The Loans. (a) Subject to the terms and conditions set forth herein, (i) each Initial Term Loan Lender severally agrees to make term loans (each such loan, an “Initial Term Loan”) to the Initial Borrower on the Closing Date in Dollars in the aggregate amount of such Term Loan Lender’s Term Loan Commitment, (ii) each 2020 Incremental Term Loan Lender severally agrees to make 2020 Incremental Term Loans to the Borrower on the 2020 Incremental Amendment Effective Date in Dollars in an aggregate amount of up to such 2020 Incremental Term Loan Lender’s 2020 Incremental Term Loan Commitment and (iii) each 2021 Incremental Term Loan Lender severally agrees to make 2021 Incremental Term Loans to the Borrower on the 2021 Incremental Amendment Funding Date in Dollars in an aggregate amount of up to such 2021 Incremental Term Loan Lender’s 2021 Incremental Term Loan Commitment. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Term Loans may be Base Rate Loans or Term SOFR Loans, as further provided herein. (b) Subject to the terms and conditions set forth herein, each Initial Revolving Credit Lender severally agrees to make revolving loans (each such loan, an “Initial Revolving Credit Loan”) in Dollars or an Alternative Currency to the Borrower from time to time, on any Business Day during the Initial Availability Period, in an aggregate amount up to, at any time outstanding, such Initial Revolving Credit Lender’s Initial Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, the Total Outstandings shall not exceed the Total Revolving Credit Commitments. Within the limits of each Revolving Credit ▇▇▇▇▇▇’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, a Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Term SOFR Loans, Eurocurrency Rate Loans or RFR Loans, as further provided herein. Each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.03) shall be allocated pro rata among the outstanding Tranches of Revolving Credit Commitments. Revolving Credit Loans denominated in Pounds Sterling shall be RFR Loans.
Appears in 4 contracts
Sources: Credit Agreement (APi Group Corp), Amendment No. 7 to Credit Agreement (APi Group Corp), Credit Agreement (APi Group Corp)
The Loans. (a) Subject to the terms and conditions set forth herein,
(i) , each Initial Term Loan Revolving Lender severally agrees to make term loans (each such loan, an “Initial Term Loan”) Revolving Loans in dollars to the Initial Borrower on from time to time during the Closing Date Availability Period in Dollars an aggregate principal amount that will not result in (a) the aggregate outstanding principal amount of such Revolving Lender’s Revolving Loans exceeding such Revolving Lender’s Revolving Commitment or (b) the sum of the Aggregate Total Exposure exceeding the total Revolving Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans.
(b) On or prior to the Eighth Amendment Effective Date, each Term Lender (other than the Tenth Amendment Incremental Lender (as defined in the Tenth Amendment)) made a term loan in dollars in an aggregate amount of such Term Loan Lender’s Term Loan Commitment,
(ii) each 2020 Incremental Term Loan Lender severally agrees to make 2020 Incremental Term Loans to Commitment as of the Borrower on the 2020 Incremental Eight Amendment Effective Date in Dollars in an aggregate amount of up to such 2020 Incremental Term Loan Lender’s 2020 Incremental Term Loan Commitment and
(iii) each 2021 Incremental Term Loan Lender severally agrees to make 2021 Incremental Term Loans to the Borrower on the 2021 Incremental Amendment Funding Date in Dollars in an aggregate amount of up to such 2021 Incremental Term Loan Lender’s 2021 Incremental Term Loan CommitmentDate. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Term Loans may be Base Rate Loans or Term SOFR Loans, as further provided herein.
(b) Subject to the terms and conditions set forth herein, each Initial Revolving Credit the Tenth Amendment Incremental Lender severally agrees to make revolving loans (each such loan, an “Initial Revolving Credit Loan”) in Dollars or an Alternative Currency to the Borrower from time to time, on any Business Day during the Initial Availability Period, Tenth Amendment Effective Date a term loan in dollars in an aggregate amount up to, at any time outstanding, not to exceed the amount of such Initial Revolving Credit Term Lender’s Initial Revolving Credit Term Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, the Total Outstandings shall not exceed the Total Revolving Credit Commitments. Within the limits of each Revolving Credit ▇▇▇▇▇▇’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, a Borrower may borrow Amounts borrowed under this Section 2.01, prepay under Section 2.05, 2.01(b) and reborrow under this Section 2.01. Revolving Credit Loans repaid or prepaid may not be Base Rate Loans, Term SOFR Loans, Eurocurrency Rate Loans or RFR Loans, as further provided herein. Each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.03) shall be allocated pro rata among the outstanding Tranches of Revolving Credit Commitments. Revolving Credit Loans denominated in Pounds Sterling shall be RFR Loansreborrowed.
Appears in 2 contracts
Sources: Revolving Credit Agreement and Incremental Agreement (Palantir Technologies Inc.), Revolving Credit Agreement and Incremental Agreement (Palantir Technologies Inc.)
The Loans. (a) Subject to the terms and conditions set forth herein,
(i) , each Initial Term Loan Lender severally agrees to make term loans (each such loan, an “Initial Term Loan”) to the Initial a Borrower on the Closing Date in Dollars in the aggregate amount of such Term Loan Lender’s Term Loan Commitment,
(ii) each 2020 Incremental Term Loan Lender severally agrees to make 2020 Incremental Term Loans to the Borrower on the 2020 Incremental Amendment Effective Date in Dollars in an aggregate amount of up to such 2020 Incremental Term Loan Lender’s 2020 Incremental Term Loan Commitment and
(iii) each 2021 Incremental Term Loan Lender severally agrees to make 2021 Incremental Term Loans to the Borrower on the 2021 Incremental Amendment Funding Date in Dollars in an aggregate amount of up to such 2021 Incremental Term Loan Lender’s 2021 Incremental Term Loan Commitment. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Term Loans may be Base Rate Loans or Term SOFR Eurocurrency Rate Loans, as further provided herein.
(b) . Subject to the terms and conditions set forth herein, each Initial Revolving Credit Lender severally agrees to make revolving loans (each such loan, an “Initial Revolving Credit Loan”) in Dollars or an Alternative Currency to the a Borrower from time to time, on any Business Day during the Initial Availability Period, in an aggregate amount up to, at any time outstanding, such Initial Revolving Credit Lender’s Initial Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, the Total Outstandings shall not exceed the Total Revolving Credit Commitments. Within the limits of each Revolving Credit ▇▇▇▇▇▇Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, a Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Term SOFR Loans, Loans or Eurocurrency Rate Loans or RFR Loans, as further provided herein. Each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.03) shall be allocated pro rata among the outstanding Tranches of Revolving Credit Commitments. Revolving Credit Loans denominated in Pounds Sterling shall be RFR Loans.
Appears in 2 contracts
Sources: Credit Agreement (APi Group Corp), Credit Agreement (Element Solutions Inc)
The Loans. (a) Subject to the terms and conditions set forth herein,
(i) each Initial Term Loan Lender severally agrees to make term loans (each such loan, an “Initial Term Loan”) to the Initial Borrower on the Closing Date in Dollars in the aggregate amount of such Term Loan Lender’s Term Loan Commitment,
(ii) each 2020 Incremental Term Loan Lender severally agrees to make 2020 Incremental Term Loans to the Borrower on the 2020 Incremental Amendment Effective Date in Dollars in an aggregate amount of up to such 2020 Incremental Term Loan Lender’s 2020 Incremental Term Loan Commitment and
(iii) each 2021 Incremental Term Loan Lender severally agrees to make 2021 Incremental Term Loans to the Borrower on the 2021 Incremental Amendment Funding Date in Dollars in an aggregate amount of up to such 2021 Incremental Term Loan Lender’s 2021 Incremental Term Loan Commitment. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Term Loans may be Base Rate Loans or Term SOFR Loans, as further provided herein.
(b) Subject to the terms and conditions set forth herein, each Initial Revolving Credit Lender severally agrees to make revolving loans to each of the Revolving Borrowers (each such loan, an “Initial a "Revolving Credit Loan”") in Dollars or an in one or more Alternative Currency to the Borrower Currencies from time to time, on any Business Day during the Initial Availability Period, in an aggregate amount up to, not to exceed at any time outstanding, outstanding the amount of such Initial Revolving Credit Lender’s Initial Revolving Credit 's Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, (i) the aggregate Outstanding Amount of all Revolving Loans, plus the aggregate Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus the Assumed Swingline Loan Amount shall not exceed the Aggregate Commitments and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus such Lender's Pro Rata Share of the Assumed Swingline Loan Amount shall not exceed such Lender's Commitment. Notwithstanding the foregoing sentence, subject to the terms and conditions set forth herein, each Lender severally agrees to make Revolving Loans (without application of the Assumed Swingline Loan Amount) in an amount equal to its Pro Rata Share of the Revolving Loans made to refinance Swingline Loans in accordance with Section 2.04(e) and to refinance drawings under Letters of Credit for the account of Subsidiary Swingline Borrowers which have not been reimbursed on the Honor Date by such Subsidiary Swingline Borrowers in accordance with Section 2.03(c), in each case, in an aggregate amount not to exceed such Lender's Commitment; provided, however, that after giving effect to any such Borrowing, (i) the Total Outstandings shall not exceed the Total Revolving Credit Aggregate Commitments, (ii) the aggregate Outstanding Amount of all Loans of any Lender, plus the aggregate Outstanding Amount of all L/C Obligations of any Lender shall not exceed such Lender's Commitment, and (iii) the Outstanding Amount of all Subsidiary L/C Obligations of such Subsidiary Swingline Borrower, plus the Outstanding Amount of all Swingline Loans of such Subsidiary Swingline Borrower shall not exceed such Subsidiary Swingline Borrower's Subsidiary Currency Sublimit. Within the limits of each Revolving Credit ▇▇▇▇▇▇’s Revolving Credit Lender's Commitment, and subject to the other terms and conditions hereof, a Borrower the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Term SOFR Loans, Loans or Eurocurrency Rate Loans or RFR Loans, as further provided herein. Each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.03) shall be allocated pro rata among the outstanding Tranches of Revolving Credit Commitments. Revolving Credit Loans denominated in Pounds Sterling shall be RFR Loans.
Appears in 2 contracts
Sources: Credit Agreement (Mettler Toledo International Inc/), Credit Agreement (Mettler Toledo International Inc/)
The Loans. (a) Subject to the terms and conditions set forth herein,
(i) each Initial Term Loan Tranche 1 Revolving Credit Lender severally agrees to make term loans denominated in Dollars to the Lead Borrower as elected by the Lead Borrower pursuant to Section 2.02 (each such loan, an a “Initial Term Tranche 1 Revolving Credit Loan”) from time to time, during the Initial Borrower on Availability Period, in an aggregate principal amount not to exceed at any time outstanding the Closing Date in Dollars in the aggregate amount of such Term Loan Lender’s Term Tranche 1 Revolving Credit Commitment; provided that after giving effect to any Tranche 1 Revolving Credit Borrowing, (A) the sum of (without duplication) (I) the Tranche 1 Revolving Credit Exposure of all Tranche 1 Revolving Credit Lenders plus (II) all Unpaid L/C Lender Amounts of all of the Tranche 1 Revolving Credit Lenders plus (III) all Unpaid Swing Line Loan Commitment,Amounts of all of the Tranche 1 Revolving Credit Lenders shall not exceed the lesser of (x) the aggregate Tranche 1 Revolving Credit Commitments and (y) the Tranche 1 Borrowing Base at such time, (B) the Tranche 1 Revolving Credit Exposure of any Tranche 1 Revolving Credit Lender shall not exceed such Tranche 1 Revolving Credit Lender’s Tranche 1 Revolving Credit Commitment and (C) the Revolving Credit Exposure shall not exceed the lesser of (x) the aggregate Revolving Credit Commitments and (y) the Borrowing Base at such time;
(ii) each 2020 Incremental Term Loan Tranche 2 Revolving Credit Lender severally agrees to make 2020 Incremental Term Loans loans denominated in Dollars to the Lead Borrower on as elected by the 2020 Incremental Amendment Effective Date in Dollars Lead Borrower pursuant to Section 2.02 (each such loan, a “Tranche 2 Revolving Credit Loan”) from time to time, during the Availability Period, in an aggregate principal amount not to exceed at any time outstanding the amount of up to such 2020 Incremental Term Loan Lender’s 2020 Incremental Term Tranche 2 Revolving Credit Commitment; provided that after giving effect to any Tranche 2 Revolving Credit Borrowing, (A) the sum of (without duplication) (I) the Tranche 2 Revolving Credit Exposure of all Tranche 2 Revolving Credit Lenders plus (II) all Unpaid L/C Lender Amounts of all of the Tranche 2 Revolving Credit Lenders, plus (III) all Unpaid Swing Line Loan Amounts of all of the Tranche 2 Revolving Credit Lenders shall not exceed the lesser of (x) the aggregate Tranche 2 Revolving Credit Commitments and (y) the Tranche 2 Borrowing Base at such time, (B) the Tranche 2 Revolving Credit Exposure of any Tranche 2 Revolving Credit Lender shall not exceed such Tranche 2 Revolving Credit Lender’s Tranche 2 Revolving Credit Commitment andand (C) the Revolving Credit Exposure shall not exceed the lesser of (x) the aggregate Revolving Credit Commitments and (y) the Borrowing Base at such time;
(iii) in no event shall there be any Loans made on the Closing Date; and
(iv) within the limits of each 2021 Incremental Term Loan Lender severally agrees to make 2021 Incremental Term Loans Lender’s Tranche 1 Revolving Credit Commitment or Tranche 2 Revolving Credit Commitment, as applicable, and subject to the Borrower on other terms and conditions hereof, the 2021 Incremental Amendment Funding Date in Dollars in an aggregate amount of up to such 2021 Incremental Term Loan Lender’s 2021 Incremental Term Loan CommitmentBorrowers may borrow under this Section 2.01(a), prepay under Section 2.05 and reborrow under this Section 2.01(a). Amounts repaid or prepaid in respect of Term Tranche 1 Revolving Credit Loans may not be reborrowed. Term and Tranche 2 Revolving Credit Loans may be Base Rate Loans or Term SOFR Eurodollar Rate Loans, as further provided herein.
(b) Subject to the terms and conditions set forth herein, each Initial Revolving Credit Lender severally agrees to make revolving loans (each such loan, an “Initial Revolving Credit Loan”) in Dollars or an Alternative Currency to the Borrower from time to time, on any Business Day during the Initial Availability Period, in an aggregate amount up to, at any time outstanding, such Initial Revolving Credit Lender’s Initial Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, the Total Outstandings shall not exceed the Total Revolving Credit Commitments. Within the limits of each Revolving Credit ▇▇▇▇▇▇’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, a Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Term SOFR Loans, Eurocurrency Rate Loans or RFR Loans, as further provided herein. Each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.03) shall be allocated pro rata among the outstanding Tranches of Revolving Credit Commitments. Revolving Credit Loans denominated in Pounds Sterling shall be RFR Loans[Reserved.]
Appears in 2 contracts
Sources: Credit Agreement (Dominion Textile (Usa), L.L.C.), Credit Agreement (Dominion Textile (Usa), L.L.C.)
The Loans. (a) Subject to the terms and conditions set forth herein,
(i) , each Initial Term Loan Lender severally agrees to make term to the Borrowers on the Closing Date or on the date the Pre-Acquisition Initial Funding occurs, as applicable, one or more loans (each such loan, an the “Initial Term LoanLoans”) denominated in U.S. Dollars in an aggregate principal amount equal to such Lender’s Commitment on the Closing Date. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed; provided that (i) the U.S. Borrower may, after the Closing Date, assume any portion of the Initial Loans borrowed by the Australian Borrower on the Closing Date in Dollars in as if such Initial Loans were borrowed by the aggregate amount of such Term Loan Lender’s Term Loan Commitment,
U.S. Borrower on the Closing Date and (ii) each 2020 Incremental Term Loan Lender severally agrees to make 2020 Incremental Term the Australian Borrower may, after the Closing Date, assume any portion of the Initial Loans to borrowed by the U.S. Borrower on the 2020 Incremental Amendment Effective Closing Date in Dollars in an aggregate amount of up to as if such 2020 Incremental Term Loan Lender’s 2020 Incremental Term Loan Commitment and
(iii) each 2021 Incremental Term Loan Lender severally agrees to make 2021 Incremental Term Initial Loans to were borrowed by the Australian Borrower on the 2021 Incremental Amendment Funding Date Closing Date, in Dollars in an aggregate amount of up each case upon written notice from such Borrower to such 2021 Incremental Term the Administrative Agent and, if the Administrative Agent requests, evidenced by submitting a revised Committed Loan Lender’s 2021 Incremental Term Loan CommitmentNotice. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Term The Initial Loans may be Base Rate Loans or Term SOFR U.S. Dollar denominated Eurodollar Rate Loans, as further provided herein.
