The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender severally agrees to make on and after the first Initial Borrowing Date and prior to the Commitment Termination Date and at the times specified in Section 2.02 term loans to the Borrower (each a “Loan” and collectively the “Loans”), which Loans (i) shall bear interest in accordance with Section 2.06, (ii) shall be denominated and repayable in Dollars, (iii) shall be disbursed on any Borrowing Date, (iv) disbursed on any Borrowing Date shall not exceed on such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date as set forth in Section 2.02, (v) disbursed on any Borrowing Date shall not exceed for any Lender the Dollar Equivalent of the Commitment of such Lender on such Borrowing Date, (vi) disbursed on any Borrowing Date shall not exceed the Dollar Availability on any such Borrowing Date and (vii) shall not in the aggregate exceed the Dollar Maximum Amount. (b) Loans disbursed to indirectly fund installments and delivery payments to the Yard in respect of (x) Vessel 1 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche A Loans” and (y) Vessel 2 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche B Loans”.
Appears in 4 contracts
Sources: Credit Agreement (NCL CORP Ltd.), Credit Agreement (NCL CORP Ltd.), Credit Agreement (NCL CORP Ltd.)
The Commitments. Subject to the terms and conditions set forth herein:
(a) Subject each Dollar Lender severally agrees to make Revolving Loans in Dollars to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Dollar Credit Exposure exceeding such Lender’s Dollar Commitment, (ii) the aggregate Revolving Dollar Credit Exposure of all of the Lenders exceeding the Dollar Commitments, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect;
(b) each Multicurrency Lender severally agrees to make Revolving Loans in Dollars or in any Agreed Foreign Currency to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Multicurrency Credit Exposure exceeding such Lender’s Multicurrency Commitment, (ii) the aggregate Revolving Multicurrency Credit Exposure of all of the Lenders exceeding the Multicurrency Commitments, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect;
(c) each Term Lender severally agrees to make a Term Loan in Dollars to the Borrower on the First Amendment Effective Date in an aggregate principal amount (i) up to but not exceeding such Term Lender’s Initial Term Commitment and upon (ii) that will not result in the total Covered Debt Amount exceeding the Borrowing Base then in effect; and
(d) the Borrower may reallocate all or a portion of any Lender’s Dollar Commitments to Multicurrency Commitments or all or a portion of any Lender’s Multicurrency Commitments to Dollar Commitments, in each case by written notice to the Administrative Agent no later than ten (10) Business Days before the date of the proposed reallocation, in form reasonably satisfactory to the Administrative Agent and with the written consent of any Lender whose commitment is being reallocated; provided that any such reallocation (i) may not be made during the five (5) Business Days prior to the Commitment Termination Date or any Interest Payment Date or date of prepayment pursuant to Sections 2.10(a) through (c) and (ii) shall not cause any Lender’s Revolving Dollar Credit Exposure to exceed its Dollar Commitments or cause any Lender’s Revolving Multicurrency Credit Exposure to exceed its Multicurrency Commitments. Upon such reallocation, (i) the specified amount of such Lender’s Dollar Commitments or Multicurrency Commitments, as applicable, shall be deemed to be converted to an increase in such Multicurrency Commitments or Dollar Commitments, as applicable, for all purposes hereof, (ii) each Revolving Lender shall purchase or sell Dollar Loans and/or Multicurrency Loans, as applicable, at par to the other Lenders as specified by the Administrative Agent in an amount necessary such that, after giving effect to all such purchases and sales, each Revolving Lender shall have funded its pro rata share of the entire amount of the then outstanding Dollar Loans and Multicurrency Loans and (iii) the Borrower shall pay to the Revolving Lenders of each Class the amounts, if any, payable under Section 2.15 as a result of any resulting prepayment. Within the foregoing limits and subject to the terms and conditions set forth herein, each Lender severally agrees to make on the Borrower may borrow, prepay and after the first Initial Borrowing Date and prior reborrow Revolving Loans. Amounts repaid or prepaid with respect to the Commitment Termination Date and at the times specified in Section 2.02 term loans to the Borrower (each a “Loan” and collectively the “Loans”), which Term Loans (i) shall bear interest in accordance with Section 2.06, (ii) shall may not be denominated and repayable in Dollars, (iii) shall be disbursed on any Borrowing Date, (iv) disbursed on any Borrowing Date shall not exceed on such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date as set forth in Section 2.02, (v) disbursed on any Borrowing Date shall not exceed for any Lender the Dollar Equivalent of the reborrowed. The Term Commitment of each Term Lender shall automatically terminate upon such Term Lender on such Borrowing Date, (vi) disbursed on any Borrowing Date shall not exceed the Dollar Availability on any such Borrowing Date and (vii) shall not in the aggregate exceed the Dollar Maximum Amountfully funding its Term Commitment.
(b) Loans disbursed to indirectly fund installments and delivery payments to the Yard in respect of (x) Vessel 1 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche A Loans” and (y) Vessel 2 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche B Loans”.
Appears in 4 contracts
Sources: Senior Secured Credit Agreement (Blue Owl Technology Finance Corp. II), Senior Secured Credit Agreement (Blue Owl Technology Income Corp.), Senior Secured Credit Agreement (Blue Owl Technology Income Corp.)
The Commitments. On the terms and subject to the applicable conditions hereinafter set forth, including, without limitation, Article III:
(a) Subject to and upon the terms and conditions set forth herein, each Revolving Lender severally agrees to make on and after the first Initial Borrowing Date and prior loans to the Borrower (each, a “Revolving Loan”) from time to time on any Business Day during the period from the Closing Date through the end of the Commitment Termination Date Period, in each case in an aggregate principal amount at any one time outstanding up to but not exceeding (i) such ▇▇▇▇▇▇’s Revolving Commitment and (ii) as to all Lenders, the Total Revolving Commitment at the times specified in Section 2.02 such time;
(b) each Term Lender severally agrees to make term loans to the Borrower (each each, a “Term Loan” ”) from time to time on any Business Day during the period from the Closing Date through the end of the Commitment Period, in each case in an aggregate initial principal amount for all such made (and collectively the “Loans”), which to be made) Term Loans up to but not exceeding (i) shall bear interest in accordance with Section 2.06, such Term Lender’s Term Commitment and (ii) as to all Term Lenders, the Total Term Commitment at such time;
(c) within such limits and subject to the other terms and conditions of this Agreement, the Borrower may borrow (and re-borrow) Revolving Loans under this Section 2.1 and prepay Revolving Loans under Section 2.7. Term Loans, once repaid, may not be reborrowed; and
(d) within such limits and subject to the other terms and conditions of this Agreement, the Borrower shall be denominated and repayable permitted to borrow Term Loans in Dollars, (iii) advance of the settlement of the purchase of one or more additional Collateral Loans or distributions to the Parent. The proceeds of any such Term Loan borrowings shall be disbursed on any Borrowing Date, (iv) disbursed on any Borrowing Date shall not exceed on such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date as set forth in Section 2.02, (v) disbursed on any Borrowing Date shall not exceed for any Lender the Dollar Equivalent of the Commitment of such Lender on such Borrowing Date, (vi) disbursed on any Borrowing Date shall not exceed the Dollar Availability on any such Borrowing Date and (vii) shall not retained in the aggregate exceed the Dollar Maximum AmountCollection Account as Principal Proceeds pending such purchase or distribution and will not be applied to any other purpose.
(b) Loans disbursed to indirectly fund installments and delivery payments to the Yard in respect of (x) Vessel 1 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche A Loans” and (y) Vessel 2 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche B Loans”.
Appears in 4 contracts
Sources: Credit Agreement (Blue Owl Technology Finance Corp. II), Credit Agreement (Blue Owl Technology Finance Corp. II), Credit Agreement (Owl Rock Technology Finance Corp. II)
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender severally agrees to make make, at any time and from time to time on and or after the first Initial Borrowing Date and prior to the Commitment Termination Date and at Revolving Loan Maturity Date, a revolving loan or revolving loans (each, a “Revolving Loan” and, collectively, the times specified in Section 2.02 term loans “Revolving Loans”) to the Borrower (each a “Loan” and collectively the “Loans”)Borrower, which Revolving Loans (i) shall bear interest be denominated in the respective Available Currency elected by the Borrower, (ii) shall, at the option of Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans, Eurodollar Loans, Euro Denominated Loans or Sterling Denominated Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iii) may be repaid and reborrowed in accordance with Section 2.06the provisions hereof, (iv) shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) and (v) in the case of any Borrowing of (A) Euro Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Euro Denominated Obligations to exceed the Maximum Euro Denominated Obligations Amount or (B) Sterling Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Sterling Denominated Obligations to exceed the Maximum Sterling Denominated Loan Amount.
(b) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, at any time and from time to time on or after the Initial Borrowing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower, which Swingline Loans (i) shall be incurred and maintained as Base Rate Loans, (ii) shall be denominated and repayable in Dollars, (iii) shall may be disbursed on any Borrowing Daterepaid and reborrowed in accordance with the provisions hereof, (iv) disbursed on any Borrowing Date shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the aggregate amount of all Letter of Credit Outstandings at such time, an amount equal to the Total Commitment at such time, (v) shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) and (vi) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 2.01(b), (i) the Swingline Lender shall not be obligated to make any Swingline Loans at a time when a Lender Default exists with respect to an Lender unless the Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender’s risk with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender’s or Defaulting Lenders’ RL Percentage of the outstanding Swingline Loans, and (ii) the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower, any other Credit Party or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default by the Required Lenders.
(c) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Lenders that the Swingline Lender’s outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 11.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 11), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all Lenders pro rata based on each such Lender’s RL Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 11) and the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing, and (v) the amount of the Borrowing Base or Total Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective RL Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 11), provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.
(d) Notwithstanding anything to the contrary in Section 2.01(a) or elsewhere in this Agreement, the Administrative Agent shall have the right to establish reserves in such amounts, and with respect to such matters, as the Administrative Agent in its Permitted Discretion shall deem necessary or appropriate, against the Borrowing Base, including, without limitation, reserves with respect to (i) sums that the Borrower is or will be required to pay (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and have not yet paid (including, without limitation, a Rent Reserve against Eligible Inventory included in the Borrowing Base) and (ii) amounts owing by the Borrower or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral, which Lien or trust, in the Permitted Discretion of the Administrative Agent is capable of ranking senior in priority to or pari passu with one or more of the Liens granted in the Security Documents (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral. In addition to the foregoing, the Administrative Agent shall have the right to have the Borrower’s and each Wholly-Owned Subsidiary Guarantor’s Inventory reappraised by a qualified appraisal company selected by the Administrative Agent in accordance with Section 9.01(p) after the Initial Borrowing Date for all Lenders the Dollar Equivalent purpose of re-determining the Net Orderly Liquidation Value of the maximum available amount for such Eligible Inventory, and, as a result, re-determining the Borrowing Date as Base.
(e) In the event the Borrower is unable to comply with (i) the Borrowing Base limitations set forth in Sections 2.01(a) or (ii) the conditions precedent to the making of Revolving Loans or the issuance of Letters of Credit set forth in Section 2.027, (v) disbursed on any Borrowing Date shall not exceed for any Lender the Dollar Equivalent of the Commitment of such Lender on such Borrowing Date, (vi) disbursed on any Borrowing Date shall not exceed the Dollar Availability on any such Borrowing Date and (vii) shall not in the aggregate exceed the Dollar Maximum Amount.
(b) Loans disbursed to indirectly fund installments and delivery payments to the Yard in respect of (x) Vessel 1 together the Lenders authorize the Administrative Agent, for the account of the Lenders, to make Revolving Loans to the Borrower, which, in each case, may only be made as Base Rate Loans (each, an “Agent Advance”) for a period commencing on the date the Administrative Agent first receives a Notice of Borrowing requesting an Agent Advance until the earlier of (i) the twentieth Business Day after such date, (ii) the date the Borrower is again able to comply with 50the Borrowing Base limitations and the conditions precedent to the making of Revolving Loans and issuance of Letters of Credit, or obtains an amendment or waiver with respect thereto or (iii) the date the Required Lenders instruct the Administrative Agent to cease making Agent Advances (in each case, the “Agent Advance Period”). The Administrative Agent shall not make any Agent Advance to the extent that at such time the amount of such Agent Advance, either (I) when added to the aggregate outstanding amount of all other Agent Advances made to the Borrower at such time, would exceed 10% of the Loans disbursed Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) or (II) which are incurred as Revolving Loans, when added to fund payments the Aggregate Exposure as then in effect (immediately prior to the incurrence of such Agent Advance), would exceed the Hermes Premium hereunder Total Commitment at such time. It is understood and agreed that, subject to the requirements set forth above, Agent Advances may be made by the Administrative Agent in its sole discretion and that the Borrower shall have no right to require that any Agent Advances be herein referred made. Agent Advances will be subject to as “Tranche A Loans” and (y) Vessel 2 together periodic settlement with 50% of the Loans disbursed Lenders pursuant to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche B Loans”Section 2.04.
Appears in 4 contracts
Sources: Credit Agreement (Dole Food Co Inc), Credit Agreement (Dole Food Co Inc), Credit Agreement (Dole Food Co Inc)
The Commitments. Subject to the terms and conditions set forth herein:
(a) Subject each Dollar Lender severally agrees to make Dollar Loans to each Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Dollar Credit Exposure with respect to such Borrower exceeding such Lender’s Dollar Subcommitment with respect to such Borrower, (ii) the aggregate Revolving Dollar Credit Exposure of all of the Lenders exceeding the Dollar Commitments or (iii) the total Covered Debt Amount of such Borrower exceeding the Borrowing Base then in effect for such Borrower; and
(b) each Multicurrency Lender severally agrees to make Multicurrency Loans to each Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Multicurrency Credit Exposure with respect to such Borrower exceeding such Lender’s Multicurrency Subcommitment with respect to such Borrower, (ii) the aggregate Revolving Multicurrency Credit Exposure of all of the Lenders exceeding the Multicurrency Commitments, (iii) the total Covered Debt Amount of such Borrower exceeding the Borrowing Base then in effect for such Borrower, (iv) the aggregate amount of the Revolving Multicurrency Credit Exposure of all of the Lenders denominated in a Foreign Currency exceeding 50% of the total Commitments hereunder or (v) the aggregate amount of the Revolving Multicurrency Credit Exposure of all of the Lenders denominated in AUD and upon NZD exceeding 20% of the total Commitments hereunder. Within the foregoing limits and subject to the terms and conditions set forth herein, each Lender severally agrees Borrower may borrow, prepay and reborrow Loans made to make on and after the first Initial Borrowing Date and prior to the Commitment Termination Date and at the times specified in Section 2.02 term loans to the Borrower (each a “Loan” and collectively the “Loans”), which Loans (i) shall bear interest in accordance with Section 2.06, (ii) shall be denominated and repayable in Dollars, (iii) shall be disbursed on any Borrowing Date, (iv) disbursed on any Borrowing Date shall not exceed on such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date as set forth in Section 2.02, (v) disbursed on any Borrowing Date shall not exceed for any Lender the Dollar Equivalent of the Commitment of such Lender on such Borrowing Date, (vi) disbursed on any Borrowing Date shall not exceed the Dollar Availability on any such Borrowing Date and (vii) shall not in the aggregate exceed the Dollar Maximum AmountBorrower.
(b) Loans disbursed to indirectly fund installments and delivery payments to the Yard in respect of (x) Vessel 1 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche A Loans” and (y) Vessel 2 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche B Loans”.
Appears in 3 contracts
Sources: Senior Secured Revolving Credit Agreement (FS Investment Corp II), Senior Secured Revolving Credit Agreement (Corporate Capital Trust, Inc.), Senior Secured Revolving Credit Agreement (FS Investment CORP)
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender Bank severally agrees agrees, at any time and from time to make time on and after the first Initial Borrowing Effective Date and prior to the Commitment Termination Date and at Expiry Date, upon the times specified in Section 2.02 term request of a Borrower, to make loans to the Borrower (each a “"Revolving Loan” and collectively " and, collectively, the “"Revolving Loans”)") to such Borrower, which Loans (i) shall, at the option of such Borrower, be Base Rate Loans, IBOR Loans or LIBOR Loans, provided that except as otherwise specifically provided in Section 1.10(b), all Loans comprising the same Borrowing shall bear interest in accordance with Section 2.06at all times be of the same Type, (ii) shall may be denominated repaid and repayable reborrowed in Dollarsaccordance with the provisions hereof, (iii) shall not exceed for any Bank at any time outstanding, when added to such Bank's Percentage of all then outstanding Swingline Loans, that aggregate principal amount which equals the Commitment of such Bank at such time and (iv) shall not exceed in the aggregate for any Borrower at any time that amount which, when added to all Swingline Loans made by such Borrower which remain outstanding, equals such Borrower's Borrowing Base at such time.
(b) Subject to and upon the terms and conditions set forth herein, the Swingline Bank may, in its sole discretion, agree to make, at any time and from time to time on and after the Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each a "Swingline Loan" and, collectively, the "Swingline Loans") to a Borrower, which Swingline Loans (i) shall, at the option of the respective Borrower, be disbursed made and maintained as Base Rate Loans or IBOR Loans, provided that notwithstanding anything to the contrary in Section 1.09 or elsewhere in this Agreement, only Interest Periods of one day shall be available in the case of Swingline Loans maintained as IBOR Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding at such time, an amount equal to the Total Commitment at such time (after giving effect to any reductions to the Total Commitment on any Borrowing Datesuch date), (iv) disbursed on any Borrowing Date shall not exceed on such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date as set forth in Section 2.02, (v) disbursed on any Borrowing Date shall not exceed for any Lender Borrower in aggregate principal amount at any time outstanding, when combined with the Dollar Equivalent aggregate principal amount of the Commitment of all Revolving Loans then outstanding to such Lender on Borrower at such time, such Borrower's Borrowing Date, Base at such time and (viv) disbursed on any Borrowing Date shall not exceed in aggregate principal amount at any time outstanding the Dollar Availability on any such Borrowing Date and (vii) Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 1.01(b), the Swingline Bank shall not make any Swingline Loan to any Borrower after it has received written notice from such Borrower or the Required Banks stating that a Default or an Event of Default exists and is continuing with respect to such Borrower until such time as the Swingline Bank shall have received written notice (i) of rescission of all such notices from the party or parties originally delivering such notice, (ii) of the waiver of such Default or Event of Default by the Required Banks or (iii) that the Agents in the aggregate exceed the Dollar Maximum Amountgood faith believe that such Default or Event of Default no longer exists.
(bc) On any Business Day and in any case within five Business Days of the making of any such Swingline Loan (provided that any failure to give such notice within such five Business Day period shall not effect the obligation of the respective Borrower or any other Bank to accept such notice and fund the Revolving Loan or Revolving Loans disbursed referred to indirectly fund installments and delivery payments below), the Swingline Bank may, in its sole discretion, give notice to the Yard Banks that its outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 9.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 9), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day from all Banks with a Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 9) PRO RATA based on each such Bank's Percentage (determined before giving effect to any termination of the Commitments pursuant to the last paragraph of Section 9) and the proceeds thereof shall be remitted to the Swingline Bank and applied by the Swingline Bank to repay the Swingline Bank for such outstanding Swingline Loans. Each such Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Bank notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum borrowing amount otherwise required hereunder, (ii) any failure to satisfy any conditions specified in Section 5, (iii) any Default or Event of Default existing on such date, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to any Borrower), then each such Bank hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received by the Swingline Bank from the respective Borrower on or after such date and prior to such purchase) from the Swingline Bank such participations in the outstanding Swingline Loans as shall be necessary to cause such Banks to share in such Swingline Loans ratably based upon their respective Percentages (determined before giving effect to any termination of the Commitments pursuant to the last paragraph of Section 9), provided that (x) Vessel 1 together with 50% all interest payable on the Swingline Loans shall be for the account of the Loans disbursed Swingline Bank until the date as of which the respective participation is required to fund payments of be purchased and, to the Hermes Premium hereunder extent attributable to the purchased participation, shall be herein referred payable to as “Tranche A Loans” the participant from and after such date and (y) Vessel 2 together with 50% at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Bank shall be required to pay the Swingline Bank interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans disbursed to fund payments of the Hermes Premium maintained as Base Rate Loans hereunder shall be herein referred to as “Tranche B Loans”for each day thereafter.
Appears in 3 contracts
Sources: Credit Agreement (Galaxy Fund /De/), Credit Agreement (Galaxy Fund Ii), Credit Agreement (Galaxy Vip Fund)
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with an Initial Term Loan Commitment severally agrees to make on and after the first an Initial Borrowing Date and prior Term Loan to the Commitment Termination Date and at the times specified Borrower in Section 2.02 term loans to the Borrower (each a “Loan” and collectively the “Loans”)Dollars, which Initial Term Loans (i) shall bear interest in accordance with Section 2.06be incurred by Borrower pursuant to a single drawing on the Closing Date, (ii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Loans or Term SOFR Loans; provided that all Initial Term Loans comprising the same Borrowing shall at all times be denominated of the same Type, and repayable in Dollars, (iii) shall be disbursed on any Borrowing Date, (iv) disbursed on any Borrowing Date shall made by each such Lender in that aggregate principal amount which does not exceed on such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date as set forth in Section 2.02, (v) disbursed on any Borrowing Date shall not exceed for any Lender the Dollar Equivalent of the Initial Term Loan Commitment of such Lender on such Borrowing Datethe Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid, (vi) disbursed on any Borrowing Date shall Initial Term Loans may not exceed the Dollar Availability on any such Borrowing Date and (vii) shall not in the aggregate exceed the Dollar Maximum Amountbe reborrowed.
(b) Loans disbursed Subject to indirectly fund installments and delivery payments upon the terms and conditions set forth herein and relying upon the representations and warranties herein set forth, each Revolving Lender with a Revolving Commitment agrees, severally and not jointly, to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Revolving Loans”) to Borrower, at any time and from time to time on and after the Closing Date until the earlier of one Business Day prior to the Yard Maturity Date for Revolving Loans of the applicable Tranche and the termination of the Revolving Commitment of such Revolving Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in such ▇▇▇▇▇▇’s Revolving Exposure with respect to Revolving Loans exceeding such ▇▇▇▇▇▇’s Revolving Commitment. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow the Revolving Loans. Prior to the Initial Maturity Date for Initial Revolving Loans, all Revolving Loans shall be made on a pro rata basis by 2024 Revolving Lenders and Initial Revolving Lenders in accordance with their respective Revolving Commitments; and all repayments under the Revolving Loans shall be made on a pro rata basis; provided, that on the Non-Extended Maturity Date, any repayments by the Borrower of any Initial Revolving Loans made by an Initial Revolving Lender may be made on a non-pro rata basis with any 2024 Revolving Loans.
(c) Subject to and upon the terms and conditions set forth herein and in Amendment No. 5, (i) the Additional 2024 Term Loan ▇▇▇▇▇▇ agrees to make a 2024 Term Loan to the Borrower in Dollars on the Amendment No. 5 Effective Date in an amount not to exceed the amount of its Additional 2024 Term Loan Commitment and (ii) each Converted Initial Term Loan of each Amendment No. 5 Consenting Term Lender shall be converted into a 2024 Term Loan of such Lender effective as of the Amendment No. 5 Effective Date in a principal amount equal to the principal amount of such Lender’s Initial Term Loan immediately prior to such conversion (or such lesser amount notified to such Amendment No. 5 Consenting Term Lender by the Administrative Agent). The 2024 Term Loans shall (x) Vessel 1 together with 50% of be incurred by Borrower pursuant to a single drawing on the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche A Loans” Amendment No. 5 Effective Date and (y) Vessel 2 together with 50% except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or Term SOFR Loans; provided that all 2024 Term Loans comprising the same Borrowing shall at all times be of the same Type. Once repaid, Term Loans disbursed to fund payments of the Hermes Premium hereunder shall may not be herein referred to as “Tranche B Loans”reborrowed.
Appears in 3 contracts
Sources: Credit Agreement (McGraw Hill, Inc.), Credit Agreement (McGraw Hill, Inc.), Credit Agreement (McGraw Hill, Inc.)
The Commitments. (a) Subject to and upon The Revolving Credit Commitments.
(i) On the terms and subject to the conditions set forth hereincontained in this Agreement, each Revolving Credit Lender severally agrees to make loans in Dollars (each, a “Revolving Loan”) to the Borrower from time to time on any Business Day during the period from the Restatement Effective Date until the Revolving Credit Termination Date in an aggregate principal amount at any time outstanding for all such loans by such Revolving Credit Lender not to exceed such Lender’s Revolving Credit Commitment; provided, however, that at no time shall (A) any Revolving Credit Lender be obligated to make a Revolving Loan in excess of such Revolving Credit Lender’s Ratable Portion of the Maximum Revolving Credit and (B) the amount of the Revolving Credit Outstandings plus the Term Outstandings exceed the Maximum Credit. Within the limits of the Revolving Credit Commitment of each Lender, amounts of Loans repaid may be reborrowed under this Section 2.1(a)(i). All Existing Revolving Loans shall be deemed to have been made pursuant hereto, and from and after the first Initial Borrowing Date and prior to the Commitment Termination Date and at the times specified in Section 2.02 term loans to the Borrower (each a “Loan” and collectively the “Loans”)Restatement Effective Date, which all Existing Revolving Loans (i) shall bear interest in accordance with Section 2.06, continue as Revolving Loans hereunder.
(ii) Subject to the limitations set forth below (and notwithstanding anything to the contrary in Section 4.2), the Administrative Agent is authorized by the Borrower and the Lenders, from time to time in the Administrative Agent’s sole discretion (but shall be denominated and repayable in Dollarshave absolutely no obligation), (iii) shall be disbursed to make Revolving Loans to the Borrower, on any Borrowing Date, (iv) disbursed on any Borrowing Date shall not exceed on such Borrowing Date for behalf of all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date as at any time that any condition precedent set forth in Section 2.024.2 has not been satisfied or waived, (v) disbursed on any which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable for the purposes specified in the definition of “Protective Advances”. Any Protective Advance may be made in a principal amount that would cause the aggregate Revolving Credit Exposure to exceed the Borrowing Date shall not exceed for any Lender Base; provided that the Dollar Equivalent aggregate amount of outstanding Protective Advances plus the Commitment aggregate of such Lender on such Borrowing Date, (vi) disbursed on any Borrowing Date all other Revolving Credit Exposure shall not exceed the Dollar Availability Aggregate Revolving Credit Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied or waived. Each Protective Advance shall be secured by the Liens in favor of the Administrative Agent in and to the Collateral and shall constitute Obligations hereunder. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Requisite Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. The making of a Protective Advance on any such Borrowing Date and (vii) one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasion. At any time that the conditions precedent set forth in Section 4.2 have been satisfied or waived, the aggregate exceed Administrative Agent may request the Dollar Maximum AmountLenders to make a Revolving Loan to repay a Protective Advance. At any other time, the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.1(a)(iii).
(biii) Loans disbursed Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), each Revolving Credit Lender shall be deemed, without further action by any party hereto, unconditionally and irrevocably to indirectly have purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Applicable Percentage. From and after the date, if any, on which any Revolving Credit Lender is required to fund installments its participation in any Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to such Revolving Credit Lender, such Revolving Credit Lender’s Applicable Percentage of all payments of principal and delivery payments to interest and all proceeds of Collateral received by the Yard Administrative Agent in respect of (x) Vessel 1 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche A Loans” and (y) Vessel 2 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche B Loans”such Protective Advance.
Appears in 3 contracts
Sources: Credit Agreement (BJ's Wholesale Club Holdings, Inc.), Credit Agreement (BJ's Wholesale Club Holdings, Inc.), Credit Agreement (BJ's Wholesale Club Holdings, Inc.)
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a Term B-1 Loan Commitment severally agrees to make on and after the first Initial Borrowing Date and prior a Term B-1 Loan or Term B-1 Loans to the Commitment Termination Date and at the times specified in Section 2.02 term loans to the Borrower (each a “Loan” and collectively the “Loans”)Borrower, which Term B-1 Loans (i) shall bear interest in accordance with Section 2.06be incurred by the Borrower pursuant to a single drawing on the Closing Date, (ii) shall be denominated and repayable in U.S. Dollars, (iii) shall except as hereinafter provided, at the option of the Borrower, be disbursed on any incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Term B-1 Loans comprising the same Borrowing Dateshall at all times be of the same Type, and (iv) disbursed on any Borrowing Date shall be made by each such Lender in that aggregate principal amount which does not exceed on such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date as set forth in Section 2.02, (v) disbursed on any Borrowing Date shall not exceed for any Lender the Dollar Equivalent of the Term B-1 Loan Commitment of such Lender on such Borrowing Datethe Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid or prepaid, (vi) disbursed on any Borrowing Date shall Term B-1 Loans may not exceed the Dollar Availability on any such Borrowing Date and (vii) shall not in the aggregate exceed the Dollar Maximum Amountbe reborrowed.
(b) Subject to and upon the terms and conditions set forth herein, each Lender with a Term B-2 Loan Commitment severally agrees to make a Term B-2 Loan or Term B-2 Loans disbursed to indirectly fund installments and delivery payments to the Yard Borrower, which Term B-2 Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Date, (ii) shall be denominated in respect of U.S. Dollars, (xiii) Vessel 1 together with 50% shall except as hereinafter provided, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans disbursed to fund payments or LIBO Rate Term Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Term B-2 Loans comprising the same Borrowing shall at all times be of the Hermes Premium hereunder same Type, and (iv) shall be herein referred made by each such Lender in that aggregate principal amount which does not exceed the Term B-2 Loan Commitment of such Lender on the Closing Date (before giving effect to as “Tranche A Loans” and (y) Vessel 2 together with 50% of the termination thereof pursuant to Section 4.02(a)). Once repaid or prepaid, Term B-2 Loans disbursed to fund payments of the Hermes Premium hereunder shall may not be herein referred to as “Tranche B Loans”reborrowed.
Appears in 3 contracts
Sources: Term Loan Credit Agreement, Term Loan Credit Agreement (OCI Partners LP), Term Loan Credit Agreement (OCI Partners LP)
The Commitments. On the terms and subject to the applicable conditions hereinafter set forth, including, without limitation, Article III:
(a) Subject to and upon the terms and conditions set forth herein, each Revolving Lender severally agrees to make on and after the first Initial Borrowing Date and prior to the Commitment Termination Date and at the times specified in Section 2.02 term loans to the Borrower (each each, a “Revolving Loan” and collectively ”) from time to time on any Business Day during the “Loans”)period from the Closing Date through the end of the Commitment Period, which Loans in each case in an aggregate principal amount at any one time outstanding up to but not exceeding (i) shall bear interest in accordance with Section 2.06, such ▇▇▇▇▇▇’s Revolving Commitment and (ii) shall be denominated and repayable in Dollarsas to all Lenders, (iii) shall be disbursed on any Borrowing Date, (iv) disbursed on any Borrowing Date shall not exceed on the Total Revolving Commitment at such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date as set forth in Section 2.02, (v) disbursed on any Borrowing Date shall not exceed for any Lender the Dollar Equivalent of the Commitment of such Lender on such Borrowing Date, (vi) disbursed on any Borrowing Date shall not exceed the Dollar Availability on any such Borrowing Date and (vii) shall not in the aggregate exceed the Dollar Maximum Amount.time; and
(b) Loans disbursed each Term Lender severally agrees to indirectly fund installments and delivery payments make loans to the Yard Borrower (each, a “Term Loan”) on the Initial Borrowing Date or, in respect of (x) Vessel 1 together with 50% the case of the Reset Amendment Date Lenders that are Term Lenders, on the Reset Amendment Closing Date, in each case in an aggregate principal amount at any one time outstanding up to but not exceeding (i) such Term Lender’s Term Commitment and (ii) as to all Term Lenders, the Total Term Commitment at such time.
(c) Within such limits and subject to the other terms and conditions of this Agreement, the Borrower may borrow (and re-borrow) Revolving Loans disbursed to fund payments under this Section 2.1 and prepay Revolving Loans under Section 2.7. Term Loans, once repaid, may not be reborrowed.
(d) Each Revolving Lender severally agrees, on the last day of the Hermes Premium hereunder shall be herein referred to Reinvestment Period (except if the Reinvestment Period terminates as “Tranche A Loans” and a result of clause (yb) Vessel 2 together with 50% or (d) of the Loans disbursed definition thereof) to fund payments make a Revolving Loan (and the Borrower hereby directs that such Revolving Loan be made) in an amount equal to its Percentage Share of the Hermes Premium hereunder Unfunded Amount (less the amount on deposit in the Future Funding Reserve Account) as of the date such Revolving Loan is made (such Revolving Loan, the “Future Funding Reserve Loan”), but only to the extent that its Percentage Share does not exceed its Undrawn Commitment. The Borrower shall be herein referred to as “Tranche B Loans”deposit the proceeds of such Loans in the Future Funding Reserve Account such that the amounts on deposit in the Future Funding Reserve Account equal the Unfunded Amount.
Appears in 3 contracts
Sources: Credit Agreement (Blue Owl Capital Corp), Credit Agreement (Blue Owl Capital Corp), Credit Agreement (Owl Rock Capital Corp)
The Commitments. Subject to the terms and conditions set forth herein (including Section 2.08(f)):
(a) Subject each Dollar Lender severally agrees to make Syndicated Loans in Dollars to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Dollar Credit Exposure exceeding such Lender’s Dollar Commitment, (ii) the aggregate Revolving Dollar Credit Exposure of all of the Dollar Lenders exceeding the aggregate Dollar Commitments or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect;
(b) each Multicurrency Lender severally agrees to make Syndicated Loans in Dollars and upon in Agreed Foreign Currencies to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Multicurrency Credit Exposure exceeding such Lender’s Multicurrency Commitment, (ii) the aggregate Revolving Multicurrency Credit Exposure of all of the Multicurrency Lenders exceeding the aggregate Multicurrency Commitments or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect; and
(c) each Term Lender severally agrees to make Term Loans in Dollars to the Borrower on the Effective Date (and, in connection with an increase of the Term Commitment in accordance with Section 2.08(e), from time to time thereafter) in an aggregate principal amount that will not result in (i) the aggregate principal amount of Term Loans held by such Term Lender exceeding such Term Lender’s Term Commitment, (ii) the aggregate principal amount of all Term Loans held by all Term Lenders exceeding the aggregate Term Commitments or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect. Within the foregoing limits and subject to the terms and conditions set forth herein, each Lender severally agrees to make on and after the first Initial Borrowing Date and prior to the Commitment Termination Date and at the times specified in Section 2.02 term loans to the Borrower (each a “Loan” may borrow, prepay and collectively the “reborrow Syndicated Loans”), which Loans (i) shall bear interest in accordance with Section 2.06, (ii) shall be denominated and repayable in Dollars, (iii) shall be disbursed on . The Borrower may not reborrow any Borrowing Date, (iv) disbursed on any Borrowing Date shall not exceed on such Borrowing Date for all Lenders the Dollar Equivalent portion of the maximum available amount for such Borrowing Date as set forth in Section 2.02, (v) disbursed on any Borrowing Date shall not exceed for any Lender the Dollar Equivalent of the Commitment of such Lender on such Borrowing Date, (vi) disbursed on any Borrowing Date shall not exceed the Dollar Availability on any such Borrowing Date and (vii) shall not in the aggregate exceed the Dollar Maximum AmountTerm Loan that is prepaid.
(b) Loans disbursed to indirectly fund installments and delivery payments to the Yard in respect of (x) Vessel 1 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche A Loans” and (y) Vessel 2 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche B Loans”.
Appears in 3 contracts
Sources: Senior Secured Credit Agreement (SLR Investment Corp.), Senior Secured Credit Agreement (Solar Capital Ltd.), Senior Secured Credit Agreement (Solar Capital Ltd.)
The Commitments. Subject to the terms and conditions set forth herein:
(a) Subject each Dollar Lender severally agrees to make Revolving Loans in Dollars to the Borrower from time to time in an aggregate principal amount that will not result in (i) such Lender’s Revolving Dollar Credit Exposure exceeding such Lender’s Dollar Commitment, (ii) the aggregate Revolving Dollar Credit Exposure of all of the Dollar Lenders exceeding the aggregate Dollar Commitments at such time or (iii) the Covered Debt Amount exceeding the Borrowing Base then in effect;
(b) each Multicurrency Lender severally agrees to make Revolving Loans in Dollars and upon in Agreed Foreign Currencies to the Borrower from time to time in an aggregate principal amount that will not result in (i) such Lender’s Revolving Multicurrency Credit Exposure exceeding such ▇▇▇▇▇▇’s Multicurrency Commitment, (ii) the aggregate Revolving Multicurrency Credit Exposure of all of the Multicurrency Lenders exceeding the aggregate Multicurrency Commitments at such time or (iii) the Covered Debt Amount exceeding the Borrowing Base then in effect; and
(c) each Term Lender severally agrees to make a Term Loan in Dollars to the Borrower on the Effective Date in an aggregate principal amount (i) up to but not exceeding such Term Lender’s Initial Term Commitment and (ii) that will not result in the total Covered Debt Amount exceeding the Borrowing Base then in effect. Within the foregoing limits and subject to the terms and conditions set forth herein, each Lender severally agrees to make on the Borrower may borrow, prepay and after the first Initial Borrowing Date and prior reborrow Revolving Loans. Amounts repaid or prepaid with respect to the Commitment Termination Date and at the times specified in Section 2.02 term loans to the Borrower (each a “Loan” and collectively the “Loans”), which Term Loans (i) shall bear interest in accordance with Section 2.06, (ii) shall may not be denominated and repayable in Dollars, (iii) shall be disbursed on any Borrowing Date, (iv) disbursed on any Borrowing Date shall not exceed on such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date as set forth in Section 2.02, (v) disbursed on any Borrowing Date shall not exceed for any Lender the Dollar Equivalent of the reborrowed. The Term Commitment of each Term Lender shall automatically terminate upon such Term Lender on such Borrowing Date, (vi) disbursed on any Borrowing Date shall not exceed the Dollar Availability on any such Borrowing Date and (vii) shall not in the aggregate exceed the Dollar Maximum Amountfully funding its Term Commitment.
(b) Loans disbursed to indirectly fund installments and delivery payments to the Yard in respect of (x) Vessel 1 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche A Loans” and (y) Vessel 2 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche B Loans”.
Appears in 2 contracts
Sources: Senior Secured Credit Agreement (AB Private Credit Investors Corp), Senior Secured Credit Agreement (AB Private Credit Investors Corp)
The Commitments. (a) Subject to the terms and conditions set forth herein and in the Amendment and Restatement Agreement No. 1, each Rollover Initial Term Lender severally agrees to exchange its Exchanged Term Loans for a like principal amount of Initial Term Loans on the First Restatement Effective Date. Subject to the terms and conditions set forth herein and in the Amendment and Restatement Agreement No. 1, each Additional Refinancing Term Loan Lender severally agrees to make an Additional Initial Term Loan (which shall be considered an increase to (and part of) the Initial Term Loans) to the Borrowers pursuant to a single drawing on the First Restatement Effective Date in the principal amount equal to its Initial Term Loan Commitment on the First Restatement Effective Date. The Borrowers shall prepay the Non-Exchanged Term Loans with a like amount of the gross proceeds of the Additional Initial Term Loans and the Unsecured Notes, substantially concurrently with the receipt thereof. The Borrowers shall pay to the Rollover Lenders immediately prior to the effectiveness of the Amendment and Restatement Agreement No. 1 all accrued and unpaid interest on the Term B-1 Loans to, but not including, the First Restatement Effective Date on such First Restatement Effective Date. The Initial Term Loans shall have the terms set forth in this Agreement and the other Loan Documents, including as modified by the Amendment and Restatement Agreement No. 1, it being understood that the Initial Term Loans (and all principal, interest and other amounts in respect thereof) will constitute “Obligations” under this Agreement and the other Credit Documents. The Initial Term Loans (i) shall be denominated in U.S. Dollars, (ii) shall be, except as hereinafter provided, at the option of the Lead Borrower, incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or Term SOFR Term Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type and (iii) shall be made by each such Lender in that aggregate principal amount which did not exceed the Initial Term Loan Commitment of such Lender on the First Restatement Effective Date (before giving effect to the termination thereof pursuant to Section 4.02(a)(i)). Once repaid, Initial Term Loans may not be reborrowed.
(b) Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make on and after term loans (each, an “Incremental Term Loan” and, collectively, the first Initial Borrowing Date and prior “Incremental Term Loans”) to the Commitment Termination Date and at the times specified in Section 2.02 term loans to the Borrower (each a “Loan” and collectively the “Loans”)Borrowers, which Incremental Term Loans (i) shall bear interest in accordance with Section 2.06be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) shall be denominated and repayable in U.S. Dollars, (iii) shall, except as hereinafter provided, at the option of Lead Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Term Loans or Term SOFR Term Loans; provided that all Incremental Term Loans of a given Tranche made as part of the same Borrowing shall be disbursed on any Borrowing Dateat all times consist of Incremental Term Loans of the same Type, and (iv) disbursed on any Borrowing Date shall not exceed on such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date as set forth in Section 2.02, (v) disbursed on any Borrowing Date shall not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereof, the Dollar Equivalent of the Incremental Term Loan Commitment of such Incremental Term Loan Lender for such Tranche (before giving effect to the termination thereof on such Borrowing date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowed.
(c) Each Lender may, at its option, make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not (i) affect in any manner the obligation of the Borrowers to repay such Loan in accordance with the terms of this Agreement or (ii) excuse or relieve any Lender from its Commitment to make any such Loan to the extent not so made by such branch or Affiliate.
(i) Subject to and upon the terms and conditions set forth herein and in Amendment No. 1, each Lender with a 2021 Incremental Term Loan Commitment severally agrees to make a 2021 Incremental Term Loan to the Borrowers, which 2021 Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the Amendment No. 1 Effective Date, (viii) disbursed on any shall be denominated in U.S. Dollars, (iii) shall, except as hereinafter provided, at the option of Lead Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Term Loans or Term SOFR Term Loans; provided that except as otherwise specifically provided in Section 2.10(b), all 2021 Incremental Term Loans comprising the same Borrowing Date shall at all times be of the same Type, and (iv) shall not exceed the Dollar Availability on for any such Borrowing 2021 Incremental Term Loan Lender at any time of any incurrence thereof, the 2021 Incremental Term Loan Commitment of such 2021 Incremental Term Loan Lender on the Amendment No. 1 Effective Date and (vii) shall before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not in the aggregate exceed the Dollar Maximum Amountbe reborrowed.
(bii) Loans disbursed to indirectly fund installments and delivery payments On December 31, 2021 (after giving effect to the Yard mandatory payment of Initial Term Loans (other than 2021 Incremental Term Loans) pursuant to Section 5.02(a) on the last Business Day of December 2021), all 2021 Incremental Term Loans outstanding at such time shall be automatically, without any action or consent of any party to this Agreement, converted into Initial Term Loans (the date of such conversion, the “2021 Incremental Term Loans Conversion Date”), shall constitute part of, and be added to, the Initial Term Loans (including as to maturity) outstanding hereunder immediately prior to the 2021 Incremental Term Loans Conversion Date and the Initial Term Loans and 2021 Incremental Term Loans shall collectively comprise a single fungible Tranche of Term Loans. On the 2021 Incremental Term Loans Conversion Date, notwithstanding anything to the contrary set forth in respect Section 2.09, 2021 Incremental Term Loans shall be added to (and form part of) each Borrowing of Initial Term Loans outstanding hereunder immediately prior to the 2021 Incremental Term Loans Conversion Date on a pro rata basis (x) Vessel 1 together with 50% based on the relative sizes of the various outstanding Borrowings), so that each Lender holding such Incremental Term Loans disbursed on and after the 2021 Incremental Term Loans Conversion Date participates in each outstanding Borrowing of Initial Term Loans (after giving effect to fund payments the conversion of the Hermes Premium hereunder shall be herein referred 2021 Incremental Term Loans pursuant to as “Tranche A Loans” and (ythis Section 2.01(d)) Vessel 2 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche B Loans”on a pro rata basis.
Appears in 2 contracts
Sources: First Lien Term Loan Credit Agreement (VERRA MOBILITY Corp), First Lien Term Loan Credit Agreement (VERRA MOBILITY Corp)
The Commitments. (a) Subject to and upon the terms and conditions set forth hereinin this Agreement, each Lender severally agrees to make on (and after not jointly) agrees, during the first Initial Borrowing Date and prior to the Commitment Termination Date and at the times specified in Section 2.02 term loans to the Borrower (each a “Loan” and collectively the “Loans”), which Loans Availability Period (i) to make, Convert and Continue Dollar Loans to the Company as the Company may request, and (ii) to make and Continue Foreign Currency Loans to the Company or any Foreign Borrower as the Company or such Foreign Borrower may request; provided, however, that in each case: (A) for any Lender, the sum of (1) the aggregate LC Exposure of such Lender, (2) the aggregate principal amount of all Dollar Loans made by such Lender, and (3) the Equivalent Amount of the aggregate principal amount of all Foreign Currency Loans made by such Lender, shall bear interest not exceed such Lender’s Commitment at any time, (B) the sum of (1) the aggregate LC Exposure of all Lenders, (2) the aggregate principal amount of all Dollar Loans made by all Lenders, (3) the Equivalent Amount of the aggregate principal amount of all Foreign Currency Loans made by all Lenders, and (4) the aggregate principal amount of all Competitive Loans made by all Lenders, shall not exceed the combined Commitments at any time, and (C) the Equivalent Amount of the aggregate principal amount of all Foreign Currency Loans made by all Lenders shall not exceed the Foreign Currency Limit at any time. Subject to the foregoing and other terms and conditions hereof, Committed Loans may be Borrowed, prepaid and reborrowed as set forth herein without premium or penalty. The Borrower may Convert a Dollar LIBOR Loan to a Base Rate Loan or a Base Rate Loan to a Dollar LIBOR Loan upon request, subject to the terms and conditions of this Agreement. The Borrower may not Convert a Dollar Loan to a Foreign Currency Loan, a Foreign Currency Loan to a Dollar Loan or a Loan in one Foreign Currency to a Loan in any other Foreign Currency. Each Competitive Loan shall be made in accordance with Section 2.06, (ii) shall 2.03. The available Commitments also may be denominated and repayable utilized by the Company to obtain Letters of Credit in Dollars, (iii) shall be disbursed on any Borrowing Date, (iv) disbursed on any Borrowing Date shall not exceed on such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date as set forth in accordance with Section 2.02, (v) disbursed on any Borrowing Date shall not exceed for any Lender the Dollar Equivalent of the Commitment of such Lender on such Borrowing Date, (vi) disbursed on any Borrowing Date shall not exceed the Dollar Availability on any such Borrowing Date and (vii) shall not in the aggregate exceed the Dollar Maximum Amount2.11.
(b) Committed Loans disbursed made by each Lender shall be evidenced by one or more loan accounts or records maintained by such Lender in the Ordinary Course of Business. Upon the request of any Lender made through the Administrative Agent, such Lender’s Committed Loans may be evidenced by one or more Committed Loan Notes, instead of or in addition to indirectly fund installments loan accounts. (Each such Lender may endorse on the schedules annexed to its Committed Loan Note the date, amount and delivery maturity of its Committed Loans and payments with respect thereto.) Such loan accounts, records or Notes shall be conclusive absent manifest error of the amount of such Committed Loans and payments thereon. Any failure so to record or any error in doing so shall not, however, limit or otherwise affect the obligation of any Credit Party to pay any amount owing with respect to the Yard in respect of Committed Loans.
