified in the Borrowing Advice for such Term Loan; provided, however, that Existing Credit Agreement prior to the extent A&R Effective Date shall collectively constitute the Borrowing Advice for any one and the same Class of Term Loan selects an Interest Period that expires before the Term Loan Maturity Date specified in such Borrowing Advice, the Borrower may from time to time select additional interest rate options and Interest Periods (none of which shall extend beyond the Term Loan Maturity Date for such Term Loan) by delivering a Borrowing Advice or Notice of Conversion/Continuation, as applicableLoans.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Ares Commercial Real Estate Corp)
Term Loan Facility. Each Lender severally agrees, on (i) Subject to the terms and conditions set forth hereinhereof, each Lender agrees to make Loans to a term loan (collectively, the Borrower during the period from “Term Loans”) on the Closing Date or such other date selected by Borrower and approved by Agent in its sole discretion. The obligations of each Lender hereunder shall be several and not joint. If requested by any Lender, each such Term Loan shall be evidenced by a promissory note substantially in the form of Exhibit 2.1(a)(i) (each a “Term Note” and collectively the “Term Notes”), and, except as provided in Section 2.10, Borrower shall execute and deliver the Term Note to May 31, 2019, in an aggregate amount not the applicable Lender. Each Term Note shall represent the obligation of Borrower to exceed such pay the applicable Lender’s Pro Rata Share Term Loan Commitment, together with interest thereon as prescribed in Section 2.5.
(ii) The aggregate outstanding principal balance of the Term CommitmentLoans shall be due and payable in full in immediately available funds on the Commitment Termination Date, if not sooner paid in full. The Borrower from time to time may borrow under Except for the making of the Term Loan Facility (Loans as set forth in Section 2.1(a)(i), Borrower shall have no right to request and may reborrow Lenders shall have no obligation to make any amount theretofore prepaidadditional loans or advances to Borrower under Section 2.1(a)(i) until close of business on May 31, 2019, for a term not to exceed 364 days from the date and any repayments of the Borrowing. Each Term Loans shall not be subject to any readvance to or reborrowing by Borrower.
(iii) [intentionally omitted].
(iv) The Term Loans of each Lender shall mature and be repaid in consecutive quarterly installments (each, other than the final such loan under installment, which shall be due on the Term Loan Facility (Commitment Termination Date, a “Term LoanLoan Installment”) shall be in ), with the minimum amount of $10,000,000 and shall become first Term Loan Installment due and payable on the last day of the term selected by first full Fiscal Quarter after the Borrower for such Term Loan Closing Date in an amount equal to (the “Term Loan Maturity Date”), which shall in no event be later than 364 days from the date of such Term Loan. The maximum availability under the Term Loan Facility shall be the amount of the Credit minus the aggregate outstanding principal amount of Revolving Loans and Term Loans made by the Lenders; provided, however, that to the extent the proceeds of a Term Loan are used to repay an outstanding Revolving Loan (or a portion thereof), such Revolving Loan (or portion thereofx) shall not be considered part of the aggregate principal amount of outstanding Revolving Loans made by the Lenders for purposes of this sentence (such maximum availability hereafter being referred to as the “Term Loan Availability”). Under no circumstances shall the aggregate outstanding principal amount of Term Loans and Revolving Loans made Commitment, multiplied by the Lenders exceed the Credit(y) 0.25%, and under no circumstances shall any Lender be obligated (i) with a final installment due on the Commitment Termination Date in an amount equal to make any Term Loan (nor may the Borrower reborrow any amount heretofore prepaid) after May 31, 2019, or (ii) to make any Term Loan in excess remaining unpaid principal balance of the Term Loan AvailabilityLoan. Each Term Loan made hereunder such payment shall fully and finally mature and be due and payable in full on the Term Loan Maturity Date specified in the Borrowing Advice for such Term Loan; provided, however, that allocated to the extent the Borrowing Advice for any Term Loan selects an Interest Period that expires before the Term Loan Maturity Date specified in such Borrowing Advice, the Borrower may from time to time select additional interest rate options and Interest Periods (none of which shall extend beyond the Term Loan Maturity Date for such Term Loan) by delivering a Borrowing Advice or Notice of Conversion/Continuation, as applicableLenders based on their Pro Rata Share.
Appears in 1 contract
Term Loan Facility. Each Lender severally agrees, on the terms and conditions set forth herein, to make Loans to the Borrower during the period from the Closing Date to May 3129, 20192020, in an aggregate amount not to exceed such Lender’s Pro Rata Share of the Term Commitment. The Borrower from time to time may borrow under the Term Loan Facility (and may reborrow any amount theretofore prepaid) until close of business on May 3129, 20192020, for a term not to exceed 364 days from the date of the Borrowing. Each such loan under the Term Loan Facility (a “Term Loan”) shall be in the minimum amount of $10,000,000 and shall become due and payable on the last day of the term selected by the Borrower for such Term Loan (the “Term Loan Maturity Date”), which shall in no event be later than 364 days from the date of such Term Loan. The maximum availability under the Term Loan Facility shall be the amount of the Credit minus the aggregate outstanding principal amount of Revolving Loans and Term Loans made by the Lenders; provided, however, that to the extent the proceeds of a Term Loan are used to repay an outstanding Revolving Loan (or a portion thereof), such Revolving Loan (or portion thereof) shall not be considered part of the aggregate principal amount of outstanding Revolving Loans made by the Lenders for purposes of this sentence (such maximum availability hereafter being referred to as the “Term Loan Availability”). Under no circumstances shall the aggregate outstanding principal amount of Term Loans and Revolving Loans made by the Lenders exceed the Credit, and under no circumstances shall any Lender be obligated (i) to make any Term Loan (nor may the Borrower reborrow any amount heretofore prepaid) after May 3129, 20192020, or (ii) to make any Term Loan in excess of the Term Loan Availability. Each Term Loan made hereunder shall fully and finally mature and be due and payable in full on the Term Loan Maturity Date specified in the Borrowing Advice for such Term Loan; provided, however, that to the extent the Borrowing Advice for any Term Loan selects an Interest Period that expires before the Term Loan Maturity Date specified in such Borrowing Advice, the Borrower may from time to time select additional interest rate options and Interest Periods (none of which shall extend beyond the Term Loan Maturity Date for such Term Loan) by delivering a Borrowing Advice or Notice of Conversion/Continuation, as applicable.
Appears in 1 contract