(b) Subject to the terms and conditions set forth herein, each Initial Revolving Credit 2015-2 Incremental Lender severally agrees to make revolving loans (each such loan, an “Initial Revolving Credit Loan”) in Dollars or an Alternative Currency to the U.S. Borrower from time to timeon the Second Lien Amendment No. 2 Effective Date, on any Business Day during the Initial Availability Period, one or more loans denominated in U.S. Dollars in an aggregate principal amount up to, at any time outstanding, equal to such Initial Revolving Credit 2015-2 Incremental Lender’s Initial Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, 2015-2 Incremental Commitment on the Total Outstandings shall not exceed Second Lien Amendment No. 2 Effective Date (the Total Revolving Credit Commitments“2015-2 Incremental Loans”). Within the limits of each Revolving Credit ▇▇▇▇▇▇’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, a Borrower may borrow Amounts borrowed under this Section 2.01, prepay under Section 2.05, 2.01(b) and reborrow under this Section 2.01repaid or prepaid may not be reborrowed. Revolving Credit The 2015-2 Incremental Loans may be Base Rate Loans, Term SOFR Loans, Eurocurrency Rate Loans or RFR U.S. Dollar denominated Eurodollar Rate Loans, as further provided herein. Each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.03) shall be allocated pro rata among the outstanding Tranches of Revolving Credit Commitments. Revolving Credit Loans denominated in Pounds Sterling shall be RFR Loans.
Appears in 2 contracts
Sources: Second Lien Credit Agreement, Second Lien Credit Agreement (DTZ Jersey Holdings LTD)
The Loans. (a) Subject to the terms and conditions set forth herein,
(i) , each Initial Term Loan Lender severally agrees to make term loans (each such loan, an “Initial Term Loan”) to the Initial Borrower Company on the Closing Date in Dollars in the aggregate amount of such Term Loan Lender’s Term Loan Commitment,
(ii) each 2020 Incremental Term Loan Lender severally agrees to make 2020 Incremental Term Loans to the Borrower on the 2020 Incremental Amendment Effective Date in Dollars in an aggregate amount of up to such 2020 Incremental Term Loan Lender’s 2020 Incremental Term Loan Commitment and
(iii) each 2021 Incremental Term Loan Lender severally agrees to make 2021 Incremental Term Loans to the Borrower on the 2021 Incremental Amendment Funding Date in Dollars in an aggregate amount of up to such 2021 Incremental Term Loan Lender’s 2021 Incremental Term Loan Commitment. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Term Loans may be Base Rate Loans or Adjusted Term SOFR Loans, as further provided herein.
(b) . Subject to the terms and conditions set forth herein, each Initial Revolving Credit Lender severally agrees to make revolving loans (each such loan, an “Initial Revolving Credit Loan”) in Dollars or an Alternative Currency Canadian Dollars to the Borrower Company from time to time, on any Business Day during the Initial Availability Period, in an aggregate amount up to, at any time outstanding, such Initial Revolving Credit Lender’s Initial Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, (i) the Total Outstandings shall not exceed the Total Revolving Credit CommitmentsCommitments and (ii) the portion of the Outstanding Amount of all Revolving Credit Loans and all L/C Obligations denominated in Canadian Dollars shall not exceed $50,000,000. Within the limits of each Revolving Credit ▇▇▇▇▇▇’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, a Borrower the Company may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans denominated in (i) Dollars may be Base Rate Loans, Loans or Adjusted Term SOFR Loans, Eurocurrency Loans and (ii) Canadian Dollars may be Canadian Prime Rate Loans or RFR Canadian Term Rate Loans, in each case, as further provided herein. Each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.03) shall be allocated pro rata among the outstanding Tranches of Revolving Credit Commitments. Revolving Credit Loans denominated in Pounds Sterling shall be RFR Loans.
Appears in 2 contracts
Sources: Credit Agreement (Azz Inc), Credit Agreement (Azz Inc)
The Loans. (a) Subject to the terms and conditions set forth herein,
(i, each(i) each Initial the Additional Term Loan B Lender severally agrees to make term loans (each such loan, an “Initial Term Loan”) a loan to the Initial Borrower on the Closing Date in Dollars in an amount notto the aggregate amount of such Borrower a loan denominated in Dollars (together with each Loan converted from a Converted Initial Loan pursuant to clause (ii) below, a “Term Loan Lender’s B Loan”) on the Amendment No. 1 Effective Date equal to the Additional Term Loan Commitment,
B Commitment and (ii) each 2020 Converted Initial 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 exceed such Lender’s Commitment on the Closing Date. The Borrowingthe principal amount of such Lender’s Converted Initial Loan immediately prior to such conversion; provided that the Term B Loans shall initially consist of Term Loans made simultaneously by such Lenders in accordance with their respective Commitments.LIBO Rate Loans with an Interest Period commencing on the Amendment No. 1 Effective Date and ending on June 28, 2013 and the LIBO Rate for such Interest Period shall be deemed to be 1.25%.
(b) Each Lender having an Incremental Term Loan Lender Commitment severally agrees agrees, subject to the terms and conditions and relying upon the representations and warranties set forth herein and in the applicable Additional Credit Extension Amendment, to make 2020 Incremental Term Loans to the Borrower on the 2020 Incremental Amendment Effective Date in Dollars Borrower, in an aggregate principal amount of up not to such 2020 Incremental Term Loan Lender’s 2020 Incremental Term Loan Commitment and
(iii) each 2021 Incremental Term Loan Lender severally agrees to make 2021 Incremental Term Loans to the Borrower on the 2021 Incremental Amendment Funding Date in Dollars in an aggregate amount of up to such 2021 Incremental Term Loan Lender’s 2021 exceed its Incremental Term Loan Commitment. Each Incremental Term Borrowing shall consist of Incremental Term Loans made simultaneously by the applicable Incremental Term Lenders in accordance with their respective Incremental Term Loan Commitments.
(c) Amounts borrowed under this Section 2.01 and repaid or prepaid in respect of Term Loans may not be reborrowed. Term Loans may be Base Rate Loans or Term SOFR Loans, as further provided herein.
(b) Subject to the terms and conditions set forth herein, each Initial Revolving Credit Lender severally agrees to make revolving loans (each such loan, an “Initial Revolving Credit Loan”) in Dollars or an Alternative Currency to the Borrower from time to time, on any Business Day during the Initial Availability Period, in an aggregate amount up to, at any time outstanding, such Initial Revolving Credit Lender’s Initial Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, the Total Outstandings shall not exceed the Total Revolving Credit Commitments. Within the limits of each Revolving Credit ▇▇▇▇▇▇’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, a Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Term SOFR Loans, Eurocurrency LIBO Rate Loans or RFR Loans, as further provided herein. Each Revolving Credit Borrowing (including The failure of any deemed Revolving Credit Borrowings made pursuant Lender to Section 2.03) make any Loan shall be allocated pro rata among neither relieve any other Lender of its obligation to fund its Loan in accordance with the outstanding Tranches provisions of Revolving Credit Commitments. Revolving Credit Loans denominated in Pounds Sterling shall be RFR Loansthis Agreement nor increase the obligation of any such other Lender.
Appears in 2 contracts
Sources: Credit Agreement (Container Store Group, Inc.), Credit Agreement (Container Store Group, Inc.)
The Loans. (a) Subject to the terms and conditions set forth herein,
(i) , each Initial Term Loan Lender severally agrees to make term loans (each such loan, an “Initial Term Loan”) to the Initial Borrower on the Closing Date in Dollars in the aggregate amount of such Term Loan Lender’s Term Loan Commitment,
(ii) each 2020 Incremental Term Loan Lender severally agrees to make 2020 Incremental Term Loans to the Borrower on the 2020 Incremental Amendment Effective Date in Dollars in an aggregate amount of up to such 2020 Incremental Term Loan Lender’s 2020 Incremental Term Loan Commitment and
(iii) each 2021 Incremental Term Loan Lender severally agrees to make 2021 Incremental Term Loans to the Borrower on the 2021 Incremental Amendment Funding Date in Dollars in an aggregate amount of up to such 2021 Incremental Term Loan Lender’s 2021 Incremental Term Loan Commitment. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Term Loans may be Base Rate Loans or Term SOFR Loans, as further provided herein.
(b) Subject to the terms and conditions set forth herein, each Initial Revolving Credit Lender severally agrees to make revolving loans (each such loan, an “Initial Revolving Credit Loan”) in Dollars or an Alternative Currency to the Borrower Borrowers from time to time, on any Business Day during the Initial Availability Period, in an aggregate amount up to, at any time outstanding, such Initial Revolving Credit Lender’s Initial Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, the Total Outstandings shall not exceed the Total Revolving Credit Commitments. Within the limits of each Revolving Credit ▇▇▇▇▇▇Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, a Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Loans or Term SOFR Loans, Eurocurrency Rate Loans or RFR Loans, as further provided herein. Each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.03) shall be allocated pro rata among the outstanding Tranches of Revolving Credit Commitments.
(c) Subject to the terms and conditions set forth in Amendment No. Revolving Credit Loans denominated in Pounds Sterling shall be RFR Loans.1, each Amendment No. 1
Appears in 1 contract
The Loans. (a) Subject to the terms and conditions set forth herein,
(i) of this Agreement, each Initial Term Loan Lender of the Banks severally agrees to make term loans a revolving loan to each Borrower up to such Bank’s Pro Rata Share of such Borrower’s Sublimit. Each Bank shall from time to time advance and re-advance to Borrower an amount equal to such Bank’s Availability to such Borrower (each such loanloan by a Bank, an a “Initial Term Loan”) ; such loans, collectively, the “Loans”). Each borrowing of the Loans shall be made by Dolphin LLC, Fairlane LLC or TOLLC or simultaneously by any of Dolphin LLC, Fairlane LLC or TOLLC and shall be the separate obligation of the Borrower making such borrowing and not of the other Borrowers; provided that pursuant to the Initial Borrower on Guaranty, inter alia, Fairlane LLC and TOLLC shall guaranty each other’s Obligations and the Closing Date in Dollars Obligations of Dolphin LLC (so that (i) Fairlane LLC and TOLLC shall, as guarantors, be liable subject to the limitations set forth in the aggregate amount of such Term Loan LenderGuaranty, for each other’s Term Loan Commitment,
Obligations and (ii) each 2020 Incremental Term Loan Lender severally agrees to make 2020 Incremental Term Loans Fairlane LLC and TOLLC shall also, as guarantors, be liable, subject to the Borrower on limitations set forth in the 2020 Incremental Amendment Effective Date in Dollars in an aggregate amount Guaranty, for the Obligations of up to such 2020 Incremental Term Loan Lender’s 2020 Incremental Term Loan Commitment and
(iii) each 2021 Incremental Term Loan Lender severally agrees to make 2021 Incremental Term Loans to the Borrower on the 2021 Incremental Amendment Funding Date in Dollars in an aggregate amount of up to such 2021 Incremental Term Loan Lender’s 2021 Incremental Term Loan Commitment. Amounts repaid or prepaid in respect of Term Loans may Dolphin LLC, but Dolphin LLC shall not be reborrowedliable for the Obligations of Fairlane LLC or TOLLC). Term Loans may Each borrowing by a Borrower shall be Base Rate Loans or Term SOFR Loans, as further provided hereinmade ratably from the Banks in proportion to their respective Pro Rata Shares.
(b) Subject For purposes of determining usage of a Bank’s Loan Commitment (or Sublimit), a Bank’s Pro Rata Share of the amount of outstanding Letters of Credit shall be deemed to be advanced to TOLLC.
(c) Within the terms and conditions limits set forth herein, each Initial Revolving Credit Lender severally agrees to make revolving loans (each such loan, an “Initial Revolving Credit Loan”) in Dollars or an Alternative Currency to the Borrower may borrow from time to time, on any Business Day during the Initial Availability Period, in an aggregate amount up to, at any time outstanding, such Initial Revolving Credit Lender’s Initial Revolving Credit Commitment; providedunder this Section 2.01 and prepay from time to time pursuant to Section 2.10 (subject, however, that after giving effect to any Revolving Credit Borrowing, the Total Outstandings shall not exceed the Total Revolving Credit Commitments. Within the limits of each Revolving Credit ▇▇▇▇▇▇’s Revolving Credit Commitment, and subject to the other terms restrictions on prepayment set forth in such Section) and conditions hereof, a Borrower may thereafter re-borrow under amounts which have been repaid pursuant to this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit .
(d) The Loans may be outstanding as (1) Base Rate Loans, Term SOFR Loans, Eurocurrency Rate (2) LIBOR Loans or RFR Loans(3) a combination of the foregoing, as further provided hereina Borrower shall elect and notify Administrative Agent in accordance with Section 2.15. The LIBOR Loan and Base Rate Loan of each Bank shall be maintained at such Bank’s Applicable Lending Office for its LIBOR Loan and Base Rate Loan, respectively.
(e) The obligations of the Banks under this Agreement are several, and no Bank shall be responsible for the failure of any other Bank to make any advance of a Loan to be made by such other Bank. However, the failure of any Bank to make any advance of the Loan to be made by it hereunder on the date specified therefor shall not relieve any other Bank of its obligation to make any advance of its Loan specified hereby to be made on such date.
(f) Borrowers may reallocate the Sublimits between them (and any New Borrower) no more frequently that once per quarter and no more frequently than twice per annum by not less than twenty-one (21) days’ prior written notice to Administrative Agent (who shall promptly forward such notice to the Banks). Each Revolving Credit proposed Sublimit must be such that at the time such Sublimit becomes effective such Sublimit for the applicable Property does not exceed the Borrowing Base Value of such Property. (including any deemed Revolving Credit Borrowings In order to increase the Sublimit for Dolphin above the current amount, Dolphin LLC will be required to amend the Mortgage on Dolphin so as to increase the amount secured thereby, pay the required documentary and intangible taxes and increase the amount of Lender’s title insurance policy with respect to Dolphin). If Borrowers request that the Sublimit of a Property be increased by more than fifteen percent (15%) above the Sublimit as originally established in this Agreement and the Appraised Value of such Property was based on an appraisal prepared (as last updated) more than one (1) year prior to the Borrowers’ notice, then at the request of Administrative Agent (which request must be made pursuant within ten (10) Banking Days after notification to Section 2.03Administrative Agent of such proposed increase) Administrative Agent shall (at Borrowers’ expense) obtain an update of the Appraised Value of such Property, in which event the effective date of such increased Sublimit shall be allocated pro rata among delayed until such current Appraised Value is determined. At any time a Sublimit is changed, Borrowers shall execute replacement notes as necessary to evidence any such changed Sublimit. The Sublimits shall not at any time aggregate in excess of the outstanding Tranches of Revolving Credit Commitments. Revolving Credit Loans denominated in Pounds Sterling shall be RFR LoansTotal Loan Commitment.
Appears in 1 contract
Sources: Secured Revolving Credit Agreement (Taubman Centers Inc)
The Loans. (a) Subject to the terms and conditions set forth herein,
, (i) each Initial Term Loan Lender severally agrees to make term loans (each such loan, an “Initial a single Term Loan”) Loan in Dollars to the Initial Borrower on the Closing Date (which shall be a Business Day), in Dollars in the an aggregate amount of such Term Loan Lender’s Term Loan Commitment,
not to exceed $185,000,000 and (ii) each 2020 Incremental Term Loan Lender severally agrees to make 2020 Incremental Term Loans to the Borrower on the 2020 Incremental Amendment Effective Date in Dollars in an aggregate amount of up to such 2020 Incremental Term Loan Lender’s 2020 Incremental Borrower from time to time, on any Business Day during the Term Loan Commitment and
Period, but not more than one time per calendar month (iiiexcluding the initial advance of Term Loans on the Closing Date); provided, however, that after giving effect to any Borrowing, (A) the aggregate principal amount of outstanding Term Loans shall not exceed the Term Loan Commitment, and (B) each 2021 Incremental Term Loan Lender severally agrees to make 2021 Incremental Lender’s Applicable Percentage of the aggregate principal amount of outstanding Term Loans to the Borrower on the 2021 Incremental Amendment Funding Date in Dollars in an aggregate amount of up to shall not exceed such 2021 Incremental Term Loan Lender’s 2021 Incremental Term Loan Commitment. Amounts Within the limits of each Lender’s Term Loan Commitment, and subject to the other terms and conditions hereof, Borrower may borrow Term Loans pursuant to this Section 2.1, and prepay Term Loans pursuant to Section 2.6. Term Loans repaid or prepaid in respect of Term Loans may not be reborrowed. Term Loans may be Base Rate Loans or Term SOFR Loans, as further provided herein.35 [OPAL Fuels Credit Agreement]
(b) Subject to the terms and conditions set forth herein, each Initial Revolving Credit Lender severally agrees to make revolving loans (each such loan, an “Initial Revolving Credit Loan”) in Dollars or an Alternative Currency Loans to the Borrower from time to time, on any Business Day during the Initial Availability Period, in an aggregate amount up to, at any time outstanding, such Initial Revolving Credit Lender’s Initial Revolving Credit CommitmentCommitment Period; provided, however, that after giving effect to any Borrowing, (A) the Total Revolving Credit Borrowing, the Total Outstandings shall not exceed the Total aggregate Revolving Credit CommitmentsCommitment, and (B) the Revolving Credit Exposure shall not exceed such Revolving Lender’s Revolving Credit Commitment. Within the limits of each Revolving Credit ▇▇▇▇▇▇Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, a Borrower may borrow Revolving Loans under this Section 2.012.1(b), prepay under Revolving Loans pursuant to Section 2.05, 2.6 and reborrow under re-borrow Revolving Loans pursuant to this Section 2.01. Revolving Credit 2.1(b).