(xc) Vessel 1 together Unless the Administrative Agent and the Requisite Lenders otherwise consent, Loans with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder no more than 15 different Interest Periods shall be herein referred to as outstanding at any one time; provided that for the purposes of this sentence only, “Tranche A Loans” and (y) Vessel 2 together with 50% of the shall mean all Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche B Loans”outstanding under this Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Science Applications International Corp), Credit Agreement (Science Applications International Corp)
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, (x) each RL Lender severally agrees agrees, at any time and from time to time during the Revolving Credit Period, to make on a revolving loan or revolving loans, which revolving loans shall be made and after the first Initial Borrowing Date and prior to the Commitment Termination Date and at the times specified maintained in Section 2.02 term loans to the Borrower Dollars (each a “Dollar Revolving Loan” and collectively and, collectively, the “Dollar Revolving Loans”) to the U.S. Borrower, and (y) each Alternate Currency RL Lender with an Alternate Currency Revolving Loan Sub-Commitment relating to a given Alternate Currency Revolving Loan Sub-Tranche severally agrees, at any time and from time to time during the Revolving Credit Period, to make a revolving loan or revolving loans to the respective Alternate Currency Revolving Loan Borrower(s) under such Alternate Currency Revolving Loan Sub-Tranche in the respective Available Currency elected by such Alternate Currency Revolving Loan Borrower (each, an “Alternate Currency Revolving Loan “ and, collectively, the “Alternate Currency Revolving Loans “) (with the revolving loans made to the various Borrowers pursuant to this Section 2.01 being herein called a “Revolving Loan” and, collectively, the “Revolving Loans”), which Loans Revolving Loans:
(i) shall, in the case of Dollar Revolving Loans, at the option of the U.S. Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that except as otherwise specifically provided herein, all Dollar Revolving Loans comprising the same Borrowing shall bear interest be of the same Type,
(ii) shall, in the case of Alternate Currency Revolving Loans, be made and maintained in the respective Alternate Currency elected by the respective Alternate Currency Revolving Loan Borrower, provided that all Canadian Revolving Loans shall, at the option of the respective Canadian Revolving Loan Borrower, be made by each Canadian Lender with a Canadian Dollar Revolving Loan Sub-Commitment either by means of (x) Canadian Prime Rate Loans in Canadian Dollars or (y) the creation and discount of Bankers’ Acceptances in Canadian Dollars on the terms and conditions provided for herein and in Schedule III hereto (the terms and conditions of which shall be deemed incorporated by reference into this Agreement), and provided, further, that only the Canadian Revolving Loan Borrowers shall be entitled to obtain Revolving Loans in Canadian Dollars, the Canadian Revolving Loan Borrowers shall only be entitled to obtain Revolving Loans in Canadian Dollars, and the U.S. Subsidiary Borrower shall only be entitled to obtain Euro Revolving Loans,
(iii) may be repaid and reborrowed in accordance with Section 2.06, (ii) shall be denominated and repayable in Dollars, (iii) shall be disbursed on any Borrowing Date, the provisions hereof,
(iv) disbursed on shall not, in the case of Alternate Currency Revolving Loans made under a given Alternate Currency Revolving Loan Sub-Tranche by any Borrowing Date Alternate Currency RL Lender, be made at any time if, at the time of making any such Alternate Currency Revolving Loans and after giving effect thereto, (A) the Individual Alternate Currency Revolving Loan Sub-Commitment Credit Exposure of such Alternate Currency RL Lender relating to such Alternate Currency Revolving Loan Sub-Tranche would exceed the Alternate Currency Revolving Loan Sub-Commitment of such Alternate Currency RL Lender relating to such Alternate Currency Revolving Loan Sub-Tranche at such time, or (B) the Aggregate Individual Alternate Currency Credit Exposure of all Alternate Currency RL Lenders relating to such Alternate Currency Revolving Loan Sub-Tranche would exceed the Alternate Currency Revolving Loan Sub-Commitment Sub-Limit relating to such Alternate Currency Revolving Loan Sub-Tranche,
(v) shall not not, in the case of all Revolving Loans, be made at any time if, after giving effect thereto, the Aggregate Revolving Credit Exposure would exceed on the Total Revolving Loan Commitment at such Borrowing Date time,
(vi) shall not, in the case of Dollar Revolving Loans, be made at any time if, at the time of making any such Dollar Revolving Loan and after giving effect thereto, (A) the Aggregate U.S. Revolving Exposure exceeds the Total U.S. Revolving Loan Sub-Commitment at such time or (B) subject to Section 2.08(b), for all Lenders the any Lender, such Lender’s Dollar Equivalent Percentage of the maximum available amount for Aggregate U.S. Revolving Exposure exceeds the U.S. Revolving Loan Sub-Commitment of such Borrowing Date Lender at such time,
(vii) shall not, in the case of all Revolving Loans, be made at any time, if after giving effect thereto, the Aggregate Revolving Credit Exposure would exceed (A) $300,000,000, so long as the Leverage Ratio is equal to or greater than 7.00:1:00, and (B) $600,000,000, so long as such Leverage Ratio is less than 7.00:1:00, plus, in each case, any amounts under Additional Revolving Loan Commitments (as determined pursuant to Section 2.16(b)); provided, however, that, except as set forth in Section 2.025.02(a)(iii), (v) disbursed on any Borrowing Date shall not exceed for any Lender the Dollar Equivalent of the Commitment of such Lender on such Borrowing Date, (vi) disbursed on any Borrowing Date shall not exceed the Dollar Availability on any such Borrowing Date and limitations contained in this clause (vii) shall not apply only at the time of any Credit Event and in no event shall such limitations require any Borrower to prepay any Revolving Loan for which the conditions contained in this clause (vii) were satisfied at the time such Revolving Loan was incurred, and provided, further, that for purposes of calculating the Leverage Ratio pursuant to this clause (vii) the Leverage Ratio shall be computed for the most recently ended Test Period (calculated on a Pro Forma Basis as if the date of the Credit Event were the Determination Date, and after giving effect to the applications of proceeds of such Credit Event (but only to the extent that such procceds are applied within thirty (30) days of the date of such Credit Event)), and
(viii) shall not, in the aggregate case of Alternate Currency Revolving Loans, be made at any time, if after giving effect thereto, the Aggregate Alternate Currency Revolving Credit Exposure would exceed the Dollar Maximum Amount.
(b) Alternative Currency Revolving Loan Sub-Commitment at such time. Notwithstanding the foregoing, in the event a Lender Default exists, the Canadian Lenders shall not be required to make Canadian Revolving Loans disbursed unless the Canadian Lenders have entered into arrangements satisfactory to indirectly fund installments them and delivery payments the U.S. Borrower to eliminate the Canadian Lenders’ risk with respect to the Yard participation arrangements set forth in respect of (x) Vessel 1 together with 50% Section 2.17 of the Loans disbursed to fund payments Defaulting Lender or Lenders, which may include cash collateralizing such Defaulting Lender’s or Lenders’ RL Percentage of the Hermes Premium hereunder outstanding Canadian Revolving Loans. All Canadian Revolving Loans shall be herein referred to as “Tranche A Loans” constitute the several, and (y) Vessel 2 together with 50% not joint or joint and several, obligations of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche B Loans”Canadian Revolving Loan Borrowers.
Appears in 2 contracts
Sources: Credit Agreement (Host Hotels & Resorts, Inc.), Credit Agreement (Host Hotels & Resorts L.P.)
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender severally agrees to make on and after the first (i) Initial Borrowing Date and prior to the Commitment Termination Date and at the times specified in Section 2.02 term loans Loans to the Borrower on the Initial Closing Date, the proceeds of which shall be used solely to purchase Target Shares tendered pursuant to the Tender Offer and to pay fees and expenses in connection with the Transactions and (ii) Loans at any time and from time to time (but not more than two times) after the Initial Closing Date until and including the Availability Termination Date to provide funding for additional consideration, fees and expenses that are then payable or are reasonably expected to be payable in connection with (x) the purchase of any Target Shares tendered during any subsequent offering period pursuant to the Acquisition Documents (if applicable) and (y) the consummation of the Merger (it being understood that the remaining Commitments may be drawn in full on or before the Availability Termination Date to provide funding for the above described additional consideration, fees and expenses whether or not such amounts are then due and payable); provided, that after giving effect to each a “such Loan” and collectively the “Loans”), which Loans : (a) (i) shall bear interest with respect to 3-Year Tranche Loans, the outstanding principal amount of such 3-Year Tranche Loan made by each 3-Year Tranche Lender would not exceed such Lender’s 3-Year Tranche Commitment in accordance with Section 2.06effect immediately prior to making such 3-Year Tranche Loan , (ii) with respect to 5-Year A Tranche Loans, the outstanding principal amount of such 5-Year A Tranche Loan made by each 5-Year A Tranche Lender would not exceed such Lender’s 5-Year A Tranche Commitment in effect immediately prior to making such 5-Year A Tranche Loan and (iii) with respect to 5-Year B Tranche Loans, the outstanding principal amount of such 5-Year B Tranche Loan made by each 5-Year B Tranche Lender would not exceed such Lender’s 5-Year B Tranche Commitment in effect immediately prior to making such 5-Year B Tranche Loan and (b) the aggregate principal amount of all such Loans then outstanding would not exceed the Total Commitment in effect immediately prior to making such Loans. All Loans shall be denominated in dollars. Any amount borrowed under this Section 2.01 and repayable in Dollars, (iii) shall subsequently repaid or prepaid may not be disbursed on any Borrowing Date, (iv) disbursed on any Borrowing Date shall not exceed on such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date as set forth in Section 2.02, (v) disbursed on any Borrowing Date shall not exceed for any Lender the Dollar Equivalent of the Commitment of such Lender on such Borrowing Date, (vi) disbursed on any Borrowing Date shall not exceed the Dollar Availability on any such Borrowing Date and (vii) shall not in the aggregate exceed the Dollar Maximum Amountreborrowed.
(b) Loans disbursed to indirectly fund installments and delivery payments to the Yard in respect of (x) Vessel 1 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche A Loans” and (y) Vessel 2 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche B Loans”.
Appears in 2 contracts
Sources: Term Loan Agreement (Tyson Foods Inc), Term Loan Agreement (Tyson Foods Inc)
The Commitments. On the terms and subject to the applicable conditions hereinafter set forth, including, without limitation, Article III:
(a) Subject to and upon the terms and conditions set forth herein, each Revolving Lender severally agrees to make on and after the first Initial Borrowing Date and prior to the Commitment Termination Date and at the times specified in Section 2.02 term loans to the Borrower (each each, a “Revolving Loan” and collectively ”) from time to time on any Business Day during the “Loans”)period from the Closing Date through the end of the Commitment Period, which Loans in each case in an aggregate principal amount at any one time outstanding up to but not exceeding (i) such L▇▇▇▇▇’s Revolving Commitment and (ii) as to all Lenders, the Total Revolving Commitment at such time; provided that the Eligible Currency Loans shall bear interest be made solely by the Multicurrency Lenders and the Dollar Loans shall be made solely by the Dollar Lenders, in each case in accordance with Section 2.06, (ii) shall be denominated and repayable in Dollars, (iii) shall be disbursed on any Borrowing Date, (iv) disbursed on any Borrowing Date shall not exceed on such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date as set forth in Section 2.02, (v) disbursed on any Borrowing Date shall not exceed for any Lender the Dollar Equivalent of the Commitment of such Lender on such Borrowing Date, (vi) disbursed on any Borrowing Date shall not exceed the Dollar Availability on any such Borrowing Date and (vii) shall not in the aggregate exceed the Dollar Maximum Amount.2.13; and
(b) Loans disbursed each Term Lender severally agrees to indirectly fund installments and delivery payments make loans to the Yard in respect of Borrower (xeach, a “Term Loan”) Vessel 1 together with 50% from time to time on any Business Day during the period from the Closing Date through the end of the Commitment Period in an aggregate principal amount at any one time outstanding up to but not exceeding (i) such Term Lender’s Term Commitment and (ii) as to all Term Lenders, the Total Term Commitment at such time; provided that the Eligible Currency Loans disbursed shall be made solely by the Multicurrency Lenders and the Dollar Loans shall be made solely by the Dollar Lenders, in each case in accordance with Section 2.13. Within such limits and subject to fund payments the other terms and conditions of this Agreement, the Borrower may borrow (and re-borrow) Revolving Loans under this Section 2.1 and prepay Revolving Loans under Section 2.7. Term Loans, once repaid, may not be reborrowed. Each Revolving Lender severally agrees, on the last day of the Hermes Premium hereunder shall be herein referred to Reinvestment Period (except if the Reinvestment Period terminates as “Tranche A Loans” and a result of clause (yb) Vessel 2 together with 50% or (d) of the Loans disbursed definition thereof) to fund payments make a Revolving Loan (and the Borrower hereby directs that such Revolving Loan be made) in an amount equal to its Percentage Share of the Hermes Premium hereunder Exposure Amount (less the amount on deposit in the Future Funding Reserve Account) as of the date such Revolving Loan is made (such Revolving Loan, the “Future Funding Reserve Loan”), but only to the extent that its Percentage Share does not exceed its Undrawn Commitment. The Borrower shall be herein referred to as “Tranche B Loans”deposit the proceeds of such Loans in the Future Funding Reserve Account such that the amounts on deposit in the Future Funding Reserve Account equal the Exposure Amount.
Appears in 2 contracts
Sources: Credit Agreement (Golub Capital Private Credit Fund), Credit Agreement (Golub Capital Private Credit Fund)
The Commitments. On the terms and subject to the applicable conditions hereinafter set forth, including, without limitation, Article III:
(a) Subject to and upon the terms and conditions set forth herein, each Revolving Lender severally agrees to make on and after the first Initial Borrowing Date and prior to the Commitment Termination Date and at the times specified in Section 2.02 term loans to the Borrower (each each, a “Revolving Loan” and collectively ”) from time to time on any Business Day during the “Loans”)period from the Closing Date through the end of the Commitment Period, which Loans in each case in an aggregate principal amount at any one time outstanding up to but not exceeding (i) shall bear interest in accordance with Section 2.06, such Lender’s Revolving Commitment and (ii) shall be denominated and repayable in Dollarsas to all Lenders, (iii) shall be disbursed on any Borrowing Date, (iv) disbursed on any Borrowing Date shall not exceed on the Total Revolving Commitment at such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date as set forth in Section 2.02, (v) disbursed on any Borrowing Date shall not exceed for any Lender the Dollar Equivalent of the Commitment of such Lender on such Borrowing Date, (vi) disbursed on any Borrowing Date shall not exceed the Dollar Availability on any such Borrowing Date and (vii) shall not in the aggregate exceed the Dollar Maximum Amount.time; and
(b) Loans disbursed each Term Lender severally agrees to indirectly fund installments and delivery payments make loans to the Yard Borrower (each, a “Term Loan”) on the Initial Borrowing Date in respect an aggregate principal amount at any one time outstanding up to but not exceeding (i) such Term Lender’s Term Commitment and (ii) as to all Term Lenders, the Total Term Commitment at such time. Within such limits and subject to the other terms and conditions of this Agreement, the Borrower may borrow (xand re-borrow) Vessel 1 together with 50% Revolving Loans under this Section 2.1 and prepay Revolving Loans under Section 2.7. Term Loans, once repaid, may not be reborrowed. Each Revolving Lender severally agrees, on the last day of the Loans disbursed to fund payments Reinvestment Period (except if the Reinvestment Period terminates as a result of clause (b) or (d) of the Hermes Premium hereunder shall definition thereof) to make a Revolving Loan (and the Borrower hereby directs that such Revolving Loan be herein referred made) in an amount equal to as “Tranche A Loans” and (y) Vessel 2 together with 50% its Percentage Share of the Loans disbursed to fund payments Unfunded Amount (less the amount on deposit in the Future Funding Reserve Account) as of the Hermes Premium hereunder date such Revolving Loan is made (such Revolving Loan, the “Future Funding Reserve Loan”), but only to the extent that its Percentage Share does not exceed its Undrawn Commitment. The Borrower shall be herein referred to as “Tranche B Loans”deposit the proceeds of such Loans in the Future Funding Reserve Account such that the amounts on deposit in the Future Funding Reserve Account equal the Unfunded Amount.
Appears in 2 contracts
Sources: Credit Agreement (Owl Rock Capital Corp), Credit Agreement (Owl Rock Capital Corp)
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender severally agrees to make make, at any time and from time to time on and after the first Initial Borrowing Effective Date and prior to the Commitment Termination Date and at the times specified in Section 2.02 term Maturity Date, a revolving loan or revolving loans to the Borrower (each a “"Revolving Loan” and collectively " and, collectively, the “"Revolving Loans”)") to the Borrower, which Revolving Loans (i) shall bear interest be made and maintained in Dollars, (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, PROVIDED that, except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iii) may be repaid and reborrowed in accordance with Section 2.06the provisions hereof, (iv) shall not exceed for any Lender at the time of the making of any such Revolving Loans, and after giving effect thereto, that aggregate principal amount which, when added to the sum of (I) the aggregate principal amount of all other Revolving Loans then outstanding from such Lender and (II) the product of (A) such Lender's Percentage and (B) the sum of (x) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (y) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, the Commitment of such Lender at such time, (v) shall not exceed for all Lenders at any time outstanding that principal amount which, when added to the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Commitment at such time.
(b) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, from time to time after the Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrower, which Swingline Loans (i) shall be made and maintained in Dollars, (ii) shall be denominated made and repayable in Dollarsmaintained as Base Rate Loans, (iii) shall may be disbursed on any Borrowing Daterepaid and reborrowed in accordance with the provisions hereof, (iv) disbursed on any Borrowing Date shall not exceed on in aggregate principal amount at any time outstanding, when combined with the sum of (I) the aggregate principal amount of all Revolving Loans then outstanding and (II) the aggregate amount of all Letter of Credit Outstandings at such Borrowing Date for all Lenders time, an amount equal to the Dollar Equivalent of the maximum available amount for Total Commitment at such Borrowing Date as set forth in Section 2.02, time and (v) disbursed on any Borrowing Date shall not exceed for in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 1.01(b), the Swingline Lender the Dollar Equivalent of the Commitment of such Lender on such Borrowing Date, (vi) disbursed on any Borrowing Date shall not exceed the Dollar Availability on any such Borrowing Date and (viix) shall not in be obligated to make any Swingline Loans at a time when a Lender Default exists unless the aggregate exceed Swingline Lender has entered into arrangements satisfactory to it to eliminate the Dollar Maximum Amount.
(b) Loans disbursed to indirectly fund installments and delivery payments Swingline Lender's risk with respect to the Yard Defaulting Lender's or Lenders' participation in respect of (x) Vessel 1 together with 50% such Swingline Loans, including by cash collateralizing such Defaulting Lender's or Lenders' Percentage of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche A outstanding Swingline Loans” , and (y) Vessel 2 together with 50% the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (i) of rescission of all such notices from the party or parties originally delivering such notice, (ii) of the waiver of such Default or Event of Default by the Required Lenders or (iii) that the Administrative Agent in good faith believes such Default or Event of Default has ceased to exist.
(c) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Lenders that its outstanding Swingline Loans disbursed shall be funded with a Borrowing of Revolving Loans (PROVIDED that such notice shall be deemed to fund payments have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the Hermes Premium hereunder remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be herein referred made on the immediately succeeding Business Day by all Lenders PRO RATA based on each Lender's Percentage (determined before giving effect to any termination of the Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to repay the Swingline Lender for such outstanding Swingline Loans. Each Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as “Tranche B Loans”a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Percentages (determined before giving effect to any termination of the Commitments pursuant to the last paragraph of Section 10), PROVIDED that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.
Appears in 2 contracts
Sources: Credit Agreement (Alpine Group Inc /De/), Credit Agreement (Alpine Group Inc /De/)
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a Commitment severally agrees agrees, at any time and from time to make time on and after the first Initial Borrowing Effective Date and prior to the Commitment Termination Date and at Maturity Date, to make a revolving loan or revolving loans (each, a "Revolving Loan" and, collectively, the times specified in Section 2.02 term loans "Revolving Loans") to the Borrower (each a “Loan” and collectively the “Loans”)Borrower, which Revolving Loans (i) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans, provided that except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall bear interest in accordance with Section 2.06at all times be of the same Type, (ii) shall may be denominated repaid and repayable reborrowed in Dollarsaccordance with the provisions hereof, (iii) shall be disbursed on any Borrowing Date, (iv) disbursed on any Borrowing Date shall not exceed on such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date as set forth in Section 2.02, (v) disbursed on any Borrowing Date shall not exceed for any Lender at any time outstanding that aggregate principal amount which, when added to the Dollar Equivalent product of (x) such Lender's Adjusted Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Commitment of such Lender on at such Borrowing Date, time and (viiv) disbursed on any Borrowing Date shall not exceed for all Lenders at any time outstanding that aggregate principal amount which, when added to (x) the Dollar Availability on any amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such Borrowing Date time and (viiy) shall not in the aggregate exceed principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the Dollar Maximum Amountproceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Commitment at such time.
(b) Loans disbursed Subject to indirectly fund installments and delivery payments upon the terms and conditions herein set forth, BTCo in its individual capacity agrees to make at any time and from time to time on and after the Effective Date and prior to the Yard Swingline Expiry Date, a revolving loan or revolving loans (each, a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrower, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans made by Non-Defaulting Lenders then outstanding and the Letter of Credit Outstandings at such time, an amount equal to the Adjusted Total Commitment at such time (after giving effect to any reductions to the Adjusted Total Commitment on such date) and (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount.
(c) On any Business Day, BTCo may, in its sole discretion, give notice to the Lenders that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Lenders with a Commitment (without giving effect to any termination thereof pursuant to the last paragraph of Section 10) pro rata based on each Lender's Adjusted Percentage (determined before giving effect to any termination of the Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to BTCo to repay BTCo for such outstanding Swingline Loans. Each such Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Commitment or the Adjusted Total Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each such Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from BTCo such participations in the outstanding Swingline Loans as shall be necessary to cause such Lenders to share in such Swingline Loans ratably based upon their respective Adjusted Percentages (determined before giving effect to any termination of the Commitments pursuant to the last paragraph of Section 10), provided that (x) Vessel 1 together with 50% of all interest payable on the Swingline Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred for the account of BTCo until the date as of which the respective participation is required to as “Tranche A Loans” be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) Vessel 2 together with 50% at the time any purchase of participations pursuant to this sentence is actually made, the Loans disbursed to fund payments of the Hermes Premium hereunder purchasing Lender shall be herein referred required to pay BTCo interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as “Tranche B Loans”Base Rate Loans hereunder for each day thereafter.
Appears in 2 contracts
Sources: Credit Agreement (Universal Compression Inc), Credit Agreement (Universal Compression Holdings Inc)
The Commitments. Subject to the terms and conditions set forth herein:
(a) Subject each Dollar Lender severally agrees to make Revolving Loans in Dollars to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Dollar Credit Exposure exceeding such Lender’s Dollar Commitment, (ii) the aggregate Revolving Dollar Credit Exposure of all of the Lenders exceeding the Dollar Commitments, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect;
(b) each Multicurrency Lender severally agrees to make Revolving Loans in Dollars or in any Agreed Foreign Currency to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Multicurrency Credit Exposure exceeding such Lender’s Multicurrency Commitment, (ii) the aggregate Revolving Multicurrency Credit Exposure of all of the Lenders exceeding the Multicurrency Commitments, (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect or (iv) the aggregate Revolving Multicurrency Credit Exposure denominated in the Specified Agreed Foreign Currencies exceeding the Specified Multicurrency Sublimit;
(c) each Initial Term Lender severally agrees to make a Term Loan in Dollars to the Borrower on the Second Amendment Effective Date in an aggregate principal amount (i) up to but not exceeding such Term Lender’s Initial Term Commitment and upon (ii) that will not result in the total Covered Debt Amount exceeding the Borrowing Base then in effect; and
(d) each Fourth Amendment Effective Date Term Lender severally agrees to make a Term Loan in Dollars to the Borrower on the Fourth Amendment Effective Date in an aggregate principal amount (i) up to but not exceeding such Term Lender’s Fourth Amendment Effective Date Term Loan Commitment and (ii) that will not result in the total Covered Debt Amount exceeding the Borrowing Base then in effect. Within the foregoing limits and subject to the terms and conditions set forth herein, each Lender severally agrees to make on the Borrower may borrow, prepay and after the first Initial Borrowing Date and prior reborrow Revolving Loans. Amounts repaid or prepaid with respect to the Commitment Termination Date and at the times specified in Section 2.02 term loans to the Borrower (each a “Loan” and collectively the “Loans”), which Term Loans (i) shall bear interest in accordance with Section 2.06, (ii) shall may not be denominated and repayable in Dollars, (iii) shall be disbursed on any Borrowing Date, (iv) disbursed on any Borrowing Date shall not exceed on such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date as set forth in Section 2.02, (v) disbursed on any Borrowing Date shall not exceed for any Lender the Dollar Equivalent of the reborrowed. The Term Commitment of each Term Lender shall automatically terminate upon such Term Lender on such Borrowing Date, (vi) disbursed on any Borrowing Date shall not exceed the Dollar Availability on any such Borrowing Date and (vii) shall not in the aggregate exceed the Dollar Maximum Amountfully funding its Term Commitment.
(b) Loans disbursed to indirectly fund installments and delivery payments to the Yard in respect of (x) Vessel 1 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche A Loans” and (y) Vessel 2 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche B Loans”.
Appears in 2 contracts
Sources: Senior Secured Revolving Credit Agreement (Goldman Sachs Private Credit Corp.), Senior Secured Revolving Credit Agreement (Goldman Sachs Private Credit Corp.)
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with an Initial Term Loan Commitment severally agrees to make on and after the first an Initial Borrowing Date and prior Term Loan to the Commitment Termination Date and at the times specified Borrower in Section 2.02 term loans to the Borrower (each a “Loan” and collectively the “Loans”)Dollars, which Initial Term Loans (i) shall bear interest in accordance with Section 2.06be incurred by Borrower pursuant to a single drawing on the Closing Date, (ii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Loans or LIBO RateTerm SOFR Loans; provided that all Initial Term Loans comprising the same Borrowing shall at all times be denominated of the same Type, and repayable in Dollars, (iii) shall be disbursed made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid, Initial Term Loans may not be reborrowed.
(b) Subject to and upon the terms and conditions set forth herein and relying upon the representations and warranties herein set forth, each Revolving Lender with a Closing Date Revolving Commitment agrees, severally and not jointly, to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Initial Revolving Loans”) to Borrower, at any time and from time to time on and after the Closing Date until the earlier of one Business Day prior to the Initial Maturity Date for Initial Revolving Loans and the termination of the Closing Date Revolving Commitment of such Revolving Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in such ▇▇▇▇▇▇’s Revolving Exposure with respect to Initial Revolving Loans exceeding such ▇▇▇▇▇▇’s Closing Date Revolving Commitment. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow the Initial Revolving Loans.
(c) Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make Incremental Term Loans to Borrower, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) [reserved], (iii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Loans or LIBO RateTerm SOFR Loans; provided that all Incremental Term Loans of a given Tranche made as part of the same Borrowing shall at all times consist of Incremental Term Loans of the same Type, and (iv) disbursed on any Borrowing Date shall not exceed on such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date as set forth in Section 2.02, (v) disbursed on any Borrowing Date shall not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereof, the Dollar Equivalent of the Incremental Term Loan Commitment of such Incremental Term Loan Lender for such Tranche (before giving effect to the termination thereof on such Borrowing Datedate pursuant to Section 4.02(b)). Once repaid, (vi) disbursed on any Borrowing Date shall Incremental Term Loans may not exceed the Dollar Availability on any such Borrowing Date and (vii) shall not in the aggregate exceed the Dollar Maximum Amountbe reborrowed.
(bd) Loans disbursed Each Lender may, at its option, make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to indirectly fund installments and delivery payments make such Loan; provided that any exercise of such option shall not (i) affect in any manner the obligation of Borrower to repay such Loan in accordance with the terms of this Agreement or (ii) excuse or relieve any Lender from its Commitment to make any such Loan to the Yard in respect of (x) Vessel 1 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche A Loans” and (y) Vessel 2 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche B Loans”extent not so made by such branch or Affiliate.
Appears in 2 contracts
Sources: Credit Agreement (McGraw Hill, Inc.), Credit Agreement (McGraw Hill, Inc.)
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender Bank severally agrees to make make, at any time and from time to time on and or after the first Initial Borrowing Effective Date and prior to the Final Maturity Date, a loan or loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to one or more Borrowers, which Revolving Loans:
(i) shall, at the option of the requesting Borrower, be either Base Rate Loans or Eurocurrency Loans, provided that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type;
(ii) may be in Dollars or Eurocurrencies, at the option of the requesting Borrower;
(iii) may be repaid and reborrowed in accordance with the provisions hereof;
(iv) of any Bank at any time outstanding shall not have an aggregate Original Dollar Amount which, when added to the product of (x) such Bank's Percentage and (y) the sum of (I) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the respective incurrence of, the Revolving Loans then being incurred) then outstanding and (II) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Loans then being incurred) at such time exceeds the Revolving Loan Commitment Termination of such Bank (after giving effect to any simultaneous reinstatement in the Revolving Loan Commitment of such Bank on such date pursuant to Section 1.01(d)(i)) at such time); and
(v) for all Banks at any time outstanding shall not have an aggregate Original Dollar Amount which, when added to the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Loans then being incurred) at such time, (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the respective incurrence of, the Revolving Loans then being incurred) then outstanding and (III) the aggregate principal amount of all Bid Loans (exclusive of Bid Loans which are repaid with the proceeds of, and simultaneously with the respective incurrence of, the Revolving Loans then being incurred) then outstanding, exceeds the Total Revolving Loan Commitment (after giving effect to any simultaneous increase in the Total Revolving Loan Commitment on such date pursuant to Section 1.01(d)(i)) at such time.
(b) Subject to and upon the terms and conditions set forth herein, ABN AMRO in its individual capacity agrees to make, at any time and from time to time on or after the Effective Date and at the times specified in Section 2.02 term loans prior to the Borrower Swingline Expiry Date, a loan or loans (each each, a “"Swingline Loan” and collectively " and, collectively, the “"Swingline Loans”)") to the Company, which Swingline Loans (i) shall bear interest be made and maintained in accordance with Section 2.06Dollars as Base Rate Loans or at a fixed rate (for a period not to exceed 30 days) as quoted by ABN AMRO and acceptable to the Company (each an "Offered Rate Loan"), (ii) shall may be denominated repaid and repayable reborrowed in Dollarsaccordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding that aggregate principal amount which, when added to the sum of (I) the aggregate principal amount of all Revolving Loans then outstanding, (II) the aggregate principal amount of all Bid Loans outstanding at such time (exclusive of Bid Loans which are repaid with the proceeds of, and simultaneously with the respective incurrence of, the Swingline Loan then being incurred) and (III) the aggregate amount of all Letter of Credit Outstandings at such time (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the Swingline Loan then being incurred), equals the Total Revolving Loan Commitment (after giving effect to any simultaneous reinstatement in the Total Revolving Loan Commitment on such date pursuant to Section 1.01(d)(i)) at such time and (iv) shall not exceed when added to the "Swingline Loans" outstanding under the Other Credit Agreement, the Maximum Swingline Amount. ABN AMRO will not make a Swingline Loan after it has received written notice from the Required Banks stating that a Default exists and specifically requesting that ABN AMRO not make any Swingline Loans, provided that ABN AMRO may continue making Swingline Loans at such time thereafter as the Default in question has been cured or waived in accordance with the requirements of this Agreement or the Required Banks have withdrawn the written notice described above in this sentence. In addition, ABN AMRO shall not be disbursed obligated to make any Swingline Loan at a time when a Bank Default exists unless ABN AMRO shall have entered into arrangements satisfactory to it and the Company to eliminate ABN AMRO's risk with respect to the Bank which is the subject of such Bank Default, including by cash collateralizing such Bank's Percentage of the outstanding Swingline Loans.
(c) On any Business Day, ABN AMRO may, in its sole discretion, give written notice to the Banks that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default under Section 9.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 9), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks (without giving effect to any reductions of the Commitments pursuant to the last paragraph of Section 9) pro rata based on each such Bank's Percentage, and the proceeds thereof shall be applied directly to ABN AMRO to repay ABN AMRO for such outstanding Swingline Loans. Each Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing Datein the amount and in the manner specified in the preceding sentence and on the date specified in writing by ABN AMRO notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) any condition specified in Section 5 may not then be satisfied, (iii) the existence of any Default, (iv) disbursed the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Company), then each Bank hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Company on or after such date and prior to such purchase from ABN AMRO (without recourse or warranty) such participations in the outstanding Swingline Loans as shall be necessary to cause the Banks to share in such Swingline Loans ratably based upon their respective Percentages, provided that (x) all interest payable on the Swingline Loans shall be for the account of ABN AMRO until the date the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date, (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Bank shall be required to pay ABN AMRO interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing Date would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans for each day thereafter and (z) each Bank that so purchases a participation in a Swingline Loan shall thereafter be entitled to receive its pro rata share of each payment of principal received on such Swingline Loan; provided further that no Bank shall be obligated to acquire a participation in a Swingline Loan if a Default shall have occurred and be continuing at the time such Swingline Loan was made and ABN AMRO had received written notice from the Required Banks in accordance with Section 1.01(b) above prior to advancing such Swingline Loan.
(i) The Company may from time to time request any Bank to agree, or to arrange for a Local Affiliate of such Bank to agree, to provide a Local Currency Commitment to any Subsidiary Borrower or to the Company (i) with respect to any currency which the Company has previously requested be designated an Eurocurrency and which request the Banks denied or (ii) if it is beneficial to the Company or such Subsidiary Borrower to avoid withholding tax to borrow Loans directly from a Bank (or a Local Affiliate of a Bank) in a foreign country, provided, that the sum of the aggregate amount of Local Currency Commitments in effect at any one time plus the aggregate amount of "Local Currency Commitments" in effect under the Other Credit Agreement at any one time may not exceed $250,000,000. If a Bank is willing, in its sole discretion, to provide such a Local Currency Commitment, or is willing, in its sole discretion, to arrange to have a Local Affiliate of such Bank provide such a Local Currency Commitment, then such Bank and such Subsidiary Borrower or the Company, as applicable, shall execute and deliver to the Administrative Agent a Local Currency Addendum, or, if such Bank has arranged to have such Local Affiliate provide such a Local Currency Commitment, such Local Affiliate, such Bank and such Subsidiary Borrower or the Company, as applicable, shall execute and deliver to the Administrative Agent a Local Currency Designation and Assignment Agreement. Such Local Currency Commitment shall be designated in Dollars. A Bank's Revolving Loan Commitment shall be automatically reduced to the extent that such Bank or any Local Affiliate of such Bank has from time to time in effect any Local Currency Commitment and such Bank's Revolving Loan Commitment shall be automatically reinstated to the extent that any such Local Currency Commitment expires or is terminated either in whole or in part, unless at the time of such expiration or termination the Revolving Loan Commitments of all Banks have terminated (in which case such Bank's Revolving Loan Commitment shall not be reinstated to any extent), by (i) 100% of such Local Currency Commitment, if there has been no reduction in the Total Revolving Loan Commitment from the date such Local Currency Commitment went into effect or (ii) such lesser percentage of such Local Currency Commitment that equals the quotient (expressed as a percentage) obtained by dividing the Total Revolving Loan Commitment as in effect on such day by the Total Revolving Loan Commitment as in effect on the day such Local Currency Commitment went into effect, if there has been a reduction in the Total Revolving Loan Commitment from the date such Local Currency Commitment went into effect. The Bank providing (whether directly or through its Local Affiliate) such Local Currency Commitment and the relevant Subsidiary Borrower or the Company, as applicable, shall provide the Administrative Agent five Business Days prior notice of any change in the amount of any Bank's Local Currency Commitment. Promptly upon receipt of such Notice, the Administrative Agent shall calculate the amount of such Bank's Revolving Loan Commitment after giving effect to such change. Upon its receipt of such notice, the Administrative Agent will notify the Company and the Banks of such change. The Company may on five Business Days' written notice to the Administrative Agent terminate in whole or in part any Local Currency Commitment from time to time provided that after giving effect to such termination, the Original Dollar Amount of all Local Currency Loans outstanding under such Local Currency Commitment shall not exceed on such Borrowing Date for all Lenders Local Currency Commitment as so reduced.
(ii) Subject to and upon the Dollar Equivalent of the maximum available amount for such Borrowing Date as terms and conditions set forth herein and in Section 2.02or pursuant to the applicable Local Currency Documentation, (v) disbursed each Bank with a Local Currency Commitment and each Local Affiliate with a Local Currency Commitment severally agrees to make, at any time and from time to time on any Borrowing Date shall not exceed for any Lender or after the Dollar Equivalent of the Commitment of such Lender on such Borrowing Date, (vi) disbursed on any Borrowing Date shall not exceed the Dollar Availability on any such Borrowing Effective Date and prior to the Final Maturity Date (viior such shorter period as may be specified in or pursuant to the applicable Local Currency Documentation), a loan or loans (each, a "Local Currency Loan" and, collectively, the "Local Currency Loans") to one or more Subsidiary Borrowers or the Company, as applicable, specified in the applicable Local Currency Documentation, which Local Currency Loans (A) shall not have an Original Dollar Amount exceeding the Local Currency Commitment specified in the aggregate exceed applicable Local Currency Documentation, (B) may be repaid and reborrowed in accordance with the provisions hereof and of the applicable Local Currency Documentation, and (C) shall not have an Original Dollar Maximum AmountAmount exceeding for all Banks and all such Local Affiliates at any time outstanding the Total Local Currency Commitment at such time.
(biii) Loans disbursed to indirectly fund installments and delivery payments Each Local Currency Loan shall mature on such date, on or prior to the Yard Final Maturity Date, as the applicable Borrower and Bank or such Bank's Local Affiliate shall agree prior to the making of such Local Currency Loan in respect or pursuant to the applicable Local Currency Documentation. Upon reaching agreement as to interest rate and maturity, unless any applicable condition specified in Section 5.02 hereof has not been satisfied, on the date agreed the applicable Bank or its Local Affiliate shall make the proceeds of (x) Vessel 1 together with 50% such Local Currency Loan available to the relevant Borrower as provided in the applicable Local Currency Documentation. No Local Currency Documentation may waive, alter or modify any rights of the Loans disbursed to fund payments Administrative Agent or the other Banks under this Agreement, including, without limitation, the rights of the Hermes Premium hereunder Banks under Section 9 hereof.
(iv) Each Local Currency Designation and Assignment Agreement shall provide that the Bank executing such Local Currency Designation and Assignment Agreement is empowered to act as the applicable Local Affiliate's agent, with full power and authority to act on behalf of such Local Affiliate with respect to the transactions contemplated by this Agreement. Accordingly, each other Bank, the Administrative Agent, each Borrower and each Subsidiary Guarantor shall be herein referred conclusively entitled to as “Tranche A Loans” rely on any actions taken by such Bank and (y) Vessel 2 together with 50% any notice given by the Administrative Agent or any Borrower or Subsidiary Guarantor to such Bank shall be deemed to also have been delivered to such Local Affiliate. With regard to any matters relating to calculating a Bank's "Percentage" or the "Required Banks" or the unanimous vote of the Banks, any Local Currency Commitment and any outstanding Local Currency Loans disbursed to fund payments provided by a Local Affiliate of the Hermes Premium hereunder a Bank shall be herein referred deemed to be Local Currency Commitments and Local Currency Loans, as “Tranche B Loans”applicable, of such Bank. Accordingly, a Local Affiliate shall not have the right to vote as a Bank hereunder but shall otherwise be entitled to the same rights and benefits hereunder as the Banks are entitled.
Appears in 2 contracts
Sources: Global Revolving Credit Agreement (Sealed Air Corp/De), Global Revolving Credit Agreement (Sealed Air Corp/De)
The Commitments. Subject to the terms and conditions set forth herein:
(a) Subject each Dollar Lender severally agrees to make Syndicated Loans in Dollars to the Borrower from time to time during such Dollar Lender’s Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Dollar Credit Exposure exceeding such Lender’s Dollar Commitment, (ii) the aggregate Revolving Dollar Credit Exposure of all of the Dollar Lenders with Dollar Commitments then in effect exceeding the aggregate Dollar Commitments at such time, (iii) the sum of the aggregate Revolving Credit Exposure of all of the Lenders with Commitments then in effect plus the Net Revolving Exposure exceeding the aggregate Commitments at such time, or (iv) the sum of the Covered Debt Amount plus the Net Revolving Exposure exceeding the Borrowing Base then in effect; and
(b) each Multicurrency Lender severally agrees to make Syndicated Loans in Dollars and upon in Agreed Foreign Currencies to the Borrower from time to time during such Multicurrency Lender’s Availability Period in an aggregate principal amount that will not result in (i) such ▇▇▇▇▇▇’s Revolving Multicurrency Credit Exposure exceeding such Lender’s Multicurrency Commitment, (ii) the aggregate Revolving Multicurrency Credit Exposure of all of the Multicurrency Lenders with Multicurrency Commitments then in effect exceeding the aggregate Multicurrency Commitments at such time, (iii) the sum of the aggregate Revolving Credit Exposure of all of the Lenders with Commitments then in effect plus the Net Revolving Exposure exceeding the aggregate Commitments at such time or (iv) the sum of the Covered Debt Amount plus the Net Revolving Exposure exceeding the Borrowing Base then in effect. Within the foregoing limits and subject to the terms and conditions set forth herein, each Lender severally agrees to make on and after the first Initial Borrowing Date and prior to the Commitment Termination Date and at the times specified in Section 2.02 term loans to the Borrower (each a “Loan” may borrow, prepay and collectively the “reborrow Syndicated Loans”), which Loans (i) shall bear interest in accordance with Section 2.06, (ii) shall be denominated and repayable in Dollars, (iii) shall be disbursed on any Borrowing Date, (iv) disbursed on any Borrowing Date shall not exceed on such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date as set forth in Section 2.02, (v) disbursed on any Borrowing Date shall not exceed for any Lender the Dollar Equivalent of the Commitment of such Lender on such Borrowing Date, (vi) disbursed on any Borrowing Date shall not exceed the Dollar Availability on any such Borrowing Date and (vii) shall not in the aggregate exceed the Dollar Maximum Amount.
(b) Loans disbursed to indirectly fund installments and delivery payments to the Yard in respect of (x) Vessel 1 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche A Loans” and (y) Vessel 2 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche B Loans”.
Appears in 2 contracts
Sources: Senior Secured Revolving Credit Agreement (AG Twin Brook Capital Income Fund), Senior Secured Revolving Credit Agreement (AG Twin Brook Capital Income Fund)
The Commitments. Subject to the terms and conditions set forth herein:
(a) Subject each Revolving Dollar Lender severally agrees to make Revolving Loans in Dollars to the Borrower from time to time during the applicable Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Dollar Credit Exposure exceeding such Lender’s Revolving Dollar Commitment, (ii) the aggregate Revolving Dollar Credit Exposure of all of the Revolving Dollar Lenders exceeding the Revolving Dollar Commitments at such time, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect; provided that prior to the 2027 Revolving Dollar Commitment Termination Date, such Revolving Loans will be made on a pro rata basis as between the 2027 Revolving Dollar Lenders and upon the 2028 Revolving Dollar Lenders;
(b) each Revolving Multicurrency Lender severally agrees to make Revolving Multicurrency Loans in Dollars or in any Agreed Foreign Currency to the Borrower from time to time during the applicable Availability Period in an aggregate principal amount that will not result in (i) such ▇▇▇▇▇▇’s Revolving Multicurrency Credit Exposure exceeding such Revolving Lender’s Revolving Multicurrency Commitment, (ii) the aggregate Revolving Multicurrency Credit Exposure of all of the Revolving Multicurrency Lenders exceeding the Revolving Multicurrency Commitments at such time, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect; provided that prior to the 2027 Revolving Multicurrency Commitment Termination Date, such Revolving Loans will be made on a pro rata basis as between the 2027 Revolving Multicurrency Lenders and the 2028 Revolving Multicurrency Lenders;
(c) [reserved]; and
(d) the Borrower may reallocate all or a portion of any Lender’s 2027 Revolving Dollar Commitments to 2027 Revolving Multicurrency Commitments, all or a portion of any Lender’s 2027 Revolving Multicurrency Commitments to 2027 Revolving Dollar Commitments, all or a portion of any Lender’s 2028 Revolving Dollar Commitments to 2028 Revolving Multicurrency Commitments or all or a portion of any Lender’s 2028 Revolving Multicurrency Commitments to 2028 Revolving Dollar Commitments, in each case by written notice to the Administrative Agent no later than ten (10) Business Days before the date of the proposed reallocation, in form reasonably satisfactory to the Administrative Agent and with the written consent of any Lender whose commitment is being reallocated; provided that any such reallocation may not be made during the five (5) Business Days prior to (x) the 2027 Revolving Commitment Termination Date or 2028 Revolving Commitment Termination Date, as applicable, or (y) any Interest Payment Date or date of prepayment pursuant to Sections 2.10(a) through (c). Upon such reallocation, (i) the specified amount of such Lender’s applicable Revolving Dollar Commitments or Revolving Multicurrency Commitments, as applicable, shall be deemed to be converted to an increase in such Revolving Multicurrency Commitments or Revolving Dollar Commitments, as applicable, for all purposes hereof, (ii) each Revolving Lender shall purchase or sell Revolving Dollar Loans and/or Revolving Multicurrency Loans, as applicable, at par to the other Lenders as specified by the Administrative Agent in an amount necessary such that, after giving effect to all such purchases and sales, each Revolving Lender shall have funded its pro rata share of the entire amount of the then outstanding Revolving Dollar Loans and Revolving Multicurrency Loans and (iii) the Borrower shall pay to the Revolving Lenders of each Class the amounts, if any, payable under Section 2.15 as a result of any resulting prepayment. Within the foregoing limits and subject to the terms and conditions set forth herein, each Lender severally agrees to make on the Borrower may borrow, prepay and after the first Initial Borrowing Date and prior reborrow Revolving Loans. Amounts repaid or prepaid with respect to the Commitment Termination Date and at the times specified in Section 2.02 term loans to the Borrower (each a “Loan” and collectively the “Loans”), which Term Loans (i) shall bear interest in accordance with Section 2.06, (ii) shall may not be denominated and repayable in Dollars, (iii) shall be disbursed on any Borrowing Date, (iv) disbursed on any Borrowing Date shall not exceed on such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date as set forth in Section 2.02, (v) disbursed on any Borrowing Date shall not exceed for any Lender the Dollar Equivalent of the reborrowed. The Term Commitment of each Term Lender shall automatically terminate upon such Term Lender on such Borrowing Date, (vi) disbursed on any Borrowing Date shall not exceed the Dollar Availability on any such Borrowing Date and (vii) shall not in the aggregate exceed the Dollar Maximum Amountfully funding its Term Commitment.
(b) Loans disbursed to indirectly fund installments and delivery payments to the Yard in respect of (x) Vessel 1 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche A Loans” and (y) Vessel 2 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche B Loans”.
Appears in 2 contracts
Sources: Senior Secured Credit Agreement (Blackstone Secured Lending Fund), Senior Secured Credit Agreement (Blackstone Private Credit Fund)
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender severally agrees to make on and after the first Initial Borrowing Date and prior to the Commitment Termination Date and at the times specified in Section 2.02 term loans (each such loan, a "Revolving Loan") to the Borrower (each a “Loan” and collectively from -------------- time to time on any Business Day during the “Loans”), which Loans Availability Period in an aggregate principal amount that will not result in (i) shall bear interest in accordance with Section 2.06, such Lender's Revolving Credit Exposure (after giving effect to such Revolving Loans) exceeding such Lender's Commitment or (ii) shall be denominated and repayable in Dollars, (iii) shall be disbursed on any Borrowing Date, (iv) disbursed on any Borrowing Date shall not exceed on such Borrowing Date for the sum of the Revolving Credit Exposures of all Lenders exceeding the Dollar Equivalent of total Commitments. Within the maximum available amount for such Borrowing Date as foregoing limits and subject to the terms and conditions set forth in Section 2.02herein, (v) disbursed on any Borrowing Date shall not exceed for any Lender the Dollar Equivalent of the Commitment of such Lender on such Borrowing DateBorrower may borrow, (vi) disbursed on any Borrowing Date shall not exceed the Dollar Availability on any such Borrowing Date prepay and (vii) shall not in the aggregate exceed the Dollar Maximum Amountreborrow Revolving Loans.
(b) Loans disbursed to indirectly fund installments and delivery payments Subject to the Yard terms and conditions set forth herein, each Lender agrees, so long as no Default or Event of Default has occurred and is continuing, to consolidate on the Term Loan Conversion Date all of such Lender's Revolving Loans that are outstanding on the Term Loan Conversion Date (after giving effect to any payment or prepayment of such Loans made by the Borrower on such date) into a single loan (each such loan, a "Term Loan") in respect an amount not --------- to exceed the aggregate principal amount of (x) Vessel 1 together with 50% of the such Revolving Loans. Revolving Loans disbursed to fund payments of the Hermes Premium hereunder that are consolidated into a Term Loan shall be herein referred to as “Tranche A Loans” and (y) Vessel 2 together with 50% of the deemed paid. Term Loans disbursed to fund payments of the Hermes Premium hereunder shall which are repaid or prepaid may not be herein referred to as “Tranche B Loans”reborrowed.
Appears in 2 contracts
Sources: Credit Agreement (Sierra Pacific Power Co), Credit Agreement (Nevada Power Co)
The Commitments. (ai) Subject to and upon the terms and conditions set forth hereinherein and in the Amendment and Restatement Agreement No. 1, each Rollover Initial Term Lender severally agreed to exchange its Exchanged Term Loans for a like principal amount of Initial Term Loans on the First Restatement Effective Date. Subject to the terms and conditions set forth herein and in the Amendment and Restatement Agreement No. 1, each Additional Refinancing Term Loan Lender severally agreed to make an Additional Initial Term Loan (which shall be considered an increase to (and part of) the Initial Term Loans) to the Borrowers pursuant to a single drawing on the First Restatement Effective Date in the principal amount equal to its Initial Term Loan Commitment on the First Restatement Effective Date. The Borrowers prepaid the Non-Exchanged Term Loans with a like amount of the gross proceeds of the Additional Initial Term Loans and the Unsecured Notes, substantially concurrently with the receipt thereof. The Borrowers paid to the Rollover Lenders immediately prior to the effectiveness of the Amendment and Restatement Agreement No. 1 all accrued and unpaid interest on the Term B-1 Loans to, but not including, the First Restatement Effective Date on such First Restatement Effective Date. The Initial Term Loans shall have the terms set forth in this Agreement and the other Loan Documents, including as modified by the Amendment and Restatement Agreement No. 1, it being understood that the Initial Term Loans (and all principal, interest and other amounts in respect thereof) will constitute “Obligations” under this Agreement and the other Credit Documents. The Initial Term Loans (i) shall be denominated in U.S. Dollars, (ii) shall be, except as hereinafter provided, at the option of the Lead Borrower, incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or Term SOFR Term Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type and (iii) shall be made by each such Lender in that aggregate principal amount which did not exceed the Initial Term Loan Commitment of such Lender on the First Restatement Effective Date (before giving effect to the termination thereof pursuant to Section 4.02(a)(i)). Once repaid, Initial Term Loans may not be reborrowed.
(ii) Subject to the terms and conditions set forth herein and in Amendment No. 3, each Rollover Term B-2 Lender severally agrees to exchange its 2024 Exchanged Term Loans for a like principal amount of Term B-2 Loans on the Amendment No. 3 Effective Date. Subject to the terms and conditions set forth herein and in Amendment No. 3, each Additional Term B-2 Lender severally agrees to make on an Additional Term B-2 Loan (which shall be considered an increase to (and after part of) the first Initial Borrowing Date and prior Term B-2 Loans) to the Commitment Termination Lead Borrower on the Amendment No. 3 Effective Date and at the times specified in Section 2.02 term loans to the Borrower (each a “Loan” and collectively the “Loans”), which Loans (i) shall bear interest in accordance with Section 2.06, (ii) shall be denominated and repayable in Dollars, (iii) shall be disbursed on any Borrowing Date, (iv) disbursed on any Borrowing Date shall not exceed on such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date as set forth in Section 2.02, (v) disbursed on any Borrowing Date shall not exceed for any Lender the Dollar Equivalent of the Commitment of such Lender on such Borrowing Date, (vi) disbursed on any Borrowing Date shall not exceed the Dollar Availability on any such Borrowing Date and (vii) shall not in the aggregate exceed principal amount equal to its Additional Term B-2 Commitment on the Dollar Maximum Amount.
(b) Loans disbursed to indirectly fund installments and delivery payments to the Yard in respect of (x) Vessel 1 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche A Loans” and (y) Vessel 2 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche B Loans”.Amendment No. 3
Appears in 2 contracts
Sources: First Lien Term Loan Credit Agreement (VERRA MOBILITY Corp), First Lien Term Loan Credit Agreement (VERRA MOBILITY Corp)
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with an Initial Term Loan Commitment severally agrees to make on and after the first an Initial Borrowing Date and prior Term Loan or Initial Term Loans to the Commitment Termination Date and at the times specified in Section 2.02 term loans to the Borrower (each a “Loan” and collectively the “Loans”)Borrowers, which Initial Term Loans (i) shall bear interest in accordance with Section 2.06be incurred by the Borrowers pursuant to a single drawing on the Closing Date, (ii) shall be denominated and repayable in U.S. Dollars, (iii) shall except as hereinafter provided, at the option of the Lead Borrower, be disbursed incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on any the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid, Initial Term Loans may not be reborrowed. All Borrowers shall be jointly and severally liable as borrowers for all Term Loans regardless of which Borrower receives the proceeds thereof.
(b) Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make term loans (each, an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) to the Borrowers, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall, except as hereinafter provided, at the option of the Lead Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans; provided that all Incremental Term Loans of a given Tranche made as part of the same Borrowing shall at all times consist of Incremental Term Loans of the same Type, and (iv) disbursed on any Borrowing Date shall not exceed on such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date as set forth in Section 2.02, (v) disbursed on any Borrowing Date shall not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereof, the Dollar Equivalent of the Incremental Term Loan Commitment of such Incremental Term Loan Lender for such Tranche (before giving effect to the termination thereof on such Borrowing Datedate pursuant to Section 4.02(b)). Once repaid, (vi) disbursed on any Borrowing Date shall Incremental Term Loans may not exceed the Dollar Availability on any such Borrowing Date and (vii) shall not in the aggregate exceed the Dollar Maximum Amountbe reborrowed.
(b) Loans disbursed to indirectly fund installments and delivery payments to the Yard in respect of (x) Vessel 1 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche A Loans” and (y) Vessel 2 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche B Loans”.
Appears in 2 contracts
Sources: First Lien Term Loan Credit Agreement (PAE Inc), Second Lien Term Loan Credit Agreement (PAE Inc)
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender severally agrees to make on make, at any time and from time to time after the first Initial Borrowing Closing Date and prior to the Commitment Termination Date and at Final Maturity Date, a revolving loan or revolving loans (each, a “Revolving Loan” and, collectively, the times specified in Section 2.02 term loans “Revolving Loans”) to the Borrower (each a “Loan” Agent and collectively the “Loans”)other Borrowers, which Revolving Loans (i) shall bear interest be denominated in accordance with Section 2.06Dollars, (ii) shall, at the option of the Borrower Agent, be incurred and maintained as, and/or converted into, ABR Loans or BSBY Rate Loans; provided that, except as otherwise specifically provided in this Agreement, all Revolving Loans comprising the same Borrowing shall at all times be denominated and repayable in Dollarsof the same Type, (iii) shall may be disbursed on any Borrowing Daterepaid and reborrowed in accordance with the provisions hereof, (iv) disbursed on any Borrowing Date shall not exceed on such Borrowing Date for all Lenders be made (and shall not be required to be made) by any Lender in any instance where the Dollar Equivalent incurrence thereof (after giving effect to the use of the maximum available proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Individual Exposure of such Lender to exceed the amount for of its Revolving Loan Commitment at such Borrowing Date as set forth in Section 2.02, time and (v) disbursed on any Borrowing Date shall not exceed for be made (and shall not be required to be made) by any Lender in any instance where the Dollar Equivalent incurrence thereof (after giving effect to the use of the Commitment proceeds thereof on the date of such Lender on such Borrowing Date, the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause (viA) disbursed on any Borrowing Date shall not the Aggregate Exposure to exceed the Dollar Availability on any such Borrowing Date and Total Revolving Loan Commitment as then in effect or (viiB) shall not in the aggregate Aggregate Exposure to exceed the Dollar Maximum AmountBorrowing Base at such time.
(b) Loans disbursed to indirectly fund installments and delivery payments to the Yard in respect of (x) Vessel 1 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche A Loans” and (y) Vessel 2 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche B Loans”.
Appears in 2 contracts
Sources: Abl Credit Agreement (Pyxus International, Inc.), Abl Credit Agreement (Pyxus International, Inc.)
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with an Initial Term Loan Commitment severally agrees to make on and after the first an Initial Borrowing Date and prior Term Loan to the Commitment Termination Date and at the times specified Borrower in Section 2.02 term loans to the Borrower (each a “Loan” and collectively the “Loans”)Dollars, which Initial Term Loans (i) shall bear interest in accordance with Section 2.06be incurred by Borrower pursuant to a single drawing on the Closing Date, (ii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Loans or Term SOFR Loans; provided that all Initial Term Loans comprising the same Borrowing shall at all times be denominated of the same Type, and repayable in Dollars, (iii) shall be disbursed made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid, Initial Term Loans may not be reborrowed.
(b) Subject to and upon the terms and conditions set forth herein and relying upon the representations and warranties herein set forth, each Revolving Lender with a Closing Date Revolving Commitment agrees, severally and not jointly, to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Initial Revolving Loans”) to Borrower, at any time and from time to time on and after the Closing Date until the earlier of one Business Day prior to the Initial Maturity Date for Initial Revolving Loans and the termination of the Closing Date Revolving Commitment of such Revolving Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in such ▇▇▇▇▇▇’s Revolving Exposure with respect to Initial Revolving Loans exceeding such ▇▇▇▇▇▇’s Closing Date Revolving Commitment. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow the Initial Revolving Loans.
(c) Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make Incremental Term Loans to Borrower, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) [reserved], (iii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Loans or Term SOFR Loans; provided that all Incremental Term Loans of a given Tranche made as part of the same Borrowing shall at all times consist of Incremental Term Loans of the same Type, and (iv) disbursed on any Borrowing Date shall not exceed on such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date as set forth in Section 2.02, (v) disbursed on any Borrowing Date shall not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereof, the Dollar Equivalent of the Incremental Term Loan Commitment of such Incremental Term Loan Lender for such Tranche (before giving effect to the termination thereof on such Borrowing Datedate pursuant to Section 4.02(b)). Once repaid, (vi) disbursed on any Borrowing Date shall Incremental Term Loans may not exceed the Dollar Availability on any such Borrowing Date and (vii) shall not in the aggregate exceed the Dollar Maximum Amountbe reborrowed.
(bd) Loans disbursed Each Lender may, at its option, make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to indirectly fund installments and delivery payments make such Loan; provided that any exercise of such option shall not (i) affect in any manner the obligation of Borrower to repay such Loan in accordance with the terms of this Agreement or (ii) excuse or relieve any Lender from its Commitment to make any such Loan to the Yard in respect of (x) Vessel 1 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche A Loans” and (y) Vessel 2 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche B Loans”extent not so made by such branch or Affiliate.
Appears in 2 contracts
Sources: Credit Agreement (McGraw Hill, Inc.), Credit Agreement (McGraw Hill, Inc.)
The Commitments. (a) (i) Subject to and upon the terms and conditions set forth hereinherein and set forth in the Amendment No. 1,2, (x) each New Replacement Term B-21 Lender with a New Replacement Term B-21 Loan Commitment severally agrees to make on and after the first Initial Borrowing Date and prior to the Commitment Termination Date and at the times specified in Section 2.02 a term loan or term loans to (a “Term B-2to the Borrower (and together with each Converted Term B-1 Loan established pursuant to clause (y) below, a “Replacement Term B-1 Loan” and collectively and, collectively, the “Replacement Term B-21 Loans”)) to the Borrowerequal to its New Replacement Term B-1 Loan Commitment on the Amendment No. 1 Effective Date, which such Term B-22 Effective Date and (y) each Converted Term B-1 Loan of each Consenting Term B-1 Lender shall be converted into a Replacement Term B-1 Loan of such Lender effective as the Amendment No. 2 Effective Date in a principal amount equal to the principal amount of such Lender’s Converted Term B-1 Loan immediately prior to such conversion. The Replacement Term B-1 Loans (iA) shall bear interest in accordance with Section 2.06be incurred pursuant to a single drawing on the Amendment No. 12 Effective Date, (iiB) shall be denominated and repayable in Dollars, (iiiC) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Loans; provided that except as otherwise specifically provided in Section 2.11(b), all Replacement Term B-21 Loans comprising the same Borrowing shall at all times be disbursed on any Borrowing Dateof the same Type and (D) shall, (iv) disbursed on any Borrowing Date shall in the case of each Lender holding a New Replacement Term B-21 Loan Commitment, be made by each such Lender in an aggregate principal amount that does not exceed on such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date as set forth in Section 2.02, (v) disbursed on any Borrowing Date shall not exceed for any Lender the Dollar Equivalent of the New Replacement Term B-21 Loan Commitment of such New Replacement Term B-21 Lender on such Borrowing the Amendment No. 12 Effective Date. Once repaid, (vi) disbursed on any Borrowing Date shall prepaid, repurchased, refinanced or replaced, Replacement Term B-21 Loans incurred hereunder may not exceed the Dollar Availability on any such Borrowing Date and (vii) shall not in the aggregate exceed the Dollar Maximum Amountbe reborrowed.
(b) Loans disbursed to indirectly fund installments and delivery payments to the Yard in respect of (x) Vessel 1 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche A Loans” and (y) Vessel 2 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche B Loans”.
Appears in 2 contracts
Sources: Credit and Guaranty Agreement (Ancestry.com LLC), Credit and Guaranty Agreement (Ancestry.com LLC)
The Commitments. (a) (i) Subject to and upon the terms and conditions set forth herein, each Lender with a B-1 Term Loan Commitment severally agrees to make make, at par and any time and from time to time on and or after the first Initial Borrowing Date and on or prior to the Commitment Termination Date and at the times specified in Section 2.02 Merger Closing Date, a term loan or term loans (each, together with any term loan resulting from the B-1 Conversion, a “B-1 Term Loan” and, collectively, the “B-1 Term Loans”) to the Borrower (each a “Loan” and collectively the “Loans”)Borrower, which B-1 Term Loans (i) shall bear interest in accordance with Section 2.06, (iix) shall be denominated and repayable in Dollars, (iiiy) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (A) except as otherwise specifically provided in Section 2.10(b), all B-1 Term Loans comprising the same Borrowing shall at all times be of the same Type and (B) all B-1 Term Loans made on the Initial Borrowing Date shall be incurred as Base Rate Loans, and (z) shall not be disbursed incurred on any date occurring prior to the Merger Closing Date if, after giving effect to the making of the respective B-1 Term Loans and the related reductions to the Total B-1 Term Loan Commitment pursuant to Section 4.03(b)(x), the B-1 Blocked Amount would exceed the then remaining Total B-1 Term Loan Commitment. On the Initial Borrowing Date, (iv) disbursed on any Borrowing Date shall not exceed on such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date as set forth in Section 2.02, (v) disbursed on any Borrowing Date shall not exceed for any Lender the Dollar Equivalent of the Commitment of such Lender on such Borrowing Date, (vi) disbursed on any Borrowing Date shall not exceed the Dollar Availability on any such Borrowing Date and (vii) shall not in the aggregate exceed the Dollar Maximum Amount.
(b) Loans disbursed to indirectly fund installments and delivery payments to the Yard in respect of (x) Vessel 1 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder Borrower shall be herein referred required to borrow $100,000,000 of B-1 Term Loans, but may borrow such larger principal amount as “Tranche A Loans” and (y) Vessel 2 together with 50% of the is permitted hereunder. Once repaid, B-1 Term Loans disbursed to fund payments of the Hermes Premium incurred hereunder shall may not be herein referred to as “Tranche B Loans”reborrowed.
Appears in 2 contracts
Sources: Credit Agreement (CF Industries Holdings, Inc.), Credit Agreement (CF Industries Holdings, Inc.)
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a B Term Loan Commitment severally agrees to make a B Term Loan or B Term Loans to the U.S. Borrower, which B Term Loans (i) shall be incurred by the U.S. Borrower pursuant to a single drawing on the Initial Borrowing Date, (ii) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, shall, at the option of the U.S. Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBO Rate Loans, provided that (A) except as otherwise specifically provided in Section 2.10(b), all B Term Loans comprising the same Borrowing shall at all times be of the same Type, and (B) unless the Administrative Agent otherwise agrees in its sole discretion or the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), prior to the 90th day following the Initial Borrowing Date, B Term Loans may be incurred and maintained as, and/or converted into, LIBO Rate Loans only so long as all such outstanding LIBO Rate Loans, together with all outstanding C Term Loans and Revolving Loans that are maintained as LIBO Rate Loans, are subject to an Interest Period of one month which begins and ends on the same day (with the first such Interest Period to begin no earlier than three Business Days and no later than 5 Business Days following the Initial Borrowing Date), and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the B Term Loan Commitment of such Lender on the Initial Borrowing Date (before giving effect to the termination thereof pursuant to Section 4.03(a)). Once repaid, B Term Loans incurred hereunder may not be reborrowed.
(b) Subject to and upon the terms and conditions set forth herein, each Lender with a C Term Loan Commitment severally agrees to make a C Term Loan or C Term Loans to the Canadian Borrower, which C Term Loans (i) shall be incurred by the Canadian Borrower pursuant to a single drawing on the Initial Borrowing Date, (ii) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, interest thereon shall, at the option of the Canadian Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBO Rate Loans, provided that (A) except as otherwise specifically provided in Section 2.10(b), all C Term Loans comprising the same Borrowing shall at all times be of the same Type, and (B) unless the Administrative Agent otherwise agrees in its sole discretion or the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), prior to the 90th day following the Initial Borrowing Date, C Term Loans may be incurred and maintained as, and/or converted into, LIBO Rate Loans only so long as all such outstanding LIBO Rate Loans, together with all outstanding B Term Loans and Revolving Loans that are maintained as LIBO Rate Loans, are subject to an Interest Period of one month which begins and ends on the same day (with the first such Interest Period to begin no earlier than three Business Days and no later than 5 Business Days following the Initial Borrowing Date), and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the C Term Loan Commitment of such Lender on the Initial Borrowing Date (before giving effect to the termination thereof pursuant to Section 4.03(b)). Once repaid, C Term Loans incurred hereunder may not be reborrowed.
(c) Subject to and upon the terms and conditions set forth herein, (i) each Lender with an Incremental Term Loan Commitment for a given Tranche of Incremental Term Loans severally agrees to make a term loan (each, an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) to the Incremental Term Loan Borrower for such Tranche, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the respective Incremental Term Loan Borrowing Date, (ii) shall be denominated in U.S. Dollars or, if the Incremental Term Loan Borrower is the Canadian Borrower and so elects in accordance with the terms of Section 2.15, Canadian Dollars, (iii) in the case of Incremental Term Loans denominated in U.S. Dollars, shall, except as hereinafter provided, at the option of the Incremental Term Loan Borrower for such Tranche, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Loans or LIBO Rate Loans, provided that except as otherwise specifically provided in Section 2.10(b), all such Incremental Term Loans of a given Tranche made as part of the same Borrowing shall at all times consist of Incremental Term Loans of the same Type, (iv) in the case of Incremental Term Loans denominated in Canadian Dollars, interest thereon shall, except as hereafter provided, at the option of the Canadian Borrower, be accrued at the Canadian Prime Rate or B/A Discount Rate plus the margins described in Section 2.08 and (v) shall not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereof, the Incremental Term Loan Commitment of such Incremental Term Loan Lender for such Tranche on the respective Incremental Term Loan Borrowing Date (before giving effect to the termination thereof on such date pursuant to Section 4.03(d)). Once repaid, Incremental Term Loans may not be reborrowed.
(d) Subject to and upon the terms and conditions set forth herein, each U.S. Borrower RL Lender severally agrees to make, at any time and from time to time on or after the first Initial Borrowing Date and prior to the Commitment Termination Date and at Revolving Loan Maturity Date, a revolving loan or revolving loans (each, a “U.S. Borrower Revolving Loan” and, collectively, the times specified in Section 2.02 term loans “U.S. Borrower Revolving Loans”) to the Borrower (each a “Loan” and collectively the “Loans”)U.S. Borrower, which U.S. Borrower Revolving Loans (i) shall bear interest be denominated in U.S. Dollars, (ii) shall, at the option of the U.S. Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBO Rate Loans, provided that (A) except as otherwise specifically provided in Section 2.10(b), all U.S. Borrower Revolving Loans comprising the same Borrowing shall at all times be of the same Type, and (B) unless the Administrative Agent otherwise agrees in its sole discretion or the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), prior to the 90th day following the Initial Borrowing Date, U.S. Borrower Revolving Loans may be incurred and maintained as, and/or converted into, LIBO Rate Loans only so long as all such outstanding LIBO Rate Loans, together with all outstanding Term Loans and Canadian Borrower Revolving Loans that are maintained as LIBO Rate Loans, are subject to an Interest Period of one month which begins and ends on the same day (with the first such Interest Period to begin no earlier than three Business Days and no later than 5 Business Days following the Initial Borrowing Date), (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not be made (and shall not be required to be made) by any U.S. Borrower RL Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Individual U.S. RL Exposure of such U.S. Borrower RL Lender to exceed the amount of its U.S. Borrower Revolving Loan Commitment at such time, and (v) shall not be made (and shall not be required to be made) by any U.S. Borrower RL Lender if the making of same would cause the Aggregate U.S. RL Exposure (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) to exceed the Total U.S. Borrower Revolving Loan Commitment as then in effect.
(e) Subject to and upon the terms and conditions set forth herein, each Canadian Borrower RL Lender severally agrees to make, at any time and from time to time on or after the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, a revolving loan or revolving loans (each, a “Canadian Borrower Revolving Loan” and, collectively, the “Canadian Borrower Revolving Loans” and, together with the U.S. Borrower Revolving Loans, collectively, the “Revolving Loans” and each, a “Revolving Loan”) to the Canadian Borrower, which Canadian Borrower Revolving Loans (i) shall be made and maintained in the respective Available Currency elected by the Canadian Borrower; (ii) except as hereafter provided, shall, at the option of the Canadian Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings (with the following Types of Loans specified in clauses (w) and (x) available only in the case of Canadian Borrower Revolving Loans denominated in U.S. Dollars, and the following Types of Loans specified in clauses (y) and (z) available only in the case of Canadian Borrower Revolving Loans denominated in Canadian Dollars) of (w) Base Rate Loans, (x) LIBO Rate Loans, (y) Canadian Prime Rate Loans, or (z) (i) in the case of a B/A Lender, the creation of Bankers’ Acceptances on the terms and conditions provided for herein and in Schedule 2.17 hereto or (ii) in a case of a Non-B/A Lender, the creation and purchase of completed Drafts in Canadian Dollars and the exchange of such Drafts for B/A Equivalent Notes, in each case on the terms and conditions provided for herein and in Schedule 2.17 hereto, provided that (A) except as otherwise specifically provided in Section 2.062.10(b), all Canadian Borrower Revolving Loans made as part of the same Borrowing shall at all times consist of Canadian Borrower Revolving Loans of the same Type, and (B) unless the Administrative Agent otherwise agrees in its sole discretion or the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), prior to the 90th day following the Initial Borrowing Date, (x) Canadian Borrower Revolving Loans may be incurred and maintained as, and/or converted into, LIBO Rate Loans only so long as all such outstanding LIBO Rate Loans, together with all outstanding Term Loans and U.S. Borrower Revolving Loans that are maintained as LIBO Rate Loans, are subject to an Interest Period of one month which begins and ends on the same day (with the first such Interest Period to begin no earlier than three Business Days and no later than 5 Business Days following the Initial Borrowing Date) and (y) Canadian Borrower Revolving Loans may be incurred and maintained as and/or converted into, Bankers’ Acceptance Loans only so long as such outstanding Bankers’ Acceptance Loans have a term to maturity of 30 days; (iii) may be repaid and reborrowed in accordance with the provisions hereof; (iv) shall not be made (and shall not be required to be made) by any Canadian Borrower RL Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Individual Canadian Borrower RL Exposure of such Canadian Borrower RL Lender to exceed the amount of its Canadian Borrower Revolving Loan Commitment at such time; and (v) shall not be made (and shall not be required to be made) by any Canadian Borrower RL Lender if the making of same would cause the Aggregate Canadian Borrower RL Exposure (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) to exceed the Total Canadian Borrower Revolving Loan Commitment as then in effect.
(f) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, at any time and from time to time on or after the Initial Borrowing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a “Swingline Loan” and, collectively, the “Swingline Loans”) to the U.S. Borrower, which Swingline Loans (i) shall be incurred and maintained as Base Rate Loans, (ii) shall be denominated and repayable in U.S. Dollars, (iii) shall may be disbursed on any Borrowing Daterepaid and reborrowed in accordance with the provisions hereof, (iv) disbursed shall not be made (and shall not be required to be made) if the making of same would cause the Aggregate U.S. RL Exposure (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any Borrowing Date amounts theretofore outstanding pursuant to this Agreement) to exceed the Total U.S. Borrower Revolving Loan Commitment as then in effect, and (v) shall not exceed on in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 2.01(f), the Swingline Lender shall not make any Swingline Loan after it has received written notice from the U.S. Borrower, any other Credit Party or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such Borrowing Date for time as the Swingline Lender shall have received written notice (A) of rescission of all Lenders such notices from the Dollar Equivalent party or parties originally delivering such notice or notices or (B) of the maximum available amount waiver of such Default or Event of Default by the Required Lenders.
(g) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the U.S. Borrower RL Lenders that the Swingline Lender’s outstanding Swingline Loans shall be funded with one or more Borrowings of U.S. Borrower Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 11.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 11), in which case one or more Borrowings of U.S. Borrower Revolving Loans constituting Base Rate Loans (each such Borrowing, a “Mandatory U.S. RL Borrowing”) shall be made on the immediately succeeding Business Day by all U.S. Borrower RL Lenders pro rata based on each such U.S. Borrower RL Lender’s U.S. Borrower RL Percentage (determined before giving effect to any termination of the U.S. Borrower Revolving Loan Commitments pursuant to the last paragraph of Section 11) and the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each U.S. Borrower RL Lender hereby irrevocably agrees to make U.S. Borrower Revolving Loans upon one Business Day’s notice pursuant to each Mandatory U.S. RL Borrowing Date as set forth in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory U.S. RL Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 2.027 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory U.S. RL Borrowing, and (v) disbursed on the amount of the Total U.S. Borrower Revolving Loan Commitment at such time. In the event that any Mandatory U.S. RL Borrowing Date shall cannot exceed for any Lender reason be made on the Dollar Equivalent date otherwise required above (including, without limitation, as a result of the Commitment commencement of a proceeding under the Bankruptcy Code with respect to the U.S. Borrower), then each U.S. Borrower RL Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory U.S. RL Borrowing would otherwise have occurred, but adjusted for any payments received from the U.S. Borrower on or after such date and prior to such purchase) from the Swingline Lender on such Borrowing Date, (vi) disbursed on any Borrowing Date shall not exceed the Dollar Availability on any such Borrowing Date and (vii) shall not participations in the aggregate exceed outstanding Swingline Loans as shall be necessary to cause the Dollar Maximum Amount.
U.S. Borrower RL Lenders to share in such Swingline Loans ratably based upon their respective U.S. Borrower RL Percentages (b) Loans disbursed determined before giving effect to indirectly fund installments and delivery payments any termination of the Revolving Loan Commitments pursuant to the Yard in respect last paragraph of Section 11), provided that (x) Vessel 1 together with 50% all interest payable on the Swingline Loans shall be for the account of the Loans disbursed Swingline Lender until the date as of which the respective participation is required to fund payments of be purchased and, to the Hermes Premium hereunder extent attributable to the purchased participation, shall be herein referred payable to as “Tranche A Loans” the participant from and after such date and (y) Vessel 2 together with 50% of at the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche B Loans”.time any pu
Appears in 2 contracts
Sources: Credit Agreement (Bway Parent Company, Inc.), Credit Agreement (Phoenix Container, Inc.)
The Commitments. Subject to the terms and conditions set forth herein:
(a) Subject each Dollar Lender severally agrees to make Revolving Loans in Dollars to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Dollar Credit Exposure exceeding such Lender’s Dollar Commitment, (ii) the aggregate Revolving Dollar Credit Exposure of all of the Lenders exceeding the Dollar Commitments, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect;
(b) each Multicurrency Lender severally agrees to make Revolving Loans in Dollars or in any Agreed Foreign Currency to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Multicurrency Credit Exposure exceeding such Lender’s Multicurrency Commitment, (ii) the aggregate Revolving Multicurrency Credit Exposure of all of the Lenders exceeding the Multicurrency Commitments, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect;
(c) each Term Lender severally agrees to make or continue a Term Loan in Dollars to the Borrower on the Effective Date in an aggregate principal amount (i) up to but not exceeding such Term Lender’s Initial Term Commitment and upon (ii) that will not result in the total Covered Debt Amount exceeding the Borrowing Base then in effect; and
(d) the Borrower may reallocate all or a portion of any Lender’s Dollar Commitments to Multicurrency Commitments or all or a portion of any Lender’s Multicurrency Commitments to Dollar Commitments, in each case by written notice to the Administrative Agent no later than ten (10) Business Days before the date of the proposed reallocation, in form reasonably satisfactory to the Administrative Agent and with the written consent of any Lender whose commitment is being reallocated; provided that any such reallocation may not be made during the five (5) Business Days prior to the Commitment Termination Date or any Interest Payment Date or date of prepayment pursuant to Sections 2.10(a) through (c). Upon such reallocation, (i) the specified amount of such Lender’s Dollar Commitments or Multicurrency Commitments, as applicable, shall be deemed to be converted to an increase in such Multicurrency Commitments or Dollar Commitments, as applicable, for all purposes hereof, (ii) each Revolving Lender shall purchase or sell Dollar Loans and/or Multicurrency Loans, as applicable, at par to the other Lenders as specified by the Administrative Agent in an amount necessary such that, after giving effect to all such purchases and sales, each Revolving Lender shall have funded its pro rata share of the entire amount of the then outstanding Dollar Loans and Multicurrency Loans and (iii) the Borrower shall pay to the Revolving Lenders of each Class the amounts, if any, payable under Section 2.15 as a result of any resulting prepayment. Within the foregoing limits and subject to the terms and conditions set forth herein, each Lender severally agrees to make on the Borrower may borrow, prepay and after the first Initial Borrowing Date and prior reborrow Revolving Loans. Amounts repaid or prepaid with respect to the Commitment Termination Date and at the times specified in Section 2.02 term loans to the Borrower (each a “Loan” and collectively the “Loans”), which Term Loans (i) shall bear interest in accordance with Section 2.06, (ii) shall may not be denominated and repayable in Dollars, (iii) shall be disbursed on any Borrowing Date, (iv) disbursed on any Borrowing Date shall not exceed on such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date as set forth in Section 2.02, (v) disbursed on any Borrowing Date shall not exceed for any Lender the Dollar Equivalent of the reborrowed. The Term Commitment of each Term Lender shall automatically terminate upon such Term Lender on such Borrowing Date, (vi) disbursed on any Borrowing Date shall not exceed the Dollar Availability on any such Borrowing Date and (vii) shall not in the aggregate exceed the Dollar Maximum Amountfully funding its Term Commitment.
(b) Loans disbursed to indirectly fund installments and delivery payments to the Yard in respect of (x) Vessel 1 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche A Loans” and (y) Vessel 2 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche B Loans”.
Appears in 2 contracts
Sources: Senior Secured Credit Agreement (Blackstone Secured Lending Fund), Senior Secured Credit Agreement (Blackstone Private Credit Fund)
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with (x) a Term B-1 Loan Commitment severally agrees to make on and after the first Initial Borrowing Date and prior Term B-1 Loans to the Borrower, and (y) a Term B-2 Term Loan Commitment Termination Date and at the times specified in Section 2.02 term loans severally agrees to make Term B-2 Loans to the Borrower (Borrower, in each a “Loan” and collectively the “Loans”), case which Initial Term Loans (i) shall bear interest in accordance with Section 2.06be incurred by the Borrower pursuant to a single drawing on the Closing Date, (ii) shall be denominated and repayable in U.S. Dollars, (iii) shall except as hereinafter provided, at the option of the Borrower, be disbursed incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on any the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid or prepaid, Initial Term Loans may not be reborrowed.
(b) Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time for a given Tranche of Incremental Term Loans severally agrees to make term loans (each, an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) to the Borrower, which Incremental Term Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall, except as hereinafter provided, at the option of the Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, and (iv) disbursed on any Borrowing Date shall not exceed on such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date as set forth in Section 2.02, (v) disbursed on any Borrowing Date shall not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereof, the Dollar Equivalent of the Incremental Term Loan Commitment of such Incremental Term Loan Lender for such Tranche (before giving effect to the termination thereof on such Borrowing Datedate pursuant to Section 4.02(b)). Once repaid, (vi) disbursed on any Borrowing Date shall Incremental Term Loans may not exceed the Dollar Availability on any such Borrowing Date and (vii) shall not in the aggregate exceed the Dollar Maximum Amount.
(b) Loans disbursed to indirectly fund installments and delivery payments to the Yard in respect of (x) Vessel 1 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche A Loans” and (y) Vessel 2 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche B Loans”.reborrowed
Appears in 2 contracts
Sources: Term Loan Credit Agreement, Term Loan Credit Agreement (OCI Partners LP)
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender Bank with an A Term Loan Commitment severally agrees to make make, on the Restatement Effective Date, a term loan (each, an "A Term Loan" and, collectively, the "A Term Loans") to the Borrower, which A Term Loans (i) shall be made and initially maintained as a single Borrowing of Base Rate Loans (subject to the option to convert such Base Rate Loans pursuant to Section 1.06) and (ii) shall not exceed for any Bank, in initial aggregate principal amount, that amount which equals the A Term Loan Commitment of such Bank on such date (before giving effect to any reductions thereto on such date pursuant to Section 2.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 2.03(b)(ii)). Once repaid, A Term Loans incurred hereunder may not be reborrowed.
(b) Subject to and upon the terms and conditions set forth herein, each Bank with a B Term Loan Commitment severally agrees to make, on the Restatement Effective Date, a term loan (each, a "B Term Loan" and, collectively, the "B Term Loans") to the Borrower, which B Term Loans (i) shall be made and initially maintained as a single Borrowing of Base Rate Loans (subject to the option to convert such B Term Loans pursuant to Section 1.06) and (ii) shall not exceed for any Bank, in initial aggregate principal amount, that amount which equals the B Term Loan Commitment of such Bank on such date (before giving effect to any reductions thereto on such date pursuant to Section 2.03(c)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 2.03(c)(ii)). Once repaid, B Term Loans incurred hereunder may not be reborrowed.
(c) Subject to and upon the terms and conditions set forth herein, each Bank with an Acquisition Loan Commitment severally agrees to make, at any time and from time to time after the first Initial Borrowing Restatement Effective Date and prior to the Commitment Acquisition Loan Termination Date and at Date, a loan or loans (each an "Acquisition Loan" and, collectively, the times specified in Section 2.02 term loans "Acquisition Loans") to the Borrower (each a “Loan” and collectively the “Loans”)Borrower, which Acquisition Loans (i) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans; provided that (x) except as otherwise specifically provided in Section 1.10(b) all Acquisition Loans comprising the same Borrowing shall bear interest in accordance with Section 2.06, at all times be of the same Type and (y) no Eurodollar Loans may be incurred prior to the Syndication Termination Date and (ii) shall be denominated and repayable in Dollars, (iii) shall be disbursed on any Borrowing Date, (iv) disbursed on any Borrowing Date shall not exceed on such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date as set forth in Section 2.02, (v) disbursed on any Borrowing Date shall not exceed for any Lender Bank at any time outstanding that aggregate principal amount which equals the Dollar Equivalent of the Acquisition Loan Commitment of such Lender Bank at such time after giving effect to any reductions thereto on or prior to such date pursuant to Section 2.03(d)(ii)). Once repaid, Acquisition Loans incurred may be reborrowed prior to the Acquisition Loan Termination Date in accordance with the provisions hereof.
(d) Subject to and upon the terms and conditions set forth herein, each Bank with a Revolving Loan Commitment severally agrees at any time and from time to time after the Restatement Effective Date and prior to the Revolving Loan Maturity Date, to make a loan or loans (each a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans; provided that (x) except as otherwise specifically provided in Section 1.10(b) all Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (y) no Eurodollar Loans may be incurred prior to the Syndication Termination Date except that Eurodollar Loans may be incurred on the Initial Eurodollar Loan Borrowing Date so long as any Eurodollar Loans incurred on such Borrowing Datedate have an Interest Period equal to one month, (viii) disbursed on any Borrowing Date may be repaid and reborrowed in accordance with the provisions hereof, and (iii) shall not exceed the Dollar Availability on for any such Borrowing Date and (vii) shall not in the Bank at any time outstanding that aggregate exceed the Dollar Maximum Amount.
(b) Loans disbursed to indirectly fund installments and delivery payments principal amount which, when added to the Yard in respect product of (x) Vessel 1 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche A Loans” such Bank's Percentage and (y) Vessel 2 together the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with 50% the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans), equals the Loans disbursed to fund payments Revolving Loan Commitment of the Hermes Premium hereunder shall be herein referred to as “Tranche B Loans”such Bank at such time.
Appears in 2 contracts
Sources: Credit Agreement (Vantas Inc), Credit Agreement (Reckson Services Industries Inc)
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Revolving Lender severally agrees to make make, at any time and from time to time on and or after the first Initial Borrowing Closing Date and prior to the Commitment Termination Date and at applicable Maturity Date, a revolving loan or revolving loans (each, a “Revolving Loan” and, collectively, the times specified in Section 2.02 term loans “Revolving Loans”) to the Borrower (each a “Loan” and collectively the “Loans”)Borrower, which Revolving Loans (i) shall bear interest be denominated in Dollars, (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Loans; provided that except as otherwise specifically provided in Section 2.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iii) may be repaid and reborrowed in accordance with Section 2.06the provisions hereof (without premium or penalty) and (iv) shall not exceed for any such Revolving Lender at any time outstanding that aggregate principal amount which, when added to the product of (x) such Revolving Lender’s Revolving Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans or Swingline Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Lender at such time.
(b) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, at any time and from time to time on or after the Closing Date and prior to the applicable Maturity Date, a revolving loan or revolving loans (each, a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower, which Swingline Loans (i) shall be incurred and maintained as Base Rate Loans, (ii) shall be denominated and repayable in Dollars, (iii) shall may be disbursed on any Borrowing Daterepaid and reborrowed in accordance with the provisions hereof, (iv) disbursed on any Borrowing Date shall not exceed on in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the aggregate amount of all Letter of Credit Outstandings at such Borrowing Date for all Lenders time, an amount equal to the Dollar Equivalent of the maximum available amount for Total Revolving Loan Commitment at such Borrowing Date as set forth in Section 2.02, time and (v) disbursed on any Borrowing Date shall not exceed for in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 2.01(b), the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Dollar Equivalent Borrower, any other Credit Party or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices, (B) of the Commitment cure of such Lender on Default or Event of Default or (C) of the waiver of such Borrowing Date, (vi) disbursed on any Borrowing Date shall not exceed Default or Event of Default by the Dollar Availability on any such Borrowing Date and (vii) shall not in the aggregate exceed the Dollar Maximum AmountRequired Lenders.
(bc) Loans disbursed to indirectly fund installments and delivery payments On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Yard Revolving Lenders that the Swingline Lender’s outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Specified Default or upon the exercise of any of the remedies provided in Section 11), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all Revolving Lenders pro rata based on each such Revolving Lender’s Revolving Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to Section 11) and the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Lender hereby irrevocably agrees to make Revolving Loans upon one (1) Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 7 are then satisfied (or waived), (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing, and (v) the amount of the Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under Bankruptcy Law with respect to the Borrower), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the Revolving Lenders to share in such Swingline Loans ratably based upon their respective Revolving Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to Section 11); provided that (x) Vessel 1 together with 50% all interest payable on the Swingline Loans shall be for the account of the Loans disbursed Swingline Lender until the date as of which the respective participation is required to fund payments of be purchased and, to the Hermes Premium hereunder extent attributable to the purchased participation, shall be herein referred payable to as “Tranche A Loans” the participant from and after such date and (y) Vessel 2 together at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.
(d) If the Maturity Date shall have occurred in respect of any tranche of Revolving Loan Commitments at a time when another tranche or tranches of Revolving Loan Commitments is or are in effect with 50% a longer Maturity Date, then on the earliest occurring Maturity Date all then outstanding Swingline Loans shall be repaid in full on such date (and there shall be no adjustment to the participations in such Swingline Loans as a result of the occurrence of such Maturity Date); provided, however, that if on the occurrence of such earliest Maturity Date (after giving effect to any repayments of Revolving Loans disbursed and any reallocation of Letter of Credit participations as contemplated in Section 3.07), no Specified Default then exists or would result therefrom and there shall exist sufficient Unutilized Revolving Loan Commitments with a later Maturity Date or Maturity Dates so that the respective outstanding Swingline Loans could be incurred pursuant the Revolving Loan Commitments which will remain in effect after the occurrence of such Maturity Date, then, subject to fund payments the consent of the Hermes Premium hereunder Swingline Lender, there shall be herein referred an automatic adjustment on such date of the participations in such Swingline Loans and same shall be deemed to as “Tranche B Loans”have been incurred solely pursuant to the relevant Revolving Loan Commitments with a later Maturity Date or Maturity Dates, and such Swingline Loans shall not be so required to be repaid in full on such earliest Maturity Date.
Appears in 2 contracts
Sources: Credit Agreement (PPL Energy Supply LLC), Credit Agreement (Talen Energy Holdings, Inc.)
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with an Initial Term Loan Commitment severally agrees to make on and after the first an Initial Borrowing Date and prior Term Loan to the Commitment Termination Date and at the times specified Borrower in Section 2.02 term loans to the Borrower (each a “Loan” and collectively the “Loans”)Dollars, which Initial Term Loans (i) shall bear interest in accordance with Section 2.06be incurred by Borrower pursuant to a single drawing on the Closing Date, (ii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that all Initial Term Loans comprising the same Borrowing shall at all times be denominated of the same Type, and repayable in Dollars, (iii) shall be disbursed made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid, Initial Term Loans may not be reborrowed.
(b) Subject to and upon the terms and conditions set forth herein and relying upon the representations and warranties herein set forth, each Revolving Lender with a Closing Date Revolving Commitment agrees, severally and not jointly, to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Initial Revolving Loans”) to Borrower, at any time and from time to time on and after the Closing Date until the earlier of one Business Day prior to the Initial Maturity Date for Initial Revolving Loans and the termination of the Closing Date Revolving Commitment of such Revolving Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in such Lend▇▇’▇ Revolving Exposure with respect to Initial Revolving Loans exceeding such Lend▇▇’▇ Closing Date Revolving Commitment. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow the Initial Revolving Loans.
(c) Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make Incremental Term Loans to Borrower, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) [reserved], (iii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that all Incremental Term Loans of a given Tranche made as part of the same Borrowing shall at all times consist of Incremental Term Loans of the same Type, and (iv) disbursed on any Borrowing Date shall not exceed on such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date as set forth in Section 2.02, (v) disbursed on any Borrowing Date shall not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereof, the Dollar Equivalent of the Incremental Term Loan Commitment of such Incremental Term Loan Lender for such Tranche (before giving effect to the termination thereof on such Borrowing Datedate pursuant to Section 4.02(b)). Once repaid, (vi) disbursed on any Borrowing Date shall Incremental Term Loans may not exceed the Dollar Availability on any such Borrowing Date and (vii) shall not in the aggregate exceed the Dollar Maximum Amountbe reborrowed.
(bd) Loans disbursed Each Lender may, at its option, make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to indirectly fund installments and delivery payments make such Loan; provided that any exercise of such option shall not (i) affect in any manner the obligation of Borrower to repay such Loan in accordance with the terms of this Agreement or (ii) excuse or relieve any Lender from its Commitment to make any such Loan to the Yard in respect of (x) Vessel 1 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche A Loans” and (y) Vessel 2 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche B Loans”extent not so made by such branch or Affiliate.
Appears in 2 contracts
Sources: Credit Agreement (McGraw Hill, Inc.), Credit Agreement (McGraw Hill, Inc.)
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with an Initial Term Loan Commitment severally agrees to make on and after the first an Initial Borrowing Date and prior Term Loan to the Commitment Termination Date and at the times specified in Section 2.02 term loans to the Borrower (each a “Loan” and collectively the “Loans”)Borrower, which Initial Term Loans (i) shall bear interest be incurred by Borrower pursuant to a single drawing on the Closing Date, (ii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or Term Benchmark Term Loans; provided that all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iii) shall be made by each such Lender in accordance that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid, Initial Term Loans may not be reborrowed.
(b) Subject to and upon the terms and conditions set forth herein, each Lender with Section 2.06an Incremental Term Loan Commitment from time to time severally agrees to make term loans (each, an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) to Borrower, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) shall be denominated and repayable in Dollars, (iii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Term Loans or Term Benchmark Term Loans; provided that all Incremental Term Loans of a given Tranche made as part of the same Borrowing shall be disbursed on any Borrowing Dateat all times consist of Incremental Term Loans of the same Type, and (iv) disbursed on any Borrowing Date shall not exceed on such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date as set forth in Section 2.02, (v) disbursed on any Borrowing Date shall not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereof, the Dollar Equivalent of the Incremental Term Loan Commitment of such Incremental Term Loan Lender for such Tranche (before giving effect to the termination thereof on such Borrowing Datedate pursuant to Section 4.02(b)). Once repaid, (vi) disbursed on any Borrowing Date shall Incremental Term Loans may not exceed the Dollar Availability on any such Borrowing Date and (vii) shall not in the aggregate exceed the Dollar Maximum Amountbe reborrowed.
(bc) Subject to and upon the terms and conditions set forth herein and in Amendment No. 2, each Rollover Original Term Lender severally agrees to exchange its Exchanged Original Term Loans disbursed to indirectly fund installments and delivery payments to for a like principal amount of Term B Loans on the Yard in respect of (x) Vessel 1 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche A Loans” and (y) Vessel 2 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche B Loans”.Amendment No. 2
Appears in 2 contracts
Sources: Term Loan Credit Agreement (Ingram Micro Holding Corp), Term Loan Credit Agreement (Ingram Micro Holding Corp)
The Commitments. Subject to the terms and conditions set forth herein (including Section 2.07(f)):
(a) Subject each Dollar Lender agrees to make Revolving Loans in Dollars to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Dollar Credit Exposure exceeding such Lender’s Dollar Commitment, (ii) the aggregate Revolving Dollar Credit Exposure of all of the Lenders exceeding the Dollar Commitments, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect;
(b) each Multicurrency Lender agrees to make Revolving Loans in Dollars or in any Agreed Foreign Currency to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Multicurrency Credit Exposure exceeding such Lender’s Multicurrency Commitment, (ii) the aggregate Revolving Multicurrency Credit Exposure of all of the Lenders exceeding the Multicurrency Commitments, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect; and
(c) each Term Lender agrees to make a Term Loan to the Borrower on the Restatement Effective Date in an aggregate principal amount (i) up to but not exceeding such Term Lender’s Term Commitment and upon (ii) that will not result in the total Covered Debt Amount exceeding the Borrowing Base then in effect, provided that such Term Loans may be effected by book entry to the extent such Term Loans were extended to the Borrower under the Existing Credit Agreement and have not been repaid. Within the foregoing limits and subject to the terms and conditions set forth herein, each Lender severally agrees to make on the Borrower may borrow, prepay and after the first Initial Borrowing Date and prior reborrow Revolving Loans. Amounts repaid or prepaid with respect to the Commitment Termination Date and at the times specified in Section 2.02 term loans to the Borrower (each a “Loan” and collectively the “Loans”), which Term Loans (i) shall bear interest in accordance with Section 2.06, (ii) shall may not be denominated and repayable in Dollars, (iii) shall be disbursed on any Borrowing Date, (iv) disbursed on any Borrowing Date shall not exceed on such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date as set forth in Section 2.02, (v) disbursed on any Borrowing Date shall not exceed for any Lender the Dollar Equivalent of the reborrowed. The Term Commitment of each Term Lender shall automatically terminate upon such Term Lender on such Borrowing Date, (vi) disbursed on any Borrowing Date shall not exceed the Dollar Availability on any such Borrowing Date and (vii) shall not in the aggregate exceed the Dollar Maximum Amountfully funding its Term Commitment.
(b) Loans disbursed to indirectly fund installments and delivery payments to the Yard in respect of (x) Vessel 1 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche A Loans” and (y) Vessel 2 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche B Loans”.
Appears in 2 contracts
Sources: Senior Secured Credit Agreement (Ares Capital Corp), Senior Secured Credit Agreement (Ares Capital Corp)
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender severally agrees to make make, at any time and from time to time on and or after the first Initial Borrowing Closing Date and prior to the Commitment Termination Date and at the times specified in Section 2.02 term Revolving Loan Maturity Date, a revolving loan or revolving loans (each, a “Revolving Loan”) to the Borrower (each a “Loan” and collectively the “Loans”)Borrower, which Revolving Loans (i) shall bear interest be denominated in U.S. Dollars, (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBO Rate Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iii) may be repaid and reborrowed in accordance with Section 2.06the provisions hereof, (iv) shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the RL Exposure of such Lender to exceed the amount of its Revolving Loan Commitment at such time and (v) shall not be made (and shall not be required to be made) by any Lender if the making of same would cause the RL Exposure (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) to exceed the Total Revolving Loan Commitment as then in effect.
(b) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, at any time and from time to time on or after the Closing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower, which Swingline Loans (i) shall be incurred and maintained as Base Rate Loans, (ii) shall be denominated and repayable in U.S. Dollars, (iii) shall may be disbursed on any Borrowing Daterepaid and reborrowed in accordance with the provisions hereof, (iv) disbursed shall not be made (and shall not be required to be made) if the making of same would cause the RL Exposure (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any Borrowing Date amounts theretofore outstanding pursuant to this Agreement) to exceed the Total Revolving Loan Commitment as then in effect and (v) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 2.01(b), the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower, any other Credit Party or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default by the Required Lenders.
(c) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Lenders that the Swingline Lender’s outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 11.05 in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a “Mandatory RL Borrowing”) shall be made on such Borrowing Date for the immediately succeeding Business Day by all Lenders pro rata based on each such Lender’s RL Percentage and the Dollar Equivalent proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day’s notice pursuant to each Mandatory RL Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the maximum available amount for such Mandatory RL Borrowing Date as set forth may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 2.026 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory RL Borrowing and (v) disbursed on the amount of the Total Revolving Loan Commitment at such time. In the event that any Mandatory RL Borrowing Date shall cannot exceed for any Lender reason be made on the Dollar Equivalent date otherwise required above (including, without limitation, as a result of the Commitment commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory RL Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender on such Borrowing Date, (vi) disbursed on any Borrowing Date shall not exceed the Dollar Availability on any such Borrowing Date and (vii) shall not participations in the aggregate exceed outstanding Swingline Loans as shall be necessary to cause the Dollar Maximum Amount.
(b) Lenders to share in such Swingline Loans disbursed to indirectly fund installments and delivery payments to the Yard in respect of ratably based upon their respective RL Percentages, provided that (x) Vessel 1 together with 50% all interest payable on the Swingline Loans shall be for the account of the Loans disbursed Swingline Lender until the date as of which the respective participation is required to fund payments of be purchased and, to the Hermes Premium hereunder extent attributable to the purchased participation, shall be herein referred payable to as “Tranche A Loans” the participant from and after such date and (y) Vessel 2 together with 50% at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory RL Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.
(d) If the Revolving Loan Maturity Date shall have occurred at a time when Revolving Loan Commitments extended pursuant to Section 2.14 (such Commitments, the “Extended Revolving Loan Commitments”) are in effect, then on the Revolving Loan Maturity Date all then outstanding Swingline Loans shall be repaid in full on such date (and there shall be no adjustment to the participations in such Swingline Loans as a result of the Loans disbursed to fund payments occurrence of such Revolving Loan Maturity Date); provided that, if on the occurrence of the Hermes Premium hereunder Revolving Loan Maturity Date (after giving effect to any repayments of Revolving Loans and any reallocations of Letter of Credit participations as contemplated in Section 3.07), there shall exist sufficient unutilized Extended Revolving Loan Commitments so that the respective outstanding Swingline Loans could be incurred pursuant to the Extended Revolving Loan Commitments, which will remain in effect after the occurrence of the Revolving Loan Maturity Date, then there shall be herein referred an automatic adjustment on such date of the participations in such Swingline Loans and same shall be deemed to as “Tranche B Loans”have been incurred solely pursuant to the Extended Revolving Loan Commitments and such Swingline Loans shall not be so required to be repaid in full on the Revolving Loan Maturity Date.
Appears in 2 contracts
Sources: Revolving Credit Agreement, Revolving Credit Agreement (OCI Partners LP)
The Commitments. (a) Subject to and upon the terms and --------------- conditions set forth herein, each Bank with a Tranche A Term Loan Commitment ("Tranche A Term Loan Banks") severally agrees to make on the Effective Date a --------------------------- term loan (each such term loan, a "Tranche A Term Loan" and, collectively, the ------------------- "Tranche A Term Loans") to the Borrower, which Tranche A Term Loans (i) shall be --------------------- made and initially maintained as a single Borrowing of Base Rate Loans (subject to the option to convert such Tranche A Term Loans pursuant to Section 1.06); provided that, except as otherwise specifically provided in Section 1.10(b), all -------- Tranche A Term Loans comprising the same Borrowing shall at all times be of the same Type, and (ii) shall equal for each Bank, in initial aggregate principal amount, an amount which equals the Tranche A Term Loan Commitment of such Bank on the Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(a)). Once repaid, Tranche A Term Loans incurred hereunder may not be reborrowed.