(c) Loans may be Base Rate Loans, Term SOFR Loans, Eurocurrency Rate Loans or RFR SOFR Loans, as further provided herein. Each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.03) shall be allocated pro rata among the outstanding Tranches of Revolving Credit Commitments. Revolving Credit Loans denominated in Pounds Sterling shall be RFR Loans.
Appears in 1 contract
The Loans. (a) Subject to the terms and conditions set forth herein,
(i) , each Initial Term Loan Lender severally agrees to make term loans (each such loan, an “Initial Term Loan”) to the Initial Borrower on the Closing Date in Dollars in the aggregate amount of such Term Loan Lender’s Term Loan Commitment,
(ii) each 2020 Incremental Term Loan Lender severally agrees to make 2020 Incremental Term Loans a single loan to the Borrower on the 2020 Incremental Amendment Effective Date in Dollars in an aggregate amount of up to such 2020 Incremental Term Loan Lender’s 2020 Incremental Term Loan Commitment and
(iii) each 2021 Incremental Term Loan Lender severally agrees to make 2021 Incremental Term Loans to the Borrower on the 2021 Incremental Amendment Funding Date in Dollars in an aggregate amount of up not to exceed such 2021 Incremental Term Loan Lender’s 2021 Incremental Term Loan CommitmentCommitment (the “Initial Term Loans”). The Term Borrowing shall consist of Term Loans made simultaneously by the Term Lenders in accordance with their respective Term Commitments. The proceeds of the Initial Term Loans made on the Funding Date shall be deposited by (or at the direction of) the Initial Borrower, net of the fees set forth in Section 2.09(a) and an amount equal to 0.50% of the Term Commitments (the “Term Upfront Fees”), into the Escrow Account (the “Initial Deposit”). Notwithstanding any provision to the contrary in this Agreement, on or prior to the Funding Date, the Initial Borrower shall deposit, or cause to be deposited, into the Escrow Account the Additional Escrow Deposit Amount. Amounts borrowed under this Section 2.01(a) and subsequently repaid or prepaid in respect of Term Loans may not be reborrowed. Term Loans may be Base Rate Loans or Term SOFR Loans, Eurodollar Rate Loans as further provided herein.
(b) Subject to the terms and conditions set forth herein, each Initial Revolving Credit Each Term Lender severally agrees that in connection with the Borrower’s election to effectuate a Delayed Draw Refinancing it will (x) enter into an Incremental Commitment Amendment to and as defined in the Existing Credit Agreement to provide the Borrower with Takeout Loans in an aggregate principal amount equal to such Lender’s outstanding Initial Term Loans hereunder on the date of such Delayed Draw Refinancing and (y) make revolving loans (each such loan, an “Initial Revolving a Takeout Loan under the Existing Credit Loan”) in Dollars or an Alternative Currency Agreement to the Borrower from time to time, on any Business Day during the Initial Availability Period, in an aggregate principal amount up to, at any time outstanding, equal to such Initial Revolving Credit Lender’s outstanding Initial Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, Term Loans hereunder on the Total Outstandings shall not exceed the Total Revolving Credit Commitments. Within the limits date of each Revolving Credit ▇▇▇▇▇▇’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, a Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Term SOFR Loans, Eurocurrency Rate Loans or RFR Loans, as further provided herein. Each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.03) shall be allocated pro rata among the outstanding Tranches of Revolving Credit Commitments. Revolving Credit Loans denominated in Pounds Sterling shall be RFR Loanssuch Delayed Draw Refinancing.
Appears in 1 contract
The Loans. (a) Subject to the terms and conditions set forth herein,
, (i) each Initial the Additional Term Loan B Lender severally agrees to make term loans to the Borrower a loan denominated in Dollars (together with each such loanLoan converted from a Converted Initial Loan pursuant to clause (ii) below, an a “Initial Term B Loan”) on the Amendment No. 12 Effective Date equal to the Initial Borrower on the Closing Date in Dollars in the aggregate amount of such Additional Term Loan Lender’s Term Loan Commitment,
B Commitment and (ii) each 2020 Converted Initial Loan of each Amendment No. 12 Consenting Lender shall be converted into a Term B Loan of such Lender effective as of the Amendment No. 12 Effective Date in a principal amount equal to the principal amount of such Lender’s Converted Initial Loan immediately prior to such conversion; provided that the Term B Loans shall initially consist of LIBO Rate Loans with an Interest Period commencing on the Amendment No. 12 Effective Date and ending on June 28December 31, 2013 and the LIBO Rate for such Interest Period shall be deemed to be 1.251.00%.
(b) Each Lender having an Incremental Term Loan Lender Commitment severally agrees agrees, subject to the terms and conditions and relying upon the representations and warranties set forth herein and in the applicable Additional Credit Extension Amendment, to make 2020 Incremental Term Loans to the Borrower on the 2020 Incremental Amendment Effective Date in Dollars Borrower, in an aggregate principal amount of up not to such 2020 Incremental Term Loan Lender’s 2020 Incremental Term Loan Commitment and
(iii) each 2021 Incremental Term Loan Lender severally agrees to make 2021 Incremental Term Loans to the Borrower on the 2021 Incremental Amendment Funding Date in Dollars in an aggregate amount of up to such 2021 Incremental Term Loan Lender’s 2021 exceed its Incremental Term Loan Commitment. Each Incremental Term Borrowing shall consist of Incremental Term Loans made simultaneously by the applicable Incremental Term Lenders in accordance with their respective Incremental Term Loan Commitments.
(c) Amounts borrowed under this Section 2.01 and repaid or prepaid in respect of Term Loans may not be reborrowed. Term Loans may be Base Rate Loans or Term SOFR Loans, as further provided herein.
(b) Subject to the terms and conditions set forth herein, each Initial Revolving Credit Lender severally agrees to make revolving loans (each such loan, an “Initial Revolving Credit Loan”) in Dollars or an Alternative Currency to the Borrower from time to time, on any Business Day during the Initial Availability Period, in an aggregate amount up to, at any time outstanding, such Initial Revolving Credit Lender’s Initial Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, the Total Outstandings shall not exceed the Total Revolving Credit Commitments. Within the limits of each Revolving Credit ▇▇▇▇▇▇’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, a Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Term SOFR Loans, Eurocurrency LIBO Rate Loans or RFR Loans, as further provided herein. Each Revolving Credit Borrowing (including The failure of any deemed Revolving Credit Borrowings made pursuant Lender to Section 2.03) make any Loan shall be allocated pro rata among neither relieve any other Lender of its obligation to fund its Loan in accordance with the outstanding Tranches provisions of Revolving Credit Commitments. Revolving Credit Loans denominated in Pounds Sterling shall be RFR Loansthis Agreement nor increase the obligation of any such other Lender.
Appears in 1 contract
The Loans. (a) Each Lender having a Revolving Credit Commitment severally agrees, subject to and on the terms and conditions of this Agreement, to make Loans (each, a "Revolving Loan" and collectively, the "Revolving Loans") to the Borrower, from time to time on any Business Day during the period from the date hereof to the Revolving Loan Termination Date, provided that (i) the aggregate principal amount of Revolving Loans at any time outstanding for any Lender shall not exceed the difference between (A) such Lender's Revolving Credit Commitment at such time less (B) such Lender's Pro Rata Share (calculated based on its Revolving Credit Percentage) of the aggregate Letter of Credit Outstandings (exclusive of Reimbursement Obligations that are repaid with the proceeds of, and simultaneously with the incurrence of, Revolving Loans or Swingline Loans) and participation in Swingline Loans at such time and (ii) no Borrowing of Revolving Loans shall be made if, immediately after giving effect thereto, the sum of (W) the aggregate principal amount of Revolving Credit Loans outstanding at such time plus (X) the aggregate Letter of Credit Outstandings (exclusive of Reimbursement Obligations that are repaid with the proceeds of, and simultaneously with the incurrence of, Revolving Credit Loans or Swingline Loans) plus (Y) the aggregate principal amount of Swingline Loans at such time, would exceed the lesser of Total Revolving Credit Commitment or the Borrowing Base, and (iii) no Borrowing of Revolving Loans shall be required if, immediately after giving effect thereto, a Default or Event of Default exists. Subject to and on the terms and conditions of this Agreement and for so long as no Default or Event of Default has occurred, the Borrower may borrow, repay and reborrow Revolving Loans until the Revolving Loan Termination Date.
(b) The Revolving Loans shall, at the option of the Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans or LIBOR Loans (each such type of Loan, a "Type"), provided that all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type.
(c) Subject to and upon the terms and conditions set forth herein,below, the Swingline Lender agrees at any time and from time to time during the period from the date hereof to the Revolving Loan Termination Date, to make a loan or loans to the Borrower (each a "Swingline Loan", and collectively, the "Swingline Loans"), which Swingline Loans:
(i) each Initial Term Loan Lender severally agrees to make term loans (each such loanmay be borrowed, an “Initial Term Loan”) to repaid and reborrowed in accordance with the Initial Borrower on provisions hereof and of the Closing Date in Dollars in the aggregate amount of such Term Loan Lender’s Term Loan Commitment,Swingline Note;
(ii) each 2020 Incremental Term Loan Lender severally agrees to make 2020 Incremental Term when combined with the aggregate principal amount of all Revolving Credit Loans made by the Lenders then outstanding and Letter of Credit Outstandings at such time (exclusive of Reimbursement Obligations that are repaid with the proceeds of, and simultaneously with the incurrence of, such Swingline Loans) shall not exceed in aggregate principal amount at any time outstanding, an amount equal to the Borrower on the 2020 Incremental Amendment Effective Date in Dollars in an aggregate amount of up to Total Revolving Credit Commitment at such 2020 Incremental Term Loan Lender’s 2020 Incremental Term Loan Commitment time; and
(iii) each 2021 Incremental Term Loan Lender severally agrees to make 2021 Incremental Term Loans shall not exceed the Maximum Swingline Amount. Anything contained in this Agreement to the Borrower contrary notwithstanding, any reduction of the Revolving Loan Commitments made pursuant to SECTION 2.6 that reduces the aggregate Total Revolving Loan Commitments to an amount less than the then current amount of the Maximum Swingline Amount shall result in an automatic corresponding reduction of the Maximum Swingline Amount to the amount of the Total Revolving Loan Commitments, as so reduced, without any further action on the 2021 Incremental Amendment Funding Date part of the Swingline Lender. On any Business Day, the Swingline Lender may, in Dollars its sole discretion, give notice to the Lenders that its outstanding Swingline Loans shall be repaid with a Borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of any Event of Default under the Swingline Note or under ARTICLE VIII or upon the exercise of any of the remedies provided in an aggregate amount ARTICLE IX), in which case a Borrowing of up to such 2021 Incremental Term Loan Lender’s 2021 Incremental Term Loan Commitment. Amounts repaid or prepaid in respect of Term Revolving Loans may not be reborrowed. Term Loans may be constituting Base Rate Loans or Term SOFR Loans, as further provided herein.
(b) Subject to the terms and conditions set forth herein, each Initial Revolving Credit Lender severally agrees to make revolving loans (each such loanBorrowing, an “Initial Revolving Credit Loan”a "Mandatory Borrowing") in Dollars or an Alternative Currency to shall be made on the Borrower from time to time, on any immediately succeeding Business Day during from all Lenders on the Initial Availability Period, in an aggregate amount up to, at any time outstanding, such Initial Revolving Credit basis each Lender’s Initial Revolving Credit Commitment; provided, however, that after 's Pro Rata Share (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to ARTICLE IX) and the proceeds thereof shall be paid directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Lender hereby irrevocably agrees to make Revolving Loans upon demand, but in any event no later than 2:00 p.m. (Charlotte time) on the next succeeding Business Day after the day such demand is made if demand therefor is made prior to 12:00 noon (Charlotte time) and no later than 2:00 p.m. (Charlotte time) on the second succeeding Business Day if demand therefor is made after 12:00 noon (Charlotte time), pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence notwithstanding (i) whether any of the conditions specified in ARTICLES II, III or IV are then satisfied, (ii) whether a Default or an Event of Default then exists, (iii) the date of such Mandatory Borrowing, the Total Outstandings shall not exceed and (iv) any reduction in the Total Revolving Credit CommitmentsCommitment after any such Swingline Loans were made. Within In the limits 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 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 Pro Rata Shares (determined before giving effect to any termination of the Revolving Credit ▇▇▇▇▇▇’s Revolving Credit CommitmentCommitments pursuant to ARTICLE IX); 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, and subject to the other terms extent attributable to the purchased participation, shall be payable to the participant from and conditions hereofafter such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, a Borrower may borrow under this Section 2.01the 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 such mandatory purchase was required to be made to but excluding the date of payment for such participation, prepay under Section 2.05, and reborrow under this Section 2.01. at the rate otherwise applicable to Revolving Credit Loans may be maintained as Base Rate Loans hereunder for each thereafter. The Borrower shall pay to the Swingline Lender one Business Day after demand the amount of such Swingline Loans to the extent amounts received from the Lenders are not sufficient to repay in full the outstanding Swingline Loans. In addition, Term SOFR the Borrower hereby authorizes the Agent, upon one (1) Business Day's notice to the Borrower, to charge any account maintained by it with the Swingline Lender (up to the amount available therein) in order to immediately pay the Swingline Lender the amount of such Swingline Loans to the extent amounts received from the Lenders are not sufficient to repay in full the outstanding Swingline Loans, Eurocurrency Rate Loans or RFR Loans, as further provided herein. Each Revolving Credit Borrowing (including If any deemed Revolving Credit Borrowings made pursuant portion of any such amount paid to Section 2.03) the Swingline Lender shall be allocated pro rata among recovered by or on behalf of the outstanding Tranches Borrower from the Swingline Lender in bankruptcy or otherwise, the loss of Revolving Credit Commitments. Revolving Credit Loans denominated in Pounds Sterling the amount so recovered shall be RFR Loansratably shared among all the Lenders in accordance with their respective Pro Rata Shares.
Appears in 1 contract
Sources: Loan Agreement (Lason Inc)
The Loans. (a) Subject to the terms and conditions set forth herein,
(i) , each Initial Term Loan Lender severally agrees to make term loans (each such loan, an “Initial Term Loan”) to the Initial Borrower on the Closing Date in Dollars in the aggregate amount of such Term Loan Lender’s Term Loan Commitment,
(ii) each 2020 Incremental Term Loan Lender severally agrees to make 2020 Incremental Term Loans to the Borrower on the 2020 Incremental Amendment Effective Date in Dollars in an aggregate amount of up to such 2020 Incremental Term Loan Lender’s 2020 Incremental Term Loan Commitment and
(iii) each 2021 Incremental Term Loan Lender severally agrees to make 2021 Incremental Term Loans to the Borrower on the 2021 Incremental Amendment Funding Date in Dollars in an aggregate amount of up to such 2021 Incremental Term Loan Lender’s 2021 Incremental Term Loan Commitment. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Term Loans may be Base Rate Loans or Term SOFR Loans, as further provided herein.
(b) Subject to the terms and conditions set forth herein, each Initial Revolving Credit Lender severally agrees to make revolving loans (each such loan, an “Initial Revolving Credit Loan”) in Dollars or an Alternative Currency to the Borrower Borrowers from time to time, on any Business Day during the Initial Availability Period, in an aggregate amount up to, at any time outstanding, such Initial Revolving Credit Lender’s Initial Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, the Total Outstandings shall not exceed the Total Revolving Credit Commitments. Within the limits of each Revolving Credit ▇▇▇▇▇▇Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, a Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Loans or Term SOFR Loans, Eurocurrency Rate Loans or RFR Loans, as further provided herein. Each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.03) shall be allocated pro rata among the outstanding Tranches of Revolving Credit Commitments.