(b) Subject to and upon the terms and conditions set forth herein, each Lender Bank with a Tranche B Term Loan Commitment ("Tranche B Term Loan Banks") ------------------------- severally agrees to make on the Effective Date a term loan (each such term loan, a "Tranche B Term Loan" and, collectively, the "Tranche B Term Loans") to the ------------------- -------------------- Borrower, which Tranche B Term Loans (i) shall be made and initially maintained as a single Borrowing of Base Rate Loans (subject to the option to convert such Tranche B Term Loans pursuant to Section 1.06); provided that, except as -------- otherwise specifically provided in Section 1.10(b), all Tranche B Term Loans comprising the same Borrowing shall at all times be of the same Type, and (ii) shall equal for each Bank, in initial aggregate principal amount, an amount which equals the Tranche B Term Loan Commitment of such Bank on the Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)). Once repaid, Tranche B Term Loans incurred hereunder may not be reborrowed.
(c) Subject to and upon the terms and conditions set forth herein, each Bank with a Revolving Loan Commitment ("Revolving Loan Banks") severally -------------------- agrees, at any time and from time to time on and after the first Initial Borrowing Effective Date and prior to the Revolving Loan Maturity Date, to make a revolving loan or revolving loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to the -------------- --------------- Borrower, which Revolving Loans (i) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans; provided that (A) except as otherwise -------- specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (B) no Revolving Loans maintained as Eurodollar Loans may be incurred prior to the earlier of (1) the 60th day after the Effective Date or (2) the Syndication Date, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the product of (x) such Bank's Adjusted Percentage and (y) the aggregate amount of all Letter of Credit Outstandings plus all Swingline Loans then outstanding (exclusive of Unpaid Drawings and Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment Termination of such Bank at such time and (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to the amount of all Swingline Loans then outstanding and all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time the Total Revolving Loan Commitment then in effect.
(d) Subject to and upon the terms and conditions herein set forth, BTCo agrees to make at any time and from time to time on and after the Effective Date and at prior to the times specified in Section 2.02 term Swingline Expiry Date, a loan or loans to the Borrower (each each, a “"Swingline Loan” and collectively " and, collectively, the “"Swingline Loans”"), which -------------- --------------- Swingline Loans (i) shall bear interest in accordance with Section 2.06be made and maintained as Base Rate Loans, (ii) shall may be denominated repaid and repayable reborrowed in Dollarsaccordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the Letter of Credit Outstandings (exclusive of Unpaid Drawings relating to Letters of Credit which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, an amount equal to the Total Revolving Loan Commitment then in effect and (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. BTCo shall not be disbursed obligated to make any Swingline Loans at a time when a Bank Default exists unless BTCo has entered into arrangements satisfactory to it and the Borrower to eliminate BTCo's risk with respect to each Bank's (including any Defaulting Bank's) participation in such Swingline Loans, including by cash collateralizing such Defaulting Bank's or Banks' Percentage of the outstanding Swingline Loans. BTCo will not make a Swingline Loan after it has received written notice from the Borrower or the Required Banks stating that a Default or an Event of Default exists until such time as BTCo shall have received a written notice of (i) rescission of such notice from the party or parties originally delivering the same or (ii) a waiver of such Default or Event of Default from the Required Banks.
(e) On any Business Day, BTCo may, in its sole discretion, give notice to the Revolving Loan Banks and the Borrower that all outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided -------- that each such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately ------------------- succeeding Business Day by all Revolving Loan Banks pro rata based on each --- ---- Bank's Percentage, and the proceeds thereof shall be applied directly to repay BTCo for such outstanding Swingline Loans. Each Revolving Loan Bank hereby irrevocably agrees to make Base Rate Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any Borrowing Dateconditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) disbursed on any the date of such Mandatory Borrowing Date shall not exceed on such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date as set forth in Section 2.02, and (v) disbursed on any reduction in the Total Revolving Loan Commitment after any such Swingline Loans were made. In the event that any Mandatory Borrowing Date shall cannot exceed for any Lender reason be made on the Dollar Equivalent date otherwise required above (including, without limitation, as a result of the Commitment commencement of such Lender on such Borrowing Date, (vi) disbursed on any Borrowing Date shall not exceed a proceeding under the Dollar Availability on any such Borrowing Date and (vii) shall not in the aggregate exceed the Dollar Maximum Amount.
(b) Loans disbursed to indirectly fund installments and delivery payments to the Yard Bankruptcy Code in respect of the Borrower), each Revolving Loan Bank (xother than BTCo) Vessel 1 together with 50% hereby agrees that it shall forthwith purchase from BTCo (without recourse or warranty) such assignment of the outstanding Swingline Loans disbursed to fund payments of the Hermes Premium hereunder as shall be herein referred necessary to as “Tranche A Loans” and (y) Vessel 2 together with 50% of cause the Revolving Loan Banks to share in such Swingline Loans disbursed to fund payments of ratably based upon their respective Percentages; provided that all interest payable on the Hermes Premium hereunder -------- Swingline Loans shall be herein referred for the account of BTCo until the date the respective assignments is purchased and, to as “Tranche B Loans”the extent attributable to the purchased assignment, shall be payable to the Bank purchasing same from and after such date of purchase.
Appears in 2 contracts
Sources: Credit Agreement (Coinmach Corp), Credit Agreement (Coinmach Laundry Corp)
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with an Initial Term Loan Commitment severally agrees to make on and after the first an Initial Borrowing Date and prior Term Loan to the Commitment Termination Date and at the times specified Borrower in Section 2.02 term loans to the Borrower (each a “Loan” and collectively the “Loans”)Dollars, which Initial Term Loans (i) shall bear interest in accordance with Section 2.06be incurred by Borrower pursuant to a single drawing on the Closing Date, (ii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Loans or Term SOFR Loans; provided that all Initial Term Loans comprising the same Borrowing shall at all times be denominated of the same Type, and repayable in Dollars, (iii) shall be disbursed on any Borrowing Date, (iv) disbursed on any Borrowing Date shall made by each such Lender in that aggregate principal amount which does not exceed on such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date as set forth in Section 2.02, (v) disbursed on any Borrowing Date shall not exceed for any Lender the Dollar Equivalent of the Initial Term Loan Commitment of such Lender on such Borrowing Datethe Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid, (vi) disbursed on any Borrowing Date shall Initial Term Loans may not exceed the Dollar Availability on any such Borrowing Date and (vii) shall not in the aggregate exceed the Dollar Maximum Amountbe reborrowed.
(b) Loans disbursed Subject to indirectly fund installments and delivery payments upon the terms and conditions set forth herein and relying upon the representations and warranties herein set forth, each Revolving Lender with a Closing Date Revolving Commitment agrees, severally and not jointly, to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Initial Revolving Loans”) to Borrower, at any time and from time to time on and after the Closing Date until the earlier of one Business Day prior to the Yard Initial Maturity Date for Initial Revolving Loans of the applicable Tranche and the termination of the Closing Date Revolving Commitment of such Revolving Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in such ▇▇▇▇▇▇’s Revolving Exposure with respect to Initial Revolving Loans exceeding such ▇▇▇▇▇▇’s Closing Date Revolving Commitment. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow the Initial Revolving Loans. Prior to the Initial Maturity Date for Initial Revolving Loans. , all Revolving Loans shall be made on a pro rata basis by 2024 Revolving Lenders and Initial Revolving Lenders in accordance with their respective Revolving Commitments; and all repayments under the Revolving Loans shall be made on a pro rata basis; provided, that on the Non-Extended Maturity Date, any repayments by the Borrower of any Initial Revolving Loans made by an Initial Revolving Lender may be made on a non-pro rata basis with any 2024 Revolving Loans.
(c) Subject to and upon the terms and conditions set forth herein and in Amendment No. 5, (i) the Additional 2024 Term Loan ▇▇▇▇▇▇ agrees to make a 2024 Term Loan to the Borrower in Dollars on the Amendment No. 5 Effective Date in an amount not to exceed the amount of its Additional 2024 Term Loan Commitment and (ii) each Converted Initial Term Loan of each Amendment No. 5 Consenting Term Lender shall be converted into a 2024 Term Loan of such Lender effective as of the Amendment No. 5 Effective Date in a principal amount equal to the principal amount of such Lender’s Initial Term Loan immediately prior to such conversion (or such lesser amount notified to such Amendment No. 5 Consenting Term Lender by the Administrative Agent). The 2024 Term Loans shall (x) Vessel 1 together with 50% of be incurred by Borrower pursuant to a single drawing on the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche A Loans” Amendment No. 5 Effective Date and (y) Vessel 2 together with 50% except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or Term SOFR Loans; provided that all 2024 Term Loans comprising the same Borrowing shall at all times be of the same Type. Once repaid, Term Loans disbursed may not be reborrowed. The initial Interest Period with respect to fund payments of the Hermes Premium hereunder 2024 Term Loans (the “Initial Interest Period”) shall be herein referred to as “Tranche B Loans”commence on the Amendment No. 5 Effective Date and end on September 30, 2024.
Appears in 2 contracts
Sources: Credit Agreement (McGraw Hill, Inc.), Credit Agreement (McGraw Hill, Inc.)
The Commitments. Subject to the terms and conditions set forth herein:
(a) Subject each Dollar Lender severally agrees to make Revolving Loans in Dollars to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Dollar Credit Exposure exceeding such Lender’s Dollar Commitment, (ii) the aggregate Revolving Dollar Credit Exposure of all of the Lenders exceeding the Dollar Commitments, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect;
(b) each Multicurrency Lender severally agrees to make Revolving Loans in Dollars or in any Agreed Foreign Currency to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Multicurrency Credit Exposure exceeding such Lender’s Multicurrency Commitment, (ii) the aggregate Revolving Multicurrency Credit Exposure of all of the Lenders exceeding the Multicurrency Commitments, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect;
(c) [reserved]; andeach Term Lender severally agrees to make a Term Loan in Dollars to the Borrower on the First Amendment Effective Date in an aggregate principal amount (i) up to but not exceeding such Term Lender’s Initial Term Commitment and upon (ii) that will not result in the total Covered Debt Amount exceeding the Borrowing Base then in effect; and
(d) the Borrower may reallocate all or a portion of any Lender’s Dollar Commitments to Multicurrency Commitments or all or a portion of any Lender’s Multicurrency Commitments to Dollar Commitments, in each case by written notice to the Administrative Agent no later than ten (10) Business Days before the date of the proposed reallocation, in form reasonably satisfactory to the Administrative Agent and with the written consent of any Lender whose commitment is being reallocated; provided that any such reallocation (i) may not be made during the five (5) Business Days prior to the Commitment Termination Date or any Interest Payment Date or date of prepayment pursuant to Sections 2.10(a) through (c) and (ii) shall not cause any Lender’s Revolving Dollar Credit Exposure to exceed its Dollar Commitments or cause any Lender’s Revolving Multicurrency Credit Exposure to exceed its Multicurrency Commitments. Upon such reallocation, (i) the specified amount of such Lender’s Dollar Commitments or Multicurrency Commitments, as applicable, shall be deemed to be converted to an increase in such Multicurrency Commitments or Dollar Commitments, as applicable, for all purposes hereof, (ii) each Revolving Lender shall purchase or sell Dollar Loans and/or Multicurrency Loans, as applicable, at par to the other Lenders as specified by the Administrative Agent in an amount necessary such that, after giving effect to all such purchases and sales, each Revolving Lender shall have funded its pro rata share of the entire amount of the then outstanding Dollar Loans and Multicurrency Loans and (iii) the Borrower shall pay to the Revolving Lenders of each Class the amounts, if any, payable under Section 2.15 as a result of any resulting prepayment. Within the foregoing limits and subject to the terms and conditions set forth herein, each Lender severally agrees to make on the Borrower may borrow, prepay and after the first Initial Borrowing Date and prior reborrow Revolving Loans. Amounts repaid or prepaid with respect to the Commitment Termination Date and at the times specified in Section 2.02 term loans to the Borrower (each a “Loan” and collectively the “Loans”), which Term Loans (i) shall bear interest in accordance with Section 2.06, (ii) shall may not be denominated and repayable in Dollars, (iii) shall be disbursed on any Borrowing Date, (iv) disbursed on any Borrowing Date shall not exceed on such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date as set forth in Section 2.02, (v) disbursed on any Borrowing Date shall not exceed for any Lender the Dollar Equivalent of the reborrowed. The Term Commitment of each Term Lender shall automatically terminate upon such Term Lender on such Borrowing Date, (vi) disbursed on any Borrowing Date shall not exceed the Dollar Availability on any such Borrowing Date and (vii) shall not in the aggregate exceed the Dollar Maximum Amountfully funding its Term Commitment.
(b) Loans disbursed to indirectly fund installments and delivery payments to the Yard in respect of (x) Vessel 1 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche A Loans” and (y) Vessel 2 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche B Loans”.
Appears in 2 contracts
Sources: Senior Secured Credit Agreement (Blue Owl Technology Income Corp.), Senior Secured Credit Agreement (Blue Owl Technology Finance Corp. II)
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with an Initial Term Loan Commitment severally agrees to make on and after the first an Initial Borrowing Date and prior Term Loan or Initial Term Loans to the Commitment Termination Date and at the times specified in Section 2.02 term loans to the Borrower (each a “Loan” and collectively the “Loans”)Borrower, which Initial Term Loans (i) shall bear interest in accordance with Section 2.06be incurred by the Borrower pursuant to a single drawing on the Closing Date, (ii) shall be denominated and repayable in U.S. Dollars, (iii) shall except as hereinafter provided, at the option of the Borrower, be disbursed incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans; provided that all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on any the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid, Initial Term Loans may not be reborrowed.
(b) Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make term loans (each, an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) to the Borrower, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall, except as hereinafter provided, at the option of the Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans; provided that all Incremental Term Loans of a given Tranche made as part of the same Borrowing shall at all times consist of Incremental Term Loans of the same Type, and (iv) disbursed on any Borrowing Date shall not exceed on such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date as set forth in Section 2.02, (v) disbursed on any Borrowing Date shall not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereof, the Dollar Equivalent of the Incremental Term Loan Commitment of such Incremental Term Loan Lender for such Tranche (before giving effect to the termination thereof on such Borrowing Datedate pursuant to Section 4.02(b)). Once repaid, (vi) disbursed on any Borrowing Date shall Incremental Term Loans may not exceed the Dollar Availability on any such Borrowing Date and (vii) shall not in the aggregate exceed the Dollar Maximum Amountbe reborrowed.
(b) Loans disbursed to indirectly fund installments and delivery payments to the Yard in respect of (x) Vessel 1 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche A Loans” and (y) Vessel 2 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche B Loans”.
Appears in 2 contracts
Sources: Term Loan Credit Agreement (Vertiv Holdings Co), Term Loan Credit Agreement (Vertiv Holdings Co)
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with an Initial Term Loan Commitment severally agrees to make on and after the first an Initial Borrowing Date and prior Term Loan to the Commitment Termination Date and at the times specified in Section 2.02 term loans to the Borrower (each a “Loan” and collectively the “Loans”)Borrower, which Initial Term Loans (i) shall bear interest be incurred by Borrower pursuant to a single drawing on the Closing Date, (ii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO RateTerm Benchmark Term Loans; provided that all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iii) shall be made by each such Lender in accordance that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid, Initial Term Loans may not be reborrowed.
(b) Subject to and upon the terms and conditions set forth herein, each Lender with Section 2.06an Incremental Term Loan Commitment from time to time severally agrees to make term loans (each, an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) to Borrower, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) shall be denominated and repayable in Dollars, (iii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Term Loans or LIBO RateTerm Benchmark Term Loans; provided that all Incremental Term Loans of a given Tranche made as part of the same Borrowing shall be disbursed on any Borrowing Dateat all times consist of Incremental Term Loans of the same Type, and (iv) disbursed on any Borrowing Date shall not exceed on such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date as set forth in Section 2.02, (v) disbursed on any Borrowing Date shall not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereof, the Dollar Equivalent of the Incremental Term Loan Commitment of such Incremental Term Loan Lender for such Tranche (before giving effect to the termination thereof on such Borrowing Datedate pursuant to Section 4.02(b)). Once repaid, (vi) disbursed on any Borrowing Date shall Incremental Term Loans may not exceed the Dollar Availability on any such Borrowing Date and (vii) shall not in the aggregate exceed the Dollar Maximum Amountbe reborrowed.
(bc) Loans disbursed Each Lender may, at its option, make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to indirectly fund installments and delivery payments make such Loan; provided that any exercise of such option shall not (i) affect in any manner the obligation of Borrower to repay such Loan in accordance with the terms of this Agreement or (ii) excuse or relieve any Lender from its Commitment to make any such Loan to the Yard in respect of (x) Vessel 1 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche A Loans” and (y) Vessel 2 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche B Loans”extent not so made by such branch or Affiliate.
Appears in 2 contracts
Sources: Term Loan Credit Agreement (Ingram Micro Holding Corp), Term Loan Credit Agreement (Ingram Micro Holding Corp)
The Commitments. On the terms and subject to the applicable conditions hereinafter set forth, including, without limitation, Article III:
(a) Subject to and upon the terms and conditions set forth herein, each Revolving Lender severally agrees to make on and after the first Initial Borrowing Date and prior loans to the Borrower (each, a “Revolving Loan”) from time to time on any Business Day during the period from the Amendment and Restatement Date through the end of the Commitment Termination Date Period, in each case in an aggregate principal amount at any one time outstanding up to but not exceeding (i) such ▇▇▇▇▇▇’s Revolving Commitment and (ii) as to all Lenders, the Total Revolving Commitment at such time; provided that, it is expressly acknowledged and agreed that, as of the times specified Amendment and Restatement Date, no Lenders are Revolving Lenders and the Revolving Commitments in Section 2.02 the aggregate equal zero;
(b) each Term Lender severally agrees to make term loans to the Borrower (each each, a “Term Loan” ”) from time to time on any Business Day during the period from the Amendment and collectively Restatement Date through the “Loans”)end of the Commitment Period, which in each case in an aggregate initial principal amount for all such made (and to be made) Term Loans up to but not exceeding (i) shall bear interest in accordance with Section 2.06, such Term Lender’s Term Commitment and (ii) as to all Term Lenders, the Total Term Commitment at such time;
(c) within such limits and subject to the other terms and conditions of this Agreement, the Borrower may borrow (and re-borrow) Revolving Loans under this Section 2.1 and prepay Revolving Loans under Section 2.7. Term Loans, once repaid, may not be reborrowed; and
(d) within such limits and subject to the other terms and conditions of this Agreement, the Borrower shall be denominated and repayable permitted to borrow Term Loans in Dollars, (iii) advance of the settlement of the purchase of one or more additional Collateral Loans or distributions to the Parent. The proceeds of any such Term Loan borrowings shall be disbursed on any Borrowing Date, (iv) disbursed on any Borrowing Date shall not exceed on such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date as set forth in Section 2.02, (v) disbursed on any Borrowing Date shall not exceed for any Lender the Dollar Equivalent of the Commitment of such Lender on such Borrowing Date, (vi) disbursed on any Borrowing Date shall not exceed the Dollar Availability on any such Borrowing Date and (vii) shall not retained in the aggregate exceed the Dollar Maximum AmountCollection Account as Principal Proceeds pending such purchase or distribution and will not be applied to any other purpose.
(b) Loans disbursed to indirectly fund installments and delivery payments to the Yard in respect of (x) Vessel 1 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche A Loans” and (y) Vessel 2 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche B Loans”.
Appears in 2 contracts
Sources: Credit Agreement (Owl Rock Technology Finance Corp.), Credit Agreement (Owl Rock Technology Finance Corp.)
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with an A Term Loan Commitment severally agrees to make a term loan or term loans (each, an “A Term Loan” and, collectively, the “A Term Loans”) to the U.S. Borrower, which A Term Loans (i) shall be incurred pursuant to a single drawing on the Initial Borrowing Date, (ii) shall be denominated in Dollars, (iii) except as hereinafter provided, shall, at the option of the U.S. Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Loans, provided that except as otherwise specifically provided in Section 2.10(b), all A Term Loans comprising the same Borrowing shall at all times be of the same Type and (iv) shall be made by each such Lender in an aggregate principal amount which does not exceed the A Term Loan Commitment of such Lender on the Initial Borrowing Date. Once repaid, A Term Loans incurred hereunder may not be reborrowed.
(b) Subject to and upon the terms and conditions set forth herein, each Lender with a B Term Loan Commitment severally agrees to make a term loan or term loans (each, a “B Term Loan” and, collectively, the “B Term Loans”) to the U.S. Borrower, which B Term Loans (i) shall be incurred pursuant to a single drawing on the Initial Borrowing Date, (ii) shall be denominated in Dollars, (iii) except as hereinafter provided, shall, at the option of the U.S. Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Loans, provided that except as otherwise specifically provided in Section 2.10(b), all B Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each such Lender in an aggregate principal amount which does not exceed the B Term Loan Commitment of such Lender on the Initial Borrowing Date. Once repaid, B Term Loans incurred hereunder may not be reborrowed.
(c) Subject to and upon the terms and conditions set forth herein, each Lender with a Revolving Loan Commitment severally agrees to make, at any time and from time to time on or after the first Initial Borrowing Date and prior to the Commitment Termination Date and at the times specified in Section 2.02 term 2017 Revolving Loan Maturity Date, (x) a revolving loan or revolving loans to the U.S. Borrower (each each, a “U.S. Borrower Revolving Loan” and collectively and, collectively, the “U.S. Borrower Revolving Loans”) and (y) a revolving loan or revolving loans to any Canadian Borrower (each, a “Canadian Borrower Revolving Loan” and, together with the U.S. Borrower Revolving Loans, the “Revolving Loans”). As of the 2014 Revolving Loan Commitment Extension Effective Date, in accordance with and upon the conditions set forth in the Sixth Amendment, (A) the Revolving Loan Commitment (as defined herein immediately prior to the 2014 Revolving Loan Commitment Extension Effective Date) of each Lender outstanding on such date shall be continued hereunder and reclassified as a 2016 Revolving Loan Commitment in the same amount as outstanding immediately prior to the 2014 Revolving Loan Commitment Extension Effective Date and (B) (x) the 2016 Revolving Loan Commitment of each 2016 Revolving Lender described in clause (b) of the definition of “2016 Revolving Lender” shall be continued hereunder on such date as 2016 Revolving Loan Commitments in an amount as set forth on Schedule A of the Sixth Amendment and (y) the 2016 Revolving Loan Commitment of each 2017 Revolving Lender outstanding on such date shall be continued hereunder and be reclassified as a 2017 Revolving Loan Commitment on such date in an amount as set forth on Schedule A of the Sixth Amendment. Such Revolving Loans:
(i) shall be made and maintained in an Available Currency;
(ii) except as hereafter provided, shall, at the option of the applicable Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of (x) Base Rate Loans, Canadian Prime Rate Loans, LIBOR Loans or Canadian CDOR Rate Loans; provided that, except as otherwise specifically provided in Section 2.10(b), all Revolving Loans made as part of the same Borrowing shall at all times consist of Revolving Loans of the same Type;
(iii) may be repaid and reborrowed in accordance with the provisions hereof;
(iv) shall not be made (and shall not be required to be made) by any such Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause (w) the Individual Exposure of a RL Lender to exceed the amount of its Revolving Loan Commitment at such time, (x) the Aggregate Exposure to exceed the Total Revolving Loan Commitment at such time, (y) the Aggregate Canadian Borrower Exposure to exceed $275,000,000 or (z) the Aggregate Canadian Dollar Denominated Exposure to exceed $275,000,000. With respect to 2016 Revolving Lenders, on the 2016 Revolving Loan Maturity Date, all outstanding 2016 Revolving Loans shall be repaid in full. With respect to 2017 Revolving Lenders, on the 2017 Revolving Loan Maturity Date, all outstanding 2017 Revolving Loans shall be repaid in full. For the avoidance of doubt, on and after the 2014 Revolving Loan Commitment Extension Effective Date and prior to the 2016 Revolving Loan Maturity Date, all borrowings of Revolving Loans under this Section 2.01(c) shall be made pro rata between the 2016 Revolving Loan Commitments and the 2017 Revolving Loan Commitments. Any Revolving Loans outstanding on the 2014 Revolving Loan Commitment Extension Effective Date shall be continued as Revolving Loans hereunder; provided that (x) the Revolving Loans of each 2016 Revolving Lender will be continued as “2016 Revolving Loans” hereunder and (y) the Revolving Loans of each 2017 Revolving Lender will be reclassified as 2017 Revolving Loans hereunder. The Revolving Loans (as defined in this Agreement as in effect immediately prior to the 2014 Revolving Loan Commitment Extension Effective Date) of any Revolving Lender having both a 2016 Revolving Loan Commitment and a 2017 Revolving Loan Commitment shall be so reclassified as 2016 Revolving Loans and 2017 Revolving Loans, respectively, in proportion to the relative amounts of such Revolving Lender’s 2016 Revolving Loan Commitment and 2017 Revolving Loan Commitment, respectively.
(d) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, at any time and from time to time on or after the Initial Borrowing Date and prior to the Swingline Expiry Date, (x) a swingline loan or swingline loans to the U.S. Borrower (each, a “U.S. Borrower Swingline Loan” and, collectively, the “U.S. Borrower Swingline Loans”) and (y) a swingline loan or swingline loans to any Canadian Borrower (each, a “Canadian Borrower Swingline Loan” and, together with the U.S. Borrower Swingline Loans, the “Swingline Loans”), which Loans Swingline Loans:
(i) shall bear interest be incurred and maintained in accordance with Section 2.06, an Available Currency;
(ii) shall be denominated made and repayable maintained as Base Rate Loans or Canadian Prime Rate Loans;
(iii) may be repaid and reborrowed in Dollarsaccordance with the provisions hereof; and
(iv) shall not be made (and shall not be required to be made) by the Swingline Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause (w) the Aggregate Exposure to exceed the Total Revolving Loan Commitment at such time, (x) the Aggregate Canadian Borrower Exposure to exceed $275,000,000, (y) the Aggregate Canadian Dollar Denominated Exposure to exceed $275,000,000 or (z) the Aggregate Swingline Exposure to exceed the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 2.01(d), the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the Required Lenders or (B) of the waiver of such Default or Event of Default by the Required Lenders.
(e) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the RL Lenders that the Swingline Lender’s outstanding Swingline Loans of any Borrower shall be funded with one or more Borrowings by the applicable Borrower of Revolving Loans by such Borrower (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 11.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 11), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all RL Lenders pro rata based on each such RL Lender’s RL Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 11) and the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each RL Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) shall be disbursed on any Borrowing Datewhether a Default or an Event of Default then exists, (iv) disbursed on any Borrowing Date shall not exceed on the date of such Borrowing Date for all Lenders Mandatory Borrowing, and (v) the Dollar Equivalent amount of the maximum available Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code or a Canadian Insolvency Law with respect to the Borrowers), then each RL Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the RL Lenders to share in such Swingline Loans ratably based upon their respective RL Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 11), provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing RL Lender shall be required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such Borrowing Date participation, at the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.
(f) Except to the extent set forth in Section 2.023.04(g) and 5.02(a)(ii), (v) disbursed on any Borrowing Date if the maturity date shall not exceed for any Lender the Dollar Equivalent of the Commitment of such Lender on such Borrowing Date, (vi) disbursed on any Borrowing Date shall not exceed the Dollar Availability on any such Borrowing Date and (vii) shall not in the aggregate exceed the Dollar Maximum Amount.
(b) Loans disbursed to indirectly fund installments and delivery payments to the Yard have occurred in respect of any tranche of Revolving Loan Commitments at a time when another tranche or tranches of Revolving Loan Commitments is or are in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding Swingline Loans shall be repaid in full on such date (x) Vessel 1 together with 50% and there shall be no adjustment to the participations in such Swingline Loans as a result of the occurrence of such maturity date); provided, however, that unless an Event of Default then exists, if on the occurrence of such earliest maturity date (after giving effect to any repayments of Revolving Loans disbursed to fund payments and any reallocation of Letter of Credit participations as contemplated in Section 3.04), there shall exist sufficient unutilized Extended Revolving Commitments so that the respective outstanding Swingline Loans could be incurred pursuant the Extended Revolving Commitments which will remain in effect after the occurrence of such maturity date, then there shall be an automatic adjustment on such date of the Hermes Premium hereunder participations in such Swingline Loans and same shall be herein referred deemed to as “Tranche A Loans” have been incurred solely pursuant to the relevant Extended Revolving Commitments, and (y) Vessel 2 together with 50% of the such Swingline Loans disbursed shall not be so required to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche B Loans”repaid in full on such earliest maturity date.
Appears in 2 contracts
Sources: Credit Agreement (Walter Energy, Inc.), Credit Agreement (Walter Energy, Inc.)
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with an Initial Term Loan Commitment severally agrees to make on and after the first an Initial Borrowing Date and prior Term Loan or Initial Term Loans to the Commitment Termination Date and at the times specified in Section 2.02 term loans to the Borrower (each a “Loan” and collectively the “Loans”)Borrower, which Initial Term Loans (i) shall bear interest in accordance with Section 2.06be incurred by the Borrower pursuant to a single drawing on the Closing Date, (ii) shall be denominated and repayable in U.S. Dollars, (iii) shall except as hereinafter provided, at the option of the Borrower, be disbursed incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans; provided that all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on any the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid, Initial Term Loans may not be reborrowed.
(b) Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make term loans (each, an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) to the Borrower, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall, except as hereinafter provided, at the option of the Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans; provided that all Incremental Term Loans of a given Tranche made as part of the same Borrowing shall at all times consist of Incremental Term Loans of the same Type, and (iv) disbursed on any Borrowing Date shall not exceed on such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date as set forth in Section 2.02, (v) disbursed on any Borrowing Date shall not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereof, the Dollar Equivalent of the Incremental Term Loan Commitment of such Incremental Term Loan Lender for such Tranche (before giving effect to the termination thereof on such Borrowing Datedate pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowed.
(c) Subject to and upon the terms and conditions set forth in Amendment No. 1, (vii) disbursed the Additional Term B Lender agrees to make a Term B Loan to the Borrower in U.S. Dollars on any Borrowing the Amendment No. 1 Effective Date shall in an amount not to exceed the Dollar Availability on any such Borrowing Date amount of its Additional Term B Loan Commitment and (viiii) each Converted Initial Term Loan of each Amendment No. 1 Consenting Lender shall be converted into a Term B Loan of such Lender effective as of the Amendment No. 1 Effective Date in a principal amount equal to the principal amount of such Lender’s Converted Initial Term Loan immediately prior to such conversion. Once repaid, Term B Loans may not be reborrowed. The Term B Loans shall initially take the form of two Borrowings as follows: (x) a LIBO Rate Borrowing in the aggregate exceed the Dollar Maximum Amount.
(b) Loans disbursed to indirectly fund installments and delivery payments to the Yard in respect amount of (x) Vessel 1 together $505,000,000 with 50an Interest Period expiring on May 2, 2017 for a LIBO Rate of 1.00% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche A Loans” per annum for such Interest Period and (y) Vessel 2 together a LIBO Rate Borrowing in the aggregate amount of $1,740,000,000 with 50an Interest Period expiring on May 2, 2017 for a LIBO Rate of 1.039% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche B Loans”per annum for such Interest Period.
Appears in 2 contracts
Sources: Term Loan Credit Agreement (Vertiv Holdings Co), Term Loan Credit Agreement (Vertiv Holdings Co)
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with an Initial Term Loan Commitment severally agrees to make on and after the first an Initial Borrowing Date and prior Term Loan to the Commitment Termination Date and at the times specified in Section 2.02 term loans to the Borrower (each a “Loan” and collectively the “Loans”)Borrower, which Initial Term Loans (i) shall bear interest be incurred by Borrower pursuant to a single drawing on the Closing Date, (ii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans; provided that all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iii) shall be made by each such Lender in accordance that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid, Initial Term Loans may not be reborrowed.
(b) Subject to and upon the terms and conditions set forth herein, each Lender with Section 2.06an Incremental Term Loan Commitment from time to time severally agrees to make term loans (each, an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) to Borrower, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) shall be denominated and repayable in Dollars, (iii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans; provided that all Incremental Term Loans of a given Tranche made as part of the same Borrowing shall be disbursed on any Borrowing Dateat all times consist of Incremental Term Loans of the same Type, and (iv) disbursed on any Borrowing Date shall not exceed on such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date as set forth in Section 2.02, (v) disbursed on any Borrowing Date shall not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereof, the Dollar Equivalent of the Incremental Term Loan Commitment of such Incremental Term Loan Lender for such Tranche (before giving effect to the termination thereof on such Borrowing Datedate pursuant to Section 4.02(b)). Once repaid, (vi) disbursed on any Borrowing Date shall Incremental Term Loans may not exceed the Dollar Availability on any such Borrowing Date and (vii) shall not in the aggregate exceed the Dollar Maximum Amountbe reborrowed.
(bc) Loans disbursed Each Lender may, at its option, make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to indirectly fund installments and delivery payments make such Loan; provided that any exercise of such option shall not (i) affect in any manner the obligation of Borrower to repay such Loan in accordance with the terms of this Agreement or (ii) excuse or relieve any Lender from its Commitment to make any such Loan to the Yard in respect of (x) Vessel 1 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche A Loans” and (y) Vessel 2 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche B Loans”extent not so made by such branch or Affiliate.
Appears in 2 contracts
Sources: Term Loan Credit Agreement (Ingram Micro Holding Corp), Term Loan Credit Agreement (Ingram Micro Holding Corp)
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with an Initial Term Loan Commitment severally agrees to make an Initial Term Loan or Initial Term Loans to the Borrower, which Initial Term Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter provided, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Loans or LIBO Rate Loans and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(d)). Once repaid, Initial Term Loans may not be reborrowed.
(b) Subject to and upon the terms and conditions set forth herein, each Lender severally agrees to make make, at any time and from time to time on and or after the first Initial Borrowing Closing Date and prior to the Commitment Termination Date and at the times specified in Section 2.02 term Revolving Loan Maturity Date, a revolving loan or revolving loans (each, a “Revolving Loan”) to the Borrower (each a “Loan” and collectively the “Loans”)Borrower, which Revolving Loans (i) shall bear interest be denominated in U.S. Dollars, (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBO Rate Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iii) may be repaid and reborrowed in accordance with Section 2.06the provisions hereof, (iv) shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the RL Exposure of such Lender to exceed the amount of its Revolving Loan Commitment at such time and (v) shall not be made (and shall not be required to be made) by any Lender if the making of same would cause the RL Exposure (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) to exceed the Total Revolving Loan Commitment as then in effect.
(c) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, at any time and from time to time on or after the Closing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower, which Swingline Loans (i) shall be incurred and maintained as Base Rate Loans, (ii) shall be denominated and repayable in U.S. Dollars, (iii) shall may be disbursed on any Borrowing Daterepaid and reborrowed in accordance with the provisions hereof, (iv) disbursed shall not be made (and shall not be required to be made) if the making of same would cause the RL Exposure (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any Borrowing Date amounts theretofore outstanding pursuant to this Agreement) to exceed the Total Revolving Loan Commitment as then in effect and (v) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 2.01(c), the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower, any other Credit Party or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default by the Required Lenders.
(d) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Lenders that the Swingline Lender’s outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 11.05) in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a “Mandatory RL Borrowing”) shall be made on such Borrowing Date for the immediately succeeding Business Day by all Lenders pro rata based on each such Lender’s RL Percentage and the Dollar Equivalent proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day’s notice pursuant to each Mandatory RL Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the maximum available amount for such Mandatory RL Borrowing Date as set forth may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 2.026 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory RL Borrowing and (v) disbursed on the amount of the Total Revolving Loan Commitment at such time. In the event that any Mandatory RL Borrowing Date shall cannot exceed for any Lender reason be made on the Dollar Equivalent date otherwise required above (including, without limitation, as a result of the Commitment commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory RL Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender on such Borrowing Date, (vi) disbursed on any Borrowing Date shall not exceed the Dollar Availability on any such Borrowing Date and (vii) shall not participations in the aggregate exceed outstanding Swingline Loans as shall be necessary to cause the Dollar Maximum Amount.
(b) Lenders to share in such Swingline Loans disbursed to indirectly fund installments and delivery payments to the Yard in respect of ratably based upon their respective RL Percentages, provided that (x) Vessel 1 together with 50% all interest payable on the Swingline Loans shall be for the account of the Loans disbursed Swingline Lender until the date as of which the respective participation is required to fund payments of be purchased and, to the Hermes Premium hereunder extent attributable to the purchased participation, shall be herein referred payable to as “Tranche A Loans” the participant from and after such date and (y) Vessel 2 together with 50% at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory RL Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.
(e) If the Revolving Loan Maturity Date shall have occurred at a time when Revolving Loan Commitments extended pursuant to Section 2.14(b) (such Commitments, the “Extended Revolving Loan Commitments”) are in effect, then on the Revolving Loan Maturity Date all then outstanding Swingline Loans shall be repaid in full on such date (and there shall be no adjustment to the participations in such Swingline Loans as a result of the Loans disbursed to fund payments occurrence of such Revolving Loan Maturity Date); provided that, if on the occurrence of the Hermes Premium hereunder Revolving Loan Maturity Date (after giving effect to any repayments of Revolving Loans and any reallocations of Letter of Credit participations as contemplated in Section 3.07), there shall exist sufficient unutilized Extended Revolving Loan Commitments so that the respective outstanding Swingline Loans could be incurred pursuant to the Extended Revolving Loan Commitments, which will remain in effect after the occurrence of the Revolving Loan Maturity Date, then there shall be herein referred an automatic adjustment on such date of the participations in such Swingline Loans and same shall be deemed to as “Tranche B Loans”have been incurred solely pursuant to the Extended Revolving Loan Commitments and such Swingline Loans shall not be so required to be repaid in full on the Revolving Loan Maturity Date.
Appears in 2 contracts
Sources: Credit Agreement, Credit Agreement (OCI Partners LP)
The Commitments. On the terms and subject to the applicable conditions hereinafter set forth, including, without limitation, Article III:
(a) Subject to and upon the terms and conditions set forth herein, each Revolving Lender severally agrees to make on and after the first Initial Borrowing Date and prior to the Commitment Termination Date and at the times specified in Section 2.02 term loans to the Borrower (each, a "Revolving Loan") from time to time on any Business Day during the period from the Closing Date through the end of the Commitment Period, in each a “Loan” and collectively the “Loans”), which Loans case in an aggregate principal amount at any one time outstanding up to but not exceeding (i) shall bear interest in accordance with Section 2.06, such Revolving Lender's Revolving Commitment and (ii) shall be denominated and repayable in Dollarsas to all Revolving Lenders, (iii) shall be disbursed on any Borrowing Date, (iv) disbursed on any Borrowing Date shall not exceed on the Total Revolving Commitment at such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date as set forth in Section 2.02, (v) disbursed on any Borrowing Date shall not exceed for any Lender the Dollar Equivalent of the Commitment of such Lender on such Borrowing Date, (vi) disbursed on any Borrowing Date shall not exceed the Dollar Availability on any such Borrowing Date and (vii) shall not in the aggregate exceed the Dollar Maximum Amount.time; and
(b) Loans disbursed each Term Lender severally agrees to indirectly fund installments and delivery payments make loans to the Yard Borrower (each, a "Term Loan") on the Closing Date, in respect an aggregate principal amount at any one time outstanding up to but not exceeding (i) such Term Lender's Term Commitment and (ii) as to all Term Lenders, the Total Term Commitment at such time. Each such borrowing of a Revolving Loan on any single day is referred to herein as a "Revolving Borrowing"; and each such borrowing of a Term Loan on the Closing Date is referred to herein as a "Term Borrowing". Revolving Borrowing and Term Borrowing are referred to herein collectively as "Fundings". Within such limits and subject to the other terms and conditions of this Agreement, the Borrower may borrow (xand re-borrow) Vessel 1 together with 50% Revolving Loans under this Section 2.1 and prepay Revolving Loans under Section 2.7. Term Loans, once repaid, may not be reborrowed. Each Revolving Lender severally agrees, on the last day of the Loans disbursed to fund payments Reinvestment Period (except if the Reinvestment Period terminates as a result of clause (b) or (d) of the Hermes Premium hereunder definition thereof) to make a Revolving Loan (and the Borrower hereby directs that such Revolving Loan be made) in an amount equal to its Percentage Share of the Unfunded Amount (less the amount on deposit in the Future Funding Reserve Account) as of the date such Revolving Loan is made (such Revolving Loan, the "Future Funding Reserve Loan"), but only to the extent that its Percentage Share of the Unfunded Amount does not exceed its Undrawn Commitment. The Borrower shall deposit the proceeds of such Loans in the Future Funding Reserve Account such that the amounts on deposit in the Future Funding Reserve Account equal the Unfunded Amount. Notwithstanding any provision herein to the contrary, no Revolving Lender shall be herein referred required to as “Tranche A Loans” and (y) Vessel 2 together with 50% make any Revolving Loans after the end of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche B Loans”Commitment Period.
Appears in 2 contracts
Sources: Credit Agreement (Ares Strategic Income Fund), Credit Agreement (Ares Strategic Income Fund)
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender Existing A Term Loan Bank severally agrees to make continue, on the Third Restatement Effective Date, the Existing A Term Loans made by such Existing A Term Loan Bank to the Borrower pursuant to the Second Amended and Restated Credit Agreement and outstanding on the Third Restatement Effective Date (immediately prior to giving effect thereto) (such Existing A Term Loans continued as provided above, the "A Term Loans"), which A Term Loans:
(i) except as hereafter provided, shall, at the option of the Borrower, be continued and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that except as otherwise specifically provided in Section 1.10(b), all A Term Loans made as part of the same Borrowing shall at all times consist of A Term Loans of the same Type; and
(ii) shall not exceed for any Existing A Term Loan Bank, in initial principal amount, that amount which equals the aggregate outstanding principal amount of the Existing A Term Loans, if any, made by such Existing A Term Loan Bank and outstanding on the Third Restatement Effective Date (immediately prior to giving effect thereto) as set forth on Schedule I hereto. Once repaid, A Term Loans incurred hereunder may not be reborrowed.
(b) Subject to and upon the terms and conditions set forth herein, each Existing B Term Loan Bank severally agrees to continue, on the Third Restatement Effective Date, the Existing B Term Loans made by such Existing B Term Loan Bank to the Borrower pursuant to the Second Amended and Restated Credit Agreement and outstanding on the Third Restatement Effective Date (immediately prior to giving effect thereto) (such Existing B Term Loans continued as provided above, the "B Term Loans"), which B Term Loans:
(i) except as hereafter provided, shall, at the option of the Borrower, be continued and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that except as otherwise specifically provided in Section 1.10(b), all B Term Loans made as part of the same Borrowing shall at all times consist of B Term Loans of the same Type; and
(ii) shall not exceed for any Existing B Term Loan Bank, in initial principal amount, that amount which equals the aggregate outstanding principal amount of the Existing B Term Loans, if any, made by such Existing B Term Loan Bank and outstanding on the Third Restatement Effective Date (immediately prior to giving effect thereto) as set forth on Schedule I hereto. Once repaid, B Term Loans incurred hereunder may not be reborrowed.
(c) Subject to and upon the terms and conditions set forth herein, each Bank with a C Term Loan Commitment severally agrees to make, on the Third Restatement Effective Date, a term loan (each, a "C Term Loan" and, collectively, the "C Term Loans") to the Borrower, which C Term Loans (i) except as hereafter provided, shall, at the option of the Borrower, be continued and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (x) except as otherwise specifically provided in Section 1.10(b), all C Term Loans made as part of the same Borrowing shall at all times consist of C Term Loans of the same Type and (y) no C Term Loans may be incurred as Eurodollar Loans prior to the Syndication Termination Date, except to the extent incurred on the Initial Eurodollar Loan Borrowing Date and then only so long as any such Eurodollar Loans have an Interest Period of one month (or such shorter period as may be acceptable to the Borrower and the Banks with outstanding C Term Loans) and (ii) shall not exceed for any Bank, in initial aggregate principal amount, that amount which equals the C Term Loan Commitment of such Bank on such date (before giving effect to any reductions thereto on such date pursuant to Section 2.03(b)). Once repaid, C Term Loans incurred hereunder may not be reborrowed.
(d) Subject to and upon the terms and conditions set forth herein, each Bank with an Acquisition Loan Commitment severally agrees to make, on the Third Restatement Effective Date, a loan or loans (each, an "Acquisition Loan" and, collectively, the "Acquisition Loans") to the Borrower, which Acquisition Loans (i) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans; provided that except as otherwise specifically provided in Section 1.10(b), all Acquisition Loans comprising the same Borrowing shall at all times be of the same Type and (ii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which equals the Acquisition Loan Commitment of such Bank at such time (after giving effect to any reductions thereto on or prior to such date pursuant to Section 2.03(c)(ii)). Once repaid, Acquisition Loans incurred hereunder may not be reborrowed.
(e) Subject to and upon the terms and conditions set forth herein, each Bank with an A Revolving Loan Commitment severally agrees at any time and from time to time after the first Initial Borrowing Third Restatement Effective Date and prior to the Commitment Termination Date and at A Revolving Loan Maturity Date, to make a loan or loans (each, an "A Revolving Loan" and, collectively, the times specified in Section 2.02 term loans "A Revolving Loans") to the Borrower (each a “Loan” and collectively the “Loans”)Borrower, which A Revolving Loans (i) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans; provided that except as otherwise specifically provided in Section 1.10(b), all A Revolving Loans comprising the same Borrowing shall bear interest in accordance with Section 2.06at all times be of the same Type, (ii) shall may be denominated repaid and repayable reborrowed in Dollarsaccordance with the provisions hereof, and (iii) shall be disbursed on any Borrowing Date, (iv) disbursed on any Borrowing Date shall not exceed on such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date as set forth in Section 2.02, (v) disbursed on any Borrowing Date shall not exceed for any Lender the Dollar Equivalent of the Commitment of such Lender on such Borrowing DateBank at any time outstanding that aggregate principal amount which, (vi) disbursed on any Borrowing Date shall not exceed the Dollar Availability on any such Borrowing Date and (vii) shall not in the aggregate exceed the Dollar Maximum Amount.
(b) Loans disbursed to indirectly fund installments and delivery payments when added to the Yard in respect product of (x) Vessel 1 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche such Bank's A Loans” RL Percentage and (y) Vessel 2 together the aggregate amount of all A Letter of Credit Outstandings (exclusive of A Unpaid Drawings which are repaid with 50% the proceeds of, and simultaneously with the incurrence of, the respective incurrence of A Revolving Loans), equals the Available A Revolving Loan Commitment of such Bank at such time.
(f) Subject to and upon the terms and conditions set forth herein, each Bank with a B Revolving Loan Commitment severally agrees at any time and from time to time on and after the Third Restatement Effective Date and prior to the B Revolving Loan Maturity Date, to make a loan or loans (each, a "B Revolving Loan" and, collectively, the "B Revolving Loans") to the Borrower, which B Revolving Loans (i) shall, at the option of the Borrower, be Base Rate Loans disbursed to fund payments or Eurodollar Loans; provided that (x) except as otherwise specifically provided in Section 1.10(b), all B Revolving Loans comprising the same Borrowing shall at all times be of the Hermes Premium hereunder same Type and (y) no B Revolving Loans may be incurred as Eurodollar Loans prior to the Syndication Termination Date, except that Eurodollar Loans may be incurred on the Initial Eurodollar Loan Borrowing Date so long as any Eurodollar Loans incurred on such date have an Interest Period equal to one month (or such shorter period as may be acceptable to the Borrower and the Banks with a B Revolving Loan Commitment), (ii) may be repaid and reborrowed in accordance with the provisions hereof, and (iii) shall be herein referred not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to as “Tranche the product of (x) such Bank's B RL Percentage and (y) the aggregate amount of all B Letter of Credit Outstandings (exclusive of B Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of B Revolving Loans”), equals the B Revolving Loan Commitment of such Bank at such time.
Appears in 2 contracts
Sources: Credit Agreement (Hq Global Holdings Inc), Credit Agreement (Frontline Capital Group)
The Commitments. (a) Subject to and upon the terms and conditions set forth hereinin Section 10,
(1) each of the Commitment Parties, each Lender severally and not jointly, agrees to make on and after the first Initial Borrowing Date and prior to the Commitment Termination Date and at the times specified in Section 2.02 term loans to the Borrower (each a “Loan” and collectively the “Loans”)subscribe for, which Loans (i) shall bear interest in accordance with Section 2.061(d)(1), and purchase, in accordance with Section 1(g), the Rights Offering Equity Interests allocated to such Commitment Party in the Rights Offering, in each case at the aggregate purchase price therefor based upon the Per Equity Interest Price; and
(ii2) shall be denominated and repayable in Dollars, (iii) shall be disbursed on any Borrowing Date, (iv) disbursed on any Borrowing Date shall not exceed on such Borrowing Date for all Lenders the Dollar Equivalent each of the maximum available amount for such Borrowing Date as set forth Backstop Parties, severally and not jointly, agrees to purchase, in accordance with Section 2.021(g), (v) disbursed on any Borrowing Date shall not exceed for any Lender the Dollar Equivalent its Backstop Commitment Percentage of the Commitment of such Lender on such Borrowing Date, (vi) disbursed on any Borrowing Date shall not exceed the Dollar Availability on any such Borrowing Date and (vii) shall not in Unsubscribed Equity Interests at the aggregate exceed purchase price therefor based upon the Dollar Maximum AmountPer Equity Interest Price.