(c) Subject to the terms and conditions set forth in Amendment No. Revolving Credit Loans denominated in Pounds Sterling shall be RFR Loans.1, each Amendment No. 1 Term Loan Lender and Amendment No. 1 Additional Term Loan Lender severally agrees to make term loans (each such loan, an “Amendment No. 1
Appears in 1 contract
Sources: Credit Agreement (Acuren Corp)
The Loans. (a) The Revolver Loan. Subject to the terms and conditions set forth herein,
(i) of this ----------------- Agreement, each Initial Term Loan Lender severally agrees to make term loans advances to Borrower (each such loan, an “Initial Term Loan”advances are called the "Revolver Advances") to the Initial Borrower on the Closing Date in Dollars in the aggregate amount of such Term Loan Lender’s Term Loan Commitment,
(ii) each 2020 Incremental Term Loan Lender severally agrees to make 2020 Incremental Term Loans to the Borrower on the 2020 Incremental Amendment Effective Date in Dollars in an aggregate amount of up to such 2020 Incremental Term Loan Lender’s 2020 Incremental Term Loan Commitment and
(iii) each 2021 Incremental Term Loan Lender severally agrees to make 2021 Incremental Term Loans to the Borrower on the 2021 Incremental Amendment Funding Date in Dollars in an aggregate amount of up to such 2021 Incremental Term Loan Lender’s 2021 Incremental Term Loan Commitment. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Term Loans may be Base Rate Loans or Term SOFR Loans, as further provided herein.
(b) Subject to the terms and conditions set forth herein, each Initial Revolving Credit Lender severally agrees to make revolving loans (each such loan, an “Initial Revolving Credit Loan”) in Dollars or an Alternative Currency to the Borrower from time to time, on any Business Day time during the Initial Availability Revolver Commitment ----------------- Period, in an aggregate principal amount up tonot to exceed its Loan Share of the Revolver Commitment. Revolver Advances shall be evidenced by the Revolver Notes. So long as an Event of Default or an Unmatured Event of Default has not occurred, at during the Revolver Commitment Period, Borrower may borrow, repay and reborrow under the Revolver Notes in accordance with this Section 2.
(i) Request for Advance Under the Revolver Loan. -------------------------------------------
(A) Each Request for Advance under the Revolver Loan shall be irrevocable and shall be in the form of Exhibit B on or before 11:00 a.m. --------- Denver, Colorado time (x) three Business Days immediately preceding the day such Revolver Advance is requested to be made in case of LIBOR Rate Loans, and (y) on the Business Day immediately preceding the day such Revolver Advance is requested to be made in case of Base Rate Loans.
(B) Each request for Advance shall specify:
(1) the amount of the requested Advance, which shall be in an aggregate minimum principal amount of $100,000 or an integral multiple thereof for both LIBOR Rate Loans and Base Rate Loans, or such lesser amount equal to the unadvanced portion of the Revolver Loan;
(2) the requested date of the Revolver Advance, which shall be a Business Day;
(3) whether the Revolver Advance is to be comprised of LIBOR Rate Loans or Base Rate Loans; and
(4) the duration of the Interest Period applicable to LIBOR Rate Loans included in such notice. If the Request for Advance shall fail to specify the duration of the Interest Period for any time outstandingLIBOR Rate Loan, such Initial Revolving Credit Lender’s Initial Revolving Credit Commitment; provided, however, that after Interest Period shall be three months.
(C) After giving effect to any Revolving Credit BorrowingLIBOR Rate Loan, the Total Outstandings there shall not exceed the Total Revolving Credit Commitmentsbe more than six different Interest Periods in effect.
(D) Upon receipt of a Request for Advance, Agent shall promptly notify each Lender thereof. Within the limits of each Revolving Credit ▇▇▇▇▇▇’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, a Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Term SOFR Loans, Eurocurrency Rate Loans or RFR Loans, as further provided herein. Each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.03) shall be allocated pro rata among the outstanding Tranches of Revolving Credit Commitments. Revolving Credit Loans denominated in Pounds Sterling shall be RFR Loans.Not later than 11:00 a.
Appears in 1 contract
The Loans. (a) Subject to the terms and conditions set forth herein,
(i) , each Initial Tranche B Term Loan Lender severally agrees to make term loans (each such loan, an a “Initial Tranche B Term Loan”) to the Initial any Tranche B Term Loan Borrower on the Closing Date in Dollars in the aggregate amount of such Term Loan Lender’s Term Loan Commitment,
(ii) each 2020 Incremental Term Loan Lender severally agrees to make 2020 Incremental Term Loans to the Borrower on the 2020 Incremental Amendment Effective Date in Dollars in an aggregate amount of up to such 2020 Incremental Tranche B Term Loan Lender’s 2020 Incremental Tranche B Term Loan Commitment and
(iii) Commitment. Subject to the terms and conditions set forth herein, each 2021 Incremental Tranche B-2 Term Loan Lender severally agrees to make 2021 Incremental term loans (each such loan, a “Tranche B-2 Term Loans Loan”) to the any Tranche B-2 Term Loan Borrower on the 2021 Incremental Amendment No. 3 Funding Date in Dollars in an aggregate amount of up to such 2021 Incremental Tranche B-2 Term Loan Lender’s 2021 Incremental Tranche B-2 Term Loan Commitment. Subject to the terms and conditions set forth herein, each Euro Tranche Term Loan Lender severally agrees to make Euro Tranche Term Loans to any Euro Tranche Term Loan Borrower on the Amendment No. 2 Funding Date and the Amendment No. 3 Funding Date, as applicable, in Euros in an aggregate amount of up to such Euro Tranche Term Loan Lender’s Euro Tranche Term Loan Commitment. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Tranche B Term Loans and Tranche B-2 Term Loans may be Base Rate Loans or Term SOFR Eurocurrency Rate Loans, as further provided herein.
(b) . Subject to the terms and conditions set forth herein, (i) each Initial Dollar Revolving Credit Lender severally agrees to make revolving loans (each such loan, an “Initial Dollar Revolving Credit Loan”) in Dollars to each Revolving Credit Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount of up to, at any time outstanding, the amount of such Lender’s Dollar Revolving Credit Commitment and (ii) each Multicurrency Revolving Lender severally agrees to make revolving loans (each such loan, an “Initial Multicurrency Revolving Credit Loan”) in Dollars or an Alternative Currency to the each Revolving Credit Borrower from time to time, on any Business Day during the Initial Availability Period, in an aggregate amount of up to, at any time outstanding, the amount of such Initial Revolving Credit Lender’s Initial Multicurrency Revolving Credit Commitment; provided, further, however, that (1) after giving effect to any Dollar Revolving Credit Borrowing, (i) the aggregate Outstanding Amount of all Dollar Revolving Credit Loans and L/C Obligations shall not exceed the Aggregate Dollar Revolving Credit Commitments and (ii) the aggregate Outstanding Amount of the Dollar Revolving Credit Loans of any Dollar Revolving Lender plus such Dollar Revolving Lender’s Pro Rata Dollar Share of an amount equal to the aggregate Outstanding Amount of all L/C Obligations shall not exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitment, (2) after giving effect to any Multicurrency Revolving Credit Borrowing, (i) the aggregate Outstanding Amount of all Multicurrency Revolving Credit Loans shall not exceed the Aggregate Multicurrency Revolving Credit Commitments, and (ii) the aggregate Outstanding Amount of the Multicurrency Revolving Credit Loans of any Multicurrency Revolving Lender shall not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitment, (3) after giving effect to any Revolving Credit Borrowing, the Total Outstandings shall not exceed the Total Revolving Credit CommitmentsCommitments and (4) the aggregate principal amount of New Dollar Revolving Credit Loans and New Multicurrency Revolving Credit Loans made on the Amendment No. 3 Funding Date shall not exceed $175,000,000. Within the limits of each Revolving Credit ▇▇▇▇▇▇Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, a Borrower the Revolving Credit Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Term SOFR Loans, Loans or Eurocurrency Rate Loans or RFR Loans, as further provided herein. Each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.03) shall be allocated pro rata among the outstanding Tranches relevant Tranches. For the avoidance of Revolving Credit Commitments. doubt, any Multicurrency Revolving Credit Loans denominated in Pounds Sterling an Alternative Currency shall only be RFR permitted to be borrowed as Eurocurrency Rate Loans.” (s) Schedule 2.01 to the Credit Agreement is hereby amended and restated in its entirety in the form attached hereto as Exhibit A. 7 (t) Section 2.02(a)(1) of the Credit Agreement is hereby amended by (x) adding “, in each case” immediately after the words “New Term Loans” at the first instance therein, (y) amending and restating Section 2.02(a)(1)(i) in its entirety as follows: “(i) 11:00 A.M. on the third Business Day prior to the date of the proposed Loans in the case of Eurocurrency Rate Loans (or, solely in the case of any Borrowing of Eurocurrency Rate Loans denominated in Dollars on the Amendment No. 3 Funding Date, not later than 12:00 P.M. on the second Business Day prior to the Amendment No. 3 Funding Date) or” and (z) replacing the words “Tranche B Term Loans” with “Tranche B Term Loans or Tranche B-2 Term Loans” in each place therein. (u) Section 2.02(a)(2) to the Credit Agreement is hereby amended and restated in its entirety as follows: “
Appears in 1 contract
Sources: Amendment No. 3
The Loans. (a) Subject to the terms and conditions set forth herein,
(i) , each Initial Tranche B Term Loan Lender severally agrees to make term loans (each such loan, an a “Initial Tranche B Term Loan”) to the Initial any Term Loan Borrower on the Closing Date in Dollars in the aggregate amount of such Term Loan Lender’s Term Loan Commitment,
(ii) each 2020 Incremental Term Loan Lender severally agrees to make 2020 Incremental Term Loans to the Borrower on the 2020 Incremental Amendment Effective Date in Dollars in an aggregate amount of up to such 2020 Incremental Tranche B Term Loan Lender’s 2020 Incremental Term Loan Commitment and
(iii) each 2021 Incremental Term Loan Lender severally agrees to make 2021 Incremental Term Loans to the Borrower on the 2021 Incremental Amendment Funding Date in Dollars in an aggregate amount of up to such 2021 Incremental Term Loan Lender’s 2021 Incremental Tranche B Term Loan Commitment. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Tranche B Term Loans may be Base Rate Loans or Term SOFR Eurocurrency Rate Loans, as further provided herein.
(b) . Subject to the terms and conditions set forth herein, (i) each Initial Dollar Revolving Credit Lender severally agrees to make revolving loans (each such loan, an “Initial Dollar Revolving Credit Loan”) in Dollars to each Revolving Credit Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount of up to, at any time outstanding, the amount of such Lender’s Dollar Revolving Credit Commitment and (ii) each Multicurrency Revolving Lender severally agrees to make revolving loans (each such loan, an “Initial Multicurrency Revolving Credit Loan”) in Dollars or an Alternative Currency to the each Revolving Credit Borrower from time to time, on any Business Day during the Initial Availability Period, in an aggregate amount of up to, at any time outstanding, the amount of such Initial Revolving Credit Lender’s Initial Multicurrency Revolving Credit Commitment; provided, further, however, that (1) after giving effect to any Dollar Revolving Credit Borrowing, (i) the aggregate Outstanding Amount of all Dollar Revolving Credit Loans and L/C Obligations shall not exceed the Aggregate Dollar Revolving Credit Commitments and (ii) the aggregate Outstanding Amount of the Dollar Revolving Credit Loans of any Dollar Revolving Lender plus such Dollar Revolving Lender’s Pro Rata Dollar Share of an amount equal to the aggregate Outstanding Amount of all L/C Obligations shall not exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitment, (2) after giving effect to any Multicurrency Revolving Credit Borrowing, (i) the aggregate Outstanding Amount of all Multicurrency Revolving Credit Loans shall not exceed the Aggregate Multicurrency Revolving Credit Commitments, and (ii) the aggregate Outstanding Amount of the Multicurrency Revolving Credit Loans of any Multicurrency Revolving Lender shall not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitment and (3) after giving effect to any Revolving Credit Borrowing, the Total Outstandings shall not exceed the Total Revolving Credit Commitments. Within the limits of each Revolving Credit ▇▇▇▇▇▇Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, a Borrower the Revolving Credit Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Term SOFR Loans, Loans or Eurocurrency Rate Loans or RFR Loans, as further provided herein. Each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.03) shall be allocated pro rata among the outstanding Tranches relevant Tranches. For the avoidance of Revolving Credit Commitments. doubt, any Multicurrency Revolving Credit Loans denominated in Pounds Sterling an Alternative Currency shall only be RFR permitted to be borrowed as Eurocurrency Rate Loans.
Appears in 1 contract
Sources: Credit Agreement (Platform Specialty Products Corp)
The Loans. (a) Subject Each Lender having a Revolving Credit Commitment severally agrees, subject to and on the terms and conditions set forth herein,
(i) each Initial Term Loan Lender severally agrees of this Agreement, to make term loans (each such loaneach, an “Initial Term a "Revolving Credit Loan”" and collectively, the "Revolving Credit Loans") to the Initial Borrower on the Closing Date in Dollars in the aggregate amount of such Term Loan Lender’s Term Loan Commitment,
(ii) each 2020 Incremental Term Loan Lender severally agrees to make 2020 Incremental Term Loans to the Borrower on the 2020 Incremental Amendment Effective Date in Dollars in an aggregate amount of up to such 2020 Incremental Term Loan Lender’s 2020 Incremental Term Loan Commitment and
(iii) each 2021 Incremental Term Loan Lender severally agrees to make 2021 Incremental Term Loans to the Borrower on the 2021 Incremental Amendment Funding Date in Dollars in an aggregate amount of up to such 2021 Incremental Term Loan Lender’s 2021 Incremental Term Loan Commitment. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Term Loans may be Base Rate Loans or Term SOFR LoansBorrower, as further provided herein.
(b) Subject to the terms and conditions set forth herein, each Initial Revolving Credit Lender severally agrees to make revolving loans (each such loan, an “Initial Revolving Credit Loan”) in Dollars or an Alternative Currency to the Borrower from time to time, time on any Business Day during the Initial Availability Periodperiod from the date hereof to the Revolving Credit Facility Termination Date, provided that (i) the aggregate principal amount of Revolving Credit Loans at any time outstanding for any Lender shall not exceed the difference between (1) such Lender's Revolving Credit Commitment at such time less (2) such Lender's Pro Rata Share (calculated based on its Revolving Credit Percentage) of the aggregate Letter of Credit Outstandings at such time (exclusive of Reimbursement Obligations that are repaid with the proceeds of, and simultaneously with the incurrence of, Revolving Credit Loans) and (ii) no Borrowing of Revolving Credit Loans shall be made if, immediately after giving effect thereto, the aggregate principal amount of Revolving Credit Loans, Letter of Credit Outstandings (exclusive of the aggregate amount of Reimbursement Obligations to be repaid with the proceeds of, and simultaneously with, the incurrence of Revolving Credit Loans made pursuant to such Borrowing) and Swingline Loans (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of, and simultaneously with, the incurrence of Revolving Credit Loans made pursuant to such Borrowing) outstanding at such time would exceed the Total Revolving Credit Commitment, and (iii) no advance of any Borrowing of Revolving Credit Loans shall be required if, immediately after giving effect thereto, a Default or Event of Default exists. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Revolving Credit Loans until the Revolving Credit Facility Termination Date.
(b) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans (each, a "Swingline Loan," and collectively, the "Swingline Loans") to the Borrower, from time to time on any Business Day during the period from the Amendment Effective Date to but not including the Swingline Maturity Date (or, if earlier, the Revolving Credit Facility Termination Date), in an aggregate principal amount up tonot exceeding the Swingline Commitment, notwithstanding that the aggregate principal amount of Swingline Loans outstanding at any time outstandingtime, such Initial when added to the aggregate principal amount of the Revolving Credit Lender’s Initial Loans made by the Swingline Lender in its capacity as a Lender outstanding at such time and its Letter of Credit Outstandings at such time, may exceed its Revolving Credit CommitmentCommitment at such time; provided, however, that no Borrowing of Swingline Loans shall be made if, immediately after giving effect to any thereto, the sum of the aggregate principal amount of Revolving Credit BorrowingLoans, Letter of Credit Outstandings (exclusive of Reimbursement Obligations that are repaid with the proceeds of, and simultaneously with, the Total Outstandings shall not incurrence of Revolving Credit Loans), and Swingline Loans (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Revolving Credit Loans made pursuant to such Borrowing) outstanding at such time would exceed the Total Revolving Credit CommitmentsCommitment. Within Subject to and on the limits of each Revolving Credit ▇▇▇▇▇▇’s Revolving Credit Commitment, and subject to the other terms and conditions hereofof this Agreement, a the Borrower may borrow under this Section 2.01borrow, prepay under Section 2.05, and reborrow under this Section 2.01. repay (including by means of a Borrowing of Revolving Credit Loans may be Base Rate Loans, Term SOFR Loans, Eurocurrency Rate Loans or RFR Loans, as further provided herein. Each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.03SECTION 2.2(B)) shall be allocated pro rata among the outstanding Tranches of Revolving Credit Commitments. Revolving Credit Loans denominated in Pounds Sterling shall be RFR and reborrow Swingline Loans.
Appears in 1 contract
The Loans. Until the earliest to occur of the Termination Date, a Regulatory Trigger Event and the third (a3rd) Subject anniversary of the Closing Date, Borrowers may request to Agent on behalf of the Lenders to make Revolving Loan Advances to Borrowers and, subject to the terms and conditions set forth herein,
of this Agreement, each Lender severally and not jointly agrees to lend such Lender’s Revolving Loan Commitment Percentage of each requested Revolving Loan Advance up to such Lender’s Revolving Loan Commitment which Borrowers may repay and reborrow from time to time until the occurrence of one of the foregoing events. Until the earliest to occur of the Termination Date, a Regulatory Trigger Event or the third (i3rd) each Initial anniversary of the Closing Date, Borrowers may request to Agent on behalf of the Lenders to make Term Loan Advances to Borrowers and, subject to the terms and conditions of this Agreement, each Lender severally and not jointly agrees to make term loans (each lend such loan, an “Initial Term Loan”) to the Initial Borrower on the Closing Date in Dollars in the aggregate amount of such Term Loan Lender’s Term Loan Commitment,
(ii) Commitment Percentage of each 2020 Incremental requested Term Loan Lender severally agrees to make 2020 Incremental Term Loans to the Borrower on the 2020 Incremental Amendment Effective Date in Dollars in an aggregate amount of Advance up to such 2020 Incremental Term Loan Lender’s 2020 Incremental Term Loan Commitment andwhich Borrowers may not reborrow after repayment thereof. Requests for Advances shall be made no more than one (1) time per calendar month (excluding any deemed request made under Section 2.6(b)); provided, a simultaneous request for a Revolving Loan Advance and a Term Loan Advance shall be considered a single Advance request. The aggregate unpaid principal amount at any one time outstanding of all Revolving Loan Advances shall not exceed the Revolving Loan Maximum Principal Amount; the aggregate unpaid principal amount at any one time outstanding of all Term Loan Advances shall not exceed the Term Loan Maximum Principal Amount; and the aggregate unpaid principal amount at any one time outstanding of all Advances shall not exceed the lesser of the Maximum Principal Amount then in effect or the Borrowing Base in effect as of the date of determination. No Revolving Loan Advance shall be made until the aggregate original principal amount of all Term Loan Advances made since the Closing Date equal the Term Loan Maximum Principal Amount. No Revolving Loan may be made or held by a Foreign Lender or Foreign Holder.
(iiia) Agent shall establish on its books an account in the name of Borrowers (the “Borrowers’ Loan Account”). A debit balance in Borrowers’ Loan Account shall reflect the amount of Borrowers’ indebtedness to Agent, Holders and Lenders from time to time by reason of Advances and other appropriate charges (including, without limitation, interest charges) hereunder. At least once each 2021 Incremental Term month, Agent shall provide to Borrowers a statement of Borrowers’ Loan Lender severally agrees to make 2021 Incremental Term Loans Account which statement shall be considered correct and accepted by Borrowers and conclusively binding upon Borrowers unless Borrowers notify Agent to the Borrower on the 2021 Incremental Amendment Funding Date in Dollars in an aggregate amount contrary within thirty (30) days of up Agent’s providing such statement to such 2021 Incremental Term Loan Lender’s 2021 Incremental Term Loan Commitment. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Term Loans may be Base Rate Loans or Term SOFR Loans, as further provided hereinBorrowers.
(b) Subject Each Advance made hereunder shall, in accordance with GAAP, be entered as a debit to the terms Borrowers’ Loan Account, and conditions set forth herein, each Initial Revolving Credit Lender severally agrees to make revolving loans (each such loan, an “Initial Revolving Credit Loan”i) in Dollars or an Alternative Currency to the Borrower from time to timerespect of Revolving Loan Advances, on any Business Day during the Initial Availability Periodshall be in a principal amount which, in an aggregate amount up to, at any time when aggregated with all other Revolving Loan Advances then outstanding, such Initial Revolving Credit Lender’s Initial Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, the Total Outstandings shall not exceed the Total Revolving Credit Commitments. Within Loan Maximum Principal Amount, (ii) in respect of Term Loan Advances, shall be in a principal amount which, when aggregated with all other Term Loan Advances then outstanding, shall not exceed the limits of each Revolving Credit ▇▇▇▇▇▇’s Revolving Credit CommitmentTerm Loan Maximum Principal Amount, and subject to the other terms and conditions hereof(iii) in respect of all Advances, a Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Term SOFR Loans, Eurocurrency Rate Loans or RFR Loans, as further provided herein. Each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.03) shall be allocated pro rata among in a principal amount which, when aggregated with all other Advances then outstanding, shall not exceed the outstanding Tranches lesser of Revolving Credit Commitments. Revolving Credit the then effective Borrowing Base or Maximum Principal Amount.
(c) The Loans denominated in Pounds Sterling shall be RFR Loansdue and payable on the Termination Date. Upon the occurrence of an Event of Default, Agent shall have rights and remedies available to it under Article 9 of this Agreement.
Appears in 1 contract
The Loans. (a) The Initial Term Loan Borrowings and DDTL Borrowings.
(i) The Initial Term Loan Borrowings. Subject to the terms and conditions set forth herein,
(i) , each Initial Term Loan Lender severally agrees to make term loans (each such loan, an “Initial Term Loan”) to the Initial Borrower on the Closing Date in Dollars in the aggregate amount of such Term Loan Lender’s Term Loan Commitment,
(ii) each 2020 Incremental Term Loan Lender severally agrees to make 2020 Incremental Term Loans to the Borrower on the 2020 Incremental Amendment Effective Date loans denominated in Dollars in an aggregate principal amount not to exceed the amount of up to such 2020 Incremental Term Loan Lender’s 2020 Incremental Term Loan Commitment and
(iii) each 2021 Incremental Term Loan Lender severally agrees to make 2021 Incremental Term Loans to the Borrower on the 2021 Incremental Amendment Funding Date in Dollars in an aggregate amount of up to such 2021 Incremental Term Loan Lender’s 2021 Incremental Term Loan Commitment. Amounts borrowed under this Section 2.01(a)(i) and repaid or prepaid in respect of Term Loans may not be reborrowed. Initial Term Loans may be Base Rate Loans or Term SOFR Eurocurrency Rate Loans, as further provided herein.
(bii) The Initial DDTL Borrowings. Subject to the terms and conditions set forth herein, each Initial Revolving Credit DDTL Lender severally agrees to make revolving loans (each such loan, an “Initial Revolving Credit Loan”) in Dollars or an Alternative Currency to the Borrower from time to time, on any Business Day during time after the Closing Date until the Initial Availability Period, DDTL Commitment Expiration Date (on one or more occasions) loans (the “Initial DDTLs”) denominated in Dollars in an aggregate principal amount up to, at any time outstanding, not to exceed the amount of such Initial Revolving Credit DDTL Lender’s then-outstanding Initial Revolving Credit DDTL Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, the Total Outstandings shall not exceed the Total Revolving Credit Commitments. Within the limits of each Revolving Credit ▇▇▇▇▇▇’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, a Borrower may borrow Amounts borrowed under this Section 2.01, prepay under Section 2.05, 2.01(a)(ii) and reborrow under this Section 2.01repaid or prepaid may not be reborrowed. Revolving Credit Loans Initial DDTLs may be Base Rate Loans, Term SOFR Loans, Loans or Eurocurrency Rate Loans or RFR Loans, as further provided herein. Each Revolving Credit Borrowing Notwithstanding anything to the contrary in this Agreement, (including any deemed Revolving Credit Borrowings made pursuant to Section 2.03i) from and after the Initial DDTL Commitment Expiration Date, the Initial DDTLs shall be allocated pro rata among added to and become a part of the outstanding Tranches of Revolving Credit Commitments. Revolving Credit Initial Term Loans, (ii) the Initial DDTLs shall have the same terms as the Initial Term Loans denominated in Pounds Sterling and (iii) from and after the Initial DDTL Commitment Expiration Date, the Initial Term Loans and the Initial DDTLs shall be RFR treated as part of a single Class of Initial Term Loans for all purposes, except that interest on the Initial DDTLs shall commence to accrue from the applicable date of such DDTL Borrowing. On the Initial DDTL Commitment Expiration Date, the Administrative Agent shall, based on the Types of Borrowings of Initial Term Loans then outstanding, ratably allocate such Initial DDTLs as Base Rate Loans and Eurocurrency Rate Loans, as applicable, in the same proportion as the then outstanding Initial Term Loans, and with respect to Eurocurrency Rate Loans, ratably and proportionately assign matching stub Interest Periods to such Initial DDTLs on the same basis as the Initial Term Loans.
Appears in 1 contract
Sources: Credit Agreement (Legence Corp.)
The Loans. (ai) Each Bank has (prior to the Effective Date) made term loans to the Borrower under the Existing Loan Agreement which are outstanding in the amount set forth opposite its name on Schedule 2.1 hereto under the heading "Tranche A Term Loans Outstanding on the Effective Date". Subject to the terms and conditions set forth herein, each Bank severally agrees to make a new Term Loan on the Effective Date under its Tranche A Term Loan Commitment in an aggregate principal amount for all Banks not to exceed $500,000 (each such Loan and each outstanding term loan referred to in the preceding sentence, a "TRANCHE A TERM LOAN", and, collectively, the "TRANCHE A TERM LOANS"). The borrowing from the Banks of new Term Loans pursuant to this Section 2.1(a)(i) shall be (1) in a single advance and (2) made from each Bank PRO RATA on the basis of the Tranche A Term Loan Commitment of such Bank.
(ii) Subject to the terms and conditions set forth herein,
(i) , each Initial Term Loan Lender Bank severally agrees to make term loans (each such loana new Term Loan under its Tranche B Term Loan Commitment(each a "TRANCHE B TERM LOAN" and, an “Initial Term Loan”collectively, the "TRANCHE B TERM LOANS") to the Initial Borrower on the Closing Date Effective Date. The borrowing from the Banks pursuant to this Section 2.1(a)(ii) shall be (1) in Dollars in the aggregate amount of such Term Loan Lender’s Term Loan Commitment,
a single advance, (ii2) each 2020 Incremental Term Loan Lender severally agrees to make 2020 Incremental Term Loans to the Borrower on the 2020 Incremental Amendment Effective Date in Dollars in an aggregate principal amount not to exceed $5,000,000 and (3) made from each Bank PRO RATA on the basis of up to such 2020 Incremental Term Loan Lender’s 2020 Incremental the Tranche B Term Loan Commitment and
(iii) each 2021 Incremental Term Loan Lender severally agrees to make 2021 Incremental Term Loans to the Borrower on the 2021 Incremental Amendment Funding Date in Dollars in an aggregate amount of up to such 2021 Incremental Term Loan Lender’s 2021 Incremental Term Loan Commitment. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Term Loans may be Base Rate Loans or Term SOFR Loans, as further provided hereinBank.
(b) Subject to the terms and conditions set forth herein, each Initial Revolving Credit Lender Bank severally agrees at any time and from time to time during the Commitment Period to make revolving loans (each such loan, an “Initial Revolving Credit Loan”) in Dollars or an Alternative Currency to the Borrower from time (each a "REVOLVING CREDIT LOAN" and collectively, the "REVOLVING CREDIT LOANS") up to time, its Revolving Credit Loan Commitment; PROVIDED THAT in no event shall the aggregate principal amount of Revolving Credit Loans (including the Revolving Credit Loans outstanding on any Business Day during the Initial Availability Period, in an aggregate amount up to, Effective Date) outstanding at any time outstanding, such Initial Revolving Credit Lender’s Initial Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, exceed the Total Outstandings shall not exceed lesser of (x) the Total Revolving Credit CommitmentsLoan Commitment then in effect or (y) the then current Borrowing Base. Within During the limits of each Commitment Period, the Borrower may utilize the Revolving Credit ▇▇▇▇▇▇’s Loan Commitments by borrowing, prepaying the Revolving Credit CommitmentLoans in whole or in part without premium or penalty, and subject to reborrowing, all in accordance with the other terms and conditions hereof, a Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans may shall be Base Rate Loans, Term SOFR Loans, Eurocurrency Rate Loans or RFR Loans, as further provided herein. Each made from each Bank PRO RATA on the basis of the Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.03) shall be allocated pro rata among the outstanding Tranches Loan Commitment of Revolving Credit Commitmentssuch Bank. For avoidance of doubt, Revolving Credit Loans denominated in Pounds Sterling outstanding under the Existing Loan Agreement on the Effective Date shall be RFR Loansconstitute Revolving Credit Loans hereunder.
Appears in 1 contract
The Loans. (a) Subject to the terms and conditions set forth herein,
, (i) each Initial Tranche B Term Loan Lender severally agrees to make term loans (each such loan, an a “Initial Tranche B Term Loan”) to the Initial any Tranche B Term Loan Borrower on the Closing Date in Dollars in the aggregate amount of such Term Loan Lender’s Term Loan Commitment,
(ii) each 2020 Incremental Term Loan Lender severally agrees to make 2020 Incremental Term Loans to the Borrower on the 2020 Incremental Amendment Effective Date in Dollars in an aggregate amount of up to such 2020 Incremental Tranche B Term Loan Lender’s 2020 Incremental Tranche B Term Loan Commitment and
Commitment, (iiiii) each 2021 Incremental Tranche B-2 Term Loan Lender severally agrees to make 2021 Incremental term loans (each such loan, a “Tranche B-2 Term Loans Loan”) to the any Tranche B-2 Term Loan Borrower on the 2021 Incremental Amendment No. 3 Funding Date in Dollars in an aggregate amount of up to such 2021 Incremental Tranche B-2 Term Loan Lender’s 2021 Incremental Tranche B-2 Term Loan Commitment, (iii) each Tranche B-3 Term Loan Lender severally agrees to make term loans (each such loan, a “Tranche B-3 Term Loan”) to any Tranche B-3 Term Loan Borrower on the Amendment No. 4 Funding Date in Dollars in an aggregate amount of up to such Tranche B-3 Term Loan Lender’s Tranche B-3 Term Loan Commitment, (iv) each Tranche B-4 Term Loan Lender severally agrees to make term loans (each such loan, a “Tranche B-4 Term Loan”) to any Tranche B-4 Term Loan Borrower on the Amendment No. 5 Funding Date in Dollars in an aggregate amount of up to such Tranche B-4 Term Loan Lender’s Tranche B-4 Term Loan Commitment, (v) each Tranche B-5 Term Loan Lender severally agrees to make term loans (each such loan, a “Tranche B-5 Term Loan”) to any Tranche B-5 Term Loan Borrower on the Amendment No. 6 Funding Date in Dollars in an aggregate amount of up to such Tranche B-5 Term Loan Lender’s Tranche B-5 Term Loan Commitment, (vi) each Euro Tranche C-1 Term Loan Lender severally agrees to make term loans (each such loan, a “Euro Tranche C-1 Term Loan”) to any Euro Tranche C-1 Term Loan Borrower on the Amendment No. 2 Funding Date and the Amendment No. 3 Funding Date, as applicable, in Euros in an aggregate amount of up to such Euro Tranche C-1 Term Loan Lender’s Euro Tranche C-1 Term Loan Commitment, (vii) each Euro Tranche C-2 Term Loan Lender severally agrees to make term loans (each such loan, a “Euro Tranche C-2 Term Loan”) to any Euro Tranche C-2 Term Loan Borrower on the Amendment No. 4 Funding Date in Euros in an aggregate amount of up to such Euro Tranche C-2 Term Loan Lender’s Euro Tranche C-2 Term Loan Commitment, (viii) each Euro Tranche C-3 Term Loan Lender severally agrees to make term loans (each such loan, a “Euro Tranche C-3 Term Loan”) to any Euro Tranche C-3 Term Loan Borrower on the Amendment No. 5 Funding Date in Euros in an aggregate amount of up to such Euro Tranche C-3 Term Loan Lender’s Euro Tranche C-3 Term Loan Commitment and (ix) each Euro Tranche C-4 Term Loan Lender severally agrees to make term loans (each such loan, a “Euro Tranche C-4 Term Loan”) to any Euro Tranche C-4 Term Loan Borrower on the Amendment No. 6 Funding Date in Euros in an aggregate amount of up to such Euro Tranche C-4 Term Loan Lender’s Euro Tranche C-4 Term Loan Commitment. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Tranche B Term Loans, Tranche B-2 Term Loans, Tranche B-3 Term Loans, Tranche B-4 Term Loans and Tranche B-5 Term Loans may be Base Rate Loans or Term SOFR Eurocurrency Rate Loans, as further provided herein.