(b) Loans disbursed to indirectly fund installments As consideration for the Backstop Commitments and delivery payments the other undertakings of the Backstop Parties herein, the Company will pay to the Yard Backstop Parties, in respect of the aggregate, on the Effective Date, a nonrefundable aggregate premium in an amount equal to ten percent (x10%) Vessel 1 together with 50% of the Loans disbursed to fund payments Rights Offering Amount (the “ Backstop Commitment Premium”), which Backstop Commitment Premium shall be deemed fully earned by the Backstop Parties and nonrefundable and nonavoidable upon the execution of this Agreement, in the form of New Equity Interests (issued or distributed at the Per Equity Interest Price) and which Backstop Commitment Premium shall be allocated among the Backstop Parties pro rata based on each Backstop Party’s Backstop Commitment Percentage; provided that, if the Effective Date does not occur, then the Backstop Commitment Premium shall be payable in the form of the Hermes Termination Payment, in cash, to the extent provided in Section 13(e). Each Backstop Party may, in its sole discretion, designate any of its Qualified Affiliates to receive some or all of its portion of the Backstop Commitment Premium. The Backstop Commitment Premium hereunder shall, subject to entry of the Backstop Commitment Agreement Order (as defined below), constitute an allowed administrative expense of the Debtors’ estates under Sections 503(b) and 507 of the Bankruptcy Code, with the priority provided by Section 503(b)(1) of the Bankruptcy Code. For purposes of this Agreement, “Backstop Commitment Agreement Order” means an order of the Bankruptcy Court that (a) authorizes the Debtors to enter into and perform under this Agreement, including all exhibits and other attachments hereto, pursuant to Section 363 of the Bankruptcy Code, (b) authorizes the Backstop Commitment Premium, the Transaction Expenses (as defined below), the Termination Payment Amount and the indemnification provisions contained in this Agreement and (c) provides that the Backstop Commitment Premium, the Transaction Expenses, the Termination Payment Amount and the indemnification provisions contained herein shall constitute allowed administrative expenses of the Debtors’ estates under Sections 503(b) and 507 of the Bankruptcy Code and shall be herein referred to payable by the Debtors as “Tranche A Loans” and (y) Vessel 2 together with 50% provided in this Agreement without further order of the Loans disbursed to fund payments Bankruptcy Cou rt. The Backstop Commitment Premium, the Transaction Expenses, the Termination Payment Amount and the indemnification provided herein are integral parts of the Hermes Premium hereunder shall be herein referred transactions contemplated by this Agreement and, without these provisions, the Commitment Parties would not have entered into this Agreement. For purposes of this Agreement, “ Qualified Affiliate” means, with respect to any Backstop Party or Commitment Party, as “Tranche B Loans”applicable, any investment fund, account or other investment vehicle that is controlled, managed, advised or sub-advised by such Backstop Party or Commitment Party, as applicable, or if such Backstop Party or Commitment Party is an investment fund, account or other investment vehicle, the Person that controls, manages, advises or sub-advises such Backstop Party or Commitment Party, as applicable.
Appears in 2 contracts
Sources: Backstop Commitment Agreement, Backstop Commitment Agreement
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a Commitment severally agrees to make make, at par and any time and from time to time on and or after the first Initial Borrowing Date and on or prior to the Commitment Termination Date and at Merger Closing Date, a loan or loans (each, an “Initial Loan” and, collectively, the times specified in Section 2.02 term loans “Initial Loans”) to the Borrower (each a “Loan” and collectively the “Loans”)Borrower, which Initial Loans (i) shall bear interest be denominated in accordance with Section 2.06, Dollars and (ii) shall not be denominated and repayable in Dollars, (iii) shall be disbursed incurred on any Borrowing Datedate occurring prior to the Merger Closing Date if, (iv) disbursed on any Borrowing Date shall not exceed on such Borrowing Date for all Lenders after giving effect to the Dollar Equivalent making of the maximum available amount for such Borrowing Date as set forth in respective Initial Loans and the related reductions to the Total Commitment pursuant to Section 2.024.03(b)(x), (v) disbursed on any Borrowing Date shall not exceed for any Lender the Dollar Equivalent of the Commitment of such Lender on such Borrowing Date, (vi) disbursed on any Borrowing Date shall not Bridge Loan Blocked Amount would exceed the Dollar Availability on any such Borrowing Date and (vii) shall not in the aggregate exceed the Dollar Maximum Amountthen remaining Total Commitment.
(b) Each Lender agrees that, if the Initial Loans disbursed to indirectly fund installments and delivery payments have not been repaid in full prior to the Yard Initial Maturity Date, on such Initial Maturity Date the then outstanding principal amount of each of its Initial Loans shall be automatically converted into an extended loan to the Borrower (each, an “Extended Loan” and, collectively, the “Extended Loans”) in respect an aggregate principal amount equal to the then outstanding principal amount of such Initial Loan or Initial Loans; provided that the extension as contemplated in this clause (xb) Vessel 1 together with 50% shall not occur and all Initial Loans shall be required to be paid in full on the Initial Maturity Date, if (i) there then exists any Default or Event of Default under Section 12(h) or 12(i), (ii) there exists at such time any Event of Default hereunder or the maturity of the Initial Loans disbursed to fund payments has theretofore been accelerated as a result of the Hermes Premium hereunder occurrence of one or more Events of Default or (iii) the Merger Closing Date did not occur on or prior to October 15, 2010. It is understood and agreed that Loans may also, at the option of the Lenders as provided in Section 10.15, be required to be Exchanged for Exchange Notes in accordance with the requirements of Section 10.15. All Extended Loans and Exchange Notes shall be herein referred to as “Tranche A Loans” and denominated in Dollars.
(yc) Vessel 2 together with 50% of the Once repaid, Loans disbursed to fund payments of the Hermes Premium incurred hereunder shall may not be herein referred to as “Tranche B Loans”reborrowed.
Appears in 2 contracts
Sources: Bridge Loan Agreement (CF Industries Holdings, Inc.), Bridge Loan Agreement (CF Industries Holdings, Inc.)
The Commitments. (a) The Tranche A Bridge Loan Commitments. Subject to and upon the terms and conditions set forth herein, each the Lender severally agrees to make on and after the first Initial Borrowing Date and prior a bridge loan (a "Tranche A Bridge Loan") to the Commitment Termination Date and at the times specified in Section 2.02 term loans to the Borrower (each a “Loan” and collectively the “Loans”)Borrower, which Loans Tranche A Bridge Loan: (i) shall bear interest in accordance with Section 2.06, only may be incurred on the Initial Borrowing Date; (ii) shall be denominated and repayable in U.S. Dollars, ; (iii) shall be disbursed incurred and maintained as a Base Rate Loan or, to the extent available and requested by the Borrower, a LIBOR Loan and (iv) shall not exceed at the time of incurrence thereof on any the Initial Borrowing Date that aggregate principal amount which equals the Tranche A Bridge Loan Commitment as in effect on the Initial Borrowing Date. The Tranche A Bridge Loan shall be made in a single Borrowing on the Initial Borrowing Date, (iv) disbursed on any Borrowing Date shall and, once repaid or prepaid, may not exceed on such Borrowing Date for all Lenders the Dollar Equivalent be reborrowed. The amount of the maximum available amount for such Borrowing Date as set forth Lender's Tranche A Bridge Loan Commitment in Section 2.02, (v) disbursed on any Borrowing Date shall not exceed for any Lender the Dollar Equivalent excess of the Commitment of such Lender Lender's Tranche A Bridge Loan shall expire on such the Initial Borrowing Date, (vi) disbursed on any Borrowing Date shall not exceed the Dollar Availability on any such Borrowing Date and (vii) shall not in the aggregate exceed the Dollar Maximum Amount.
(b) Loans disbursed The Tranche B Bridge Loan Commitments. Subject to indirectly fund installments and delivery payments upon the terms and conditions set forth herein, the Lender agrees to make a bridge loan (a "Tranche B Bridge Loan") to the Yard Borrower, which Tranche B Bridge Loan: (i) only may be incurred on the Tranche B Borrowing Date; (ii) shall be denominated in respect U.S. Dollars; (iii) shall be incurred and maintained as a Base Rate Loan; and (iv) shall not exceed at the time of (x) Vessel 1 together with 50% incurrence thereof on the Tranche B Borrowing Date that aggregate principal amount which equals the Cayman Acquisition Funding Requirement, determined as of the Loans disbursed to fund payments of the Hermes Premium hereunder Tranche B Borrowing Date. The Tranche B Bridge Loan shall be herein referred to as “Tranche A Loans” and (y) Vessel 2 together with 50% of made in a single Borrowing on the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche B Loans”.Borrowing Date, and, once repaid or prepaid, may not be
Appears in 1 contract
Sources: Senior Secured Short Term Bridge Credit Agreement (Aes Corporation)
The Commitments. (a) Subject to and upon the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, each Lender agrees, severally agrees and not jointly, to make Revolving Loans in U.S. Dollars to the Borrowers, at any time and from time to time on and after the first Initial Borrowing Closing Date and until the earlier of one Business Day prior to the Commitment Termination Maturity Date and at the times specified in Section 2.02 term loans to the Borrower (each a “Loan” and collectively the “Loans”), which Loans (i) shall bear interest in accordance with Section 2.06, (ii) shall be denominated and repayable in Dollars, (iii) shall be disbursed on any Borrowing Date, (iv) disbursed on any Borrowing Date shall not exceed on such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date as set forth in Section 2.02, (v) disbursed on any Borrowing Date shall not exceed for any Lender the Dollar Equivalent termination of the Commitment of such Lender on in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in such ▇▇▇▇▇▇’s Revolving Exposure exceeding the lesser of (i) such ▇▇▇▇▇▇’s Revolving Commitment, and (ii) such Lender’s Pro Rata Percentage multiplied by the Borrowing DateBase then in effect. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, the Borrowers may borrow, pay or prepay and reborrow Revolving Loans. All Borrowers shall be jointly and severally liable as Borrowers for all Loans regardless of which Borrower receives the proceeds thereof. Each Lender may, at its option, make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not (A) affect in any manner the obligation of the Borrowers to repay such Loan in accordance with the terms of this Agreement, (viB) disbursed on excuse or relieve any Borrowing Date shall not exceed the Dollar Availability on Lender of its Commitment to make any such Borrowing Date and (vii) shall not in the aggregate exceed the Dollar Maximum Amount.
(b) Loans disbursed to indirectly fund installments and delivery payments Loan to the Yard in respect of extent not so made by such branch or Affiliate or (xC) Vessel 1 together with 50% of cause the Loans disbursed Borrowers to fund payments of the Hermes Premium hereunder shall be herein referred pay additional amounts pursuant to as “Tranche A Loans” and (y) Vessel 2 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche B Loans”Section 3.01.
Appears in 1 contract
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with an A Term Loan Commitment severally agrees to make make, on the Initial Borrowing Date, a term loan to the Borrower, which A Term Loans (i) shall be made and initially maintained as Base Rate Loans (subject to the option to convert such A Term Loans pursuant to Section 1.06) and (ii) shall be made by each Lender in that aggregate principal amount as is equal to the A Term Loan Commitment of such Lender on such date. Once repaid, A Term Loans borrowed hereunder may not be reborrowed.
(b) Subject to and upon the terms and conditions set forth herein, each Lender with a B Term Loan Commitment severally agrees to make, on the Initial Borrowing Date, a term loan to the Borrower, which B Term Loans (i) shall be made and initially maintained as Base Rate Loans (subject to the option to convert such B Term Loans pursuant to Section 1.06) and (ii) shall be made by each Lender in that aggregate principal amount as is equal to the B Term Loan Commitment of such Lender on such date. Once repaid, B Term Loans incurred hereunder may not be reborrowed.
(c) Subject to and upon the terms and conditions set forth herein, each Lender with a C Term Loan Commitment severally agrees to make, on the Initial Borrowing Date, a term loan to the Borrower, which C Term Loans (i) shall be made and initially maintained as Base Rate Loans (subject to the option to convert such C Term Loans pursuant to Section 1.06) and (ii) shall be made by each Lender in that aggregate principal amount as is equal to the C Term Loan Commitment of such Lender on such date. Once repaid, C Term Loans incurred hereunder may not be reborrowed.
(d) Subject to and upon the terms and conditions set forth herein, each Lender with an RTL Commitment severally agrees, at any time and from time to time after the first Initial Borrowing Date and prior to the Commitment Termination Date RTL Conversion Date, to make a revolving loan or revolving loans (each, an "RTL Loan" and at collectively, the times specified in Section 2.02 term loans "RTL Loans") to the Borrower (each a “Loan” and collectively the “Loans”)Borrower, which RTL Loans (i) shall, at the option of the Borrower, be Base Rate Loans or, if incurred on or after the Eurodollar Loan Availability Date, Eurodollar Loans, provided that, except as otherwise specifically provided in Section 1.10(b), and subject to the option to convert such Loans pursuant to Section 1.06, all RTL Loans comprising the same Borrowing shall bear interest in accordance with Section 2.06at all times be of the same Type, (ii) shall may be denominated repaid and repayable reborrowed in Dollarsaccordance with the provisions hereof, provided that, on and after the RTL Conversion Date, once repaid, RTL Loans incurred hereunder may not be reborrowed, (iii) shall be disbursed on any Borrowing Date, (iv) disbursed on any Borrowing Date shall not exceed on such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date as set forth in Section 2.02, (v) disbursed on any Borrowing Date shall not exceed for any Lender at any time outstanding the Dollar Equivalent of the RTL Commitment of such Lender on such Borrowing Date, and (viiv) disbursed on any Borrowing Date shall not exceed for all Lenders at any time outstanding the Dollar Availability on Total RTL Commitment.
(e) Subject to and upon the terms and conditions set forth herein, each Lender with a Revolving Loan Commitment severally agrees, at any such time and from time to time after the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, to make a revolving loan or revolving loans (viieach, a "Revolving Loan" and collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i) shall, at the option of the Borrower, be Base Rate Loans or, if incurred on or after the Eurodollar Loan Availability Date, Eurodollar Loans, provided, that except as otherwise specifically provided in Section 1.10(b), and subject to the option to convert such Loans pursuant to Section 1.06, all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not in the exceed for any Lender at any time outstanding that aggregate exceed the Dollar Maximum Amount.
(b) Loans disbursed to indirectly fund installments and delivery payments principal amount which when added to the Yard in respect product of (x) Vessel 1 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche A Loans” such Lender's Revolving Loan Percentage and (y) Vessel 2 together the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with 50% the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Lender at such time and (iv) shall not exceed for all Lenders at any time outstanding the sum of (I) the aggregate principal amount which, when added to the amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment at such time. Notwithstanding the foregoing, the Borrower may not reborrow Revolving Loans, Swingline Loans or request that Letters of Credit be issued under the Total Revolving Loan Commitment if after giving effect thereto the Revolving Outstandings would exceed an amount equal to the Total Revolving Loan Commitment (before giving effect to the reduction thereto arising by reason of the Disposition) less the amount by which the Revolving Loans disbursed are repaid with the proceeds of the Disposition, unless after giving effect thereto, the Leverage Ratio would be no greater than 5:00 to 1:00 and the Senior Leverage Ratio would be no greater than 3:00 to 1:00.
(f) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make at any time and from time to time after the Initial Borrowing Date and prior to the Swingline Expiry Date, a loan or loans (each a "Swingline Loan", and collectively, the "Swingline Loans") to the Borrower, which Swingline Loans:
(i) shall be made and maintained as Base Rate Loans;
(ii) may be repaid and reborrowed in accordance with the provisions hereof;
(iii) unless otherwise agreed by the Swingline Lender, shall be repaid no later than the date which is five Business Days following the date of incurrence thereof, provided that if any Defaulting Lender fails to fund payments a Revolving Loan requested to refinance such Swingline Loan, the portion of the Hermes Premium hereunder Swingline Loan expected to be refinanced by such Defaulting Lender shall be herein referred repaid on or before the tenth Business Day following the date of the incurrence thereof;
(iv) shall not exceed in aggregate principal amount at any time outstanding, when combined with (x) the aggregate principal amount of all Revolving Loans then outstanding and (y) the amount of all Letter of Credit Outstandings at such time, an amount equal to the Total Revolving Loan Commitment at such time (after giving effect to any reductions to the Total Revolving Loan Commitment on such date); and
(v) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. The Swingline Lender shall not be obligated to make any Swingline Loans at a time when a Lender Default exists unless the Swingline Lender has entered into arrangements satisfactory to it to eliminate the Swingline Lender's risk with respect to the Lender which is subject of such Lender Default, including by cash collateralizing such Lender's Percentage of the outstanding Swingline Loans. Notwithstanding anything to the contrary contained in this Section 1.01(f), the Swingline Lender shall not make any Swingline Loan after receiving a written notice from the Borrower or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as “the Swingline Lender shall have received written notice of (i) rescission of such notice from the party or parties originally delivering such notice, (ii) the waiver of such Default or Event of Default or (iii) the Administrative Agent in good faith believes that such Default or Event of Default has ceased to exist.
(g) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Lenders with Revolving Loan Commitments that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day from all Lenders with a Revolving Loan Commitment (without giving effect to any termination and/or reductions thereto pursuant to the last paragraph of Section 10) pro rata on the basis of their respective Revolving Loan Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each such Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender (i) notwithstanding that the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 5 or 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) notwithstanding the date of such Mandatory Borrowing and (v) notwithstanding the amount of the Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each such Lender with a Revolving Loan Commitment hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause such Lenders to share in such Swingline Loans ratably based upon their respective Revolving Loan Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10); provided, that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.
(h) Subject to Section 1.14 and the other terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment severally agrees to make a term loan or term loans (each, an "Incremental Term Loan" and, collectively, the "Incremental Term Loans") to the Borrower, which Incremental Term Loans: (i) only may be incurred pursuant to a single drawing on the respective Incremental Term Loan Borrowing Date (which date, in any event, shall be the date set forth in the applicable Incremental Commitment Agreement pursuant to which such Incremental Term Loans are to be made and shall not be later than the Incremental Commitment Termination Date); (ii) shall be Term Loans under the Tranche B specified in the applicable Incremental Commitment Agreement; (iii) except as hereafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or, if incurred after the Eurodollar Loan Availability Date, Eurodollar Loans”, provided that (x) all Incremental Term Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Incremental Term Loans of the same Type; and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Incremental Term Loan Commitment of such Lender under the relevant Tranche on any such Incremental Term Loan Borrowing Date (before giving effect to the termination thereof on such date pursuant to Section 3.03(e)). Once repaid, Incremental Term Loans incurred hereunder may not be reborrowed.
Appears in 1 contract
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender severally agrees to make make, at any time and from time to time on and or after the first Initial Borrowing Effective Date and prior to the Revolving Commitment Termination Date and at Date, a revolving loan or revolving loans (each, a “Revolving Loan” and, collectively, the times specified in Section 2.02 term loans “Revolving Loans”) to the Borrower Borrowers (each on a “Loan” joint and collectively the “Loans”several basis), which Revolving Loans (i) shall bear interest be denominated in Dollars, (ii) shall, at the option of the respective Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or SOFR Loans; provided, that, except as otherwise specifically provided in Section 2.17(d)(ii), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iii) may be repaid and reborrowed in accordance with Section 2.06the provisions hereof, (iv) shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Individual Exposure of such Lender to exceed the amount of its Revolving Loan Commitment at such time and (v) shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause (A) the Aggregate Exposure to exceed the Total Revolving Loan Commitment as then in effect or (B) the Aggregate Exposure to exceed the Borrowing Base at such time.
(b) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, at any time and from time to time on or after the Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrowers (on a joint and several basis), which Swingline Loans (i) shall be denominated in Dollars, (ii) shall be denominated incurred and repayable maintained as Base Rate Loans; (iii) may be repaid and reborrowed in Dollarsaccordance with the provisions hereof, (iv) shall not be made (and shall not be required to be made) by the Swingline Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause (A) the Aggregate Exposure to exceed the Total Revolving Loan Commitment as then in effect or (B) the Aggregate Exposure to exceed the Borrowing Base at such time, and (v) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 2.01(b), (1) the Swingline Lender shall not be obligated to make any Swingline Loans at a time when a Lender Default exists unless the Swingline Lender has entered into arrangements satisfactory to it and the Credit Parties to eliminate the Swingline Lender’s risk with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swingline Loans (which arrangements are hereby consented to by the Lenders), including by cash collateralizing such Defaulting Lender’s or Defaulting Lenders’ RL Percentage of the outstanding Swingline Loans (such arrangements, the “Swingline Back-Stop Arrangements”) and (2) the Swingline Lender shall not make any Swingline Loan after it has received written notice from any Borrower, any other Credit Party or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (x) of rescission of all such notices from the party or parties originally delivering such notice or notices or (y) of the waiver of such Default or Event of Default by the Required Lenders.
(c) On any Business Day, the Swingline Lender may, in its sole discretion give notice to the Lenders that the Swingline Lender’s outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (provided, that, such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 11.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 11), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all Lenders pro rata based on each such Lender’s RL Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 11) and the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) shall be disbursed on any Borrowing Datewhether a Default or an Event of Default then exists, (iv) disbursed on any Borrowing Date shall not exceed on the date of such Borrowing Date for all Lenders Mandatory Borrowing, and (v) the Dollar Equivalent amount of the maximum available Borrowing Base or the Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code with respect to any Borrower), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from any Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective RL Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 11); provided, that, (A) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the Participant from and after such date and (B) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.
(d) Notwithstanding anything to the contrary in Section 2.01(a) or elsewhere in this Agreement, the Collateral Agent shall have the right to establish Reserves, subject to the proviso in the definition thereof, in such amounts, and with respect to such matters, as the Collateral Agent in its Permitted Discretion shall deem necessary or appropriate, against the Borrowing Date as Base (which reserves shall reduce the then existing Borrowing Base in an amount equal to such reserves).
(i) In the event that the Borrowers are unable to comply with the Borrowing Base limitations set forth in Section 2.022.01(a) or (ii) the Borrowers are unable to comply with the conditions precedent to the making of Revolving Loans set forth in Section 7, in either case, the Lenders, subject to the immediately succeeding proviso, hereby authorize the Administrative Agent, for the account of the Lenders, to make Revolving Loans to the Borrowers (on a joint and several basis), in either case solely in the event that the Collateral Agent in its Permitted Discretion deems necessary or desirable (A) to preserve or protect the Collateral, or any portion thereof, (vB) disbursed to enhance the likelihood of repayment of the Obligations, or (C) to pay any other amount chargeable to the Borrowers pursuant to the terms of this Agreement, including Lender Group Expenses and Fees, which Revolving Loans may only be made as Base Rate Loans (each, an “Agent Advance”) for a period commencing on any the date the Administrative Agent first receives a Borrowing Date request requesting an Agent Advance until the earliest of (1) the twentieth (20th) Business Day after such date, (2) the date the respective Borrowers are again able to comply with the Borrowing Base limitations and the conditions precedent to the making of Revolving Loans, or obtain an amendment or waiver with respect thereto, and (3) the date the Required Lenders instruct the Administrative Agent to cease making Agent Advances (in each case, the “Agent Advance Period”); provided, that, the Administrative Agent shall not exceed for make any Lender Agent Advance to the Dollar Equivalent extent that at the time of the Commitment making of such Lender on Agent Advance, the amount of such Agent Advance (x) when added to the aggregate outstanding amount of all other Agent Advances made to the Borrowers at such time, would exceed 5.0% of the Borrowing DateBase at such time (the “Agent Advance Amount”) or (y) when added to the Aggregate Exposure as then in effect (immediately prior to the incurrence of such Agent Advance), (vi) disbursed on any Borrowing Date shall not would exceed the Dollar Availability on Total Revolving Loan Commitment at such time. Agent Advances may be made by the Administrative Agent in its sole discretion and the Borrowers shall have no right whatsoever to require that any such Borrowing Date and (vii) shall not in Agent Advances be made. Agent Advances will be subject to periodic settlement with the aggregate exceed the Dollar Maximum AmountLenders pursuant to Section 2.04(b).
(bf) If the Initial Revolving Commitment Termination Date shall have occurred at a time when Extended Revolving Loan Commitments are in effect, then on the Initial Revolving Commitment Termination Date all then outstanding Swingline Loans disbursed to indirectly fund installments shall be repaid in full on such date (and delivery payments there shall be no adjustment to the Yard participations in respect of (x) Vessel 1 together with 50% such Swingline Loans as a result of the Loans disbursed to fund payments occurrence of such Initial Revolving Commitment Termination Date); provided, that, if on the occurrence of the Hermes Premium hereunder Initial Revolving Commitment Termination Date (after giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated in Section 3.01), there shall exist sufficient unutilized Extended Revolving Loan Commitments so that the respective outstanding Swingline Loans could be incurred pursuant the Extended Revolving Loan Commitments which will remain in effect after the occurrence of the Initial Revolving Commitment Termination Date, then there shall be herein referred to as “Tranche A Loans” and (y) Vessel 2 together with 50% an automatic adjustment on such date of the participations in such Swingline Loans disbursed to fund payments of the Hermes Premium hereunder and same shall be herein referred deemed to as “Tranche B Loans”have been incurred solely pursuant to the Extended Revolving Loan Commitments and such Swingline Loans shall not be so required to be repaid in full on the Initial Revolving Commitment Termination Date.
Appears in 1 contract
The Commitments. (a) Subject to and upon the terms and conditions set forth hereinherein and in the DIP Financing Orders, each Lender severally agrees to make on and after the first Initial Borrowing Date and prior to the Commitment Termination Date and at the times specified in Section 2.02 term loans to the Borrower the Term Loans denominated in Dollars in up to two (each a “Loan” and collectively 2) advances (i) on or about the Effective Date (the Term Loan made on such date, the “LoansInterim Order Term Loan”) and (ii) on or after the Final Order Availability Date (the Term Loan made on such date, the “Final Order Term Loan”), which Loans in each case, in an aggregate principal amount not to exceed its Commitment; provided, that:
(i) the Interim Order Term Loan shall bear interest be funded by the Lenders (x) in the amount set forth under the heading “Interim Order Term Loan Commitments – Interim Order Term Loans” on Schedule 2.01, multiplied by (y) a fraction the numerator of which is the amount approved by the Bankruptcy Court in the Interim DIP Financing Order and the denominator of which is $7,500,000; and
(ii) the Final Order Term Loan shall be funded by the Lenders in accordance with Section 2.06, (ii) shall be denominated and repayable in Dollars, (iii) shall be disbursed on any Borrowing Date, (iv) disbursed on any Borrowing Date shall not exceed on such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date its Commitment as set forth under the heading “Final Order Term Loan Commitments – Final Order Term Loans” on Schedule 2.01 and in Section 2.02, (v) disbursed on any Borrowing Date shall not exceed for any Lender an amount up to the Dollar Equivalent of the Commitment of such Lender on such Borrowing Date, (vi) disbursed on any Borrowing Date shall not exceed the Dollar Final Order Availability on any such Borrowing Date and (vii) shall not in the aggregate exceed the Dollar Maximum Amount.
(b) The Commitments of the Lenders shall be reduced dollar for dollar immediately after the funding of any Term Loans disbursed to indirectly fund installments thereunder and delivery payments to any unused Commitments shall terminate, upon the Yard in respect earlier of (x) Vessel 1 together with 50% the funding of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche A Loans” Final Order Term Loan and (y) Vessel 2 together with 50% the Commitment Termination Date. Amounts borrowed under Section 2.01(a) and repaid or prepaid may not be reborrowed.
(c) Proceeds of the Term Loans, net of payment of any amounts required to be paid to other Persons pursuant to the drawing conditions, shall be deposited in the Controlled Accounts and used solely as permitted herein.
(d) Subject to Section 2.11, each Borrowing will be comprised entirely of SOFR Loans disbursed as the Borrower may request in accordance herewith. Each Lender at its option may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to fund payments make such Term Loan; provided that any exercise of such option will not affect the obligation of the Hermes Premium hereunder shall Borrower to repay such Term Loan in accordance with the terms of this Agreement, and such Lender will not be herein referred entitled to as “Tranche B Loans”any amounts payable under Section 3.01 or 3.02 solely in respect of increased costs resulting from, and existing at the time of, such exercise.
(e) Notwithstanding any other provision of this Agreement, the Borrower will not be entitled to request, or to elect to continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.
Appears in 1 contract
Sources: Term Loan Credit Agreement (RVL Pharmaceuticals PLC)
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a A-1 Term Loan Commitment severally agrees to make a term loan or term loans (each an "A-1 Term Loan" and, collectively, the "A-1 Term Loans") to the Borrower, which A-1 Term Loans (i) shall be incurred pursuant to a single drawing on the Initial Borrowing Date, (ii) shall be denominated in Dollars, (iii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, (A) except as otherwise specifically provided in Section 1.10(b), all A-1 Term Loans comprising the same Borrowing shall at all times be of the same Type, and (B) unless either the Lead Arranger otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), (1) no A-1 Term Loans may be incurred or maintained as Eurodollar Loans prior to the fifth day following the Initial Borrowing Date and (2) thereafter and prior to the 90th day following the Initial Borrowing Date, A-1 Term Loans may only be incurred as and maintained as, and/or converted into, Eurodollar Loans so long as all such outstanding Eurodollar Loans, together with all outstanding A-2 Term Loans, A-3 Term Loans, B Term Loans and Revolving Loans that are maintained as Eurodollar Loans, are subject to an Interest Period of one month which begins and ends on the same day, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the A-1 Term Loan Commitment of such Lender on the Initial Borrowing Date. Once repaid, A-1 Term Loans incurred hereunder may not be reborrowed.
(b) Subject to and upon the terms and conditions set forth herein, each Lender with an A-2 Term Loan Commitment severally agrees to make a term loan or term loans (each an "A-2 Term Loan" and, collectively, the "A-2 Term Loans") to the Borrower, which Term Loans (i) shall be incurred on one or more A-2 Term Loan Borrowing Dates, (ii) shall be denominated in Dollars, (iii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, (A) except as otherwise specifically provided in Section 1.10(b), all A-2 Term Loans comprising the same Borrowing shall at all times be of the same Type, and (B) unless either the Lead Arranger otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), (1) no A-2 Term Loans may be incurred or maintained as Eurodollar Loans prior to the fifth day following the Initial Borrowing Date and (2) thereafter and prior to the 90th day following the Initial Borrowing Date, A-2 Term Loans may only be incurred and maintained as, and/or converted into, Eurodollar Loans so long as all such outstanding Eurodollar Loans, together with all outstanding A-1 Term Loans, A-3 Term Loans, B Term Loans and Revolving Loans that are maintained as Eurodollar Loans, are subject to an Interest Period of one month which begins and ends on the same day, and (iv) shall be made on each such A-2 Term Loan Borrowing Date by each such Lender in that aggregate principal amount which does not exceed the A-2 Term Loan Commitment of such Lender on such A-2 Term Loan Borrowing Date. Once repaid, A-2 Term Loans incurred hereunder may not be reborrowed.
(c) Subject to and upon the terms and conditions set forth herein, each Lender with an A-3 Term Loan Commitment severally agrees to make a term loan or term loans (each an "A-3 Term Loan" and, collectively, the "A-3 Term Loans") to the Borrower, which Term Loans (i) shall be incurred on one or more A-3 Term Loan Borrowing Dates, (ii) shall be denominated in Dollars, (iii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, (A) except as otherwise specifically provided in Section 1.10(b), all A-3 Term Loans comprising the same Borrowing shall at all times be of the same Type, and (B) unless either the Lead Arranger otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), (1) no A-3 Term Loans may be incurred or maintained as Eurodollar Loans prior to the fifth day following the Initial Borrowing Date and (2) thereafter and prior to the 90th day following the Initial Borrowing Date, A-3 Term Loans may only be incurred and maintained as, and/or converted into, Eurodollar Loans so long as all such outstanding Eurodollar Loans, together with all outstanding A-1 Term Loans, A-2 Term Loans, B Term Loans and Revolving Loans that are maintained as Eurodollar Loans, are subject to an Interest Period of one month which begins and ends on the same day, and (iv) shall be made on each such A-3 Term Loan Borrowing Date by each such Lender in that aggregate principal amount which does not exceed the A-3 Term Loan Commitment of such Lender on such A-3 Term Loan Borrowing Date. Once repaid, A-3 Term Loans incurred hereunder may not be reborrowed.
(d) Subject to and upon the terms and conditions set forth herein, each Lender with a B Term Loan Commitment severally agrees to make a term loan or term loans (each a "B Term Loan" and, collectively, the "B Term Loans") to the Borrower, which B Term Loans (i) shall be incurred pursuant to a single drawing on the Initial Borrowing Date, (ii) shall be denominated in Dollars, (iii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, (A) except as otherwise specifically provided in Section 1.10(b), all B Term Loans comprising the same Borrowing shall at all times be of the same Type, and (B) unless either the Lead Arranger otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), (1) no B Term Loans may be incurred or maintained as Eurodollar Loans prior to the fifth day following the Initial Borrowing Date and (2) thereafter and prior to the 90th day following the Initial Borrowing Date, B Term Loans may only be incurred and maintained as, and/or converted into, Eurodollar Loans so long as all such outstanding Eurodollar Loans, together with all outstanding A-1 Term Loans, A-2 Term Loans, A-3 Term Loans and Revolving Loans that are maintained as Eurodollar Loans, are subject to an Interest Period of one month which begins and ends on the same day, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the B Term Loan Commitment of such Lender on the Initial Borrowing Date. Once repaid, B Term Loans incurred hereunder may not be reborrowed.
(e) Subject to Section 1.14, the other terms and conditions set forth herein and the relevant Incremental Term Loan Commitment Agreement, each Lender with an Incremental Term Loan Commitment severally agrees to make a term loan or term loans (each, an "Incremental Term Loan" and, collectively, the "Incremental Term Loans") to the Borrower, which Incremental Term Loans: (i) only may be incurred on the respective Incremental Term Loan Borrowing Date or Dates as shall be set forth in the applicable Incremental Term Loan Commitment Agreement pursuant to which such Incremental Term Loans are to be made and shall not be later than the Incremental Term Loan Commitment Termination Date; (ii) shall be Term Loans under the Tranche specified in the applicable Incremental Term Loan Commitment Agreement provided that no Incremental Term Loans may be incurred as A Term Loans; (iii) except as hereafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (x) all Incremental Term Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Incremental Term Loans of the same Type; and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Incremental Term Loan Commitment of such Lender under the relevant Tranche on the respective Incremental Term Loan Borrowing Date. Once repaid, Incremental Term Loans incurred hereunder may not be reborrowed.
(f) Subject to and upon the terms and conditions set forth herein, each Lender with a Revolving Loan Commitment severally agrees, at any time and from time to time on and after the first Initial Borrowing Date and prior to the Commitment Termination Revolving Maturity Date, to make a revolving loan or revolving loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans, provided that, (A) except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, and (B) unless either the Lead Arranger otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable)
(1) no Revolving Loans may be incurred or maintained as Eurodollar Loans prior to the fifth day following the Initial Borrowing Date and at the times specified in Section 2.02 term loans (2) thereafter and prior to the Borrower 90th day following the Initial Borrowing Date, Revolving Loans may only be incurred as, and/or converted into, Eurodollar Loans so long as all such outstanding Eurodollar Loans, together with all outstanding A Term Loans and B Term Loans that are maintained as Eurodollar Loans are subject to an Interest Period of one month which begins and ends on the same day, (ii) may be repaid or reborrowed at any time in accordance with the provisions hereof and (iii) shall not exceed for any such Lender at any time outstanding that aggregate principal amount which, when added to the product of (A) such Lender's RL Percentage and (B) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Lender at such time and (iv) shall not exceed for all Lenders at any time outstanding that aggregate principal amount which, when added to (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment at such time.
(g) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, at any time and from time to time on and after the Initial Borrowing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each a “"Swingline Loan” and collectively " and, collectively, the “"Swingline Loans”)") to the Borrower, which Swingline Loans (i) shall bear interest in accordance with Section 2.06be made and maintained as Base Rate Loans, (ii) shall may be denominated repaid and repayable reborrowed in Dollarsaccordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Swingline Loans) at such time, an amount equal to the Total Revolving Loan Commitment at such time, and (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 1.01(g), the Swingline Lender shall not be disbursed obligated to make any Swingline Loans at a time when a Lender Default exists with respect to a RL Lender unless the Swingline Lender has entered into arrangements satisfactory to it and the Borrower, to eliminate the Swingline Lender's risk with respect to such Defaulting Lender's or Lenders' participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender's or Lenders' RL Percentage of the outstanding Swingline Loans and (ii) the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (i) of rescission of all such notices from the party or parties originally delivering such notice, (ii) of the waiver of such Default or Event of Default by the Required Lenders or (iii) that the Administrative Agent in good faith believes that such Default or Event of Default has ceased to exist.
(h) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the RL Lenders that its outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all RL Lenders (other than the Swingline Lenders) pro rata based on each such Lender's RL Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each such Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing Datein the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) disbursed on any the date of such Mandatory Borrowing Date shall not exceed on such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date as set forth in Section 2.02, and (v) disbursed on the amount of the Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing Date shall cannot exceed for any Lender reason be made on the Dollar Equivalent date otherwise required above (including, without limitation, as a result of the Commitment commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each such RL Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such Borrowing Date, (vidate and prior to such purchase) disbursed on any Borrowing Date shall not exceed from the Dollar Availability on any Swingline Lender such Borrowing Date and (vii) shall not participations in the aggregate exceed outstanding Swingline Loans as shall be necessary to cause such RL Lenders to share in such Swingline Loans ratably based upon their respective RL Percentages (determined before giving effect to any termination of the Dollar Maximum Amount.
(b) Loans disbursed to indirectly fund installments and delivery payments Total Revolving Loan Commitment pursuant to the Yard in respect last paragraph of Section 10), provided that (x) Vessel 1 together with 50% all interest payable on the Swingline Loans shall be for the account of the Loans disbursed Swingline Lender until the date as of which the respective participation is required to fund payments of be purchased and, to the Hermes Premium hereunder shall be herein referred extent attributable to as “Tranche A Loans” and (y) Vessel 2 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche B Loans”.purchased par
Appears in 1 contract
The Commitments. Subject to the terms and conditions set forth herein:
(a) Subject each Dollar Lender severally agrees to make Revolving Loans in Dollars to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Dollar Credit Exposure exceeding such Lender’s Dollar Commitment, (ii) the aggregate Revolving Dollar Credit Exposure of all of the Lenders exceeding the Dollar Commitments, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect;
(b) each Multicurrency Lender severally agrees to make Revolving Loans in Dollars or in any Agreed Foreign Currency to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Multicurrency Credit Exposure exceeding such Lender’s Multicurrency Commitment, (ii) the aggregate Revolving Multicurrency Credit Exposure of all of the Lenders exceeding the Multicurrency Commitments, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect; and
(c) each Term Lender severally agrees to make a Term Loan in Dollars to the Borrower on the Effective Date in an aggregate principal amount (i) up to but not exceeding such Term Lender’s Initial Term Commitment and upon (ii) that will not result in the total Covered Debt Amount exceeding the Borrowing Base then in effect. Within the foregoing limits and subject to the terms and conditions set forth herein, each Lender severally agrees to make on the Borrower may borrow, prepay and after the first Initial Borrowing Date and prior reborrow Revolving Loans. Amounts repaid or prepaid with respect to the Commitment Termination Date and at the times specified in Section 2.02 term loans to the Borrower (each a “Loan” and collectively the “Loans”), which Term Loans (i) shall bear interest in accordance with Section 2.06, (ii) shall may not be denominated and repayable in Dollars, (iii) shall be disbursed on any Borrowing Date, (iv) disbursed on any Borrowing Date shall not exceed on such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date as set forth in Section 2.02, (v) disbursed on any Borrowing Date shall not exceed for any Lender the Dollar Equivalent of the reborrowed. The Term Commitment of each Term Lender shall automatically terminate upon such Term Lender on such Borrowing Date, (vi) disbursed on any Borrowing Date shall not exceed the Dollar Availability on any such Borrowing Date and (vii) shall not in the aggregate exceed the Dollar Maximum Amountfully funding its Term Commitment.
(b) Loans disbursed to indirectly fund installments and delivery payments to the Yard in respect of (x) Vessel 1 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche A Loans” and (y) Vessel 2 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche B Loans”.
Appears in 1 contract
Sources: Senior Secured Credit Agreement (Blue Owl Capital Corp II)
The Commitments. On the terms and subject to the applicable conditions hereinafter set forth, including, without limitation, Article III:
(a) Subject to and upon the terms and conditions set forth herein, each Revolving Lender severally agrees to make on and after the first Initial Borrowing Date and prior loans to the Borrower (each, a “Revolving Loan”) from time to time on any Business Day during the period from the Closing Date through the end of the Commitment Termination Date Period, in each case in an aggregate principal amount at any one time outstanding up to but not exceeding (i) such ▇▇▇▇▇▇’s Revolving Commitment and (ii) as to all Lenders, the Total Revolving Commitment at such time; provided that the times specified Multicurrency Loans shall be made solely by the Multicurrency Lenders and the Dollar Loans shall be made by the Dollar Lenders or the Multicurrency Lenders, as applicable, in each case in accordance with Section 2.02 2.13;
(b) each Term Lender severally agrees to make term loans to the Borrower (each each, a “Term Loan” ”) from time to time on any Business Day during the period from the Closing Date through the end of the Commitment Period, in each case in an aggregate initial principal amount for all such made (and collectively the “Loans”), which to be made) Term Loans up to but not exceeding (i) such Term Lender’s Term Commitment and (ii) as to all Term Lenders, the Total Term Commitment at such time; provided that the Multicurrency Loans shall bear interest be made solely by the Multicurrency Lenders and the Dollar Loans shall be made by the Dollar Lenders or the Multicurrency Lenders, as applicable, in each case in accordance with Section 2.062.13;
(c) within such limits and subject to the other terms and conditions of this Agreement, the Borrower may borrow (iiand re-borrow) Revolving Loans under this Section 2.1 and prepay Revolving Loans under Section 2.7. Term Loans, once repaid, may not be reborrowed; and
(d) within such limits and subject to the other terms and conditions of this Agreement, the Borrower shall be denominated and repayable permitted to borrow Term Loans in Dollars, (iii) advance of the settlement of the purchase of one or more additional Collateral Loans or distributions to the Parent. The proceeds of any such Term Loan borrowings shall be disbursed on any Borrowing Date, (iv) disbursed on any Borrowing Date shall not exceed on such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date as set forth in Section 2.02, (v) disbursed on any Borrowing Date shall not exceed for any Lender the Dollar Equivalent of the Commitment of such Lender on such Borrowing Date, (vi) disbursed on any Borrowing Date shall not exceed the Dollar Availability on any such Borrowing Date and (vii) shall not retained in the aggregate exceed the Dollar Maximum AmountCollection Account as Principal Proceeds pending such purchase or distribution and will not be applied to any other purpose.
(b) Loans disbursed to indirectly fund installments and delivery payments to the Yard in respect of (x) Vessel 1 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche A Loans” and (y) Vessel 2 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche B Loans”.
Appears in 1 contract
Sources: Credit Agreement (Blue Owl Technology Finance Corp. II)
The Commitments. (a) (i) Subject to and upon the terms and conditions set forth herein, each Revolving Lender severally agrees to make make, at any time and from time to time on and or after the first Initial Borrowing Effective Date and prior to the Commitment Termination Date and at the times specified in Section 2.02 term Maturity Date, a revolving loan or revolving loans to the Borrower (each a “Revolving Loan” and collectively and, collectively, the “Revolving Loans”)) to the Borrower, which Revolving Loans (i) shall bear interest be denominated in accordance with Section 2.06Dollars, (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be denominated and repayable in Dollarsof the same Type, (iii) shall may be disbursed on any Borrowing Daterepaid and reborrowed in accordance with the provisions hereof, (iv) disbursed on any Borrowing Date shall not exceed on such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date as set forth in Section 2.02, (v) disbursed on any Borrowing Date shall not exceed for any Revolving Lender the Dollar Equivalent of the Commitment of such Lender on such Borrowing Dateat any time outstanding that aggregate principal amount which, (vi) disbursed on any Borrowing Date shall not exceed the Dollar Availability on any such Borrowing Date and (vii) shall not in the aggregate exceed the Dollar Maximum Amount.
(b) Loans disbursed to indirectly fund installments and delivery payments when added to the Yard in respect product of (x) Vessel 1 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche A Loans” such Revolving Lender’s RL Percentage and (y) Vessel 2 together the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with 50% the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans disbursed (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Revolving Lender at such time, and (v) shall not exceed in aggregate principal amount at any time outstanding, when added to fund payments (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the Hermes Premium hereunder shall be herein referred to as “Tranche B proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans”) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, the Total Revolving Loan Commitment at such time.
Appears in 1 contract
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a Term Loan Commitment severally agrees to make on and after a term loan or term loans (each, a “Term Loan” and, collectively, the first Initial Borrowing Date and prior “Term Loans”) to the Commitment Termination Date and at the times specified in Section 2.02 term loans to the Borrower (each a “Loan” and collectively the “Loans”)Borrower, which Term Loans (i) shall bear interest in accordance with Section 2.06be incurred pursuant to a single drawing on the Initial Borrowing Date, (ii) shall be denominated and repayable in Dollars, (iii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Term Loans comprising the same Borrowing shall at all times be disbursed on any Borrowing Dateof the same Type, and (iv) disbursed on any Borrowing Date shall be made by each such Lender in an aggregate principal amount that does not exceed on such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date as set forth in Section 2.02, (v) disbursed on any Borrowing Date shall not exceed for any Lender the Dollar Equivalent of the Term Loan Commitment of such Lender on such the Initial Borrowing Date. Once repaid, (vi) disbursed on any Borrowing Date shall Term Loans incurred hereunder may not exceed the Dollar Availability on any such Borrowing Date and (vii) shall not in the aggregate exceed the Dollar Maximum Amountbe reborrowed.
(b) Loans disbursed to indirectly fund installments and delivery payments Subject to the Yard terms and conditions and relying upon the representations and warranties herein and in respect of (x) Vessel 1 together with 50% of the Second Amendment, each Buckingham Acquisition Incremental Term Lender agrees, severally and not jointly, to make a Buckingham Acquisition Incremental Term Loan pursuant to the Second Amendment to the Borrower on the Second Amendment Effective Date in a principal amount not to exceed its Buckingham Acquisition Incremental Term Loan Commitment. Once repaid, Buckingham Acquisition Incremental Term Loans disbursed to fund payments of the Hermes Premium hereunder shall may not be herein referred to as “Tranche A Loans” and (y) Vessel 2 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche B Loansreborrowed.”.
Appears in 1 contract
The Commitments. (a) Subject to and upon On the terms and subject to the conditions set forth hereincontained in this Agreement, each Lender severally agrees to make on and after the first Initial Borrowing Date and prior to the Commitment Termination Date and at the times specified in Section 2.02 term revolving loans (each a "Revolving Loan") to the Borrower (each from time to time on any Business Day during the period from the date hereof until the Revolving Credit Termination Date in an aggregate amount not to exceed at any time outstanding for all such Revolving Loans by such Lender such Lender's Revolving Credit Commitment; provided, however, that at no time shall any Lender be obligated to make a “Loan” and collectively the “Loans”), which Loans Revolving Loan (i) shall bear interest in accordance with Section 2.06, excess of such Lender's Ratable Portion of the Available Credit and (ii) shall be denominated and repayable in Dollarsto the extent that the aggregate Revolving Loans then outstanding, (iii) shall be disbursed on any Borrowing Dateafter giving effect to such Revolving Loan, (iv) disbursed on any Borrowing Date shall not exceed on such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date as set forth in Section 2.02, (v) disbursed on any Borrowing Date shall not exceed for any Lender the Dollar Equivalent of the Commitment of such Lender on such Borrowing Date, (vi) disbursed on any Borrowing Date shall not would exceed the Dollar Availability on any Maximum Credit in effect at such Borrowing Date and (vii) shall not in time. Within the aggregate exceed the Dollar Maximum Amountlimits of each Lender's Revolving Credit Commitment, amounts of Revolving Loans repaid may be reborrowed under this Section 2.1(a).
(b) Loans disbursed to indirectly fund installments On the terms and delivery payments subject to the Yard conditions contained in respect this Agreement, each Lender severally agrees to make term loans (each a "Term Loan") to the Borrower from time to time on any Business Day during the period from the date hereof until the Term Credit Termination Date in an aggregate amount not to exceed at any time outstanding for all such Term Loans by such Lender such Lender's Term Credit Commitment; provided, however, that at no time shall any Lender be obligated to make a Term Loan (i) in excess of (x) Vessel 1 together with 50% such Lender's Ratable Portion of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche A Loans” aggregate Term Credit Commitments and (yii) Vessel 2 together with 50% to the extent that the aggregate Term Loans then outstanding, after giving effect to such Term Loan, would exceed the aggregate Term Credit Commitments in effect at such time. No amounts of the Term Loans disbursed to fund payments of the Hermes Premium hereunder shall repaid may be herein referred to as “Tranche B Loans”reborrowed under this Section 2.1(b).
Appears in 1 contract
The Commitments. (a) Subject to and upon On the terms and subject to the applicable conditions hereinafter set forth hereinforth, including, without limitation, Article III:
(i) each Revolving Lender severally agrees to make on and after the first Initial Borrowing Date and prior loans to the Borrower (each, a “Revolving Loan”) and (ii) the Swingline Lender hereby agrees to make Swingline Loans to or on behalf of the Borrower (individually, a “Swingline Loan” and collectively, the “Swingline Loans”) from time to time on any Business Day (each such date on which a Loan is made, a “Loan Date”) during the period from the Closing Date through the end of the Commitment Termination Date Period, in each case in an aggregate principal amount at any one time outstanding up to but not exceeding (i) such Lender’s Revolving Commitment and (ii) as to all Lenders, the Total Revolving Commitment at such time; provided that the times specified Multicurrency Loans shall be made solely by the Multicurrency Lenders and the Dollar Loans shall be made by the Dollar Lenders or the Multicurrency Lenders, as applicable, in each case in accordance with Section 2.02 2.14;
(b) each Term Lender severally agrees to make term loans to the Borrower (each each, a “Term Loan” and collectively ”) within two weeks of the “Loans”), which Loans Closing Date in an aggregate principal amount at any one time outstanding up to but not exceeding (i) such Term Lender’s Term Commitment and (ii) as to all Term Lenders, the Total Term Commitment at such time; provided that the Multicurrency Loans shall bear interest be made solely by the Multicurrency Lenders and the Dollar Loans shall be made by the Dollar Lenders or the Multicurrency Lenders, as applicable, in each case in accordance with Section 2.062.14;
(c) Within such limits and subject to the other terms and conditions of this Agreement, the Borrower may borrow (iiand re-borrow) Revolving Loans under this Section 2.1 and prepay Revolving Loans under Section 2.7; provided that the Multicurrency Loans shall be denominated made solely by the Multicurrency Lenders and repayable in Dollars, (iii) the Dollar Loans shall be disbursed on any Borrowing Date, (iv) disbursed on any Borrowing Date shall not exceed on such Borrowing Date for all Lenders made by the Dollar Equivalent Lenders or the Multicurrency Lenders, as applicable, in each case in accordance with Section 2.14; and
(d) within such limits and subject to the other terms and conditions of this Agreement, the Borrower shall be permitted to borrow Term Loans in advance of the maximum available amount for such Borrowing Date as set forth in Section 2.02, (v) disbursed on any Borrowing Date shall not exceed for any Lender the Dollar Equivalent settlement of the Commitment purchase of such Lender on such Borrowing Date, (vi) disbursed on any Borrowing Date shall not exceed one or more additional Collateral Loans or distributions to the Dollar Availability on Borrower Parent. The proceeds of any such Borrowing Date and (vii) Term Loan borrowings shall not be retained in the aggregate exceed Collection Account as Principal Proceeds pending such purchase or distribution and will not be applied to any other purpose. Each Revolving Lender severally agrees, on the Dollar Maximum Amount.
last day of the Reinvestment Period (except if the Reinvestment Period terminates as a result of clause (b) Loans disbursed or (d) of the definition thereof) to indirectly fund installments make a Revolving Loan (and delivery payments the Borrower hereby directs that such Revolving Loan be made) in an amount equal to its Percentage Share of the Unfunded Amount (less the amount on deposit in the Future Funding Reserve Account) as of the date such Revolving Loan is made (such Revolving Loan, the “Future Funding Reserve Loan”), but only to the Yard extent that its Percentage Share does not exceed its Undrawn Commitment. The Borrower shall deposit the proceeds of such Loans in respect of (x) Vessel 1 together with 50% of the Loans disbursed to fund payments of Future Funding Reserve Account such that the Hermes Premium hereunder shall be herein referred to as “Tranche A Loans” and (y) Vessel 2 together with 50% of amounts on deposit in the Loans disbursed to fund payments of Future Funding Reserve Account equal the Hermes Premium hereunder shall be herein referred to as “Tranche B Loans”Unfunded Amount.
Appears in 1 contract
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender severally with a Term Loan Commitment severally, but not jointly, agrees to make a term loan or term loans (each a "Term Loan" and, collectively, the "Term Loans") to the Borrower, which Term Loans (i) shall be incurred pursuant to a single drawing on the Initial Borrowing Date, (ii) shall be denominated in Dollars, (iii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (A) except as otherwise specifically provided in Section 1.10(b), all Term Loans comprising the same Borrowing shall at all times be of the same Type, and (B) unless either the Administrative Agent otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), Term Loans may only be incurred and maintained as Base Rate Loans, and may not be converted into Eurodollar Loans, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Term Loan Commitment of such Lender on the Initial Borrowing Date. Once repaid, Term Loans incurred hereunder may not be reborrowed.
(b) Subject to and upon the terms and conditions set forth herein, each Lender with a Revolving Loan Commitment severally, but not jointly, agrees to make, at any time and from time to time on or after the first Initial Borrowing Date and prior to the Commitment Termination Date and at the times specified in Section 2.02 term Revolving Loan Maturity Date, a revolving loan or revolving loans to the Borrower (each a “"Revolving Loan” and collectively " and, collectively, the “"Revolving Loans”)") to the Borrower, which Revolving Loans (i) shall bear interest be denominated in Dollars, (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (A) except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, and (B) unless either the Administrative Agent otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), Revolving Loans may only be incurred and maintained as Base Rate Loans, and may not be converted into Eurodollar Loans, (iii) may be repaid and reborrowed in accordance with Section 2.06the provisions hereof, and (iv) shall not exceed for any such Lender at any time outstanding that aggregate principal amount which, when added to the product of (x) such Lender's RL Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Lender at such time.
(c) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, at any time and from time to time on or after the Initial Borrowing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrower, which Swingline Loans (i) shall be incurred and maintained as Base Rate Loans, (ii) shall be denominated and repayable in Dollars, (iii) shall may be disbursed on any Borrowing Daterepaid and reborrowed in accordance with the provisions hereof, (iv) disbursed on any Borrowing Date shall not exceed on in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the aggregate amount of all Letter of Credit Outstandings at such Borrowing Date for all Lenders time, an amount equal to the Dollar Equivalent of the maximum available amount for Total Revolving Loan Commitment at such Borrowing Date as set forth in Section 2.02time, and (v) disbursed on any Borrowing Date shall not exceed for in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 1.01(c), (i) the Swingline Lender shall not be obligated to make any Swingline Loans at a time when a Lender Default exists with respect to an RL Lender unless the Dollar Equivalent Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender's risk with respect to the Defaulting Lender's or Lenders' participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender's or Lenders' RL Percentage of the Commitment outstanding Swingline Loans, and (ii) the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower, any other Credit Party or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the waiver of such Lender on such Borrowing Date, (vi) disbursed on any Borrowing Date shall not exceed Default or Event of Default by the Dollar Availability on any such Borrowing Date and (vii) shall not in the aggregate exceed the Dollar Maximum AmountRequired Lenders.
(bd) Loans disbursed to indirectly fund installments and delivery payments On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Yard RL Lenders that the Swingline Lender's outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all RL Lenders pro rata based on each such RL Lender's RL Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each RL Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing, and (v) the amount of the Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each RL Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the RL Lenders to share in such Swingline Loans ratably based upon their respective RL Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), provided that (x) Vessel 1 together with 50% all interest payable on the Swingline Loans shall be for the account of the Loans disbursed Swingline Lender until the date as of which the respective participation is required to fund payments of be purchased and, to the Hermes Premium hereunder extent attributable to the purchased participation, shall be herein referred payable to as “Tranche A Loans” the participant from and after such date and (y) Vessel 2 together with 50% at the time any purchase of participations pursuant to this sentence is actually made, the Loans disbursed to fund payments of the Hermes Premium hereunder purchasing RL Lender shall be herein referred required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to Revolving Loans maintained as “Tranche B Loans”Base Rate Loans hereunder for each day thereafter.
Appears in 1 contract
Sources: Credit Agreement (First Horizon Pharmaceutical Corp)
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with an Initial Term Loan Commitment severally agrees to make a term loan or term loans (each, an “Initial Term Loan” and, collectively, the “Initial Term Loans”) to the Borrower, which Initial Term Loans (i) shall be incurred pursuant to a single drawing on the Initial Borrowing Date, (ii) shall be denominated in Dollars, (iii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, except as otherwise specifically provided in Section 2.10(b), all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Initial Borrowing Date. Once repaid, Initial Term Loans incurred hereunder may not be reborrowed.
(b) Subject to and upon the terms and conditions set forth herein, each Lender with a Revolving Loan Commitment severally agrees to make, at any time and from time to time on or after the first Initial Borrowing Date and prior to the Commitment Termination Date and at the times specified in Section 2.02 term Revolving Loan Maturity Date, a revolving loan or revolving loans to the Borrower (each a “Revolving Loan” and collectively and, collectively, the “Revolving Loans”)) to the Borrower, which Revolving Loans (i) shall bear interest be denominated in Dollars, (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, except as otherwise specifically provided in Section 2.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iii) may be repaid and reborrowed in accordance with Section 2.06the provisions hereof, and (iv) shall not exceed for any such Lender at any time outstanding that aggregate principal amount which, when added to the product of (x) such Lender’s RL Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Lender at such time.
(c) Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment for a given Tranche of Incremental Term Loans severally agrees to make a term loan or term loans (each, an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) to the Borrower, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing of such Tranche on the applicable Incremental Term Loan Borrowing Date, (ii) shall be denominated and repayable in Dollars, (iii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, except as otherwise specifically provided in Section 2.10(b), all Incremental Term Loans of a given Tranche made as part of the same Borrowing shall be disbursed on any Borrowing Dateat all times consist of Incremental Term Loans of the same Type, and (iv) disbursed on any Borrowing Date shall not exceed on such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date as set forth in Section 2.02, (v) disbursed on any Borrowing Date shall not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereof, the Dollar Equivalent of the Incremental Term Loan Commitment of such Incremental Term Loan Lender for such Tranche on such the respective Incremental Term Loan Borrowing Date. Once repaid, Incremental Term Loans incurred hereunder may not be reborrowed.
(d) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, at any time and from time to time on or after the Initial Borrowing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower, which Swingline Loans (i) shall be incurred and maintained as Base Rate Loans, (viii) disbursed on any Borrowing Date shall be denominated in Dollars, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not exceed in aggregate principal amount at any time outstanding, when combined with the Dollar Availability on any aggregate principal amount of all Revolving Loans then outstanding and the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Swingline Loans) at such Borrowing Date time, an amount equal to the Total Revolving Loan Commitment at such time, and (viiv) shall not exceed in aggregate principal amount at any time outstanding the aggregate exceed Maximum Swingline Amount. Notwithstanding anything to the Dollar Maximum Amountcontrary contained in this Section 2.01(d), the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower, any other Credit Party, the Required Lenders or the Majority Lenders with Revolving Loans and/or Revolving Loan Commitments stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default by the Required Lenders or the Majority Lenders with Revolving Loans and/or Revolving Loan Commitments, as applicable.
(be) Loans disbursed to indirectly fund installments and delivery payments On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Yard RL Lenders that the Swingline Lender’s outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 11.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 11), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all RL Lenders pro rata based on each such RL Lender’s RL Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 11) and the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each RL Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing, and (v) the amount of the Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each RL Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the RL Lenders to share in such Swingline Loans ratably based upon their respective RL Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 11), provided that (x) Vessel 1 together with 50% all interest payable on the Swingline Loans shall be for the account of the Loans disbursed Swingline Lender until the date as of which the respective participation is required to fund payments of be purchased and, to the Hermes Premium hereunder extent attributable to the purchased participation, shall be herein referred payable to as “Tranche A Loans” the participant from and after such date and (y) Vessel 2 together with 50% at the time any purchase of participations pursuant to this sentence is actually made, the purchasing RL Lender shall be required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.
(f) If the Initial Revolving Loan Maturity Date shall have occurred at a time when Extended Revolving Loan Commitments are in effect, then on the Initial Revolving Loan Maturity Date all then outstanding Swingline Loans shall be repaid in full on such date (and there shall be no adjustment to the participations in such Swingline Loans as a result of the Loans disbursed to fund payments occurrence of the Hermes Premium hereunder Initial Revolving Loan Maturity Date); provided that, if on the occurrence of the Initial Revolving Loan Maturity Date (after giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated in Section 3.07), there shall exist sufficient unutilized Extended Revolving Loan Commitments so that the respective outstanding Swingline Loans could be incurred pursuant to Extended Revolving Loan Commitments which will remain in effect after the occurrence of the Initial Revolving Loan Maturity Date, then there shall be herein referred an automatic adjustment on such date of the participations in such Swingline Loans and same shall be deemed to as “Tranche B Loans”have been incurred solely pursuant to the Extended Revolving Loan Commitments and such Swingline Loans shall not be so required to be repaid in full on the Initial Revolving Loan Maturity Date.
Appears in 1 contract
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender severally agrees to make make, at any time and from time to time on and or after the first Initial Borrowing Date and prior to the Commitment Termination Revolving Loan Maturity Date and at for its Revolving Loan Commitment, a revolving loan or revolving loans (each, a “Revolving Loan” and, collectively, the times specified in Section 2.02 term loans “Revolving Loans”) to the Borrower (each a “Loan” and collectively the “Loans”)Borrower, which Revolving Loans (i) shall bear interest be denominated in the respective Available Currency elected by the Borrower, (ii) shall, at the option of Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans, Eurodollar Loans, Euro Denominated Loans or Sterling Denominated Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iii) may be repaid and reborrowed in accordance with Section 2.06the provisions hereof, (iv) shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Aggregate Exposure to exceed the lesser of (A) the Total Commitment and (B) the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) and (v) in the case of any Borrowing of (A) Euro Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Euro Denominated Obligations to exceed the Maximum Euro Denominated Obligations Amount or (B) Sterling Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Sterling Denominated Obligations to exceed the Maximum Sterling Denominated Loan Amount.
(b) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, at any time and from time to time on or after the Initial Borrowing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower, which Swingline Loans (i) shall be incurred and maintained as Base Rate Loans, (ii) shall be denominated and repayable in Dollars, (iii) shall may be disbursed on any Borrowing Daterepaid and reborrowed in accordance with the provisions hereof, (iv) disbursed on any Borrowing Date shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the aggregate amount of all Letter of Credit Outstandings at such time, an amount equal to the Total Commitment at such time, (v) shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) and (vi) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 2.01(b), (i) the Swingline Lender shall not be obligated to make any Swingline Loans at a time when a Lender Default exists with respect to an Lender unless the Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender’s risk with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender’s or Defaulting Lenders’ RL Percentage of the outstanding Swingline Loans, and (ii) the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower, any other Credit Party or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default by the Required Lenders.
(c) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Lenders that the Swingline Lender’s outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 11.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 11), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all Lenders pro rata based on each such Lender’s RL Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 11) and the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing, and (v) the amount of the Borrowing Base or Total Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective RL Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 11), provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.
(d) Notwithstanding anything to the contrary in Section 2.01(a) or elsewhere in this Agreement, the Administrative Agent shall have the right to establish reserves in such amounts, and with respect to such matters, as the Administrative Agent in its Permitted Discretion shall deem necessary or appropriate, against the Borrowing Base, including, without limitation, reserves with respect to (i) sums that the Borrower is or will be required to pay (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and have not yet paid (including, without limitation, a Rent Reserve against Eligible Inventory included in the Borrowing Base) and (ii) amounts owing by the Borrower or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral, which Lien or trust, in the Permitted Discretion of the Administrative Agent is capable of ranking senior in priority to or pari passu with one or more of the Liens granted in the Security Documents (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral. In addition to the foregoing, the Administrative Agent shall have the right to have the Borrower’s and each Wholly-Owned Subsidiary Guarantor’s Inventory reappraised by a qualified appraisal company selected by the Administrative Agent in accordance with Section 9.01(o) after the Initial Borrowing Date for all Lenders the Dollar Equivalent purpose of re-determining the Net Orderly Liquidation Value of the maximum available Eligible Inventory, and, as a result, re-determining the Borrowing Base.
(e) In the event that the Administrative Agent in its Permitted Discretion deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of repayment of the Obligations, or (iii) to pay any other amount for such chargeable to the Borrower pursuant to the terms of this Agreement, including, without limitation, expenses and Fees, in the event the Borrower is unable to comply with (A) the Borrowing Date as Base limitations set forth in Sections 2.01(a) or (B) the conditions precedent to the making of Revolving Loans or the issuance of Letters of Credit set forth in Section 2.027, (v) disbursed on any Borrowing Date shall not exceed for any Lender the Dollar Equivalent of the Commitment of such Lender on such Borrowing Date, (vi) disbursed on any Borrowing Date shall not exceed the Dollar Availability on any such Borrowing Date and (vii) shall not in the aggregate exceed the Dollar Maximum Amount.
(b) Loans disbursed to indirectly fund installments and delivery payments to the Yard in respect of (x) Vessel 1 together the Lenders authorize the Administrative Agent, for the account of the Lenders, to make Revolving Loans to the Borrower, which, in each case, may only be made as Base Rate Loans (each, an “Agent Advance”) for a period commencing on the date the Administrative Agent first receives a Notice of Borrowing requesting an Agent Advance until the earlier of (i) the twentieth Business Day after such date, (ii) the date the Borrower is again able to comply with 50the Borrowing Base limitations and the conditions precedent to the making of Revolving Loans and issuance of Letters of Credit, or obtains an amendment or waiver with respect thereto or (iii) the date the Required Lenders instruct the Administrative Agent to cease making Agent Advances (in each case, the “Agent Advance Period”). The Administrative Agent shall not make any Agent Advance to the extent that at such time the amount of such Agent Advance, either (I) when added to the aggregate outstanding amount of all other Agent Advances made to the Borrower at such time, would exceed 10% of the Loans disbursed Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) or (II) which are incurred as Revolving Loans, when added to fund payments the Aggregate Exposure as then in effect (immediately prior to the incurrence of such Agent Advance), would exceed the Hermes Premium hereunder Total Commitment at such time. It is understood and agreed that, subject to the requirements set forth above, Agent Advances may be made by the Administrative Agent in its sole discretion and that the Borrower shall have no right to require that any Agent Advances be herein referred made. Agent Advances will be subject to as “Tranche A Loans” and (y) Vessel 2 together periodic settlement with 50% of the Loans disbursed Lenders pursuant to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche B Loans”Section 2.04.
Appears in 1 contract
Sources: Credit Agreement (Dole Food Co Inc)
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with an A Term Loan Commitment severally agrees to make on and after a term loan or term loans (each, an “A Term Loan” and, collectively, the first Initial Borrowing Date and prior “A Term Loans”) to the Commitment Termination Date and at the times specified in Section 2.02 term loans to the Borrower (each a “Loan” and collectively the “Loans”)Borrower, which A Term Loans (i) shall bear interest in accordance with Section 2.06be incurred pursuant to a single drawing on the Restatement Effective Date, (ii) shall be denominated and repayable in Dollars, (iii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (A) except as otherwise specifically provided in Section 2.10(b), all A Term Loans comprising the same Borrowing shall at all times be of the same Type, and (B) unless the Administrative Agent otherwise has agreed or has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), no more than three Borrowings of A Term Loans to be maintained as Eurodollar Loans may be incurred prior to the 90th day after the Restatement Effective Date (or, if later, the last day of the Interest Period applicable to the third Borrowing of Eurodollar Loans referred to below), each of which Borrowings of Eurodollar Loans may only have an Interest Period of one month, and the first of which Borrowings may only be made on, or within five Business Days after, the Restatement Effective Date, the second of which Borrowings may only be made on the last day of the Interest Period of the first such Borrowing and the third of which Borrowings may only be made on the last day of the Interest Period of the second such Borrowing, and (iv) shall be disbursed made by each such Lender in that aggregate principal amount which does not exceed the A Term Loan Commitment of such Lender on any Borrowing the Restatement Effective Date. Once repaid, A Term Loans incurred hereunder may not be reborrowed.
(b) Subject to and upon the terms and conditions set forth herein, each Lender with a B Term Loan Commitment severally agrees to make a term loan or term loans (each, a “B Term Loan” and, collectively, the “B Term Loans”) to the Borrower, which B Term Loans (i) shall be incurred pursuant to a single drawing on the Restatement Effective Date, (ii) shall be denominated in Dollars, (iii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (A) except as otherwise specifically provided in Section 2.10(b), all B Term Loans comprising the same Borrowing shall at all times be of the same Type, and (B) unless the Administrative Agent otherwise has agreed or has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), no more than three Borrowings of B Term Loans to be maintained as Eurodollar Loans may be incurred prior to the 90th day after the Restatement Effective Date (or, if later, the last day of the Interest Period applicable to the third Borrowing of Eurodollar Loans referred to below), each of which Borrowings of Eurodollar Loans may only have an Interest Period of one month, and the first of which Borrowings may only be made on the same date as the initial Borrowing of A Term Loans that are maintained as Eurodollar Loans, the second of which Borrowings may only be made on the last day of the Interest Period of the first such Borrowing and the third of which Borrowings may only be made on the last day of the Interest Period of the second such Borrowing, and (iv) disbursed on any Borrowing Date shall be made by each such Lender in that aggregate principal amount which does not exceed the B Term Loan Commitment of such Lender on the Restatement Effective Date. Once repaid, B Term Loans incurred hereunder may not be reborrowed.
(c) Subject to and upon the terms and conditions set forth herein, each Lender with a Revolving Loan Commitment severally agrees to make, at any time and from time to time on or after the Restatement Effective Date and prior to the Revolving Loan Maturity Date, a revolving loan or revolving loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower, which Revolving Loans (i) shall be denominated in Dollars, (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (A) except as otherwise specifically provided in Section 2.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, and (B) unless the Administrative Agent otherwise has agreed or has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), no more than three Borrowings of Revolving Loans to be maintained as Eurodollar Loans may be incurred prior to the 90th day after the Restatement Effective Date (or, if later, the last day of the Interest Period applicable to the third Borrowing of Eurodollar Loans referred to below), each of which Borrowings of Eurodollar Loans may only have an Interest Period of one month, and the first of which Borrowings may only be made on the same date as the initial Borrowing of A Term Loans that are maintained as Eurodollar Loans, the second of which Borrowings may only be made on the last day of the Interest Period of the first such Borrowing Date for all Lenders and the Dollar Equivalent third of which Borrowings may only be made on the last day of the maximum available amount for Interest Period of the second such Borrowing Date as set forth in Section 2.02Borrowing, (viii) disbursed on any Borrowing Date may be repaid and reborrowed in accordance with the provisions hereof, and (iv) shall not exceed for any such Lender at any time outstanding that aggregate principal amount which, when added to the Dollar Equivalent product of (x) such Lender’s RL Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Lender at such time.
(d) Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment for a given Tranche of Incremental Term Loans severally agrees to make a term loan or term loans (each, an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) to the Borrower, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on such the respective Incremental Term Loan Borrowing Date, (viii) disbursed on any shall be denominated in Dollars, (iii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, except as otherwise specifically provided in Section 2.10(b), all Incremental Term Loans of a given Tranche made as part of the same Borrowing Date shall at all times consist of Incremental Term Loans of the same Type, and (iv) shall not exceed the Dollar Availability on for any such Incremental Term Loan Lender at any time of any incurrence thereof, the Incremental Term Loan Commitment of such Incremental Term Loan Lender for such Tranche on the respective Incremental Term Loan Borrowing Date. Once repaid, Incremental Term Loans may not be reborrowed.
(e) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, at any time and from time to time on or after the Restatement Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (viieach, a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower, which Swingline Loans (i) shall be incurred and maintained as Base Rate Loans, (ii) shall be denominated in Dollars, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the aggregate amount of all Letter of Credit Outstandings at such time, an amount equal to the Total Revolving Loan Commitment at such time, and (v) shall not exceed in aggregate principal amount at any time outstanding the Dollar Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 2.01(e), (i) the Swingline Lender shall not be obligated to make any Swingline Loans at a time when a Lender Default exists with respect to an RL Lender unless the Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender’s risk with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender’s or Defaulting Lenders’ RL Percentage of the outstanding Swingline Loans, and (ii) the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower, any other Credit Party or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default by the Required Lenders.
(bf) Loans disbursed to indirectly fund installments and delivery payments On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Yard RL Lenders that the Swingline Lender’s outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 11.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 11), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all RL Lenders pro rata based on each such RL Lender’s RL Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 11) and the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each RL Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing, and (v) the amount of the Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each RL Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the RL Lenders to share in such Swingline Loans ratably based upon their respective RL Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 11), provided that (x) Vessel 1 together with 50% all interest payable on the Swingline Loans shall be for the account of the Loans disbursed Swingline Lender until the date as of which the respective participation is required to fund payments of be purchased and, to the Hermes Premium hereunder extent attributable to the purchased participation, shall be herein referred payable to as “Tranche A Loans” the participant from and after such date, and (y) Vessel 2 together with 50% at the time any purchase of participations pursuant to this sentence is actually made, the Loans disbursed to fund payments of the Hermes Premium hereunder purchasing RL Lender shall be herein referred required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to Revolving Loans maintained as “Tranche B Loans”Base Rate Loans hereunder for each day thereafter.
Appears in 1 contract
The Commitments. Subject to the terms and conditions set forth herein:
(a) Subject each Dollar Lender severally agrees to make Revolving Loans in Dollars to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Dollar Credit Exposure exceeding such Lender’s Dollar Commitment, (ii) the aggregate Revolving Dollar Credit Exposure of all of the Lenders exceeding the Dollar Commitments, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect;
(b) each Multicurrency Lender severally agrees to make Revolving Loans in Dollars or in any Agreed Foreign Currency to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Multicurrency Credit Exposure exceeding such Lender’s Multicurrency Commitment, (ii) the aggregate Revolving Multicurrency Credit Exposure of all of the Lenders exceeding the Multicurrency Commitments, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect;
(c) each Term Lender severally agrees to make a Term Loan in Dollars to the Borrower on the Effective Date in an aggregate principal amount (i) up to but not exceeding such Term Lender’s Initial Term Commitment and upon (ii) that will not result in the total Covered Debt Amount exceeding the Borrowing Base then in effect; and
(d) the Borrower may reallocate all or a portion of any Lender’s Dollar Commitments to Multicurrency Commitments or all or a portion of any Lender’s Multicurrency Commitments to Dollar Commitments, in each case by written notice to the Administrative Agent no later than ten (10) Business Days before the date of the proposed reallocation, in form reasonably satisfactory to the Administrative Agent and with the written consent of any Lender whose commitment is being reallocated; provided that any such reallocation may not be made during the five (5) Business Days prior to the Commitment Termination Date or any Interest Payment Date or date of prepayment pursuant to Sections 2.10(a) through (c). Upon such reallocation, (i) the specified amount of such Lender’s Dollar Commitments or Multicurrency Commitments, as applicable, shall be deemed to be converted to an increase in such Multicurrency Commitments or Dollar Commitments, as applicable, for all purposes hereof, (ii) each Revolving Lender shall purchase or sell Dollar Loans and/or Multicurrency Loans, as applicable, at par to the other Lenders as specified by the Administrative Agent in an amount necessary such that, after giving effect to all such purchases and sales, each Revolving Lender shall have funded its pro rata share of the entire amount of the then outstanding Dollar Loans and Multicurrency Loans and (iii) the Borrower shall pay to the Revolving Lenders of each Class the amounts, if any, payable under Section 2.15 as a result of any resulting prepayment. Within the foregoing limits and subject to the terms and conditions set forth herein, each Lender severally agrees to make on the Borrower may borrow, prepay and after the first Initial Borrowing Date and prior reborrow Revolving Loans. Amounts repaid or prepaid with respect to the Commitment Termination Date and at the times specified in Section 2.02 term loans to the Borrower (each a “Loan” and collectively the “Loans”), which Term Loans (i) shall bear interest in accordance with Section 2.06, (ii) shall may not be denominated and repayable in Dollars, (iii) shall be disbursed on any Borrowing Date, (iv) disbursed on any Borrowing Date shall not exceed on such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date as set forth in Section 2.02, (v) disbursed on any Borrowing Date shall not exceed for any Lender the Dollar Equivalent of the reborrowed. The Term Commitment of each Term Lender shall automatically terminate upon such Term Lender on such Borrowing Date, (vi) disbursed on any Borrowing Date shall not exceed the Dollar Availability on any such Borrowing Date and (vii) shall not in the aggregate exceed the Dollar Maximum Amountfully funding its Term Commitment.
(b) Loans disbursed to indirectly fund installments and delivery payments to the Yard in respect of (x) Vessel 1 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche A Loans” and (y) Vessel 2 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche B Loans”.
Appears in 1 contract
Sources: Senior Secured Credit Agreement (Blackstone Private Credit Fund)
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a Term Loan Commitment severally agrees to make make, on the Effective Date, a term loan or term loans (each, a "Term Loan" and collectively, the "Term Loans") to Co- Borrowers (or in the case of Term Loans in the aggregate principal amount of $60,000,000 evidenced by the Florida Term Notes, to Florida Co-Borrower), which Term Loans: (i) shall be denominated in Dollars, (ii) except as hereinafter provided, shall, at the option of Co-Borrowers, be incurred and maintained as, and/or converted into, Floating Rate Loans or LIBO Rate Loans, and (iii) shall be made by each such Lender in a principal amount equal to the Term Loan Commitment of such Lender. Once repaid, Term Loans may not be reborrowed.
(b) Subject to and upon the terms and conditions set forth herein, each RL Lender severally agrees to make, at any time and from time to time after the first Initial Borrowing Effective Date and prior to the Commitment Termination Date Maturity Date, a loan or loans (each, a "Revolving Loan" and at collectively, the times specified in Section 2.02 term loans "Revolving Loans") to the Borrower (each a “Loan” and collectively the “Loans”)Co-Borrowers, which Revolving Loans (i) shall bear interest be denominated in Dollars, (ii) except as hereinafter provided, shall, at the option of Co-Borrowers, be incurred and maintained as, and/or converted into, Floating Rate Loans or LIBO Rate Loans, provided that all Revolving Loans comprising the same Advance shall at all times be of the same Type, (iii) may be repaid and reborrowed in accordance with Section 2.06the provisions hereof, and (iv) shall not exceed, in aggregate principal amount outstanding at any time for any such Lender, such Lender's Revolving Loan Commitment.
(c) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, from time to time after the Final Completion Date and prior to the Swingline Expiry Date, a loan or loans (each, a "Swingline Loan" and, collectively, the "Swingline Loans") to Co-Borrowers, which Swingline Loans (i) shall be denominated in Dollars, (ii) shall be denominated made and repayable in Dollarsmaintained as Floating Rate Loans, (iii) shall may be disbursed on any Borrowing Daterepaid and reborrowed in accordance with the provisions hereof, provided that a Swingline Loan may not be used to repay another Swingline Loan, (iv) disbursed shall not be made (or be required to be made) on any Borrowing Date shall not date if, after giving effect thereto, the Aggregate Outstanding Credit Exposure with respect to Revolving Loans and Swingline Loans would exceed on such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date as set forth aggregate Revolving Loan Commitment then in Section 2.02, effect and (v) disbursed on any Borrowing Date shall not exceed for exceed, in aggregate principal amount at any time outstanding, the Maximum Swingline Amount. The Swingline Lender shall not be obligated to make any Swingline Loans at a time when a Lender Default exists unless the Dollar Equivalent Swingline Lender has entered into arrangements satisfactory to it to eliminate the Swingline Lender's risk with respect to the Defaulting Lender's or Lenders' participation in such Swingline Loans, which arrangements may include the cash collateralization of such Defaulting Lender's or Lenders' Available Commitment. Notwithstanding anything to the contrary contained in this Section 2.1(c), the Swingline Lender shall not make any Swingline Loan if it has actual notice that a Default exists and is continuing until such time as the Swingline Lender shall have received written notice (i) of the Commitment waiver of such Lender on Default by the Majority Lenders or Unanimous Lenders, as applicable, or (ii) that the Administrative Agent in good faith believes such Borrowing Date, (vi) disbursed on any Borrowing Date shall not exceed the Dollar Availability on any such Borrowing Date and (vii) shall not in the aggregate exceed the Dollar Maximum AmountDefault has ceased to exist.
(bd) In the event that (i) Co-Borrowers do not repay any outstanding principal balance of any Swingline Loan by 2:00 p.m. New York time on the Business Day immediately following the fifth (5th) Business Day after such Swingline Loan was made or (ii) any Swingline Loans disbursed are outstanding on the Swingline Expiry Date, or upon the occurrence of a Default under Section 7.6 or Section 7.7, or upon the exercise of any remedies pursuant to indirectly fund installments and delivery payments Article VIII, the Swingline Lender shall by 2:00 p.m. New York time on the immediately succeeding Business Day give notice to the Yard in respect of (x) Vessel 1 together with 50% of the RL Lenders that its outstanding Swingline Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche A Loans” and (y) Vessel 2 together funded with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche B Loans”.a
Appears in 1 contract
The Commitments. Subject to the terms and conditions set forth herein:
(a) Subject each Dollar Lender severally agrees to make Revolving Loans in Dollars to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such ▇▇▇▇▇▇’s Revolving Dollar Credit Exposure exceeding such Lender’s Dollar Commitment, (ii) the aggregate Revolving Dollar Credit Exposure of all of the Dollar Lenders exceeding the aggregate Dollar Commitments at such time or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect;
(b) each Multicurrency Lender severally agrees to make Revolving Loans in Dollars and upon in Agreed Foreign Currencies to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Multicurrency Credit Exposure exceeding such Lender’s Multicurrency Commitment, (ii) the aggregate Revolving Multicurrency Credit Exposure of all of the Multicurrency Lenders exceeding the aggregate Multicurrency Commitments at such time or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect; and
(c) each Term Lender severally agrees to make a Term Loan in Dollars to the Borrower on the Second Amendment Effective Date in an aggregate principal amount (i) up to but not exceeding such Term Lender’s Initial Term Commitment and (ii) that will not result in the total Covered Debt Amount exceeding the Borrowing Base then in effect. 51 Revolving Credit Agreement Within the foregoing limits and subject to the terms and conditions set forth herein, each Lender severally agrees to make on the Borrower may borrow, prepay and after the first Initial Borrowing Date and prior reborrow Revolving Loans. Amounts repaid or prepaid with respect to the Commitment Termination Date and at the times specified in Section 2.02 term loans to the Borrower (each a “Loan” and collectively the “Loans”), which Term Loans (i) shall bear interest in accordance with Section 2.06, (ii) shall may not be denominated and repayable in Dollars, (iii) shall be disbursed on any Borrowing Date, (iv) disbursed on any Borrowing Date shall not exceed on such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date as set forth in Section 2.02, (v) disbursed on any Borrowing Date shall not exceed for any Lender the Dollar Equivalent of the reborrowed. The Term Commitment of each Term Lender shall automatically terminate upon such Term Lender on such Borrowing Date, (vi) disbursed on any Borrowing Date shall not exceed the Dollar Availability on any such Borrowing Date and (vii) shall not in the aggregate exceed the Dollar Maximum Amountfully funding its Term Commitment.
(b) Loans disbursed to indirectly fund installments and delivery payments to the Yard in respect of (x) Vessel 1 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche A Loans” and (y) Vessel 2 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche B Loans”.
Appears in 1 contract
The Commitments. On the terms and subject to the applicable conditions hereinafter set forth, including, without limitation, Article III:
(a) Subject to and upon the terms and conditions set forth herein, each Revolving Lender severally agrees to make on and after the first Initial Borrowing Date and prior to the Commitment Termination Date and at the times specified in Section 2.02 term loans to the Borrower (each, a "Revolving Loan") from time to time on any Business Day during the period from the Closing Date through the end of the Commitment Period, in each a “Loan” and collectively the “Loans”), which Loans case in an aggregate principal amount at any one time outstanding up to but not exceeding (i) shall bear interest in accordance with Section 2.06, such Revolving Lender's Revolving Commitment and (ii) shall be denominated and repayable in Dollarsas to all Revolving Lenders, (iii) shall be disbursed on any Borrowing Date, (iv) disbursed on any Borrowing Date shall not exceed on the Total Revolving Commitment at such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date as set forth in Section 2.02, (v) disbursed on any Borrowing Date shall not exceed for any Lender the Dollar Equivalent of the Commitment of such Lender on such Borrowing Date, (vi) disbursed on any Borrowing Date shall not exceed the Dollar Availability on any such Borrowing Date and (vii) shall not in the aggregate exceed the Dollar Maximum Amount.time; and
(b) Loans disbursed each Term Lender severally agrees to indirectly fund installments and delivery payments make loans to the Yard Borrower (each, a "Term Loan") on the Closing Date, in respect an aggregate principal amount at any one time outstanding up to but not exceeding (i) such Term Lender's Term Commitment and (ii) as to all Term Lenders, the Total Term Commitment at such time. Each such borrowing of a Revolving Loan on any single day is referred to herein as a "Revolving Borrowing"; and each such borrowing of a Term Loan on the Closing Date is referred to herein as a "Term Borrowing". Revolving Borrowing and Term Borrowing are referred to herein collectively as "Fundings". Within such limits and subject to the other terms and conditions of this Agreement, the Borrower may borrow (xand re-borrow) Vessel 1 together with 50% Revolving Loans under this Section 2.1 and prepay Revolving Loans under Section 2.7. Term Loans, once repaid, may not be reborrowed. Each Revolving Lender severally agrees, on the last day of the Loans disbursed to fund payments Reinvestment Period (except if the Reinvestment Period terminates as a result of clause (b) or (d) of the Hermes Premium hereunder shall definition thereof) to make a Revolving Loan (and the Borrower hereby directs that such Revolving Loan be herein referred made) in an amount equal to as “Tranche A Loans” and (y) Vessel 2 together with 50% its Percentage Share of the Loans disbursed to fund payments Unfunded Amount (less the amount on deposit in the Future Funding Reserve Account) as of the Hermes Premium hereunder date such Revolving Loan is made (such Revolving Loan, the "Future Funding Reserve Loan"), but only to the extent that its Percentage Share does not exceed its Undrawn Commitment. The Borrower shall be herein referred to as “Tranche B Loans”deposit the proceeds of such Loans in the Future Funding Reserve Account such that the amounts on deposit in the Future Funding Reserve Account equal the Unfunded Amount.
Appears in 1 contract
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a Term Loan Commitment severally agrees to make on and after a term loan or term loans (each, a “Term Loan” and, collectively, the first Initial Borrowing Date and prior “Term Loans”) to the Commitment Termination Date and at the times specified in Section 2.02 term loans to the Borrower (each a “Loan” and collectively the “Loans”)Borrower, which Term Loans (i) shall bear interest in accordance with Section 2.06be incurred pursuant to a single drawing on the Effective Date (such Term Loans made on the Effective Date, the “Initial Term Loans”), (ii) shall be denominated and repayable in Dollars, (iii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Term Loans comprising the same Borrowing shall at all times be disbursed on any Borrowing Dateof the same Type, and (iv) disbursed on any Borrowing Date shall be made by each such Lender in that aggregate principal amount which does not exceed on such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date as set forth in Section 2.02, (v) disbursed on any Borrowing Date shall not exceed for any Lender the Dollar Equivalent of the Term Loan Commitment of such Lender on such Borrowing the Effective Date. Once repaid, (vi) disbursed on any Borrowing Date shall Term Loans incurred hereunder may not exceed the Dollar Availability on any such Borrowing Date and (vii) shall not in the aggregate exceed the Dollar Maximum Amountbe reborrowed.
(b) Subject to and upon the terms and conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, each Lender having an Incremental Term Loan Commitment severally agrees to make Incremental Term Loans disbursed to indirectly fund installments and delivery payments to the Yard in respect Borrower, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the date of (x) Vessel 1 together with 50% effectiveness of the Loans disbursed to fund payments Incremental Term Loan Commitment of the Hermes Premium hereunder such Lender, (ii) shall be herein referred to as “Tranche A Loans” denominated in Dollars, and (yiii) Vessel 2 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred made by each such Lender in that aggregate principal amount which does not exceed the Incremental Term Loan Commitment of such Lender on the date of effectiveness of such Incremental Term Loan Commitment. Once repaid, Incremental Term Loans incurred hereunder may not be reborrowed.
(c) The Total Term Loan Commitment (and the Term Loan Commitment of each Lender) (other than any Incremental Term Loan Commitments, which shall terminate as provided in the related Incremental Term Loan Assumption Agreement) shall terminate in its entirety on the Effective Date (after giving effect to as “Tranche B Loans”the incurrence of Term Loans on such date).
Appears in 1 contract
Sources: Credit Agreement (Radio One, Inc.)
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with an Initial Term Loan Commitment severally agrees to make a term loan or term loans (each an “Initial Term Loan” and collectively the “Initial Term Loans”) to the Borrower in an amount not more than such Lender’s Initial Term Loan Commitment, which Initial Term Loans (i) shall be incurred pursuant to a single drawing on the Initial Borrowing Date, (ii) shall be denominated in Dollars, and (iii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (A) except as otherwise specifically provided in Section 1.10(b), all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (B) unless either the Administrative Agent otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), prior to the 90th day following the Initial Borrowing Date, Initial Term Loans may only be incurred and maintained as, and/or converted into, Eurodollar Loans so long as all such outstanding Eurodollar Loans are subject to an Interest Period of one month which begins on the same day, with the first such Interest Period to begin no sooner than three Business Days (nor later than five Business Days) after the first Initial Borrowing Date, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Initial Borrowing Date. Once repaid, Initial Term Loans may not be reborrowed.
(b) Subject to and upon the terms and conditions set forth herein, each Lender with a Revolving Loan Commitment severally agrees to make, at any time and from time to time on or after the Initial Borrowing Date and prior to the Commitment Termination Date and at Revolving Loan Maturity Date, a revolving loan or revolving loans (each, a “Revolving Loan” and, collectively, the times specified in Section 2.02 term loans “Revolving Loans”) to the Borrower (each a “Loan” and collectively the “Loans”)Borrower, which Revolving Loans (i) shall bear interest be denominated in Dollars, (ii) shall, at the option of the Borrower, be incurred and main-tained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (A) except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, and (B) unless either the Administrative Agent otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), prior to the 90th day following the Initial Borrowing Date, Revolving Loans may only be incurred and maintained as, and/or converted into, Eurodollar Loans so long as all such outstanding Eurodollar Loans are subject to an Interest Period of one month which begins on the same day, (iii) may be repaid and reborrowed in accordance with Section 2.06the provisions hereof, and (iv) shall not exceed for any such Lender at any time outstanding that aggre-gate principal amount which, when added to the product of (x) such Lender’s RL Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclu-sive of Unpaid Drawings which are repaid with the proceeds of, and simul-tan-eously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incur-rence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Lender at such time.
(c) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, at any time and from time to time on or after the Initial Borrowing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower, which Swingline Loans (i) shall be incurred and maintained as Base Rate Loans, (ii) shall be denominated and repayable in Dollars, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the aggregate amount of all Letter of Credit Outstandings at such time, an amount equal to the Total Revolving Loan Commitment at such time, and (v) shall not exceed in aggre-gate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 1.01(c), (i) the Swingline Lender shall not be obligated to make any Swingline Loans at a time when a Lender Default exists with respect to an RL Lender unless the Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender’s risk with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender’s or Defaulting Lenders’ RL Percentage of the outstanding Swingline Loans, and (ii) the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower, any other Credit Party or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default by the Required Lenders.
(d) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the RL Lenders that the Swingline Lender’s outstanding Swingline Loans shall be disbursed funded with one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last para-graph of Section 10), in which case one or more Borrowings of Revolving Loans consti-tut-ing Base Rate Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immedi-ately succeeding Business Day by all RL Lenders pro rata based on each such RL Lender’s RL Percentage and the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each RL Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions speci-fied in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing, and (v) the amount of the Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date other-wise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each RL Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would other-wise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstand-ing Swingline Loans as shall be necessary to cause the RL Lenders to share in such Swingline Loans ratably based upon their respective RL Percentages, provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respec-tive partici-pa-tion is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of partici-pa-tions pursuant to this sentence is actually made, the purchasing RL Lender shall be required to pay the Swingline Lender interest on the principal amount of partici-pa-tion purchased for each day from and includ-ing the day upon which the Mandatory Borrowing would otherwise have occurred to but exclud-ing the date of payment for such participation at the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.
(e) Subject to Section 1.14, the other terms and conditions set forth herein and the relevant Incremental Term Loan Commitment Agreement, each Lender with an Incremental Term Loan Commitment severally agrees to make a term loan or term loans (each, an “Incremental Term Loan” and, collectively, the “Incremental Term Loans” and, together with the Initial Term Loans, the “Term Loans”) to the Borrower, which Incremental Term Loans: (i) may be incurred from time to time on or after the Syndication Date and prior to the Revolving Loan Maturity Date; (ii) except as hereafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that all Incremental Term Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Incremental Term Loans of the same Type; (iii) shall be made by each such Lender in that aggre-gate prin-ci-pal amount which does not exceed the Incremental Term Loan Commitment of such Lender (as set forth in the relevant Incremental Term Loan Commitment Agreement) on the respec-tive Incremental Term Loan Borrowing Date, (iv) disbursed on any Borrowing Date shall be added to then outstanding borrowings of Initial Term Loans as provided in Section 1.14(c) and (v) shall not exceed on such Borrowing Date $125,000,000 in aggre-gate principal amount for all Incremental Term Loans made by all Incremental Term Loan Lenders pursuant to this Agreement and the Dollar Equivalent of the maximum available amount for such Borrowing Date as set forth in Section 2.02various Incremental Term Loan Commitment Agreements. Once prepaid or repaid, (v) disbursed on any Borrowing Date shall Incremental Term Loans may not exceed for any Lender the Dollar Equivalent of the Commitment of such Lender on such Borrowing Date, (vi) disbursed on any Borrowing Date shall not exceed the Dollar Availability on any such Borrowing Date and (vii) shall not in the aggregate exceed the Dollar Maximum Amountbe reborrowed.
(b) Loans disbursed to indirectly fund installments and delivery payments to the Yard in respect of (x) Vessel 1 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche A Loans” and (y) Vessel 2 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche B Loans”.
Appears in 1 contract
Sources: Credit Agreement (RCN Corp /De/)
The Commitments. (a) Subject to and upon the terms and conditions set forth hereinherein (including, without limitation, the conditions set forth in Section 7), (I) each Existing Commitment (as in effect on the Restatement Effective Date immediately prior to giving effect thereto) of each Existing Lender is hereby continued on the Restatement Effective Date into a Commitment of such Existing Lender, and (II) each Lender severally agrees (A) that, on the Restatement Effective Date, each Existing Loan made by each Existing Lender to make a Borrower pursuant to the Existing Facility Agreement and outstanding on the Restatement Effective Date shall continue as a revolving loan, without novation, owing by such Borrower (each, a “Continued Loan”) and (B) subject to and upon the terms and conditions set forth herein (including, without limitation, the conditions set forth in Sections 7.01, 7.02 and 7.03) each Lender with a Commitment severally agrees to make, at any time and from time to time on or after the first Initial Borrowing Restatement Effective Date and prior to the Commitment Termination Date and at the times specified in Section 2.02 term Maturity Date, a revolving loan or revolving loans to the each Borrower (together with each Continued Loan, each, a “Loan” and collectively collectively, the “Loans”), which Loans Loans:
(i) shall bear interest be made and maintained in the respective Available Currency permitted for the Borrowers, as the case may be;
(ii) except as hereafter provided, shall, at the option of the Borrowers, be incurred and maintained as one or more Borrowings of U.S. Dollar Loans, Australian Dollar Loans, Sterling Loans or Euro Loans; provided that, except as otherwise specifically provided in Section 2.10(b), all Loans made as part of the same Borrowing shall at all times consist of Loans of the same Type;
(iii) may be repaid and reborrowed in accordance with the provisions hereof;
(iv) shall not be made (and shall not be required to be made) by any such Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause (v) the Individual Exposure of such Lender to exceed the amount of its Commitment at such time, (w) the Aggregate Exposure to exceed the Total Commitment at such time, (x) the Aggregate Exposure (other than the French Locally Supported Aggregate Exposure) to exceed the UK/AUS Borrowing Base, (y) the Aggregate Exposure plus the principal amount of any outstandings under the Local Law Financings (for this purpose, using the Pounds Sterling Equivalent of amounts not denominated in Pounds Sterling) to exceed the Aggregate Cap Amount, or (z) the outstanding amount of Loans made to the Australian Borrower to exceed the Australian Borrowing Limit; and
(v) which are denominated in Australian Dollars, Pounds Sterling or Euros and are required to be made by a Participating Specified Foreign Currency Lender, shall, subject to Section 2.0615, be made by the Fronting Lender. Notwithstanding anything to the contrary in this Section 2.01(a), no Loans may be made or remain outstanding to any Borrower that is a U.S. Obligor (other than Loans to the French Borrower made in respect of the French Borrowing Base) to the extent that (i) during the period from January 1 to May 31 of any year, the aggregate principal amount of Loans to Borrowers that are U.S. Obligors (other than Loans to the French Borrower made in respect of the French Borrowing Base) would exceed £25,000,000, and (ii) shall be denominated and repayable during the period from June 1 to December 31 of any year, the aggregate principal amount of Loans to Borrowers that are U.S. Obligors (other than Loans to the French Borrower made in Dollars, (iii) shall be disbursed on any Borrowing Date, (iv) disbursed on any Borrowing Date shall not exceed on such Borrowing Date for all Lenders the Dollar Equivalent respect of the maximum available amount for such French Borrowing Date as set forth in Section 2.02, (vBase) disbursed on any Borrowing Date shall not would exceed for any Lender the Dollar Equivalent of the Commitment of such Lender on such Borrowing Date, (vi) disbursed on any Borrowing Date shall not exceed the Dollar Availability on any such Borrowing Date and (vii) shall not in the aggregate exceed the Dollar Maximum Amount£75,000,000.
(b) Loans disbursed to indirectly fund installments and delivery payments Notwithstanding anything to the Yard contrary in Section 2.01(a), Section 7.03 or elsewhere in this Agreement, the Co-Collateral Agents shall have the right to establish Reserves in such amounts, and with respect to such matters, as the Co-Collateral Agents in their Permitted Discretion shall deem necessary or appropriate, against any Borrowing Base (which Reserves shall reduce such then existing applicable Borrowing Base in an amount equal to such Reserves); provided that such Reserves shall not be established or changed except upon not less than five (5) Business Days’ notice to the Borrowers (during which period the Co-Collateral Agents shall be available to discuss any such proposed Reserve with the Borrowers) and during which such five Business Day period the Borrowers shall be unable to borrow an amount equal to such proposed Reserves; provided, further, that no such prior notice shall be required for (1) changes to any Reserves resulting solely by virtue of (x) Vessel 1 together with 50% mathematical calculations of the Loans disbursed to fund payments amount of the Hermes Premium hereunder shall be herein referred Reserves in accordance with the methodology of calculation previously utilized (such as, but not limited to, Customer Credit Liabilities), or (2) changes to as “Tranche A Loans” and Reserves or the establishment of additional Reserves if a Material Adverse Effect under clause (y) Vessel 2 together with 50% of the Loans disbursed to fund payments definition thereof has occurred or it would be reasonably likely that a Material Adverse Effect under clause (y) of the Hermes Premium hereunder shall be herein referred definition thereof would occur were such Reserves not changed or established prior to as “Tranche B Loans”the expiration of such five Business Day period.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Toys R Us Inc)
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with an Initial Term Loan Commitment severally agrees to make on the Initial Borrowing Date a term loan or term loans (each an "Initial Term Loan" and collectively, the "Initial Term Loans") to the Borrower, which Initial Term Loans shall (i) be made and maintained in Dollars, (ii) at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or one or more Borrowings of Eurodollar Loans having such Interest Periods as are selected by the Borrower pursuant to Section 1.09, provided that prior to the Syndication Date, Initial Term Loans may only be incurred and maintained as or converted into Eurodollar Loans if the Interest Period in respect of such Eurodollar Loans is a Pre-Syndication Interest Period, and (iii) not exceed for any Lender, in initial aggregate principal amount, that amount which equals the Initial Term Loan Commitment of such Lender on the Initial Borrowing Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)). Once repaid, Initial Term Loans incurred hereunder may not be reborrowed.