(b) . Subject to the terms and conditions set forth herein, (i) each Initial Dollar Revolving Credit Lender severally agrees to make revolving loans (each such loan, an “Initial Dollar Revolving Credit Loan”) in Dollars or an Alternative Currency to the each Revolving Credit Borrower from time to time, on any Business Day during the Initial Availability Period, in an aggregate amount of up to, at any time outstanding, the amount of such Initial Revolving Credit Lender’s Initial Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, the Total Outstandings shall not exceed the Total Revolving Credit Commitments. Within the limits of each Revolving Credit ▇▇▇▇▇▇’s Dollar Revolving Credit Commitment, and subject (ii) each Initial Multicurrency Revolving Lender severally agrees to the other terms and conditions hereofmake revolving loans (each such loan, a Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. an “Initial Multicurrency Revolving Credit Loans may be Base Rate Loans, Term SOFR Loans, Eurocurrency Rate Loans Loan”) in Dollars or RFR Loans, as further provided herein. Each an Alternative Currency to each Revolving Credit Borrowing (including Borrower from time to time, on any deemed Business Day during the Initial Availability Period, in an aggregate amount of up to, at any time outstanding, the amount of such Lender’s Initial Multicurrency Revolving Credit Borrowings made pursuant Commitment, (iii) each Amendment No. 4 Extended Dollar Revolving Lender severally agrees to Section 2.03) shall be allocated pro rata among the outstanding Tranches of Revolving Credit Commitmentsmake revolving loans (each such loan, an “Amendment No. Revolving Credit Loans denominated in Pounds Sterling shall be RFR Loans.4
Appears in 1 contract
The Loans. (a) Subject to the terms and conditions set forth herein,
(i) herein and in Amendment No. 1, each Initial Tranche B-1 Term Loan Lender severally agreed to make term loans (each such loan, a “Tranche B-1 Term Loan”) to the Borrowers on the Amendment No. 1 Funding Date in Dollars in an aggregate amount of up to such Tranche B-1 Term Loan Lender’s Tranche B-1 Term Loan Commitment. Subject to the terms and conditions set forth herein and in Amendment No. 3, each 2021-1 Incremental Term Lender severally agrees to make term loans (each such loan, an a “Initial 2021-1 Incremental Term Loan”) to the Initial Borrower Borrowers on the Closing Date in Dollars in the aggregate amount of such Term Loan Lender’s Term Loan Commitment,
(ii) each 2020 Incremental Term Loan Lender severally agrees to make 2020 Incremental Term Loans to the Borrower on the 2020 Incremental Amendment Effective Date in Dollars in an aggregate amount of up to such 2020 Incremental Term Loan Lender’s 2020 Incremental Term Loan Commitment and
(iii) each 2021 Incremental Term Loan Lender severally agrees to make 2021 Incremental Term Loans to the Borrower on the 2021 Incremental Amendment No. 3 Funding Date in Dollars in an aggregate amount not in excess of up to such 2021 2021-1 Incremental Term Loan Lender’s 2021 2021-1 Incremental Term Loan Commitment, which 2021-1 Incremental Term Loans shall be established through an increase to, and be part of the same Tranche as and fungible with, the Tranche B-1 Term Loans funded on the Amendment No. 1 Funding Date. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Term Loans (x) denominated in Dollars may be Base Rate Loans or Term SOFR Eurocurrency Rate Loans, (y) denominated in Euros shall be Eurocurrency Rate Loans and (z) denominated in Pounds Sterling shall be RFR Loans, in each case, as further provided herein.
(b) . Subject to the terms and conditions set forth herein, each Initial Revolving Credit Lender severally agrees to make revolving loans (each such loan, an “Initial Revolving Credit Loan”) in Dollars or an Alternative Currency to the a Borrower from time to time, on any Business Day during the Initial Availability Period, in an aggregate amount up to, at any time outstanding, such Initial Revolving Credit Lender’s Initial Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, the Total Outstandings shall not exceed the Total Revolving Credit Commitments. Within the limits of each Revolving Credit ▇▇▇▇▇▇Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, a Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans (w) denominated in Dollars may be Base Rate Loans or Eurocurrency Rate Loans, Term SOFR (x) denominated in Euros shall be Eurocurrency Rate Loans, Eurocurrency Rate (y) denominated in Pounds Sterling shall be RFR Loans or and (z) denominated in Yen shall be ▇▇▇▇ Loans (and for the avoidance of doubt, RFR Loans), as further provided herein. Each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.03) shall be allocated pro rata among the outstanding Tranches of Revolving Credit Commitments. Revolving Credit Loans denominated in Pounds Sterling shall be RFR Loans.
Appears in 1 contract
The Loans. Each Bank agrees, individually and severally, and not jointly, to extend the following credit to Borrower, subject to the terms set forth herein:
(a) Subject to RBC agrees, on the terms and conditions set forth herein,
(i) each Initial Term Loan Lender severally agrees in this Agreement, to make term loans revolving loan Advances (each such loan, an “Initial Term Loan”including issuing letters of credit) to or for the Initial account of Borrower on from time to time during the Closing Date Revolving Loan Period in Dollars in amounts such that the aggregate principal amount of such Term Loan Lender’s Term Loan Commitment,
revolving loan Advances (ii) each 2020 Incremental Term Loan Lender severally agrees to make 2020 Incremental Term Loans to including the Borrower on the 2020 Incremental Amendment Effective Date in Dollars in an aggregate face amount of up to any letters of credit) under this loan at any one time outstanding will not exceed the RBC Maximum Primary Revolving Loan Amount (the “RBC Primary Revolving Loan”). Within the foregoing limit, Borrower may borrow, prepay and reborrow such 2020 Incremental Term Advances at any time during the Revolving Loan Lender’s 2020 Incremental Term Loan Commitment and
(iii) each 2021 Incremental Term Loan Lender severally agrees to make 2021 Incremental Term Loans to the Borrower on the 2021 Incremental Amendment Funding Date in Dollars in an aggregate amount of up to such 2021 Incremental Term Loan Lender’s 2021 Incremental Term Loan Commitment. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Term Loans may be Base Rate Loans or Term SOFR Loans, as further provided hereinPeriod.
(b) Subject to RBC agrees, on the terms and conditions set forth hereinin this Agreement, each Initial to make additional revolving loan Advances to or for the account of Borrower under a second revolving loan facility from time to time during the Revolving Credit Lender severally agrees Loan Period in amounts such that the aggregate principal amount of such revolving loan Advances at any one time outstanding will not exceed the RBC Maximum Secondary Revolving Loan Amount (the “RBC Secondary Revolving Loan”). Within the foregoing limit, Borrower may borrow, prepay and reborrow such Advances at any time during the Revolving Loan Period.
(c) RBC agrees, on the terms and conditions set forth in this Agreement, to make a term loan to Borrower in an amount equal to the RBC Term Loan Amount in a single advance on the date hereof (the “RBC Term Loan” and together with the RBC Primary Revolving Loan and the RBC Secondary Revolving Loan, the “RBC Loans”). Once repaid, principal of the RBC Term Loan cannot be reborrowed.
(d) Regions agrees, on the terms and conditions set forth in this Agreement, to make revolving loans loan Advances (each such loan, an “Initial Revolving Credit Loan”including issuing letters of credit) in Dollars to or an Alternative Currency to for the account of Borrower from time to time, on any Business Day time during the Initial Availability PeriodRevolving Loan Period in amounts such that the aggregate principal amount of such revolving loan Advances (including the face amount of any letters of credit) under this loan at any one time outstanding will not exceed the Regions Maximum Primary Revolving Loan Amount (the “Regions Primary Revolving Loan”). Within the foregoing limit, in an aggregate amount up toBorrower may borrow, prepay and reborrow such Advances at any time outstandingduring the Revolving Loan Period.
(e) Regions agrees, on the terms and conditions set forth in this Agreement, to make additional revolving loan Advances to or for the account of Borrower under a second revolving loan facility from time to time during the Revolving Loan Period in amounts such Initial Revolving Credit Lender’s Initial Revolving Credit Commitment; provided, however, that after giving effect to the aggregate principal amount of such revolving loan Advances at any Revolving Credit Borrowing, the Total Outstandings shall one time outstanding will not exceed the Total Regions Maximum Secondary Revolving Credit CommitmentsLoan Amount (the “Regions Secondary Revolving Loan”). Within the limits of each foregoing limit, Borrower may borrow, prepay and reborrow such Advances at any time during the Revolving Credit ▇▇▇▇▇▇’s Revolving Credit CommitmentLoan Period.
(f) Regions agrees, and subject to on the other terms and conditions hereofset forth in this Agreement, to make a term loan to Borrower may borrow under this Section 2.01in an amount equal to the Regions Term Loan Amount in a single advance on the date hereof (the “Regions Term Loan” and together with the Regions Primary Revolving Loan and the Regions Secondary Revolving Loan, prepay under Section 2.05the “Regions Loans”). Once repaid, and reborrow under this Section 2.01. Revolving Credit Loans may principal of the Regions Term Loan cannot be Base Rate Loans, Term SOFR Loans, Eurocurrency Rate Loans or RFR Loans, as further provided herein. Each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.03) shall be allocated pro rata among the outstanding Tranches of Revolving Credit Commitments. Revolving Credit Loans denominated in Pounds Sterling shall be RFR Loansreborrowed.
Appears in 1 contract
The Loans. (a) Subject to the terms and conditions set forth herein,
(i) , each Initial Term Loan Lender severally agrees to make term loans (each such loan, an “Initial Term Loan”) to the Initial Borrower on the Closing Date in Dollars in the aggregate amount of such Term Loan Lender’s Term Loan Commitment,
(ii) each 2020 Incremental Term Loan Lender severally agrees to make 2020 Incremental Term Loans to the Borrower on the 2020 Incremental Amendment Effective Date in Dollars in an aggregate amount of up to such 2020 Incremental Term Loan Lender’s 2020 Incremental Term Loan Commitment and
(iii) each 2021 Incremental Term Loan Lender severally agrees to make 2021 Incremental Term Loans to the Borrower on the 2021 Incremental Amendment Funding Date in Dollars in an aggregate amount of up to such 2021 Incremental Term Loan Lender’s 2021 Incremental Term Loan Commitment. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Term Loans may be Base Rate Loans or Term SOFR Loans, as further provided herein.
(b) Subject to the terms and conditions set forth herein, each Initial Revolving Credit Lender severally agrees to make revolving loans (each such loan, an “Initial Revolving Credit Loan”) in Dollars or an Alternative Currency to the Borrower Borrowers from time to time, on any Business Day during the Initial Availability Period, in an aggregate amount up to, at any time outstanding, such Initial Revolving Credit Lender’s Initial Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, the Total Outstandings shall not exceed the Total Revolving Credit Commitments. Within the limits of each Revolving Credit ▇▇▇▇▇▇’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, a Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Loans or Term SOFR Loans, Eurocurrency Rate Loans or RFR Loans, as further provided herein. Each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.03) shall be allocated pro rata among the outstanding Tranches of Revolving Credit Commitments. Revolving Credit Loans denominated in Pounds Sterling shall be RFR Loans.
Appears in 1 contract
Sources: Credit Agreement (Acuren Corp)
The Loans. (a) Subject to the terms and conditions set forth herein,
(i) , each Initial Term Loan Lender severally agrees to make term loans a single loan (each such loan, an a “Initial Tranche A Term Loan”) to the Initial Borrower on the Closing Date and in Dollars in the aggregate an amount of not to exceed such Term Loan Lender’s Tranche A Term Loan Commitment,
, if any, on the Closing Date (ii) each 2020 Incremental such Lender, a “Tranche A Term Loan Lender severally agrees to make 2020 Incremental Lender”). The Tranche A Term Borrowing made on the Closing Date shall consist of Tranche A Term Loans made simultaneously by the Tranche A Term Lenders ratably according to the Borrower on the 2020 Incremental Amendment Effective Date in Dollars in an aggregate amount of up to such 2020 Incremental their Tranche A Term Loan Lender’s 2020 Incremental Term Loan Commitment and
(iii) each 2021 Incremental Term Loan Lender severally agrees to make 2021 Incremental Term Loans to the Borrower on the 2021 Incremental Amendment Funding Date in Dollars in an aggregate amount of up to such 2021 Incremental Term Loan Lender’s 2021 Incremental Term Loan CommitmentCommitments. Amounts borrowed under this Section 2.01(a) and repaid or prepaid in respect of Term Loans may not be reborrowed. Term Loans may be Base Rate Loans or Term SOFR Loans, as further provided herein.
(b) Subject to the terms and conditions set forth herein, each Initial Revolving Credit Lender severally agrees to make revolving loans (each such loan, an a “Initial Revolving Credit Loan”) in Dollars or an Alternative Currency to the Borrower from time to time, on any Business Day during the Initial Availability PeriodPeriod for Revolving Loans, in an aggregate amount up to, not to exceed at any time outstanding, outstanding the amount of such Initial Revolving Credit Lender’s Initial Revolving Credit Commitment, if any (each such Lender, a “Revolving Lender”); provided, however, that after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Outstandings shall not exceed the Total Revolving Credit Commitments, and (ii) the aggregate Outstanding Revolving Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Revolving Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Revolving Amount of all Swing Line Loans, without duplication, shall not exceed such Lender’s Revolving Commitment. Within the limits of each Revolving Credit ▇▇▇▇▇▇Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, a the Borrower may borrow under this Section 2.012.01(b), prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit 2.01(b).
(c) Loans may be Base Rate Loans, Term SOFR Loans, Eurocurrency Rate Loans or RFR Eurodollar Rate Loans, as further provided herein. Each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.03) shall be allocated pro rata among the outstanding Tranches of Revolving Credit Commitments. Revolving Credit Loans denominated in Pounds Sterling shall be RFR Loans.
Appears in 1 contract
Sources: Credit Agreement (Adesa Inc)
The Loans. (a) Subject to the terms and conditions set forth herein,
(i) , each Initial Tranche B Term Loan Lender severally agrees to make term loans (each such loan, an a “Initial Tranche B Term Loan”) to the Initial any Tranche B Term Loan Borrower on the Closing Date in Dollars in the aggregate amount of such Term Loan Lender’s Term Loan Commitment,
(ii) each 2020 Incremental Term Loan Lender severally agrees to make 2020 Incremental Term Loans to the Borrower on the 2020 Incremental Amendment Effective Date in Dollars in an aggregate amount of up to such 2020 Incremental Tranche B Term Loan Lender’s 2020 Incremental Tranche B Term Loan Commitment and
(iii) Commitment. Subject to the terms and conditions set forth herein, each 2021 Incremental Tranche B-2 Term Loan Lender severally agrees to make 2021 Incremental term loans (each such loan, a “Tranche B-2 Term Loans Loan”) to the any Tranche B-2 Term Loan Borrower on the 2021 Incremental Amendment No. 3 Funding Date in Dollars in an aggregate amount of up to such 2021 Incremental Tranche B-2 Term Loan Lender’s 2021 Incremental Tranche B-2 Term Loan Commitment. Subject to the terms and conditions set forth herein, each Euro Tranche Term Loan Lender severally agrees to make Euro Tranche Term Loans to any Euro Tranche Term Loan Borrower on the Amendment No. 2 Funding Date and the Amendment No. 3 Funding Date, as applicable, in Euros in an aggregate amount of up to such Euro Tranche Term Loan Lender’s Euro Tranche Term Loan Commitment. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Tranche B Term Loans and Tranche B-2 Term Loans may be Base Rate Loans or Term SOFR Eurocurrency Rate Loans, as further provided herein.