(b) Subject to and upon the terms and conditions set forth herein, each Lender with an Euro Term Loan Commitment severally agrees to make on the Initial Borrowing Date a term loan or term loans (each an "Euro Term Loan" and collectively, the "Euro Term Loans") to the Borrower, which Euro Term Loans shall (i) be made and maintained in Euros, (ii) be incurred and maintained as one or more Borrowings of Euro Term Loans having such Interest Periods as are selected by the Borrower pursuant to Section 1.09, provided that prior to the Syndication Date, all such Euro Term Loans shall have Interest Periods which are Pre-Syndication Interest Periods, and (iii) not exceed for any Lender, in initial aggregate principal amount, that amount which equals the Euro Term Loan Commitment of such Bank at the time of incurrence thereof (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)). Once repaid, Euro Term Loans incurred hereunder may not be reborrowed.
(c) Subject to Section 1.15 and the other terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment severally agrees to make a term loan or term loans (each, an "Incremental Term Loan" and, collectively, the "Incremental Term Loans") to the Borrower, which Incremental Term Loans (i) may only be incurred pursuant to the number of drawings and on the Incremental Term Loan Borrowing Date(s) set forth in the applicable Incremental Commitment Agreement pursuant to which such Incremental Term Loans are to be made and shall in no event be incurred later than the Incremental Commitment Termination Date, (ii) be made and maintained in Dollars, (iii) shall constitute Term Loans under the Tranche specified in the applicable Incremental Commitment Agreement, provided that no Incremental Term Loans may be made part of the Tranche of Euro Term Loans, (iv) except as hereafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (x) all Incremental Term Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Incremental Term Loans of the same Type and (y) the Borrower's right to incur, maintain and/or convert Incremental Term Loans under a given Tranche into Eurodollar Loans may be subject to the limitations, if any, set forth in the applicable Incremental Commitment Agreement and (v) shall be made by each such Lender in that aggregate principal amount which does not exceed the Incremental Term Loan Commitment of such Lender under the relevant Tranche on any such Incremental Term Loan Borrowing Date (before giving effect to the termination thereof on such date pursuant to Section 3.03(b)). Once repaid, Incremental Term Loans incurred hereunder may not be reborrowed.
(d) Subject to and upon the terms and conditions set forth herein, each Lender with a Revolving Loan Commitment severally agrees to make to the Borrower at any time and from time to time on or after the first Initial Borrowing Date and prior to the Commitment Termination Date and at the times specified in Section 2.02 term Revolving Loan Maturity Date, a loan or loans to the Borrower (each a “"Revolving Loan” " and collectively the “"Revolving Loans”"), which Revolving Loans (i) shall bear interest be made and maintained in accordance with Section 2.06Dollars, (ii) at the option of the Borrower, shall be denominated incurred and repayable in Dollarsmaintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that prior to the Syndication Date all such Revolving Loans shall have Interest Periods which are Pre-Syndication Interest Periods, (iii) shall may be disbursed on any Borrowing Daterepaid and reborrowed in accordance with the provisions hereof, (iv) disbursed on any Borrowing Date shall not exceed on such Borrowing Date for all Lenders (immediately after giving effect to the Dollar Equivalent making thereof and the use of the maximum available amount for such Borrowing Date as set forth in Section 2.02, (vproceeds thereof) disbursed on any Borrowing Date shall not exceed for any Lender that aggregate principal amount which, when added to the Dollar Equivalent sum of (x) the aggregate principal amount of all other Revolving Loans made by such Lender and then outstanding and (y) the product of (A) such Lender's Revolving Percentage and (B) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, Revolving Loans) at such time, equals the Revolving Loan Commitment of such Lender on at such Borrowing Date, (vi) disbursed on any Borrowing Date shall not exceed the Dollar Availability on any such Borrowing Date and (vii) shall not in the aggregate exceed the Dollar Maximum Amounttime.
(b) Loans disbursed to indirectly fund installments and delivery payments to the Yard in respect of (x) Vessel 1 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche A Loans” and (y) Vessel 2 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche B Loans”.
Appears in 1 contract
Sources: Credit Agreement (Aearo CO I)
The Commitments. (a) Subject to and upon the terms and conditions set forth hereinin this Agreement, each Lender severally agrees (and not jointly) agrees, to make on make, Convert and after Continue Committed Loans during the first Initial Borrowing Date Availability Period as the Company may request; provided, however, that the aggregate principal amount of all Committed Loans made by such Lender shall not exceed such Lender's Commitment at any time, and prior the aggregate principal amount of all Committed Loans and all Competitive Loans made by all Lenders shall not exceed the combined Commitments at any time. Subject to the Commitment Termination Date foregoing and at other terms and conditions hereof, the times specified in Section 2.02 term loans to the Borrower (each a “Loan” Company may Borrow, Convert, Continue, prepay and collectively the “Loans”), which reborrow Committed Loans (i) as set forth herein without premium or penalty. Each Competitive Loan shall bear interest be made in accordance with Section 2.06, (ii) shall be denominated and repayable in Dollars, (iii) shall be disbursed on any Borrowing Date, (iv) disbursed on any Borrowing Date shall not exceed on such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date as set forth in Section 2.02, (v) disbursed on any Borrowing Date shall not exceed for any Lender the Dollar Equivalent of the Commitment of such Lender on such Borrowing Date, (vi) disbursed on any Borrowing Date shall not exceed the Dollar Availability on any such Borrowing Date and (vii) shall not in the aggregate exceed the Dollar Maximum Amount2.03.
(b) Committed Loans disbursed made by each Lender shall be evidenced by one or more loan accounts or records maintained by such Lender in the Ordinary Course of Business. Upon the request of any Lender made through the Administrative Agent, such Lender's Committed Loans may be evidenced by one or more Committed Loan Notes, instead of or in addition to indirectly fund installments loan accounts. (Each such Lender may endorse on the schedules annexed to its Committed Loan Note the date, amount and delivery maturity of its Committed Loans and payments with respect thereto.) Such loan accounts, records or Notes shall be conclusive absent manifest error of the amount of such Committed Loans and payments thereon. Any failure so to record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Company to pay any amount owing with respect to the Yard in respect of Committed Loans.
(xc) Vessel 1 together Unless the Administrative Agent and the Requisite Lenders otherwise consent, Loans with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder no more than 15 different Interest Periods shall be herein referred to as “Tranche A outstanding at any one time; provided that for the purposes of this sentence only, "Loans” and (y) Vessel 2 together with 50% of " shall mean all Loans outstanding under this Agreement, plus all loans outstanding under the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche B Loans”Multi-Year Credit Agreement.
Appears in 1 contract
Sources: Credit Agreement (Science Applications International Corp)
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each each(i) the Additional Term B Lender with an Initial Term Loan Commitment severally agrees to make a term loan (each ▇▇▇ “InitialTerm B Loan” and, collectively, the “Initial Term Loans”) to the Borrower in Dollars, which Initial Term Loans (i) shall be incurred pursuant to a single drawing on the Initial Borrowing Date, (ii) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans, and (iii) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender (before giving effect to any termination thereof on the Initial Borrowing Date pursuant to Section 3.03(b)) on the Amendment No. 1 Effective Date in a principal amount equal to the Additional Term B Commitment of the Additional Term B Lender, and (ii) each Converted Initial Term Loan of each Amendment No. 1 Consenting Lender shall be converted into a Term B Loan effective as of the Amendment No. 1 Effective Date in a principal amount equal to the principal amount of such Lender’s Converted Initial Term Loan immediately prior to such conversion; provided that all the Term B Loans shall initially consist of a Eurodollar Loan with an Interest Period ending April 2, 2013 and the Eurodollar Rate for such Interest Period shall be deemed to be 1.00%. On the Term B Loan Maturity Date, all outstanding Term B Loans shall be repaid in full. Once prepaid or repaid, InitialTerm B Loans incurred hereunder may not be reborrowed.
(b) Subject to and upon the terms and conditions set forth herein, each Lender with a Revolving Loan Commitment severally agrees, at any time and from time to time on and after the first Initial Borrowing Date and prior to the Commitment Termination Date and at Revolving Loan Maturity Date, to make a revolving loan or revolving loans (each, a “Revolving Loan” and, collectively, the times specified in Section 2.02 term loans “Revolving Loans”) to the Borrower (each a “Loan” and collectively the “Loans”)in Dollars, which Revolving Loans (i) shall bear interest in accordance with Section 2.06shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans, (ii) may be repaid and reborrowed at any time in accordance with the provisions hereof and (iii) shall only be denominated available to the extent, that immediately after giving effect to the Borrowing of such Revolving Loans, no Lender’s Revolving Loan Exposure would exceed its Revolving Loan Commitment.
(c) Subject to Section 1.11, the other terms and repayable in Dollarsconditions set forth herein and the relevant Incremental Commitment Agreement, each Lender with an Incremental Term Loan Commitment severally agrees to make a term loan (each, an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) to the Borrower, which Incremental Term Loans: (i) only may be incurred on one or more Incremental Term Loan Borrowing Dates; (ii) except as hereafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans; and (iii) shall be disbursed on any Borrowing Date, (iv) disbursed on any Borrowing Date shall made by each such Lender in that aggregate principal amount which does not exceed on the Incremental Term Loan Commitment of such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date Lender (as set forth in Section 2.02, (vthe relevant Incremental Commitment Agreement) disbursed on any Borrowing Date shall not exceed for any Lender the Dollar Equivalent of the Commitment of such Lender on such respective Incremental Term Loan Borrowing Date. Once prepaid or repaid, (vi) disbursed on any Borrowing Date shall Incremental Term Loans may not exceed the Dollar Availability on any such Borrowing Date and (vii) shall not in the aggregate exceed the Dollar Maximum Amountbe reborrowed.
(b) Loans disbursed to indirectly fund installments and delivery payments to the Yard in respect of (x) Vessel 1 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche A Loans” and (y) Vessel 2 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche B Loans”.
Appears in 1 contract
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with an Initial Term Loan Commitment severally agrees to make on and after the first an Initial Borrowing Date and prior Term Loan or Initial Term Loans to the Commitment Termination Date and at the times specified in Section 2.02 term loans to the Borrower (each a “Loan” and collectively the “Loans”)Borrower, which Initial Term Loans (i) shall bear interest in accordance with Section 2.06be incurred by the Borrower pursuant to a single drawing on the Closing Date, (ii) shall be denominated and repayable in U.S. Dollars, (iii) shall except as hereinafter provided, at the option of the Borrower, be disbursed incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or Term SOFR Term Loans; provided that all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on any the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid, Initial Term Loans may not be reborrowed.
(b) Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make term loans (each, an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) to the Borrower, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall, except as hereinafter provided, at the option of the Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Term Loans or Term SOFR Term Loans; provided that all Incremental Term Loans of a given Tranche made as part of the same Borrowing shall at all times consist of Incremental Term Loans of the same Type, and (iv) disbursed on any Borrowing Date shall not exceed on such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date as set forth in Section 2.02, (v) disbursed on any Borrowing Date shall not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereof, the Dollar Equivalent of the Incremental Term Loan Commitment of such Incremental Term Loan Lender for such Tranche (before giving effect to the termination thereof on such Borrowing Datedate pursuant to Section 4.02(b)). Once repaid, (vi) disbursed on any Borrowing Date shall Incremental Term Loans may not exceed the Dollar Availability on any such Borrowing Date and (vii) shall not in the aggregate exceed the Dollar Maximum Amountbe reborrowed.
(bc) Loans disbursed Subject to indirectly fund installments and delivery payments upon the terms and conditions set forth in Amendment No. 1, (i) the Additional Term B Lender agrees to make a Term B Loan to the Yard Borrower in respect U.S. Dollars on the Amendment No. 1 Effective Date in an amount not to exceed the amount of its Additional Term B Loan Commitment and (xii) Vessel each Converted Initial Term Loan of each Amendment No. 1 together with 50% Consenting Lender shall be converted into a Term B Loan of such Lender effective as of the Amendment No. 1 Effective Date in a principal amount equal to the principal amount of such ▇▇▇▇▇▇’s Converted Initial Term Loan immediately prior to such conversion. Once repaid, Term B Loans disbursed may not be reborrowed. The initial Interest Period with respect to fund payments the Term B Loans shall commence on the Amendment No. 1 Effective Date and end on April 6, 2021 and the benchmark rate for such Interest Period shall be deemed to be 0.1185%.
(d) Subject to and upon the terms and conditions set forth in Amendment No. 3, (i) the Additional Term B-1 Lender agrees to make a Term B-1 Loan to the Borrower in U.S. Dollars on the Amendment No. 3 Effective Date in an amount not to exceed the amount of its Additional Term B-1 Loan Commitment and (ii) each Converted Term B Loan of each Amendment No. 3 Consenting Lender shall be converted into a Term B-1 Loan of such Lender effective as of the Hermes Premium hereunder Amendment No. 3 Effective Date in a principal amount equal to the principal amount of such ▇▇▇▇▇▇’s Converted Term B Loan immediately prior to such conversion. Once repaid, Term B-1 Loans may not be reborrowed. The initial Interest Period with respect to the Term B-1 Loans shall be herein referred to as “Tranche A Loans” commence on the Amendment No. 3 Effective Date and (y) Vessel 2 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche B Loans”end on January 2, 2024.
Appears in 1 contract
The Commitments. (a) Subject On and subject to and upon the terms and conditions set forth hereinhereof, including entry of the EBA Approval Order, each Lender Equity Backstop Party agrees, severally agrees to make on and after the first Initial Borrowing Date and prior to the Commitment Termination Date and at the times specified in Section 2.02 term loans to the Borrower (each a “Loan” and collectively the “Loans”), which Loans (i) shall bear interest in accordance with Section 2.06its Equity Backstop Percentage) and not jointly, to exercise (iior cause any of its Related Purchasers to exercise) all Subscription Rights that are issued to it (or such Related Purchaser) pursuant to the Rights Offering, and duly purchase all Rights Offering Shares issuable to it pursuant to such exercise, in accordance with the Rights Offering Procedures and the Plan; provided that any Defaulting Equity Backstop Party shall be denominated and repayable in Dollars, (iii) liable to each Equity Backstop Party that is not a Defaulting Equity Backstop Party as a result of any breach of its obligations hereunder; provided further that no Equity Backstop Party shall be disbursed on liable for the failure to exercise any Borrowing Date, (iv) disbursed on any Borrowing Date shall not exceed on such Borrowing Date for all Lenders of its Subscription Rights to the Dollar Equivalent extent it is a result of a breach by the Company of the maximum available amount for such Borrowing Date as set forth in Section 2.02, (v) disbursed on any Borrowing Date shall not exceed for any Lender the Dollar Equivalent of the Commitment of such Lender on such Borrowing Date, (vi) disbursed on any Borrowing Date shall not exceed the Dollar Availability on any such Borrowing Date and (vii) shall not in the aggregate exceed the Dollar Maximum AmountRights Offering Procedures.
(b) Loans disbursed to indirectly fund installments On and delivery payments subject to the Yard terms and conditions hereof, including entry of the Confirmation Order, each Equity Backstop Party hereby grants to the Company an option (collectively, the “Put Option”) to require such Equity Backstop Party to purchase (or cause any of its Related Purchasers to purchase) on a pro rata basis (in accordance with its Equity Backstop Percentage) Unsubscribed Shares on the Closing Date subject to the terms and conditions of this Agreement. Upon the exercise of the Put Option (which, for the avoidance of doubt, may only be exercised by the Company with respect to all Equity Backstop Parties), each Equity Backstop Party agrees, severally and not jointly (in accordance with its Equity Backstop Percentage), to purchase (or cause any of its Related Purchasers to purchase), and the Company agrees to sell to such Equity Backstop Party (or Related Purchaser), on the Closing Date, for the applicable aggregate Per Share Purchase Price, the number of Unsubscribed Shares equal to (x) Vessel 1 together with 50% such Equity Backstop Party’s Equity Backstop Percentage multiplied by (y) the aggregate number of Unsubscribed Shares, rounded among the Equity Backstop Parties solely to avoid fractional shares as the Requisite Consenting Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Equity Backstop Parties). The obligations of the Loans disbursed Equity Backstop Parties to fund payments of the Hermes Premium hereunder purchase such Unsubscribed Shares as described in this Section 2.2(b) shall be herein referred to as the “Tranche A LoansRights Offering Backstop Commitment.” and (y) Vessel 2 together with 50% The Company shall exercise the Put Option by delivery to each Equity Backstop Party of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche B Loans”a written put election notice.
Appears in 1 contract
Sources: Equity Backstop Commitment Agreement (Garrett Motion Inc.)
The Commitments. (a) Subject to the terms and conditions set forth herein and in the Amendment and Restatement Agreement No. 1, each Rollover Initial Term Lender severally agrees to exchange its Exchanged Term Loans for a like principal amount of Initial Term Loans on the First Restatement Effective Date. Subject to the terms and conditions set forth herein and in the Amendment and Restatement Agreement No. 1, each Additional Refinancing Term Loan Lender severally agrees to make an Additional Initial Term Loan (which shall be considered an increase to (and part of) the Initial Term Loans) to the Borrowers pursuant to a single drawing on the First Restatement Effective Date in the principal amount equal to its Initial Term Loan Commitment on the First Restatement Effective Date. The Borrowers shall prepay the Non-Exchanged Term Loans with a like amount of the gross proceeds of the Additional Initial Term Loans and the Unsecured Notes, substantially concurrently with the receipt thereof. The Borrowers shall pay to the Rollover Lenders immediately prior to the effectiveness of the Amendment and Restatement Agreement No. 1 all accrued and unpaid interest on the Term B-1 Loans to, but not including, the First Restatement Effective Date on such First Restatement Effective Date. The Initial Term Loans shall have the terms set forth in this Agreement and the other Loan Documents, including as modified by the Amendment and Restatement Agreement No. 1, it being understood that the Initial Term Loans (and all principal, interest and other amounts in respect thereof) will constitute “Obligations” under this Agreement and the other Credit Documents. The Initial Term Loans (i) shall be denominated in U.S. Dollars, (ii) shall be, except as hereinafter provided, at the option of the Lead Borrower, incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO RateTerm SOFR Term Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type and (iii) shall be made by each such Lender in that aggregate principal amount which did not exceed the Initial Term Loan Commitment of such Lender on the First Restatement Effective Date (before giving effect to the termination thereof pursuant to Section 4.02(a)(i)). Once repaid, Initial Term Loans may not be reborrowed.
(b) Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make on and after term loans (each, an “Incremental Term Loan” and, collectively, the first Initial Borrowing Date and prior “Incremental Term Loans”) to the Commitment Termination Date and at the times specified in Section 2.02 term loans to the Borrower (each a “Loan” and collectively the “Loans”)Borrowers, which Incremental Term Loans (i) shall bear interest in accordance with Section 2.06be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) shall be denominated and repayable in U.S. Dollars, (iii) shall, except as hereinafter provided, at the option of Lead Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Term Loans or LIBO RateTerm SOFR Term Loans; provided that all Incremental Term Loans of a given Tranche made as part of the same Borrowing shall be disbursed on any Borrowing Dateat all times consist of Incremental Term Loans of the same Type, and (iv) disbursed on any Borrowing Date shall not exceed on such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date as set forth in Section 2.02, (v) disbursed on any Borrowing Date shall not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereof, the Dollar Equivalent of the Incremental Term Loan Commitment of such Incremental Term Loan Lender for such Tranche (before giving effect to the termination thereof on such Borrowing date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowed.
(c) Each Lender may, at its option, make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not (i) affect in any manner the obligation of the Borrowers to repay such Loan in accordance with the terms of this Agreement or (ii) excuse or relieve any Lender from its Commitment to make any such Loan to the extent not so made by such branch or Affiliate.
(i) Subject to and upon the terms and conditions set forth herein and in Amendment No. 1, each Lender with a 2021 Incremental Term Loan Commitment severally agrees to make a 2021 Incremental Term Loan to the Borrowers, which 2021 Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the Amendment No. 1 Effective Date, (viii) disbursed on any shall be denominated in U.S. Dollars, (iii) shall, except as hereinafter provided, at the option of Lead Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Term Loans or LIBO RateTerm SOFR Term Loans; provided that except as otherwise specifically provided in Section 2.10(b), all 2021 Incremental Term Loans comprising the same Borrowing Date shall at all times be of the same Type, and (iv) shall not exceed the Dollar Availability on for any such Borrowing 2021 Incremental Term Loan Lender at any time of any incurrence thereof, the 2021 Incremental Term Loan Commitment of such 2021 Incremental Term Loan Lender on the Amendment No. 1 Effective Date and (vii) shall before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not in the aggregate exceed the Dollar Maximum Amountbe reborrowed.
(bii) Loans disbursed to indirectly fund installments and delivery payments On December 31, 2021 (after giving effect to the Yard mandatory payment of Initial Term Loans (other than 2021 Incremental Term Loans) pursuant to Section 5.02(a) on the last Business Day of December 2021), all 2021 Incremental Term Loans outstanding at such time shall be automatically, without any action or consent of any party to this Agreement, converted into Initial Term Loans (the date of such conversion, the “2021 Incremental Term Loans Conversion Date”), shall constitute part of, and be added to, the Initial Term Loans (including as to maturity) outstanding hereunder immediately prior to the 2021 Incremental Term Loans Conversion Date and the Initial Term Loans and 2021 Incremental Term Loans shall collectively comprise a single fungible Tranche of Term Loans. On the 2021 Incremental Term Loans Conversion Date, notwithstanding anything to the contrary set forth in respect Section 2.09, 2021 Incremental Term Loans shall be added to (and form part of) each Borrowing of Initial Term Loans outstanding hereunder immediately prior to the 2021 Incremental Term Loans Conversion Date on a pro rata basis (x) Vessel 1 together with 50% based on the relative sizes of the various outstanding Borrowings), so that each Lender holding such Incremental Term Loans disbursed on and after the 2021 Incremental Term Loans Conversion Date participates in each outstanding Borrowing of Initial Term Loans (after giving effect to fund payments the conversion of the Hermes Premium hereunder shall be herein referred 2021 Incremental Term Loans pursuant to as “Tranche A Loans” and (ythis Section 2.01(d)) Vessel 2 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche B Loans”on a pro rata basis.
Appears in 1 contract
Sources: First Lien Term Loan Credit Agreement (VERRA MOBILITY Corp)
The Commitments. Subject to the terms and conditions set forth herein:
(a) Subject each Dollar Revolving Lender severally agrees to make Loans in Dollars to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Dollar Credit Exposure exceeding such Lender’s Dollar Revolving Commitment, (ii) the aggregate Revolving Dollar Credit Exposure of all of the Lenders exceeding the Dollar Revolving Commitments, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect;
(b) each Multicurrency Revolving Lender severally agrees to make Multicurrency Revolving Loans to the Borrower from time to time during the Availability Period (but not on the Amendment No. 1 Effective Date) in an aggregate principal amount that will not result in (i) such Lender’s Revolving Multicurrency Credit Exposure exceeding such Lender’s Multicurrency Revolving Commitment, (ii) the aggregate Revolving Multicurrency Credit Exposure of all of the Lenders exceeding the Multicurrency Revolving Commitments, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect; and
(c) each Term Loan Lender severally agrees to make a Term Loan to the Borrower in a single draw on the Effective Date in an aggregate principal amount equal to such Lender’s Term Loan Commitment; and.
(d) The Borrower may reallocate all or a portion (in an amount of at least $10,000,000) of any Lender’s Dollar Revolving Commitments to Multicurrency Revolving Commitments or all or a portion (in an amount of at least $10,000,000) of any Lender’s Multicurrency Revolving Commitments to Dollar Revolving Commitments, by written notice to the Administrative Agent, in form reasonably satisfactory to the Administrative Agent and upon with the written consent of any Lender whose commitment is being reallocated. Upon such reallocation, (i) the specified amount of such Lender’s Dollar Revolving Commitments or Multicurrency Revolving Commitments, as applicable, shall be deemed to be converted to an increase in such Multicurrency Revolving Commitments or Dollar Revolving Commitments, as applicable, for all purposes hereof and (ii) each Revolving Lender shall purchase or sell Dollar Revolving Loans and/or Multicurrency Revolving Loans, as applicable, at par to the other Lenders as specified by the Administrative Agent in an amount necessary such that, after giving effect to all such purchases and sales, each Revolving Lender shall have funded its pro rata share of the entire amount of the then outstanding Dollar Revolving Loans and Multicurrency Revolving Loans. Within the foregoing limits and subject to the terms and conditions set forth herein, each Lender severally agrees to make on and after the first Initial Borrowing Date and prior to the Commitment Termination Date and at the times specified in Section 2.02 term loans to the Borrower (each a “Loan” may borrow, prepay and collectively the “reborrow Revolving Loans”), which . Term Loans (i) shall bear interest in accordance with Section 2.06, (ii) shall that are prepaid may not be denominated and repayable in Dollars, (iii) shall be disbursed on any Borrowing Date, (iv) disbursed on any Borrowing Date shall not exceed on such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date as set forth in Section 2.02, (v) disbursed on any Borrowing Date shall not exceed for any Lender the Dollar Equivalent of the Commitment of such Lender on such Borrowing Date, (vi) disbursed on any Borrowing Date shall not exceed the Dollar Availability on any such Borrowing Date and (vii) shall not in the aggregate exceed the Dollar Maximum Amountreborrowed.
(b) Loans disbursed to indirectly fund installments and delivery payments to the Yard in respect of (x) Vessel 1 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche A Loans” and (y) Vessel 2 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche B Loans”.
Appears in 1 contract
Sources: Amendment No. 1 and Waiver (FS Energy & Power Fund)
The Commitments. (a) Subject to and upon Each Lender severally agrees, on the terms and conditions hereinafter set forth hereinforth, to make Loans to the Borrower and to participate in the issuance (or, pursuant to Section 4.02(c), deemed issuance) of Letters of Credit (and the LC Outstandings thereunder) during the period from the Closing Date until the Revolving Credit Termination Date, in an aggregate outstanding amount not to exceed on any day such Lender’s Available Commitment (after giving effect to all Extensions of Credit to be made on such day and the application of the proceeds thereof). Within the limits hereinafter set forth, the Borrower may, from the Closing Date until the Revolving Credit Termination Date, request Extensions of Credit hereunder, prepay Loans, or reduce or cancel Letters of Credit, and use the resulting increase in the Available Commitments for further Extensions of Credit in accordance with the terms hereof.
(b) In the event that any Letters of Credit are outstanding on or after the Revolving Credit Termination Date, each Lender severally agrees agrees, on the terms and conditions hereinafter set forth, to make participate in all LC Outstandings during the period from the Revolving Credit Termination Date until (and including) the Letter of Credit Expiration Date, in an aggregate outstanding amount not to exceed on any day such Lender’s Percentage of the principal amount outstanding hereunder on such day, it being understood that any cash collateral provided to the Administrative Agent by or on behalf of the Borrower pursuant to Section 4.02(d)(i) shall be applied by the Administrative Agent (to the extent that such cash collateral is then held by the Administrative Agent and after available for such purpose) to reimburse any drawings under such Letters of Credit in the first Initial Borrowing event that the Borrower fails to do so pursuant to Section 4.04(a).
(c) Notwithstanding anything in Section 11.01 to the contrary, this Agreement may be amended, pursuant to subsection (d) and/or subsection (e) below, on any single date following the Closing Date and prior to the Commitment Revolving Credit Termination Date and Date, to increase the Commitments, at the times specified in Section 2.02 term loans discretion of the Borrower, pursuant to one or more Accession and Amendment Agreements and/or Increasing Lender Agreements, as applicable, entered into by the Borrower (Borrower, the Administrative Agent and each a “Loan” and collectively Eligible Assignee that shall agree to provide an additional or increased Commitment, without the “Loans”)consent of any other Lender; provided, which Loans that (i) the aggregate principal amount of such additional or increased Commitments shall bear interest in accordance with Section 2.06not exceed $50,000,000, (ii) no Unmatured Default or Event of Default shall have occurred and be denominated and repayable in Dollarscontinuing at the time of such increase, (iii) no Commitment of any Lender shall be disbursed on any Borrowing Dateincreased without the consent of such Lender in its sole discretion, (iv) disbursed on any Borrowing Date shall not exceed on such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date as representations and warranties set forth in Section 2.027.01 of this Agreement shall be true and correct on and as of the date of such increase, before and after giving effect to such increase, as though made on and as of such date, and (v) disbursed on any Borrowing Date the Borrower shall not exceed for have previously caused the Commitments to be increased pursuant to this Section 2.01(c).
(d) In the event that the Commitments shall be increased at any time following the Closing Date in accordance with subsection (c) above through a post-closing syndication to one or more additional financial institutions, each of which must satisfy the requirements of an Eligible Assignee (“New Lenders”), each New Lender shall execute and deliver to the Administrative Agent an Accession and Amendment Agreement. Upon the execution and delivery of an Accession and Amendment Agreement by a New Lender and the other parties thereto, such New Lender shall automatically become a Lender hereunder with a Commitment equal to the amount set forth opposite its name on the signature pages of such Accession and Amendment Agreement.
(e) In the event that any Lender shall agree (in its sole and absolute discretion) to increase its Commitment (an “Increasing Lender”) at any time following the Dollar Equivalent Closing Date in accordance with subsection (c) above, such Increasing Lender shall execute and deliver to the Administrative Agent an Increasing Lender Agreement. Upon the execution and delivery of an Increasing Lender Agreement by an Increasing Lender and the other parties thereto, the Commitment of such Increasing Lender shall automatically increase to the amount set forth opposite its name on the signature pages of such Borrowing Date, (vi) disbursed on any Borrowing Date shall not exceed the Dollar Availability on any such Borrowing Date and (vii) shall not in the aggregate exceed the Dollar Maximum AmountIncreasing Lender Agreement.
(bf) Loans disbursed to indirectly fund installments The Administrative Agent shall promptly notify the Lenders of each New Lender and delivery payments Increasing Lender, each New Lender’s and Increasing Lender’s Commitment and the Percentage of each Lender after taking into account the Commitment of each New Lender and Increasing Lender.
(g) On the effective date of each Accession and Amendment Agreement and Increasing Lender Agreement, each New Lender and Increasing Lender shall purchase by assignment from the other Lenders (and such other Lenders shall assign to the Yard in respect of (xNew Lenders and Increasing Lenders) Vessel 1 together with 50% such portion of the Loans disbursed (if any) owing to fund payments them as shall be designated by the Administrative Agent such that, after giving effect to all such purchases and assignments, the outstanding Loans owing to each Lender shall equal such Lender’s Percentage of the Hermes Premium aggregate amount of Loans owing to all Lenders.
(h) In no event shall the Borrower be entitled to request or receive any Extensions of Credit that would cause the principal amount outstanding hereunder shall be herein referred to as “Tranche A Loans” and (y) Vessel 2 together with 50% of exceed the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche B Loans”Commitments.
Appears in 1 contract
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender Bank with a Tranche A Term Loan Commitment severally agrees to make a term loan or term loans (each a "Tranche A Term Loan" and, collectively, the "Tranche A Term Loans") to the Borrower, which Tranche A Term Loans (i) only may be incurred by the Borrower (x) on the Initial Borrowing Date and (y) on the Second Term Loan Borrowing Date, (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (A) except as otherwise specifically provided in Section 1.10(b), all Tranche A Term Loans comprising the same Borrowing shall at all times be of the same Type and (B) no more than three Borrowings of Tranche A Term Loans maintained as Eurodollar Loans may be incurred prior to the earlier of (1) the 90th day after the Initial Borrowing Date or, if an Interest Period relating to any then outstanding Tranche A Term Loans beginning before such 90th day extends thereafter, the last day of such Interest Period, and (2) that date (the "Syndication Date") upon which the Agents shall have determined in their sole discretion (and shall have notified the Borrower) that the primary syndication (and resultant addition of institutions as Banks pursuant to Section 13.04(b)) has been completed (each of which Borrowings of Eurodollar Loans may only have an Interest Period of one month, and the first of which Borrowings may only be made on a single date on or after the Initial Borrowing Date and on or prior to the sixth Business Day following the Initial Borrowing Date, and the second and third of which Borrowings may only be made on the last day of the immediately preceding Interest Period) and (iii) shall be made by each such Bank on any Term Loan Borrowing Date in that aggregate principal amount which does not exceed the Tranche A Term Loan Commitment of such Bank on such Term Loan Borrowing Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) or (ii) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(iii)); provided, however, that until all Indebtedness to be Refinanced has been repaid in full, the Borrower will not be permitted to incur Tranche A Term Loans if, after giving effect to the incurrence thereof and the application of the proceeds therefrom, the remaining Total Tranche A Term Loan Commitment would be less than the aggregate outstanding principal amount of the remaining Indebtedness to be Refinanced. Once repaid, Tranche A Term Loans incurred hereunder may not be reborrowed.
(b) Subject to and upon the terms and conditions set forth herein, each Bank with a Tranche B Term Loan Commitment severally agrees to make, on the Initial Borrowing Date, a term loan or term loans (each a "Tranche B Term Loan" and, collectively, the "Tranche B Term Loans") to the Borrower, which Tranche B Term Loans (i) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (A) except as otherwise specifically provided in Section 1.10(b), all Tranche B Term Loans comprising the same Borrowing shall at all times be of the same Type and (B) no more than three Borrowings of Tranche B Term Loans maintained as Eurodollar Loans may be incurred prior to the earlier of (1) the 90th day after the Initial Borrowing Date or, if an Interest Period relating to any then outstanding Tranche B Term Loans beginning before such 90th day extends thereafter, the last day of such Interest Period, and (2) the Syndication Date (each of which Borrowings of Eurodollar Loans may only have an Interest Period of one month, and the first of which Borrowings may only be made on the same day as the first day of the first Interest Period of the Tranche A Term Loans that are maintained as Eurodollar Loans, and the second and third of which Borrowings may only be made on the last day of the immediately preceding Interest Period) and (ii) shall be made by each such Bank in that aggregate principal amount which equals the Tranche B Term Loan Commitment of such Bank on the Initial Borrowing Date (before giving effect to the termination thereof on such date pursuant to Section 3.03(c)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(c)(ii)). Once repaid, Tranche B Term Loans incurred hereunder may not be reborrowed.
(c) Subject to and upon the terms and conditions set forth herein, each Bank with a Revolving Loan Commitment severally agrees, at any time and from time to time on and after the first Initial Borrowing Date and prior to the Commitment Termination Date and at the times specified in Section 2.02 term Revolving Loan Maturity Date, to make a revolving loan or revolving loans to the Borrower (each a “"Revolving Loan” " and, collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i) shall, at the option of the Borrower, be incurred and collectively the “maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans”, provided that (A) except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (B) no more than three Borrowings of Revolving Loans maintained as Eurodollar Loans may be incurred prior to the earlier of (1) the 90th day after the Initial Borrowing Date or, if an Interest Period relating to any then outstanding Revolving Loans beginning before such 90th day extends thereafter, the last day of such Interest Period, and (2) the Syndication Date (each of which Borrowings of Eurodollar Loans may only have an Interest Period of one month, and the first of which Borrowings may only be made on the same day as the first day of the first Interest Period of the Tranche A Term Loans that are maintained as Eurodollar Loans, and the second and third of which Borrowings may only be made on the last day of the immediately preceding Interest Period), (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any such Bank at any time outstanding that aggregate principal amount which, when added to the product of (x) such Bank's Adjusted RL Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Bank at such time and (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to (I) the amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment at such time.
(d) Subject to and upon the terms and conditions set forth herein, the Swingline Bank agrees to make, at any time and from time to time on and after the Initial Borrowing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrower, which Swingline Loans (i) shall bear interest in accordance with Section 2.06be made and maintained as Base Rate Loans, (ii) shall may be denominated repaid and repayable reborrowed in Dollarsaccordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans made by Non-Defaulting Banks then outstanding and the Letter of Credit Outstandings at such time, an amount equal to the Adjusted Total Revolving Loan Commitment at such time (after giving effect to any reductions to the Adjusted Total Revolving Loan Commitment on such date), and (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 1.01(d), the Swingline Bank shall not make any Swingline Loan after it has received written notice from the Borrower or the Required Banks stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Bank shall have received written notice (i) of rescission of all such notices from the party or parties originally delivering such notice, (ii) of the waiver of such Default or Event of Default by the Required Banks or (iii) that the Agents in good faith believe that such Default or Event of Default has ceased to exist.
(e) On any Business Day, the Swingline Bank may, in its sole discretion, give notice to the Banks that its outstanding Swingline Loans shall be disbursed funded with one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks with a Revolving Loan Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) pro rata based on each such Bank's Adjusted RL Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly by the Swingline Bank to repay the Swingline Bank for such outstanding Swingline Loans. Each such Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing Datein the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Bank notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) disbursed on any the date of such Mandatory Borrowing Date shall not exceed on such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date as set forth in Section 2.02, and (v) disbursed on the amount of the Total Revolving Loan Commitment or the Adjusted Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing Date shall cannot exceed for any Lender reason be made on the Dollar Equivalent date otherwise required above (including, without limitation, as a result of the Commitment commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each such Lender Bank hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such Borrowing Date, (vidate and prior to such purchase) disbursed on any Borrowing Date shall not exceed from the Dollar Availability on any Swingline Bank such Borrowing Date and (vii) shall not participations in the aggregate exceed outstanding Swingline Loans as shall be necessary to cause such Banks to share in such Swingline Loans ratably based upon their respective Adjusted RL Percentages (determined before giving effect to any termination of the Dollar Maximum Amount.
(b) Loans disbursed to indirectly fund installments and delivery payments Revolving Loan Commitments pursuant to the Yard in respect last paragraph of Section 10), provided that (x) Vessel 1 together with 50% all interest payable on the Swingline Loans shall be for the account of the Loans disbursed Swingline Bank until the date as of which the respective participation is required to fund payments of be purchased and, to the Hermes Premium hereunder extent attributable to the purchased participation, shall be herein referred payable to as “Tranche A Loans” the participant from and after such date and (y) Vessel 2 together with 50% at the time any purchase of participations pursuant to this sentence is actually made, the Loans disbursed to fund payments of the Hermes Premium hereunder purchasing Bank shall be herein referred required to pay the Swingline Bank interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as “Tranche B Loans”Base Rate Loans hereunder for each day thereafter.
Appears in 1 contract
Sources: Credit Agreement (Doubletree Corp)
The Commitments. (a) Subject On the Restatement Effective Date, the Loans of each Lender shall consist of (x) the term loan (a “Term Loan” and, collectively, the “Term Loans”) of each Lender which is outstanding under the Original Credit Agreement immediately prior to the Restatement Effective Date less (i) such Lender’s pro rata percentage of $25,000,000 (or such other greater amount as the Term Loans shall have been repaid with proceeds of loans under the Junior Credit Agreement on the Restatement Effective Date) and (ii) the amount of the Revolving Loans of each Lender under clause (y) on the Restatement Effective Date, and (y) Revolving Loans in an amount equal to the Revolving Commitment of such Lender. The Interest Period(s) and Eurodollar Rate applicable to each Term Loan outstanding on the Restatement Effective Date shall also to apply to the respective Revolving Loans resulting from the conversion of Term Loans to Revolving Loans on the Restatement Effective Date until the end of each such Interest Period; provided that any breakage costs owing pursuant to Section 2.10 as a result of the conversion shall be for the account of the Borrower.
(b) From and after the Restatement Effective Date, subject to and upon the terms and conditions set forth herein, each Lender with a Revolving Commitment severally agrees to make on make, at any time and after from time to time, a revolving loan or revolving loans (each, a “Revolving Loan” and, collectively, the first Initial Borrowing Date and prior “Revolving Loans”) to the Commitment Termination Date and at the times specified in Section 2.02 term loans to the Borrower (each a “Loan” and collectively the “Loans”)Borrower, which Loans Revolving Loans: (i) shall bear interest in accordance with Section 2.062.07, (ii) shall be denominated and repayable in Dollars, (iii) shall may be disbursed on any Borrowing Daterepaid and reborrowed in accordance with the provisions hereof, and (iv) disbursed on any Borrowing Date shall not exceed on such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date as set forth in Section 2.02, (v) disbursed on any Borrowing Date shall not exceed for any such Lender at any time that outstanding aggregate principal amount which equals the Dollar Equivalent of the Revolving Commitment of such Lender on at such Borrowing Date, (vi) disbursed on any Borrowing Date shall not exceed the Dollar Availability on any such Borrowing Date and (vii) shall not in the aggregate exceed the Dollar Maximum Amounttime.
(b) Loans disbursed to indirectly fund installments and delivery payments to the Yard in respect of (x) Vessel 1 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche A Loans” and (y) Vessel 2 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche B Loans”.
Appears in 1 contract
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a B Term Loan Commitment severally agrees to make a term loan or term loans (each, a “B Term Loan” and, collectively, the “B Term Loans”) to the Borrower, which B Term Loans (i) shall be incurred pursuant to a single drawing on the Initial Borrowing Date, (ii) shall be denominated in Dollars, (iii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (A) except as otherwise specifically provided in Section 1.10(b), all B Term Loans comprising the same Borrowing shall at all times be of the same Type, and (B) unless the Administrative Agent otherwise agrees in its sole discretion or has reasonably determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), prior to the 90th day following the Initial Borrowing Date, B Term Loans may be incurred and maintained as, and/or converted into, Eurodollar Loans only so long as all such outstanding Eurodollar Loans, together with all outstanding Revolving Loans that are maintained as Eurodollar Loans, are subject to an Interest Period of one month which begins and ends on the same day, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the B Term Loan Commitment of such Lender on the Initial Borrowing Date (before giving effect to the termination thereof pursuant to Section 3.03(b)). Once repaid, B Term Loans incurred hereunder may not be reborrowed.
(b) Subject to and upon the terms and conditions set forth herein, each Lender with a Revolving Loan Commitment severally agrees to make, at any time and from time to time on or after the first Initial Borrowing Date and prior to the Commitment Termination Date and at Revolving Loan Maturity Date, a revolving loan or revolving loans (each, a “Revolving Loan” and, collectively, the times specified in Section 2.02 term loans “Revolving Loans”) to the Borrower (each a “Loan” and collectively the “Loans”)Borrower, which Revolving Loans (i) shall bear interest be denominated in Dollars, (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (A) except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, and (B) unless the Administrative Agent otherwise agrees in its sole discretion or has reasonably determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), prior to the 90th day following the Initial Borrowing Date, Revolving Loans may be incurred and maintained as, and/or converted into, Eurodollar Loans only so long as all such outstanding Eurodollar Loans, together with all outstanding Term Loans that are maintained as Eurodollar Loans, are subject to an Interest Period of one month which begins and ends on the same day, (iii) may be repaid and reborrowed in accordance with Section 2.06the provisions hereof, and (iv) shall not exceed for any such Lender at any time outstanding that aggregate principal amount which, when added to the product of (x) such Lender’s RL Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Lender at such time.
(c) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, at any time and from time to time on or after the Initial Borrowing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower, which Swingline Loans (i) shall be incurred and maintained as Base Rate Loans, (ii) shall be denominated and repayable in Dollars, (iii) shall may be disbursed on any Borrowing Daterepaid and reborrowed in accordance with the provisions hereof, (iv) disbursed on any Borrowing Date shall not exceed on in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the aggregate amount of all Letter of Credit Outstandings at such Borrowing Date for all Lenders time, an amount equal to the Dollar Equivalent of the maximum available amount for Total Revolving Loan Commitment at such Borrowing Date as set forth in Section 2.02time, and (v) disbursed on any Borrowing Date shall not exceed for in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 1.01(c), (i) the Swingline Lender shall not be obligated to make any Swingline Loans at a time when a Lender Default exists with respect to an RL Lender unless the Dollar Equivalent Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender’s risk with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender’s or Defaulting Lenders’ RL Percentage of the Commitment outstanding Swingline Loans, and (ii) the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower, any other Credit Party or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the waiver of such Lender on such Borrowing Date, (vi) disbursed on any Borrowing Date shall not exceed Default or Event of Default by the Dollar Availability on any such Borrowing Date and (vii) shall not in the aggregate exceed the Dollar Maximum AmountRequired Lenders.
(bd) Loans disbursed to indirectly fund installments and delivery payments On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Yard RL Lenders that the Swingline Lender’s outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all RL Lenders pro rata based on each such RL Lender’s RL Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each RL Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing, and (v) the amount of the Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each RL Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the RL Lenders to share in such Swingline Loans ratably based upon their respective RL Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), provided that (x) Vessel 1 together with 50% all interest payable on the Swingline Loans shall be for the account of the Loans disbursed Swingline Lender until the date as of which the respective participation is required to fund payments of be purchased and, to the Hermes Premium hereunder extent attributable to the purchased participation, shall be herein referred payable to as “Tranche A Loans” the participant from and after such date and (y) Vessel 2 together with 50% at the time any purchase of participations pursuant to this sentence is actually made, the Loans disbursed to fund payments of the Hermes Premium hereunder purchasing RL Lender shall be herein referred required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to Revolving Loans maintained as “Tranche B Loans”Base Rate Loans hereunder for each day thereafter.
Appears in 1 contract
Sources: Credit Agreement (Bway Corp)
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender Bank severally agrees agrees, at any time and from time to make on and time after the first Initial Borrowing Restatement Effective Date and prior to the Commitment Termination Date and at the times specified in Section 2.02 term Final Maturity Date, to make a revolving loan or loans to the Borrower (each a “"Revolving Loan” and collectively " and, collectively, the “"Revolving Loans”)") to the Borrower, which Loans Revolving Loans:
(i) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans, provided that (x) except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall bear interest at all times be of the same Type and (y) no Revolving Loans maintained as Eurodollar Loans may be incurred prior to the earlier of (1) the 15th day after the Restatement Effective Date and (2) the Syndication Date;
(ii) may be repaid and reborrowed in accordance with Section 2.06, (ii) shall be denominated and repayable in Dollars, the provisions hereof;
(iii) shall be disbursed on any Borrowing Date, (iv) disbursed on any Borrowing Date shall not exceed on such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date as set forth in Section 2.02, (v) disbursed on any Borrowing Date shall not exceed for any Lender Bank at any time outstanding that aggregate principal amount which, when added to the Dollar Equivalent product of (x) such Bank's Adjusted RL Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Adjusted Available Revolving Loan Commitment of such Lender on Bank at such Borrowing Date, time; and
(viiv) disbursed on any Borrowing Date shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to the Dollar Availability on any sum of (I) the amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such Borrowing Date time and (viiII) shall not in the aggregate exceed principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the Dollar Maximum Amountproceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Available Revolving Loan Commitment at such time. Notwithstanding anything to the contrary contained in this Section 1.01(a) or elsewhere in this Agreement, no Revolving Loans may be incurred on the Restatement Effective Date.
(b) Loans disbursed Subject to indirectly fund installments and delivery payments upon the terms and conditions set forth herein, the Swingline Bank agrees to make at any time and from time to time after the Restatement Effective Date and prior to the Yard Swingline Expiry Date, a revolving loan or loans (each a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrower, which Swingline Loans:
(i) shall be made and maintained as Base Rate Loans;
(ii) may be repaid and reborrowed in respect accordance with the provisions hereof;
(iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of (x) Vessel 1 together with 50% of the all Revolving Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche A Loans” made by Non-Defaulting Banks then outstanding and (y) Vessel 2 together the Letter of Credit Outstandings at such time, an amount equal to the Adjusted Total Available Revolving Loan Commitment at such time (after giving effect to any changes thereto on such date); and
(iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. The Swingline Bank shall not make any Swingline Loan after receiving a written notice from the Borrower or the Required Banks stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Bank shall have received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice, (ii) the waiver of such Default or Event of Default by the Required Banks or (iii) the Administrative Agent's good faith determination that such Default or Event of Default has ceased to exist.
(c) On any Business Day, the Swingline Bank may, in its sole discretion, give notice to the Banks that its outstanding Swingline Loans shall be refunded with 50% a Borrowing of Revolving Loans (provided that (x) such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10 and (y) to the extent such notice is otherwise required to be given, such notice shall be deemed to have been given on a certain day only if given before 3:00 P.M. (New York time) on such day), in which case a Borrowing of Revolving Loans disbursed to fund payments constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks (notwithstanding any termination of the Hermes Premium hereunder Revolving Loan Commitments pursuant to the last paragraph of Section 10) pro rata based on each Bank's Adjusted RL Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be herein referred applied directly to the Swingline Bank to repay the Swingline Bank for such outstanding Swingline Loans. Each Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Bank notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment or the Adjusted Total Available Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as “Tranche B Loans”a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each Bank hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Bank such participation in the outstanding Swingline Loans as shall be necessary to cause the Banks to share in such Swingline Loans ratably based upon their respective Adjusted RL Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Bank until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participation pursuant to this sentence is actually made, the purchasing Bank shall be required to pay the Swingline Bank interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.
Appears in 1 contract
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with an Initial Term Loan Commitment severally agrees to make on and after the first an Initial Borrowing Date and prior Term Loan or Initial Term Loans to the Commitment Termination Date and at the times specified in Section 2.02 term loans to the Borrower (each a “Loan” and collectively the “Loans”)Borrowers, which Initial Term Loans (i) shall bear interest in accordance with Section 2.06be incurred by the Borrowers pursuant to a single drawing on the Closing Date, (ii) shall be denominated and repayable in U.S. Dollars, (iii) shall, except as hereinafter provided, at the option of Lead Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans; provided that all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be disbursed made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on any the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid, Initial Term Loans may not be reborrowed.
(b) Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make term loans (each, an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) to the Borrowers, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall, except as hereinafter provided, at the option of Lead Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans; provided that all Incremental Term Loans of a given Tranche made as part of the same Borrowing shall at all times consist of Incremental Term Loans of the same Type, and (iv) disbursed on any Borrowing Date shall not exceed on such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date as set forth in Section 2.02, (v) disbursed on any Borrowing Date shall not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereof, the Dollar Equivalent of the Incremental Term Loan Commitment of such Incremental Term Loan Lender for such Tranche (before giving effect to the termination thereof on such Borrowing Datedate pursuant to Section 4.02(b)). Once repaid, (vi) disbursed on any Borrowing Date shall Incremental Term Loans may not exceed the Dollar Availability on any such Borrowing Date and (vii) shall not in the aggregate exceed the Dollar Maximum Amountbe reborrowed.