(b) . Subject to the terms and conditions set forth herein, (i) each Initial Dollar Revolving Credit Lender severally agrees to make revolving loans (each such loan, an “Initial Dollar Revolving Credit Loan”) in Dollars to each Revolving Credit Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount of up to, at any time outstanding, the amount of such Lender’s Dollar Revolving Credit Commitment and (ii) each Multicurrency Revolving Lender severally agrees to make revolving loans (each such loan, an “Initial Multicurrency Revolving Credit Loan”) in Dollars or an Alternative Currency to the each Revolving Credit Borrower from time to time, on any Business Day during the Initial Availability Period, in an aggregate amount of up to, at any time outstanding, the amount of such Initial Revolving Credit Lender’s Initial Multicurrency Revolving Credit Commitment; provided, further, however, that (1) after giving effect to any Dollar Revolving Credit Borrowing, (i) the aggregate Outstanding Amount of all Dollar Revolving Credit Loans and L/C Obligations shall not exceed the Aggregate Dollar Revolving Credit Commitments and (ii) the aggregate Outstanding Amount of the Dollar Revolving Credit Loans of any Dollar Revolving Lender plus such Dollar Revolving Lender’s Pro Rata Dollar Share of an amount equal to the aggregate Outstanding Amount of all L/C Obligations shall not exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitment, (2) after giving effect to any Multicurrency Revolving Credit Borrowing, (i) the aggregate Outstanding Amount of all Multicurrency Revolving Credit Loans shall not exceed the Aggregate Multicurrency Revolving Credit Commitments, and (ii) the aggregate Outstanding Amount of the Multicurrency Revolving Credit Loans of any Multicurrency Revolving Lender shall not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitment, (3) after giving effect to any Revolving Credit Borrowing, the Total Outstandings shall not exceed the Total Revolving Credit CommitmentsCommitments and (4) the aggregate principal amount of New Dollar Revolving Credit Loans and New Multicurrency Revolving Credit Loans made on the Amendment No. 3 Funding Date shall not exceed $175,000,000. Within the limits of each Revolving Credit ▇▇▇▇▇▇Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, a Borrower the Revolving Credit Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Term SOFR Loans, Loans or Eurocurrency Rate Loans or RFR Loans, as further provided herein. Each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.03) shall be allocated pro rata among the outstanding Tranches relevant Tranches. For the avoidance of Revolving Credit Commitments. doubt, any Multicurrency Revolving Credit Loans denominated in Pounds Sterling an Alternative Currency shall only be RFR permitted to be borrowed as Eurocurrency Rate Loans.”
Appears in 1 contract
The Loans. (a) Subject to the terms and conditions set forth herein,
in the Existing Credit Agreement, including, without limitation, the satisfaction (ior waiver) each of the conditions set forth in Section 4.01, Initial Term Lender advanced the Existing Loan Lender severally agrees to make term loans (each such loan, an “Initial Term Loan”) to the Initial Borrower Existing Borrowers on the Closing Date in Dollars in the aggregate amount of $360,000,000.00, with all fees payable under the Existing Fee Letter, including, without limitation, the Existing Loan Structuring Fee and the first year of the Administrative Agent Fee referred to in such Term Loan Lender’s Term Loan Commitment,
(ii) each 2020 Incremental Term Loan Fee Letter, as well as any reimbursements to Administrative Agent and Initial Lender severally due or payable on or about the Closing Date being net funded from such advance and paid to and retained by the parties to whom such fees and reimbursements were payable. Each of Borrowers, Guarantors, Lenders and Administrative Agent acknowledges and agrees to make 2020 Incremental Term Loans to that, as of the Borrower end of business on the 2020 Incremental Amendment Effective Date in Dollars in an aggregate Business Day immediately preceding the Restatement Closing Date, the outstanding principal amount of up to such 2020 Incremental Term the Existing Loan Lender’s 2020 Incremental Term Loan Commitment and
(iii) each 2021 Incremental Term Loan Lender severally agrees to make 2021 Incremental Term Loans to is $332,955,659 and the Borrower amount of the accrued and unpaid interest on the 2021 Incremental Amendment Funding Existing Loan is $2,152,893.12, all of which outstanding principal amount and accrued and unpaid interest shall be deemed outstanding under this Agreement as of the Restatement Closing Date and due and payable in Dollars in an aggregate amount accordance with this Agreement, the Note evidencing the Existing Loan and the other Loan Documents. Amended and Restated Credit Agreement dated as of up to such 2021 Incremental Term Loan Lender’s 2021 Incremental Term Loan Commitment. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Term Loans may be Base Rate Loans or Term SOFR LoansJuly 29, 2025, by and among Borrowers, CBL Outparcel HoldCo, LLC, CBL & Associates HoldCo II, LLC, CBL & Associates Limited Partnership, CLMG Corp., as further provided herein.Administrative Agent, ▇▇▇▇ Bank USA, as Initial Lender, and the other Lenders party hereto, as amended by that certain First Amendment to Amended and Restated Credit Agreement dated as of March 27, 2026
(b) Subject to the terms and conditions set forth herein, including, without limitation, the satisfaction of the conditions set forth in Section 4.02, each of Borrowers hereby irrevocably requests, and Initial Revolving Credit Lender severally agrees to make revolving loans advance, the New Loan to Borrowers on the Restatement Closing Date in the amount of $110,000,000.00, with all fees payable under the New Fee Letter, including, without limitation, the New Loan Structuring Fee and the first year of the Administrative Agent Fee referred to in such Fee Letter (each such loan, an “Initial Revolving Credit Loan”) in Dollars or an Alternative Currency to the Borrower which Administrative Agent Fee payable from time to timetime under the New Fee Letter shall be in lieu of any future Administrative Agent Fee otherwise payable under the Existing Fee Letter), as well as any reimbursements to Administrative Agent and Initial Lender due or payable on any Business Day during or about the Initial Availability Period, in an aggregate amount up to, at any time outstanding, Restatement Closing Date being paid to and retained by the parties to whom such Initial Revolving Credit Lender’s Initial Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, the Total Outstandings shall not exceed the Total Revolving Credit Commitments. Within the limits of each Revolving Credit ▇▇▇▇▇▇’s Revolving Credit Commitment, fees and subject to the other terms and conditions hereof, a Borrower may borrow reimbursements are payable.
(c) All amounts borrowed under this Section 2.012.01 and repaid or prepaid may not be reborrowed. Time is of the essence with respect to each and every promise, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Term SOFR Loans, Eurocurrency Rate Loans covenant or RFR Loans, as further provided herein. Each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.03) shall be allocated pro rata among obligation of Borrowers specified in the outstanding Tranches of Revolving Credit Commitments. Revolving Credit Loans denominated in Pounds Sterling shall be RFR LoansLoan Documents.
Appears in 1 contract
The Loans. (a) Subject to the terms and conditions set forth herein,
(i) hereof, each Initial Term Loan Lender Bank severally agrees to make term loans (each such loan, an “Initial Term Loan”) to the Initial Borrower on the Closing Date in Dollars in the aggregate amount of such Term Loan Lender’s Term Loan Commitment,
(ii) each 2020 Incremental Term Loan Lender severally agrees to make 2020 Incremental Term Loans to the Borrower Company, from time to time until the close of business on the 2020 Incremental Amendment Effective Date Termination Date, in Dollars in an such sums as the Company may request; PROVIDED that the aggregate principal amount of up to such 2020 Incremental Term Loan Lender’s 2020 Incremental Term Loan Commitment and
(iii) each 2021 Incremental Term Loan Lender severally agrees to make 2021 Incremental Term all Loans to the Borrower on Company at any one time outstanding hereunder shall not exceed the 2021 Incremental Amendment Funding Date in Dollars in an aggregate Commitment Amount LESS the amount of up to such 2021 Incremental Term Loan Lender’s 2021 Incremental Term Loan Commitmentall then outstanding Loans of the Borrowing Subsidiaries LESS the Overdraft Amount and LESS the Maximum Drawing Amount of outstanding Letters of Credit and all Unpaid Reimbursement Obligations. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Term Such Loans may be Base Rate Loans or Term SOFR Eurocurrency Loans, as further provided herein.
(b) the Company may elect. Subject to the terms and conditions set forth hereinhereof, each Initial Revolving Credit Lender severally agrees the Banks will also make Loans to make revolving loans (each such loanany Borrowing Subsidiary, an “Initial Revolving Credit Loan”) in Dollars or an Alternative Currency to the Borrower from time to timetime until the close of business on the Termination Date, in such sums as such Borrowing Subsidiary may request; PROVIDED that the aggregate principal amount of all Loans to such Borrowing Subsidiary at any one time outstanding hereunder shall not exceed the Commitment Amount LESS the amount of all then outstanding Loans of the Company and all other Borrowing Subsidiaries LESS the Overdraft Amount and LESS the Maximum Drawing Amount of outstanding Letters of Credit and all Unpaid Reimbursement Obligations. Such Loans may be Base Rate Loans or Eurocurrency Loans, as such Borrowing Subsidiary shall elect. Within the above limitations, the Company and the Borrowing Subsidiaries may borrow, prepay pursuant to Section 2.11 and reborrow, from the date of this Agreement until the Termination Date, the full amount of the Commitment Amount or any lesser sum that is, in the case of Base Rate Loans, at least $50,000 and an integral multiple of $10,000 and, in the case of Eurocurrency Loans, at least $500,000 and an integral multiple of $10,000. Any Loan not repaid by the Termination Date shall be due and payable on the Termination Date.
(b) Provided that no Default shall have occurred and be continuing, the Company may convert all or any part (in the case of Base Rate Loans, in a minimum amount of $50,000 and an integral multiple of $10,000 and, in the case of Eurocurrency Loans, in a minimum amount of $500,000 and an integral multiple of $10,000) of any outstanding Loan into a Loan of any other type provided for in this Agreement in the same aggregate principal amount, on any Business Day during the Initial Availability Period(which, in an the case of a conversion of a Eurocurrency Loan, shall be the last day of the Interest Period applicable to such Eurocurrency Loan). The Company shall give the Agent prior notice of each such conversion (which notice shall be effective upon receipt) in accordance with Section 2.3.
(c) For purposes of determining whether the amount of any requested borrowing, when added to the aggregate principal amount up toof all then outstanding Loans, at any time outstanding, such Initial Revolving Credit Lender’s Initial Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowingwould exceed the Commitment Amount, the Total Outstandings shall not exceed the Total Revolving Credit Commitments. Within the limits amount of each Revolving Credit ▇▇▇▇▇▇’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, a Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Term SOFR Loans, outstanding Eurocurrency Rate Loans or RFR Loans, as further provided herein. Each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.03) Loan denominated in an Alternative Currency shall be allocated pro rata among deemed to be the outstanding Tranches Dollar Equivalent of Revolving Credit Commitments. Revolving Credit Loans denominated in Pounds Sterling shall be RFR Loanssuch Loan on the date of the requested borrowing.
Appears in 1 contract
Sources: Secured Revolving Credit Agreement (Picturetel Corp)
The Loans. (a) Subject The Borrowers shall repay to the terms Term Facility Administrative Agent for the ratable account of the 2017 Incremental Refinancing B-1 Term Facility Lenders (A) on the last Business Day of each March, June, September and conditions set forth herein,
(i) each Initial Term Loan Lender severally agrees to make term loans (each such loanDecember commencing the last Business Day of the first full fiscal quarter following the 2017 Incremental Amendment Effective Date, an “Initial aggregate principal amount equal to 0.25% of the aggregate principal amount of all 2017 Incremental Refinancing B-1 Term Loan”) to the Initial Borrower Loans advanced on the Closing Date in Dollars in the aggregate amount of such Term Loan Lender’s Term Loan Commitment,
(ii) each 2020 Incremental Term Loan Lender severally agrees to make 2020 Incremental Term Loans to the Borrower on the 2020 2017 Incremental Amendment Effective Date (which payments shall be reduced as a result of the application of prepayments in Dollars accordance with Section 2.5(a) and Section 2.5(b)(iv), in each case, solely to the extent of any such amounts applied to the prepayment of the 2017 Incremental Refinancing B-1 Term Loans) and (B) on the Maturity Date for the 2017 Incremental Refinancing B-1 Term Loans, the aggregate principal amount of all 2017 Incremental Refinancing B-1 Term Loans outstanding on such date. The Borrower shall repay to the Term Facility Administrative Agent for the ratable account of the 2017 Incremental Refinancing B-2 Term Facility Lenders (A) on the last Business Day of each March, June, September and December commencing the last Business Day of the first full fiscal quarter following the 2017 Incremental Amendment Effective Date, an aggregate principal amount equal to 0.25% of the aggregate principal amount of up all 2017 Incremental Refinancing B-2 Term Loans advanced on the 2017 Incremental Amendment Effective Date (which payments shall be reduced as a result of the application of prepayments in accordance with Section 2.5(a) and Section 2.5(b)(iv), in each case, solely to the extent of any such 2020 amounts applied to the prepayment of the 2017 Incremental Refinancing B-2 Term Loan Lender’s 2020 Loans) and (B) on the Maturity Date for the 2017 Incremental Refinancing B-2 Term Loan Commitment andLoans, the aggregate principal amount of all 2017 Incremental Refinancing B-2 Term Loans outstanding on such date. The Borrowers shall repay to the Term Facility Administrative Agent for the ratable account of the 2017 Incremental Acquisition Term Facility Lenders (A) on the last Business Day of each March, June, September and December commencing the last Business Day of the first full fiscal quarter following the 2017 Incremental Amendment Closing Date, an aggregate principal amount equal to 0.25% of the aggregate principal amount of all 2017 Incremental Acquisition Term Loans advanced on the 2017 Incremental Amendment Closing Date (which payments shall be reduced as a result of the application of prepayments in accordance with Section 2.5(a) and Section 2.5(b)(iv), in each case, solely to the extent of any such amounts applied to the prepayment of the 2017 Incremental Acquisition Term Loans) and (B) on the Maturity Date for the 2017 Incremental Acquisition Term Loans, the aggregate principal amount of all 2017 Incremental Acquisition Term Loans outstanding on such date.”
(iiin) each 2021 Incremental Term Loan Lender severally agrees to make 2021 Incremental Term Loans to Section 2.12 of the Borrower on the 2021 Incremental Amendment Funding Date in Dollars in an aggregate amount of up to Credit Agreement is hereby amended by amending and restating such 2021 Incremental Term Loan Lender’s 2021 Incremental Term Loan Commitment. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Term Loans may be Base Rate Loans or Term SOFR Loans, section as further provided herein.
(b) Subject to the terms and conditions set forth herein, each Initial Revolving Credit Lender severally agrees to make revolving loans (each such loan, an “Initial Revolving Credit Loan”) in Dollars or an Alternative Currency to the Borrower from time to time, on any Business Day during the Initial Availability Period, in an aggregate amount up to, at any time outstanding, such Initial Revolving Credit Lender’s Initial Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, the Total Outstandings shall not exceed the Total Revolving Credit Commitments. Within the limits of each Revolving Credit ▇▇▇▇▇▇’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, a Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Term SOFR Loans, Eurocurrency Rate Loans or RFR Loans, as further provided herein. Each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.03) shall be allocated pro rata among the outstanding Tranches of Revolving Credit Commitments. Revolving Credit Loans denominated in Pounds Sterling shall be RFR Loans.follows:
Appears in 1 contract
Sources: Credit Agreement (Zayo Group LLC)
The Loans. (a) Subject Each Lender having a Term Loan Commitment severally agrees, subject to and on the terms and conditions set forth herein,
(i) each Initial Term Loan Lender severally agrees of this Agreement, to make term loans a loan (each such loaneach, an “Initial a "Term Loan”" and collectively the "Term Loans") to the Initial Borrower on the Closing Date in Dollars in the aggregate principal amount of such Term Loan Lender’s Term Loan Commitment,
(ii) each 2020 Incremental Term Loan Lender severally agrees not to make 2020 Incremental Term Loans to the Borrower on the 2020 Incremental Amendment Effective Date in Dollars in an aggregate amount of up to such 2020 Incremental Term Loan Lender’s 2020 Incremental Term Loan Commitment and
(iii) each 2021 Incremental Term Loan Lender severally agrees to make 2021 Incremental Term Loans to the Borrower on the 2021 Incremental Amendment Funding Date in Dollars in an aggregate amount of up to such 2021 Incremental Term Loan Lender’s 2021 Incremental exceed its Term Loan Commitment. Amounts repaid or prepaid in respect of No Term Loans shall be made at any time after the Closing Date. To the extent repaid, Term Loans may not be reborrowed. Term Loans may be Base Rate Loans or Term SOFR Loans, as further provided herein.
(b) Subject Each Lender having a Revolving Credit Commitment severally agrees, subject to and on the terms and conditions set forth hereinof this Agreement, each Initial Revolving Credit Lender severally agrees to make revolving loans (each such loaneach, an “Initial a "Revolving Credit Loan”" and collectively, the "Revolving Credit Loans") in Dollars or an Alternative Currency to the Borrower Borrower, from time to time, time on any Business Day during the Initial Availability Periodperiod from the date hereof to the Revolving Credit Facility Termination Date, provided that (i) the aggregate principal amount of Revolving Credit Loans at any time outstanding for any Lender shall not exceed the difference between (1) such Lender's Revolving Credit Commitment at such time less (2) such Lender's Pro Rata Share (calculated based on its Revolving Credit Percentage) of the aggregate Letter of Credit Outstandings at such time (exclusive of Reimbursement Obligations that are repaid with the proceeds of, and simultaneously with the incurrence of, Revolving Credit Loans) and (ii) no Borrowing of Revolving Credit Loans shall be made if, immediately after giving effect thereto, the aggregate principal amount of Revolving Credit Loans, Letter of Credit Outstandings (exclusive of Reimbursement Obligations that are repaid with the proceeds of, and simultaneously with, the incurrence of Revolving Credit Loans) and Swingline Loans (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Revolving Credit Loans made pursuant to such Borrowing) outstanding at such time would exceed the lesser of the Total Revolving Credit Commitment or the Revolving Credit Borrowing Availability, and (iii) no advance of any Borrowing of Revolving Credit Loans shall be required if, immediately after giving effect thereto, a Default or Event of Default exists. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Revolving Credit Loans until the Revolving Credit Facility Termination Date.