(bc) Loans disbursed Each Lender may, at its option, make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to indirectly fund installments and delivery payments make such Loan; provided that any exercise of such option shall not (i) affect in any manner the obligation of the Borrowers to repay such Loan in accordance with the terms of this Agreement or (ii) excuse or relieve any Lender of its Commitment to make any such Loan to the Yard in respect of (x) Vessel 1 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche A Loans” and (y) Vessel 2 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche B Loans”extent not so made by such branch or Affiliate.
Appears in 1 contract
Sources: Term Loan Credit Agreement (Interior Logic Group Holdings, LLC)
The Commitments. (a) Subject to the terms and conditions of the Amendment and Restatement Agreement and this Agreement, (w) the Additional Term B-3 Lender severally agrees to make a Term B-3 Loan to the Borrower on the Amendment and Restatement Effective Date denominated in U.S. Dollars in a principal amount not to exceed its Additional Term B-3 Commitment on the Amendment and Restatement Effective Date, (x) each Converting Term B-3 Loan Consenting ▇▇▇▇▇▇ agrees, on the terms and conditions set forth in the Amendment and Restatement Agreement, to have all of its outstanding Term B-2 Loans (or such lesser amount as notified and allocated to such Converting Term B-3 Loan Consenting Lender by the Amendment and Restatement Agreement Lead Arrangers, as determined by the Borrower and the Amendment and Restatement Agreement Lead Arrangers in their sole discretion) converted into an equivalent principal amount of Term B-3 Loans effective as of the Amendment and Restatement Effective Date and (y) each Non-Converting Term B-3 Loan Consenting Lender agrees, on the terms and conditions set forth in the Amendment and Restatement Agreement, to have all of its outstanding Term B-2 Loans prepaid and will purchase by assignment from the Additional Term B-3 Lender Term B-3 Loans in a principal amount equal to the principal amount of such Term B-2 Loans (or such lesser amount as notified and allocated to such Non-Converting Term B-3 Loan Consenting Lender by the Amendment and Restatement Agreement Lead Arrangers, as determined by the Borrower and the Amendment and Restatement Agreement Lead Arrangers in their sole discretion). Once repaid, Term B-3 Loans may not be reborrowed.
(b) Subject to and upon the terms and conditions set forth herein, each Revolving Lender with a 2023 Revolving Commitment agrees, severally and not jointly, to make revolving credit loans denominated in U.S. Dollars (the “2023 Revolving Loans”) to the Borrower, at any time and from time to time on and after the Amendment and Restatement Effective Date until the earlier of one (1) Business Day prior to the Initial Maturity Date for 2023 Revolving Loans and the termination of the 2023 Revolving Commitment of such Revolving Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in such ▇▇▇▇▇▇’s Revolving Exposure exceeding such ▇▇▇▇▇▇’s 2023 Revolving Commitment. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans.
(c) Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make on and after the first Initial Borrowing Date and prior Incremental Term Loans to the Commitment Termination Date and at the times specified in Section 2.02 term loans to the Borrower (each a “Loan” and collectively the “Loans”)Borrower, which Incremental Term Loans (i) shall bear interest in accordance with Section 2.06be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) shall be denominated and repayable in U.S. Dollars, (iii) shall, except as hereinafter provided, at the option of the Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Loans or SOFR Loans; provided that all Incremental Term Loans of a given Tranche made as part of the same Borrowing shall be disbursed on any Borrowing Dateat all times consist of Incremental Term Loans of the same Type, and (iv) disbursed on any Borrowing Date shall not exceed on such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date as set forth in Section 2.02, (v) disbursed on any Borrowing Date shall not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereof, the Dollar Equivalent of the Incremental Term Loan Commitment of such Incremental Term Loan Lender for such Tranche (before giving effect to the termination thereof on such Borrowing date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowed.
(d) Each Lender may, at its option, make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not (i) affect in any manner the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement or (ii) excuse or relieve any Lender from its Commitment to make any such Loan to the extent not so made by such branch or Affiliate.
(e) Subject to the terms and conditions set forth in Amendment No. 1 and this Agreement, the 2024 Additional Term Loan Lender severally agrees to make a 2024 Additional Term Loan to the Borrower on the Amendment No. 1 Effective Date denominated in U.S. Dollars in a principal amount not to exceed its 2024 Additional Term Commitment on the Amendment No. 1 Effective Date.
(f) Subject to the terms and conditions of Amendment No. 2 and this Agreement, (w) the Additional Term B-4 ▇▇▇▇▇▇ agrees to make a Term B-4 Loan to the Borrower on the Amendment No. 2 Effective Date in Dollars in a principal amount not to exceed its Additional Term B-4 Commitment on the Amendment No. 2 Effective Date, (vi) disbursed on any Borrowing Date shall not exceed the Dollar Availability on any such Borrowing Date and (vii) shall not in the aggregate exceed the Dollar Maximum Amount.
(b) Loans disbursed to indirectly fund installments and delivery payments to the Yard in respect of (x) Vessel 1 together with 50% each Converting Term B-4 Loan Consenting ▇▇▇▇▇▇ agrees, on the terms and conditions set forth in Amendment No. 2, to have all of its outstanding Term B-3 Loans (or such lesser amount as notified and allocated to such Converting Term B-4 Loan Consenting Lender by the Amendment No. 2 Lead Arrangers, as determined by the Borrower and the Amendment No. 2 Lead Arrangers in their sole discretion) converted into an equivalent principal amount of Term B-4 Loans effective as of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche A Loans” Amendment No. 2 Effective Date and (y) Vessel each Non-Converting Term B-4 Loan Consenting ▇▇▇▇▇▇ agrees, on the terms and conditions set forth in Amendment No. 2, to have all of its outstanding Term B-3 Loans prepaid and will purchase by assignment from the Additional Term B-4 Lender Term B-4 Loans in a principal amount equal to the principal amount of such Term B-3 Loans (or such lesser amount as notified and allocated to such Non-Converting Term B-4 Loan Consenting Lender by the Amendment No. 2 together with 50% of Lead Arrangers, as determined by the Borrower and the Amendment No. 2 Lead Arrangers in their sole discretion). Once repaid, Term B-4 Loans disbursed may not be reborrowed.
(g) Subject to fund payments of the Hermes Premium hereunder shall be herein referred terms and conditions set forth in Amendment No. 3 and this Agreement, the 2024-1 Additional Term Loan Lender severally agrees to as “Tranche B Loans”.make a 2024-1 Additional Term Loan to the Borrower on the Amendment No. 3 Effective Date denominated in U.S. Dollars in a principal amount not to exceed its 2024-1 Additional Term Commitment on the Amendment No. 3
Appears in 1 contract
The Commitments. (a) Subject to and upon the terms and conditions set forth hereinherein (including, each Lender severally agrees to make on and after the first Initial initial Incremental Revolving Loan Commitment Date, in Section 1.19), (x) each RL Lender severally agrees, at any time and from time to time during the Revolving Credit Period, to make a revolving loan or revolving loans in Dollars to the respective Domestic Dollar Revolving Loan Borrower requesting the same (each, a “Domestic Dollar Revolving Loan” and, collectively, the “Domestic Dollar Revolving Loans”) and (y) each Alternate Currency RL Lender with an Alternate Currency Revolving Loan Sub-Commitment relating to a given Alternate Currency Revolving Loan Sub-Tranche severally agrees, at any time and from time to time during the Revolving Credit Period, to make a revolving loan or revolving loans to the respective Alternate Currency Revolving Loan Borrower under such Alternate Currency Revolving Loan Sub-Tranche in the respective Available Currency elected by such Alternate Currency Revolving Loan Borrower (each, an “Alternate Currency Revolving Loan” and, collectively, the “Alternate Currency Revolving Loans”) (with the revolving loans made to the various Borrowers pursuant to this Section 1.01(a) each being herein called a “Revolving Loan” and, collectively, the “Revolving Loans”), which Revolving Loans:
(i) shall, in the case of Domestic Dollar Revolving Loans, at the option of the respective Domestic Dollar Revolving Loan Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that except as otherwise specifically provided herein, all Domestic Dollar Revolving Loans comprising the same Borrowing shall be of the same Type;
(ii) shall, in the case of Alternate Currency Revolving Loans, be made and maintained in the respective Available Currency elected by the respective Alternate Currency Revolving Loan Borrower, provided that (I) all Canadian Dollar Revolving Loans shall, at the option of the respective Alternate Currency Revolving Loan Borrower, be made by each Alternate Currency RL Lender with a Primary Alternate Currency Revolving Loan Sub-Commitment either by means of (x) Canadian Prime Rate Loans in Canadian Dollars or (y) the creation and discount of Bankers’ Acceptances in Canadian Dollars on the terms and conditions provided for herein and in Schedule III hereto (the terms and conditions of which shall be deemed incorporated by reference into this Agreement); and (II) all Foreign Dollar Revolving Loans shall, at the option of the respective Foreign Dollar Revolving Loan Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided, further, that except as otherwise specifically provided herein, all Foreign Dollar Revolving Loans comprising the same Borrowing shall be of the same Type;
(iii) may be repaid and reborrowed in accordance with the provisions hereof;
(iv) shall not, in the case of Alternate Currency Revolving Loans made under a given Alternate Currency Revolving Loan Sub-Tranche by any Alternate Currency RL Lender, be made at any time if, at the time of making any such Alternate Currency Revolving Loans and after giving effect thereto, the Individual Alternate Currency Revolving Loan Sub-Commitment Credit Exposure of such Alternate Currency RL Lender relating to such Alternate Currency Revolving Loan Sub-Tranche would exceed the Alternate Currency Revolving Loan Sub-Commitment of such Alternate Currency RL Lender relating to such Alternate Currency Revolving Loan Sub-Tranche at such time;
(v) shall not, in the case of Domestic Dollar Revolving Loans made under the Domestic Dollar Revolving Loan Sub-Commitments by any RL Lender, be made at any time if, at the time of making any such Domestic Dollar Revolving Loans and after giving effect thereto, the Individual Domestic Dollar Revolving Loan Sub-Commitment Credit Exposure of such RL Lender would exceed the Domestic Dollar Revolving Loan Sub-Commitment of such RL Lender at such time;
(vi) [reserved];shall not, in the case of Revolving Loans made by any Lender which is a Swingline Lender (or whose affiliate is a Swingline Lender), be made at any time if, at the time of making of any such Revolving Loan and after giving effect thereto,
(vii) shall not, in the case of Alternate Currency Revolving Loans, be made at any time if, after giving effect thereto, the Aggregate Alternate Currency Credit Exposure would exceed $500,000,000 at such time; and
(viii) shall not, in the case of all Revolving Loans, be made at any time if, after giving effect thereto, (x) the Aggregate Revolving Credit Exposure would exceed the Total Revolving Loan Commitment at such time or (y) the Individual Revolving Credit Exposure of any RL Lender would exceed its Revolving Loan Commitment as then in effect.
(i) Subject to and upon the terms and conditions set forth herein, theeach Domestic Dollar Swingline Lender agrees to make, from time to time on and after the Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a “Domestic Dollar Swingline Loan” and, collectively, the “Domestic Dollar Swingline Loans”) to the respective Domestic Dollar Revolving Loan Borrower requesting the same, which Domestic Dollar Swingline Loans (A) shall be made and maintained in Dollars, (B) shall be made and maintained as Base Rate Loans, (C) may be repaid and reborrowed in accordance with the provisions hereof, (D) shall not be made (or be required to be made) on any date if, after giving effect thereto, (x) the Aggregate Revolving Credit Exposure would exceed the Total Revolving Loan Commitment Termination as then in effect, (y) the Individual Revolving Credit Exposure of any RL Lender would exceed its Revolving Loan Commitment as then in effect, or (z) the Individual Domestic Dollar Revolving Loan Sub-Commitment Credit Exposure of any RL Lender would exceed the Domestic Dollar Revolving Loan Sub-Commitment of such RL Lender or (aa) the Individual Swingline Lender Revolving Credit Exposure of any Swingline Lender would exceed its (or its affiliate’s) Revolving Loan Commitment then in effect, and (E) shall not exceed in aggregate principal amount at any time outstanding the Maximum Dollar Swingline Amount.
(ii) Subject to and upon the terms and conditions set forth herein,the each Foreign Dollar Swingline Lender agrees to make, from time to time on and after the Effective Date and at the times specified in Section 2.02 term loans prior to the Borrower Swingline Expiry Date, a revolving loan or revolving loans (each each, a “Foreign Dollar Swingline Loan” and collectively and, collectively, the “Foreign Dollar Swingline Loans”)) to the respective Alternate Currency Revolving Loan Borrower requesting the same, which Foreign Dollar Swingline Loans (iA) shall be made and maintained in Dollars, (B) shall be made and maintained as Base Rate Loans, (C) may be repaid and reborrowed in accordance with the provisions hereof, (D) shall not be made (or be required to be made) on any date if, after giving effect thereto, (w) the Aggregate Revolving Credit Exposure would exceed the Total Revolving Loan Commitment as then in effect, (x) the Individual Revolving Credit Exposure of any RL Lender would exceed its Revolving Loan Commitment as then in effect, (y) the Individual Alternate Currency Revolving Loan Sub-Commitment Credit Exposure of any Alternate Currency RL Lender relating to the Primary Alternate Currency Revolving Loan Sub-Tranche would exceed the Primary Alternate Currency Revolving Loan Sub-Commitment of such Alternate Currency RL Lender or, (z) the Aggregate Alternate Currency Credit Exposure would exceed $500,000,000 or (aa) the Individual Swingline Lender Revolving Credit Exposure of any Swingline Lender would exceed its (or its affiliate’s) Revolving Loan Commitment then in effect, and (E) shall not exceed, together with all other Alternate Currency Swingline Loans that are outstanding at such time, an aggregate principal amount at any time outstanding equal to the Maximum Alternate Currency Swingline Amount.
(iii) Subject to and upon the terms and conditions set forth herein, theeach Euro Swingline Lender agrees to make, from time to time on and after the Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a “Euro Swingline Loan” and, collectively, the “Euro Swingline Loans”) to the respective Alternate Currency Revolving Loan Borrower requesting the same, which Euro Swingline Loans (A) shall be made and maintained in Euros, (B) shall bear interest based on EURIBOR, (C) may be repaid and reborrowed in accordance with Section 2.06the provisions hereof, (iiD) shall not be denominated and repayable in Dollarsmade (or be required to be made) on any date if, after giving effect thereto, (iiiw) shall be disbursed on any Borrowing Datethe Aggregate Revolving Credit Exposure would exceed the Total Revolving Loan Commitment as then in effect, (ivx) disbursed on the Individual Revolving Credit Exposure of any Borrowing Date shall not RL Lender would exceed on such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date its Revolving Loan Commitment as set forth then in Section 2.02effect, (vy) disbursed on the Individual Alternate Currency Revolving Loan Sub-Commitment Credit Exposure of any Borrowing Date shall not Alternate Currency RL Lender relating to the Primary Alternate Currency Revolving Loan Sub-Tranche would exceed for any Lender the Dollar Equivalent of the Primary Alternate Currency Revolving Loan Sub-Commitment of such Alternate Currency RL Lender on such Borrowing Dateor, (viz) disbursed on the Aggregate Alternate Currency Credit Exposure would exceed $500,000,000 or (aa) the Individual Swingline Lender Revolving Credit Exposure of any Borrowing Date shall not Swingline Lender would exceed the Dollar Availability on any such Borrowing Date its (or its affiliate’s) Revolving Loan Commitment then in effect, and (viiE) shall not in exceed, together with all other Alternate Currency Swingline Loans that are outstanding at such time, an aggregate principal amount at any time outstanding equal to the aggregate exceed the Dollar Maximum Alternate Currency Swingline Amount.
(biv) Loans disbursed Subject to indirectly fund installments and delivery payments upon the terms and conditions set forth herein, theeach Canadian Dollar Swingline Lender agrees to make, from time to time on and after the Effective Date and prior to the Yard Swingline Expiry Date, a revolving loan or revolving loans (each, a “Canadian Dollar Swingline Loan” and, collectively, the “Canadian Dollar Swingline Loans”) to the respective Alternate Currency Revolving Loan Borrower requesting the same, which Canadian Dollar Swingline Loans (A) shall be made and maintained in respect of Canadian Dollars, (B) shall bear interest based on the Canadian Prime Rate, (C) may be repaid and reborrowed in accordance with the provisions hereof, (D) shall not be made (or be required to be made) on any date if, after giving effect thereto, (w) the Aggregate Revolving Credit Exposure would exceed the Total Revolving Loan Commitment as then in effect, (x) Vessel 1 together with 50% the Individual Revolving Credit Exposure of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to any RL Lender would exceed its Revolving Loan Commitment as “Tranche A Loans” and then in effect, (y) Vessel 2 the Individual Alternate Currency Revolving Loan Sub-Commitment Credit Exposure of any Alternate Currency RL Lender relating to the Primary Alternate Currency Revolving Loan Sub-Tranche would exceed the Primary Alternate Currency Revolving Loan Sub-Commitment of such Alternate Currency RL Lender or, (z) the Aggregate Alternate Currency Credit Exposure would exceed $500,000,000 or (aa) the Individual Swingline Lender Revolving Credit Exposure of any Swingline Lender would exceed its (or its affiliate’s) Revolving Loan Commitment then in effect, and (E) shall not exceed, together with 50all other Alternate Currency Swingline Loans that are outstanding at such time, an aggregate principal amount at any time outstanding equal to the Maximum Alternate Currency Swingline Amount.
(v) Subject to and upon the terms and conditions set forth herein, theeach Sterling Swingline Lender agrees to make, from time to time on and after the Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a “Sterling Swingline Loan” and, collectively, the “Sterling Swingline Loans”) to the respective Alternate Currency Revolving Loan Borrower requesting the same, which Sterling Swingline Loans (A) shall be made and maintained in Pounds Sterling, (B) shall bear interest based on the Alternate Currency LIBOR Rate, (C) may be repaid and reborrowed in accordance with the provisions hereof, (D) shall not be made (or be required to be made) on any date if, after giving effect thereto, (w) the Aggregate Revolving Credit Exposure would exceed the Total Revolving Loan Commitment as then in effect, (x) the Individual Revolving Credit Exposure of any RL Lender would exceed its Revolving Loan Commitment as then in effect, (y) the Individual Alternate Currency Revolving Loan Sub-Commitment Credit Exposure of any Alternate Currency RL Lender relating to the Primary Alternate Currency Revolving Loan Sub-Tranche would exceed the Primary Alternate Currency Revolving Loan Sub-Commitment of such Alternate Currency RL Lender or, (z) the Aggregate Alternate Currency Credit Exposure would exceed $500,000,000 or (aa) the Individual Swingline Lender Revolving Credit Exposure of any Swingline Lender would exceed its (or its affiliate’s) Revolving Loan Commitment then in effect, and (E) shall not exceed, together with all other Alternate Currency Swingline Loans that are outstanding at such time, an aggregate principal amount at any time outstanding equal to the Maximum Alternate Currency Swingline Amount.
(vi) Subject to and upon the terms and conditions set forth herein, the Mexican Pesos Swingline Lender agrees to make, from time to time on and after the Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a “Mexican Pesos Swingline Loan” and, collectively, the “Mexican Pesos Swingline Loans”) to the Mexican Alternate Currency Revolving Loan Borrower requesting the same, which Mexican Pesos Swingline Loans (A) shall be made and maintained in Mexican Peso, (B) shall bear interest based on the TIIE Rate, (C) may be repaid and reborrowed in accordance with the provisions hereof, (D) shall not be made (or be required to be made) on any date if, after giving effect thereto, (w) the Aggregate Revolving Credit Exposure would exceed the Total Revolving Loan Commitment as then in effect, (x) the Individual Revolving Credit Exposure of any RL Lender would exceed its Revolving Loan Commitment as then in effect, (y) the Individual Alternate Currency Revolving Loan Sub-Commitment Credit Exposure of any Alternate Currency RL Lender relating to the Mexican Pesos Revolving Loan Sub-Tranche would exceed the Mexican Pesos Revolving Loan Sub-Commitment of such Alternate Currency RL Lender or, (z) the Aggregate Alternate Currency Credit Exposure would exceed $500,000,000 or (aa) the Individual Swingline Lender Revolving Credit Exposure of any Swingline Lender would exceed its (or its affiliate’s) Revolving Loan Commitment then in effect, (E) shall not exceed, together with all other Alternate Currency Swingline Loans that are outstanding at such time, an aggregate principal amount at any time outstanding equal to the Maximum Alternate Currency Swingline Amount and (F) shall not exceed, together with all other Mexican Pesos Swingline Loans that are outstanding at such time, an aggregate principal amount at any time outstanding equal to the Maximum Mexican Pesos Swingline Amount. No Swingline Lender shall be obligated to make any Swingline Loans at a time when any RL Lender has become a Defaulting Lender unless it is satisfied that the applicable Defaulting Lender’s participation in the outstanding Swingline Loans will be 100% covered by the Non-Defaulting Lenders as a result of a re-allocation pursuant to Section 1.21 (and participating interests in newly made Swingline Loans shall be allocated in a manner consistent with Section 1.21) or such Swingline Lender has entered into arrangements satisfactory to it to eliminate such Swingline Lender’s risk with respect to each Defaulting Lender’s participation in such Swingline Loans (to which arrangements each Lender hereby grants its consent), including by cash collateralizing such Defaulting Lender’s Domestic RL Dollar Percentage or applicable Alternate Currency RL Percentage, as applicable, of the outstanding Swingline Loans disbursed (such arrangements, the “Swingline Back-Stop Arrangements”). Notwithstanding anything to fund payments of the Hermes Premium hereunder contrary contained in this Section 1.01(b), no Swingline Lender shall be herein referred to as “Tranche B Loans”.make any Swingline Loan after it has received written notice from any Borrower, the Administrative Agent or the
Appears in 1 contract
Sources: Credit Agreement (Starwood Hotel & Resorts Worldwide, Inc)
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender severally agrees to make make, at any time and from time to time on and or after the first Initial Borrowing Effective Date and prior to the Commitment Termination Date and at the times specified in Section 2.02 term Final Maturity Date, a revolving loan or revolving loans to the Borrower (each a “"Revolving Loan” and collectively " and, collectively, the “"Revolving Loans”)") to the Borrower, which Revolving Loans (i) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall bear interest in accordance with Section 2.06at all times be of the same Type, (ii) shall may be denominated repaid and repayable reborrowed in Dollarsaccordance with the provisions hereof, (iii) shall be disbursed on any Borrowing Date, (iv) disbursed on any Borrowing Date shall not exceed on such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date as set forth in Section 2.02, (v) disbursed on any Borrowing Date shall not exceed for any Lender at any time outstanding that aggregate principal amount which, when added to the Dollar Equivalent product of (x) such Lender's Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Available Commitment of such Lender on at such Borrowing Datetime, and (viiv) disbursed on any Borrowing Date shall not exceed for all Lenders at any time outstanding that aggregate principal amount which, when added to the Dollar Availability on any sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such Borrowing Date time and (viiII) shall not in the aggregate exceed principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the Dollar Maximum Amountproceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Available Commitment at such time.
(b) Loans disbursed Subject to indirectly fund installments and delivery payments upon the terms and conditions set forth herein, the Swingline Lender agrees to make, at any time and from time to time on or after the Effective Date and prior to the Yard Swingline Expiry Date, a revolving loan or revolving loans (each a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrower, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the aggregate amount of all Letter of Credit Outstandings at such time, an amount equal to the Total Available Commitment at such time, and (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 1.01(b), (i) the Swingline Lender shall not be obligated to make any Swingline Loans at a time when a Lender Default exists unless the Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender's risk with respect of (x) Vessel 1 together with 50% to the Defaulting Lender's or Lenders' participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender's or Lenders' Percentage of the outstanding Swingline Loans disbursed to fund payments and (ii) the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the Hermes Premium hereunder waiver of such Default or Event of Default by the Required Lenders.
(c) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Lenders that the Swingline Lender's outstanding Swingline Loans shall be herein referred funded with one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to as “Tranche A have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Lenders pro rata based on each Lender's Percentage (determined before giving effect to any termination of the Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans” . Each Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (yv) Vessel 2 together with 50% the amount of the Loans disbursed to fund payments Total Available Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the Hermes Premium hereunder commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be herein referred necessary to as “Tranche B Loans”.cause the Lenders to share in such Swingline Loans ratably based upon their respective Percentages (determined before giving effect to any termination of the Commitments pursuant to the last paragraph of Section 10), provided that
Appears in 1 contract
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with an Initial Term Loan Commitment severally agrees to make on and after a term loan or term loans (each, an “Initial Term Loan” and, collectively, the first “Initial Borrowing Date and prior Term Loans”) to the Commitment Termination Date and at the times specified in Section 2.02 term loans to the Borrower (each a “Loan” and collectively the “Loans”)Borrower, which Term Loans (i) shall bear interest in accordance with Section 2.06be incurred pursuant to a single drawing on the Closing Date, (ii) shall be denominated and repayable in Dollars, (iii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Loans; provided that except as otherwise specifically provided in Section 2.11(b), all Initial Term Loans comprising the same Borrowing shall at all times be disbursed on any Borrowing Date, of the same Type and (iv) disbursed shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Closing Date. Once repaid, prepaid, repurchased, refinanced or replaced, Initial Term Loans incurred hereunder may not be reborrowed.
(b) Subject to and upon the terms and conditions set forth herein, each Lender with a Revolving Loan Commitment severally agrees to make, at any Borrowing time and from time to time on or after the Closing Date and prior to the Revolving Loan Maturity Date, a revolving loan or revolving loans (each, an “Initial Revolving Loan” and, collectively, the “Initial Revolving Loans”) to the Borrower (provided that the amount of Initial Revolving Loans made on the Closing Date shall not exceed on $5,000,000 (exclusive of any Letter of Credit Outstandings) plus an additional amount as may be necessary for the Borrower to fund the payment of certain original issue discount or upfront fees payable under the Engagement Letter, the Agency Fee Letter and/or the Senior Notes (it being understood that any Borrowing of Initial Revolving Loans to fund such Borrowing Date for all Lenders additional amount shall be without duplication of any increase in the Dollar Equivalent Initial Term Loan Commitments to fund such amount made prior to the Closing Date)), which Initial Revolving Loans (i) may be made in Dollars or an Alternate Currency, (ii) except as provided herein, shall, at the option of the maximum available amount for such Borrowing Date Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans, LIBOR Loans or, in the case of Alternate Currency Loans, other Fixed Rate Loans; provided that (A) except as set forth otherwise specifically provided in Section 2.022.11(b), all Initial Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (B) Base Rate Loans shall only be available in Dollars, (viii) disbursed on any Borrowing Date may be repaid and reborrowed in accordance with the provisions hereof and (iv) shall not exceed for any such Lender at any time outstanding that aggregate principal amount which, when added to the Dollar Equivalent product of (x) such Lender’s RL Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Lender at such time.
(c) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, at any time and from time to time on such Borrowing or after the Closing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (vieach, a “Swingline Loan” and, collectively, the “Swingline Loans”) disbursed on any Borrowing Date to the Borrower, which Swingline Loans (i) shall be incurred and maintained as Base Rate Loans, (ii) shall be denominated in Dollars, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not exceed an aggregate principal amount at any time outstanding, when combined with the Dollar Availability on any aggregate principal amount of all Revolving Loans then outstanding and the aggregate amount of all Letter of Credit Outstandings at such Borrowing Date time, an amount equal to the Total Revolving Loan Commitment at such time, and (viiv) shall not exceed in aggregate principal amount at any time outstanding the aggregate exceed Maximum Swingline Amount. Notwithstanding anything to the Dollar Maximum Amountcontrary contained in this Section 2.1(c), (i) the Swingline Lender shall not be obligated to make any Swingline Loans at a time when a Lender Default exists with respect to a Revolving Lender unless the Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender’s risk with respect to each Defaulting Lender’s participation in such Swingline Loans (which arrangements are hereby consented to by the Lenders), including by Collateralizing such Defaulting Lender’s RL Percentage of the outstanding Swingline Loans (such arrangements, the “Swingline Back-Stop Arrangements”), and (ii) the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower, any other Loan Party or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default by the Required Lenders.
(bd) Loans disbursed to indirectly fund installments and delivery payments On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Yard Revolving Lenders that the Swingline Lender’s outstanding Swingline Loans shall be funded with one (1) or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 11.1(f) or upon the exercise of any of the remedies provided in Section 11), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all Revolving Lenders pro rata based on each such Revolving Lender’s RL Percentage and the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Lender hereby irrevocably agrees to make Revolving Loans upon one (1) Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing, and (v) the amount of the Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the Revolving Lenders to share in such Swingline Loans ratably based upon their respective RL Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to Section 11); provided that (x) Vessel 1 together with 50% all interest payable on the Swingline Loans shall be for the account of the Loans disbursed Swingline Lender until the date as of which the respective participation is required to fund payments of be purchased and, to the Hermes Premium hereunder extent attributable to the purchased participation, shall be herein referred payable to as “Tranche A Loans” the participant from and after such date and (y) Vessel 2 together with 50% at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay the Swingline Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three (3) days and at the interest rate otherwise applicable to Revolving Loans disbursed to fund payments of the Hermes Premium maintained as Base Rate Loans hereunder shall be herein referred to as “Tranche B Loans”for each day thereafter.
Appears in 1 contract
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a Term Loan Commitment severally agrees to make a term loan or term loans (each a "Term Loan" and, collectively, the "Term Loans") to the Borrower, which Term Loans (i) only may be incurred by the Borrower on the Initial Borrowing Date, (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provived that, (A) except as otherwise specifically provided in Section 1.10(b), all Term Loans comprising the same Borrowing shall at all times be of the same Type and (B) unless the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), prior to the 14th day following the Initial Borrowing Date, Term Loans may only be incurred and maintained as, and/or converted into, Eurodollar Loans so long as all such outstanding Eurodollar Loans, together with all outstanding Revolving Loans that are maintained as Eurodollar Loans, are subject to an Interest Period of one week which begins and ends on the same day, and (iii) shall be made by each such Lender in that aggregate principal amount which does not exceed the Term Loan Commitment of such Lender on the Initial Borrowing Date (before giving effect to the termination thereof on such date pursuant to Section 3.03(b)). Once repaid, Term Loans incurred hereunder may not be reborrowed.
(b) Subject to and upon the terms and conditions set forth herein, each Lender with a Revolving Loan Commitment severally agrees to make, at any time and from time to time on or after the first Initial Borrowing Date and prior to the Commitment Termination Date and at the times specified in Section 2.02 term Revolving Loan Maturity Date, a revolving loan or revolving loans to the Borrower (each a “"Revolving Loan” " and, collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i) shall, at the option of the Borrower, be incurred and collectively the “maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans”, provided that, (A) except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (B) unless the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), prior to the 14th day following the Initial Borrowing Date, Revolving Loans only may be incurred and maintained as, and/or converted into, Eurodollar Loans so long as all such outstanding Eurodollar Loans, together with all outstanding Term Loans that are maintained as Eurodollar Loans, are subject to an Interest Period of one week which begins and ends on the same day, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any such Lender at any time outstanding that aggregate principal amount which, when added to the product of (x) such Lender's RL Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Lender at such time, and (iv) shall not exceed for all such Lenders at any time outstanding that aggregate principal amount which, when added to the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the lesser of (x) the Total Revolving Loan Commitment at such time and (y) the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered).
(c) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, at any time and from time to time on or after the Initial Borrowing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrower, which Swingline Loans (i) shall bear interest in accordance with Section 2.06be made and maintained as Base Rate Loans, (ii) shall may be denominated repaid and repayable reborrowed in Dollarsaccordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the aggregate amount of all Letter of Credit Outstandings at such time, an amount equal to the lesser of (x) the Total Revolving Loan Commitment at such time and (y) the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered), and (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 1.01(c), (i) the Swingline Lender shall not be disbursed obligated to make any Swingline Loans at a time when a Lender Default exists unless the Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender's risk with respect to the Defaulting Lender's or Lenders' participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender's or Lenders' RL Percentage of the outstanding S wingline Loans and (ii) the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default by the Required Lenders.
(d) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the RL Lenders that the Swingline Lender's outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (PROVIDED that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all RL Lenders PRO RATA based on each such RL Lender's RL Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each RL Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing Datein the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) disbursed on any the date of such Mandatory Borrowing Date shall not exceed on such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date as set forth in Section 2.02, and (v) disbursed on the amount of the Total Revolving Loan Commitment or the Borrowing Base at such time. In the event that any Mandatory Borrowing Date shall cannot exceed for any Lender reason be made on the Dollar Equivalent date otherwise required above (including, without limitation, as a result of the Commitment commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each RL Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender on such Borrowing Date, (vi) disbursed on any Borrowing Date shall not exceed the Dollar Availability on any such Borrowing Date and (vii) shall not participations in the aggregate exceed outstanding Swingline Loans as shall be necessary to cause the Dollar Maximum Amount.
RL Lenders to share in such Swingline Loans ratably based upon their respective RL Percentages (b) Loans disbursed determined before giving effect to indirectly fund installments and delivery payments any termination of the Revolving Loan Commitments pursuant to the Yard in respect last paragraph of Section 10), PROVIDED that (x) Vessel 1 together with 50% all interest payable on the Swingline Loans shall be for the account of the Loans disbursed Swingline Lender until the date as of which the respective participation is required to fund payments of be purchased and, to the Hermes Premium hereunder extent attributable to the purchased participation, shall be herein referred payable to as “Tranche A Loans” the participant from and after such date and (y) Vessel 2 together with 50% at the time any purchase of participations pursuant to this sentence is actually made, the Loans disbursed to fund payments of the Hermes Premium hereunder purchasing RL Lender shall be herein referred required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as “Tranche B Loans”Base Rate Loans hereunder for each day thereafter.
Appears in 1 contract
Sources: Credit Agreement (Hydrochem Industrial Services Inc)
The Commitments. On the terms and subject to the applicable conditions hereinafter set forth, including, without limitation, Article III:
(a) Subject to and upon the terms and conditions set forth herein, each Revolving Lender severally agrees to make on and after the first Initial Borrowing Date and prior loans to the Borrower (each, a “Revolving Loan”) from time to time on any Business Day during the period from the Closing Date through the end of the Commitment Termination Date Period, in each case in an aggregate principal amount at any one time outstanding up to but not exceeding (i) such Lender’s Revolving Commitment and (ii) as to all Lenders, the Total Revolving Commitment at the times specified in Section 2.02 such time;
(b) each Term Lender severally agrees to make term loans to the Borrower (each each, a “Term Loan” ”) from time to time on any Business Day during the period from the Closing Date through the end of the Commitment Period, in each case in an aggregate initial principal amount for all such made (and collectively the “Loans”), which to be made) Term Loans up to but not exceeding (i) shall bear interest in accordance with Section 2.06, such Term Lender’s Term Commitment and (ii) as to all Term Lenders, the Total Term Commitment at such time;
(c) within such limits and subject to the other terms and conditions of this Agreement, the Borrower may borrow (and re-borrow) Revolving Loans under this Section 2.1 and prepay Revolving Loans under Section 2.7. Term Loans, once repaid, may not be reborrowed; and
(d) within such limits and subject to the other terms and conditions of this Agreement, the Borrower shall be denominated and repayable permitted to borrow Term Loans in Dollars, (iii) advance of the settlement of the purchase of one or more additional Collateral Loans or distributions to the Parent. The proceeds of any such Term Loan borrowings shall be disbursed on any Borrowing Date, (iv) disbursed on any Borrowing Date shall not exceed on such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date as set forth in Section 2.02, (v) disbursed on any Borrowing Date shall not exceed for any Lender the Dollar Equivalent of the Commitment of such Lender on such Borrowing Date, (vi) disbursed on any Borrowing Date shall not exceed the Dollar Availability on any such Borrowing Date and (vii) shall not retained in the aggregate exceed the Dollar Maximum AmountCollection Account as Principal Proceeds pending such purchase or distribution and will not be applied to any other purpose.
(b) Loans disbursed to indirectly fund installments and delivery payments to the Yard in respect of (x) Vessel 1 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche A Loans” and (y) Vessel 2 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche B Loans”.
Appears in 1 contract
Sources: Credit Agreement (Owl Rock Technology Finance Corp. II)
The Commitments. (a) Subject to and upon the terms and conditions set forth herein (including, on and after the initial Incremental Revolving Loan Commitment Date, in Section 1.19), (x) each RL Lender severally agrees, at any time and from time to time during the Revolving Credit Period, to make a revolving loan or revolving loans in Dollars to the respective Dollar Revolving Loan Borrower requesting the same (each, a “Dollar Revolving Loan” and, collectively, the “Dollar Revolving Loans”) and (y) each Alternate Currency RL Lender with an Alternate Currency Revolving Loan Sub-Commitment relating to a given Alternate Currency Revolving Loan Sub-Tranche severally agrees, at any time and from time to time during the Revolving Credit Period, to make a revolving loan or revolving loans to the respective Alternate Currency Revolving Loan Borrower under such Alternate Currency Revolving Loan Sub-Tranche in the respective Available Currency elected by such Alternate Currency Revolving Loan Borrower (each, an “Alternate Currency Revolving Loan” and, collectively, the “Alternate Currency Revolving Loans”) (with the revolving loans made to the various Borrowers pursuant to this Section 1.01(a) being herein called a “Revolving Loan” and, collectively, the “Revolving Loans”), which Revolving Loans:
(i) shall, in the case of Dollar Revolving Loans, at the option of the respective Dollar Revolving Loan Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that except as otherwise specifically provided herein, all Dollar Revolving Loans comprising the same Borrowing shall be of the same Type;
(ii) shall, in the case of Alternate Currency Revolving Loans, be made and maintained in the respective Available Currency elected by the respective Alternate Currency Revolving Loan Borrower, provided that all Canadian Dollar Revolving Loans shall, at the option of the respective Alternate Currency Revolving Loan Borrower, be made by each Alternate Currency RL Lender with a Canadian Dollar Revolving Loan Sub-Commitment either by means of (x) Canadian Prime Rate Loans in Canadian Dollars or (y) the creation and discount of Bankers’ Acceptances in Canadian Dollars on the terms and conditions provided for herein and in Schedule III hereto (the terms and conditions of which shall be deemed incorporated by reference into this Agreement);
(iii) may be repaid and reborrowed in accordance with the provisions hereof;
(iv) shall not, in the case of Alternate Currency Revolving Loans made under a given Alternate Currency Revolving Loan Sub-Tranche by any Alternate Currency RL Lender, be made at any time if, at the time of making any such Alternate Currency Revolving Loans and after giving effect thereto, the Individual Alternate Currency Revolving Loan Sub-Commitment Credit Exposure of such Alternate Currency RL Lender relating to such Alternate Currency Revolving Loan Sub-Tranche would exceed the Alternate Currency Revolving Loan Sub-Commitment of such Alternate Currency RL Lender relating to such Alternate Currency Revolving Loan Sub-Tranche at such time;
(v) shall not, in the case of Alternate Currency Revolving Loans made in a given Other Permitted LIBOR-Based Alternate Currency, be made at any time if, at the time of making any such Alternate Currency Revolving Loans and after giving effect thereto, the Aggregate Other Permitted LIBOR-Based Alternate Currency Revolving Credit Exposure relating to such Other Permitted LIBOR-Based Alternate Currency would exceed $50,000,000 at such time;
(vi) shall not, in the case of Alternate Currency Revolving Loans made in a given Permitted Non-LIBOR-Based Alternate Currency, be made at any time if, at the time of making any such Alternate Currency Revolving Loans and after giving effect thereto, the Aggregate Permitted Non-LIBOR-Based Alternate Currency Revolving Credit Exposure relating to such Permitted Non-LIBOR-Based Alternate Currency would exceed $50,000,000 at such time;
(vii) shall not, in the case of Alternate Currency Revolving Loans, be made at any time if, after giving effect thereto, the Aggregate Alternate Currency Credit Exposure would exceed $500,000,000 at such time; and
(viii) shall not, in the case of all Revolving Loans, be made at any time if, after giving effect thereto, (x) the Aggregate Revolving Credit Exposure would exceed the Total Revolving Loan Commitment at such time or (y) the Individual Revolving Credit Exposure of any RL Lender would exceed its Revolving Loan Commitment as then in effect.
(b) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, from time to time on and after the Initial Borrowing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Corporation, which Swingline Loans (i) shall be made and maintained in Dollars, (ii) shall be made and maintained as Base Rate Loans, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not be made (or be required to be made) on any date if, after giving effect thereto, (x) the Aggregate Revolving Credit Exposure would exceed the Total Revolving Loan Commitment as then in effect or (y) the Individual Revolving Credit Exposure of any RL Lender would exceed its Revolving Loan Commitment as then in effect, and (v) shall not exceed in aggregate principal amount at any time outstanding, the Maximum Swingline Amount. The Swingline Lender shall not be obligated to make any Swingline Loans at a time when a Lender Default exists unless the Swingline Lender has entered into arrangements satisfactory to it to eliminate the Swingline Lender’s risk with respect to each Defaulting Lender’s participation in such Swingline Loans (to which arrangements each Lender hereby grants its consent), including by cash collateralizing such Defaulting Lender’s Dollar Percentage of the outstanding Swingline Loans (such arrangements, the “Swingline Back-Stop Arrangements”). Notwithstanding anything to the contrary contained in this Section 1.01(b), the Swingline Lender shall not make any Swingline Loan after it has received written notice from any Borrower, the Administrative Agent or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (i) of rescission of all such notices from the party or parties originally delivering such notice, (ii) of the waiver of such Default or Event of Default by the Required Lenders or (iii) that the Administrative Agent in good faith believes such Default or Event of Default has ceased to exist.
(c) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Lenders that its outstanding Swingline Loans shall be funded with a Borrowing of Dollar Revolving Loans by the Corporation (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10). In such case, a Borrowing (or Borrowings) of Dollar Revolving Loans by the Corporation constituting Base Rate Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all RL Lenders (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) pro rata based on each Lender’s Dollar Percentage or, if a Sharing Event then exists, pro rata based on each RL Lender’s RL Percentage (in each case determined on such date, but before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each RL Lender hereby irrevocably agrees to make Dollar Revolving Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) that the amount of any Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment at such time. If any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Corporation), then each such RL Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Corporation on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause such RL Lenders to share in such Swingline Loans ratably based upon their respective Dollar Percentages or, if a Sharing Event exists on the date otherwise required above, pro rata based upon their respective RL Percentages (in each case determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing RL Lender shall be required to pay the Swingline Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the respective participation would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first day and at the rate otherwise applicable to Dollar Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.
(d) Subject to and upon the terms and conditions set forth herein, each Lender severally agrees that any Borrower may, in accordance with the procedures established pursuant to make Section 1.04, incur a loan or loans (each, a “Competitive Bid Loan” and, collectively, the “Competitive Bid Loans”), denominated in an Available Currency requested by such Borrower, pursuant to a Competitive Bid Borrowing at any time and from time to time on and after the first Initial Borrowing Date and prior to the Commitment Termination Date and at date which is the times specified in Section 2.02 term loans Business Day preceding the date which is 30 days prior to the Borrower (each a “Loan” and collectively the “Loans”)Maturity Date, which Loans provided that (i) shall bear interest no Competitive Bid Loan may be made if, after giving effect thereto, the Aggregate Alternate Currency Credit Exposure would exceed $500,000,000 and (ii) no Competitive Bid Loan may be made if, after giving effect thereto, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Loan Commitment as then in effect. Within the foregoing limits and subject to the terms and conditions set forth in Sections 1.04 and 6, Competitive Bid Loans may be repaid and reborrowed in accordance with Section 2.06, (ii) shall be denominated and repayable in Dollars, (iii) shall be disbursed on any Borrowing Date, (iv) disbursed on any Borrowing Date shall not exceed on such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date as set forth in Section 2.02, (v) disbursed on any Borrowing Date shall not exceed for any Lender the Dollar Equivalent of the Commitment of such Lender on such Borrowing Date, (vi) disbursed on any Borrowing Date shall not exceed the Dollar Availability on any such Borrowing Date and (vii) shall not in the aggregate exceed the Dollar Maximum Amountprovisions hereof.
(b) Loans disbursed to indirectly fund installments and delivery payments to the Yard in respect of (x) Vessel 1 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche A Loans” and (y) Vessel 2 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche B Loans”.
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Sources: Credit Agreement (Starwood Hotel & Resorts Worldwide Inc)
The Commitments. (a) Subject to the terms and conditions of the Amendment and Restatement Agreement and this Agreement, (w) the Additional Term B-3 Lender severally agrees to make a Term B-3 Loan to the Borrower on the Amendment and Restatement Effective Date denominated in U.S. Dollars in a principal amount not to exceed its Additional Term B-3 Commitment on the Amendment and Restatement Effective Date, (x) each Converting Term B-3 Loan Consenting ▇▇▇▇▇▇ agrees, on the terms and conditions set forth in the Amendment and Restatement Agreement, to have all of its outstanding Term B-2 Loans (or such lesser amount as notified and allocated to such Converting Term B-3 Loan Consenting Lender by the Amendment and Restatement Agreement Lead Arrangers, as determined by the Borrower and the Amendment and Restatement Agreement Lead Arrangers in their sole discretion) converted into an equivalent principal amount of Term B-3 Loans effective as of the Amendment and Restatement Effective Date and (y) each Non-Converting Term B-3 Loan Consenting Lender agrees, on the terms and conditions set forth in the Amendment and Restatement Agreement, to have all of its outstanding Term B-2 Loans prepaid and will purchase by assignment from the Additional Term B-3 Lender Term B-3 Loans in a principal amount equal to the principal amount of such Term B-2 Loans (or such lesser amount as notified and allocated to such Non-Converting Term B-3 Loan Consenting Lender by the Amendment and Restatement Agreement Lead Arrangers, as determined by the Borrower and the Amendment and Restatement Agreement Lead Arrangers in their sole discretion). Once repaid, Term B-3 Loans may not be reborrowed.
(b) Subject to and upon the terms and conditions set forth herein, each Revolving Lender with a 2023 Revolving Commitment agrees, severally and not jointly, to make revolving credit loans denominated in U.S. Dollars (the “2023 Revolving Loans”) to the Borrower, at any time and from time to time on and after the Amendment and Restatement Effective Date until the earlier of one (1) Business Day prior to the Initial Maturity Date for 2023 Revolving Loans and the termination of the 2023 Revolving Commitment of such Revolving Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in such ▇▇▇▇▇▇’s Revolving Exposure exceeding such ▇▇▇▇▇▇’s 2023 Revolving Commitment. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans.
(c) Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make on and after the first Initial Borrowing Date and prior Incremental Term Loans to the Commitment Termination Date and at the times specified in Section 2.02 term loans to the Borrower (each a “Loan” and collectively the “Loans”)Borrower, which Incremental Term Loans (i) shall bear interest in accordance with Section 2.06be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) shall be denominated and repayable in U.S. Dollars, (iii) shall, except as hereinafter provided, at the option of the Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Loans or SOFR Loans; provided that all Incremental Term Loans of a given Tranche made as part of the same Borrowing shall be disbursed on any Borrowing Dateat all times consist of Incremental Term Loans of the same Type, and (iv) disbursed on any Borrowing Date shall not exceed on such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date as set forth in Section 2.02, (v) disbursed on any Borrowing Date shall not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereof, the Dollar Equivalent of the Incremental Term Loan Commitment of such Incremental Term Loan Lender for such Tranche (before giving effect to the termination thereof on such Borrowing Datedate pursuant to Section 4.02(b)). Once repaid, (vi) disbursed on any Borrowing Date shall Incremental Term Loans may not exceed the Dollar Availability on any such Borrowing Date and (vii) shall not in the aggregate exceed the Dollar Maximum Amountbe reborrowed.
(bd) Loans disbursed Each Lender may, at its option, make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to indirectly fund installments and delivery payments make such Loan; provided that any exercise of such option shall not (i) affect in any manner the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement or (ii) excuse or relieve any Lender from its Commitment to make any such Loan to the Yard in respect of (x) Vessel 1 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche A Loans” and (y) Vessel 2 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche B Loans”extent not so made by such branch or Affiliate.
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The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender severally agrees to make make, at any time and from time to time on and or after the first Initial Borrowing Effective Date and prior to the Commitment Termination Date and at the times specified in Section 2.02 term Revolving Loan Maturity Date, a revolving loan or revolving loans to the Borrower (each a “"Revolving Loan” and collectively " and, collectively, the “"Revolving Loans”)") to the Borrower, which Revolving Loans (i) shall bear interest be denominated in Dollars, (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iii) may be repaid and reborrowed in accordance with Section 2.06the provisions hereof, and (iv) shall not exceed for any Lender at any time outstanding that aggregate principal amount which, when added to the product of (x) such Lender's Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Lender at such time.
(b) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, at any time and from time to time on or after the Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrower, which Swingline Loans (i) shall be incurred and maintained as Base Rate Loans, (ii) shall be denominated and repayable in Dollars, (iii) shall may be disbursed on any Borrowing Daterepaid and reborrowed in accordance with the provisions hereof, (iv) disbursed on any Borrowing Date shall not exceed on in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Swingline Loans) at such Borrowing Date for all Lenders time, an amount equal to the Dollar Equivalent of the maximum available amount for Total Revolving Loan Commitment at such Borrowing Date as set forth in Section 2.02time, and (v) disbursed on any Borrowing Date shall not exceed for in aggregate principal amount at any Lender time outstanding the Dollar Equivalent of the Commitment of such Lender on such Borrowing Date, (vi) disbursed on any Borrowing Date shall not exceed the Dollar Availability on any such Borrowing Date and (vii) shall not in the aggregate exceed the Dollar Maximum Amount.
(b) Loans disbursed to indirectly fund installments and delivery payments to the Yard in respect of (x) Vessel 1 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche A Loans” and (y) Vessel 2 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche B Loans”.Maximum
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