(c) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans (each, a "Swingline Loan," and collectively, the "Swingline Loans") to the Borrower, from time to time on any Business Day during the period from the Closing Date to but not including the Swingline Maturity Date (or, if earlier, the Revolving Credit Facility Termination Date), in an aggregate principal amount up tonot exceeding the Swingline Commitment, notwithstanding that the aggregate principal amount of Swingline Loans outstanding at any time outstandingtime, such Initial when added to the aggregate principal amount of the Revolving Credit Lender’s Initial Loans made by the Swingline Lender in its capacity as a Lender outstanding at such time and its Letter of Credit Outstandings at such time, may exceed its Revolving Credit CommitmentCommitment at such time; provided, however, that no Borrowing of Swingline Loans shall be made if, immediately after giving effect to any thereto, the sum of the aggregate principal amount of Revolving Credit BorrowingLoans, Letter of Credit Outstandings (exclusive of Reimbursement Obligations that are repaid with the proceeds of, and simultaneously with, the Total Outstandings shall not incurrence of Revolving Credit Loans), and Swingline Loans (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Revolving Credit Loans made pursuant to such Borrowing) outstanding at such time would exceed the lesser of the Total Revolving Credit Commitments. Within Commitment or the limits of each Revolving Credit ▇▇▇▇▇▇’s Revolving Credit Commitment, Borrowing Availability. Subject to and subject to on the other terms and conditions hereofof this Agreement, a the Borrower may borrow under this Section 2.01borrow, prepay under Section 2.05, and reborrow under this Section 2.01. repay (including by means of a Borrowing of Revolving Credit Loans may be Base Rate Loans, Term SOFR Loans, Eurocurrency Rate Loans or RFR Loans, as further provided herein. Each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.03SECTION 2.2(B)) shall be allocated pro rata among the outstanding Tranches of Revolving Credit Commitments. Revolving Credit Loans denominated in Pounds Sterling shall be RFR and reborrow Swingline Loans.
Appears in 1 contract
The Loans. (a) Each Lender having a Revolving Credit Commitment severally agrees, subject to and on the terms and conditions of this Agreement, to make Loans (each, a "Revolving Credit Loan" and collectively, the "Revolving Credit Loans") to the Borrower, from time to time on any Business Day during the period from the date hereof to the Revolving Credit Facility Termination Date, provided that (i) the aggregate principal amount of Revolving Credit Loans at any time outstanding for any Lender shall not exceed the difference between (A) such Lender's Revolving Credit Commitment at such time less (B) such Lender's Pro Rata Share (calculated based on its Revolving Credit Percentage) of the aggregate Letter of Credit Outstandings (exclusive of Reimbursement Obligations that are repaid with the proceeds of, and simultaneously with the incurrence of, Revolving Credit Loans or Swingline Loans) and participation in Swingline Loans at such time and (ii) no Borrowing of Revolving Credit Loans shall be made if, immediately after giving effect thereto, the sum of (W) the aggregate principal amount of Revolving Credit Loans outstanding at such time plus (X) the aggregate Letter of Credit Outstandings (exclusive of Reimbursement Obligations that are repaid with the proceeds of, and simultaneously with the incurrence of, Revolving Credit Loans or Swingline Loans) plus (Y) the aggregate principal amount of Swingline Loans at such time, would exceed the Total Revolving Credit Commitment, and (iii) no Borrowing of Revolving Credit Loans shall be required if, immediately after giving effect thereto, a Default or Event of Default exists. Subject to and on the terms and conditions of this Agreement and for so long as no Default or Event of Default has occurred, the Borrower may borrow, repay and reborrow Revolving Credit Loans until the Revolving Credit Facility Termination Date.
(b) The Loans shall, at the option of the Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans or LIBOR Loans (each such type of Loan, a "Type"), provided that all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type.
(c) Subject to and upon the terms and conditions set forth herein,below, the Swingline Lender agrees at any time and from time to time during the term of the Revolving Credit Facility, to make a loan or loans to the Borrower (each a "Swingline Loan", and collectively, the "Swingline Loans"), which Swingline Loans:
(i) each Initial Term Loan Lender severally agrees to make term loans (each such loanmay be borrowed, an “Initial Term Loan”) to repaid and reborrowed in accordance with the Initial Borrower on provisions hereof and of the Closing Date in Dollars in the aggregate amount of such Term Loan Lender’s Term Loan Commitment,Swingline Note;
(ii) each 2020 Incremental Term Loan Lender severally agrees to make 2020 Incremental Term when combined with the aggregate principal amount of all Revolving Credit Loans made by the Lenders then outstanding and Letter of Credit Outstandings at such time(exclusive of Reimbursement Obligations that are repaid with the proceeds of, and simultaneously with the incurrence of, such Swingline Loans) shall not exceed in aggregate principal amount at any time outstanding, an amount equal to the Borrower on the 2020 Incremental Amendment Effective Date in Dollars in an aggregate amount of up to Total Revolving Credit Commitment at such 2020 Incremental Term Loan Lender’s 2020 Incremental Term Loan Commitment time; and
(iii) each 2021 Incremental Term Loan Lender severally agrees shall not exceed the Maximum Swingline Amount. Except as otherwise provided herein, the Swingline Loans shall be payable one Business Day after demand and shall bear, and the Borrower shall pay, interest from the date of the Swingline Note on the unpaid principal balance thereof outstanding from time to make 2021 Incremental Term Loans time at an interest rate equal to the Borrower on the 2021 Incremental Amendment Funding Date in Dollars in an aggregate amount of up to such 2021 Incremental Term Loan Lender’s 2021 Incremental Term Loan Commitment. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Term Loans may be Adjusted Base Rate Loans or Term SOFR Loans, as further provided herein.
(b) Subject to the terms and conditions set forth herein, each Initial Revolving Credit Lender severally agrees to make revolving loans (each such loan, an “Initial Revolving Credit Loan”) in Dollars or an Alternative Currency to the Borrower effect from time to time. Interest on each outstanding Swingline Loan shall be due and payable (i) quarterly on the last day of each fiscal quarter, in arrears, commencing on December 31, 1996. Anything contained in this Agreement to the contrary notwithstanding, any reduction of the Revolving Loan Commitments made pursuant to Section 2.4 that reduces the aggregate Total Revolving Loan Commitments to an amount less than the then current amount of the Maximum Swingline Amount shall result in an automatic corresponding reduction of the Maximum Swingline Amount to the amount of the Total Revolving Loan Commitments, as so reduced, without any further action on the part of the Swingline Lender. On any Business Day during Day, the Initial Availability PeriodSwingline Lender may, in an aggregate amount up toits sole discretion, at any time outstanding, such Initial give notice to the Lenders that its outstanding Swingline Loans shall be repaid with a Borrowing of Revolving Credit Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of any Event of Default under the Swingline Note or under ARTICLE VII or upon the exercise of any of the remedies provided in ARTICLE VIII), 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 on the basis each Lender’s Initial Revolving Credit Commitment; provided, however, that after 's Pro Rata Share (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to ARTICLE VIII) and the proceeds thereof shall be paid directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Lender hereby irrevocably agrees to make Revolving Credit Loans upon demand, but in any event no later than 2:00 p.m. (Charlotte time) on the next succeeding Business Day after the day such demand is made if demand therefor is made prior to 1:00 p.m. (Charlotte time) and no later than 2:00 p.m. (Charlotte time) on the second succeeding Business Day if demand therefor is made after 1:00 p.m. (Charlotte time), pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the minimum amount of Borrowings otherwise required hereunder, (ii) whether any of the conditions specified in ARTICLES II or III are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing, the Total Outstandings shall not exceed and (v) any reduction in the Total Revolving Credit CommitmentsCommitment after any such Swingline Loans were made. Within In the limits 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 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 Pro Rata Shares (determined before giving effect to any termination of the Revolving Credit ▇▇▇▇▇▇’s Revolving Credit CommitmentCommitments pursuant to ARTICLE VIII); 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, and subject to the other terms extent attributable to the purchased participation, shall be payable to the participant from an after such date and conditions hereof(y) at the time any purchase of participations pursuant to this sentence is actually made, a Borrower may borrow under this Section 2.01the 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 such mandatory purchase was required to be made to but excluding the date of payment for such participation, prepay under Section 2.05, and reborrow under this Section 2.01. at the rate otherwise applicable to Revolving Credit Loans may be maintained as Base Rate Loans, Term SOFR Loans, Eurocurrency Rate Loans or RFR Loans, as further provided hereinhereunder for each thereafter. Each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant The Borrower shall pay to Section 2.03) shall be allocated pro rata among the Swingline Lender one Business Day after demand the amount of such Swingline Loans to the extent amounts received from the Lenders are not sufficient to repay in full the outstanding Tranches Swingline Loans. In addition, the Borrower hereby authorizes the Agent, upon one (1) Business Day's notice to the Borrower, to charge any account maintained by it with the Swingline Lender (up to the amount available therein) in order to immediately pay the Swingline Lender the amount of Revolving Credit Commitments. Revolving Credit such Swingline Loans denominated to the extent amounts received from the Lenders are not sufficient to repay in Pounds Sterling shall be RFR Loans.full the outstanding
Appears in 1 contract
Sources: Credit Agreement (Envoy Corp /Tn/)
The Loans. (a) Subject to the terms and conditions set forth herein,
(i) each Initial Term Loan Lender severally agrees to make term loans (each such loan, an “Initial Term Loan”) to the Initial Borrower on the Closing Date in Dollars in the aggregate amount of such Term Loan Lender’s Term Loan CommitmentCommitment and,
(ii) each 2020 Incremental Term Loan Lender severally agrees to make 2020 Incremental Term Loans to the Initial Borrower on the 2020 Incremental Amendment Effective Date in Dollars in an aggregate amount of up to such 2020 Incremental Term Loan Lender’s 2020 Incremental Term Loan Commitment Commitment. and
(iii) each 2021 Incremental Term Loan Lender severally agrees to make 2021 Incremental Term Loans to the Borrower on the 2021 Incremental Amendment Funding Date in Dollars in an aggregate amount of up to such 2021 Incremental Term Loan Lender’s 2021 Incremental Term Loan Commitment. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Term Loans may be Base Rate Loans or Term SOFR Loans, as further provided herein.
(b) Subject to the terms and conditions set forth herein, each Initial Revolving Credit Lender severally agrees to make revolving loans (each such loan, an “Initial Revolving Credit Loan”) in Dollars or an Alternative Currency to the athe Borrower from time to time, on any Business Day during the Initial Availability Period, in an aggregate amount up to, at any time outstanding, such Initial Revolving Credit Lender’s Initial Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, the Total Outstandings shall not exceed the Total Revolving Credit Commitments. Within the limits of each Revolving Credit ▇▇▇▇▇▇Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, a Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Term SOFR LoansLoans or, Eurocurrency Rate Loans or RFR Loans, as further provided herein. Each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.03) shall be allocated pro rata among the outstanding Tranches of Revolving Credit Commitments. Revolving Credit Loans denominated in Pounds Sterling shall be RFR Loans.
Appears in 1 contract
Sources: Credit Agreement (APi Group Corp)
The Loans. Section 2.01 Commitments.
(a) Subject to the terms and ----------- conditions and relying upon the representations and warranties herein set forth herein,forth:
(i) each Initial Term Revolving A Loan Lender severally agrees to make term loans (each such loan, an “Initial Term Loan”) Revolving A Loans to the Initial Borrower on Borrowers at any time and from time to time from the Closing Effective Date to the Final Maturity Date, or until the earlier reduction of its Revolving A Credit Commitment to zero in Dollars accordance with the terms hereof, in an aggregate principal amount of Revolving A Loans at any time outstanding not to exceed the aggregate amount of such Term Loan Lender’s Term Loan 's Revolving A Credit Commitment,;
(ii) each 2020 Incremental Term Revolving B Loan Lender severally agrees to make 2020 Incremental Term Revolving B Loans to the Borrower on Borrowers at any time and from time to time from the 2020 Incremental Amendment Effective Date to the Final Maturity Date, or until the earlier reduction of its Revolving B Credit Commitment to zero in Dollars accordance with the terms hereof, in an aggregate principal amount of up Revolving B Loans at any time outstanding not to exceed the amount of such 2020 Incremental Term Loan Lender’s 2020 Incremental Term Loan Commitment 's Revolving B Credit Commitment; and
(iii) each 2021 Incremental Term Revolving C Loan Lender severally agrees to make 2021 Incremental Term Revolving C Loans to the Borrower on Borrowers at any time and from time to time from the 2021 Incremental Amendment Funding Effective Date to the Final Maturity Date, or until the earlier reduction of its Revolving C Credit Commitment to zero in Dollars accordance with the terms hereof, in an aggregate principal amount of up Revolving C Loans at any time outstanding not to exceed the amount of such 2021 Incremental Term Loan Lender’s 2021 Incremental Term Loan 's Revolving C Credit Commitment. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Term Loans may be Base Rate Loans or Term SOFR Loans, as further provided herein.
(b) Subject to Notwithstanding the terms and conditions set forth herein, each Initial foregoing,
(i) the aggregate principal amount of Revolving Credit Lender severally agrees to make revolving loans (each such loan, an “Initial Revolving Credit Loan”) in Dollars or an Alternative Currency to the Borrower from time to time, on any Business Day during the Initial Availability Period, in an aggregate amount up to, A Loans outstanding at any time outstanding, such Initial Revolving Credit Lender’s Initial Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, the Borrowers shall not exceed the difference between (A) the lesser of (x) the Total Outstandings Revolving A Credit Commitment and (y) the then current Borrowing Base and (B) the aggregate Letter of Credit Obligations;
(ii) the aggregate principal amount of Revolving B Loans outstanding at any time to the Borrowers shall not exceed the Total Revolving B Credit Commitments. Within Commitment;
(iii) the limits aggregate principal amount of Revolving C Loans outstanding at any time to the Borrowers shall not exceed the Total Revolving C Credit Commitment;
(A) the Revolving A Loans and the Revolving B Loans shall be available only at such times as the Total Revolving C Credit Commitment is fully utilized and (B) the Revolving A Loans shall be available only at such times as each of the Total Revolving B Credit ▇▇▇▇▇▇’s Commitment and the Total Revolving C Credit Commitment is fully utilized;
(v) each of the Revolving A Credit Commitment, the Revolving B Credit Commitment and the Revolving C Credit Commitment shall automatically and permanently be reduced to zero on the Final Maturity Date; and
(vi) within the foregoing limits, the Borrowers may borrow, repay and reborrow Revolving Loans, on or after the Effective Date and prior to the Final Maturity Date, subject to the other terms terms, provisions and conditions hereoflimitations set forth herein.
(c) The Lenders shall have no obligation to make any Revolving Loans if, a Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. either immediately before or after giving effect to such Revolving Credit Loans may be Base Rate Loans, Term SOFR Loansthe aggregate amount of the Revolving Loans plus the Letter of Credit Obligations exceeds or will exceed either (i) the amount of Indebtedness permitted to be incurred under clauses (i) and (xvi) of the second paragraph of Sections 4.09 of the 2009 Note Indenture or (ii) an amount equal to the amount of Indebtedness secured by the Collateral (giving effect to the terms of the Loan Documents) the incurrence of which would cause the granting of an equal and ratable Lien in favor of the 2009 Note Trustee for the benefit of the 2009 Note Holders, Eurocurrency Rate Loans or RFR Loans, the 1997 Trustee for the benefit of the holders of the 1997 Debentures and/or with any agent under the Euro Indenture for the benefit of the holders of the Euro Notes (the amount of any such excess over the lesser of clauses (i) and (ii) is hereafter referred to as further provided hereinthe "Indenture Deficit"). Each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.03) shall be allocated pro rata among the outstanding Tranches of Revolving Credit Commitments. Revolving Credit Loans denominated in Pounds Sterling shall be RFR Loans.-----------------
Appears in 1 contract
Sources: Financing Agreement (Solutia Inc)
The Loans. (a) Subject to the terms and conditions set forth herein,
(i) each The Initial Term Loan Lender severally agrees to make term loans (each such loan, an “Initial Term Loan”) to the Initial Borrower on the Closing Date in Dollars in the aggregate amount of such Term Loan Lender’s Term Loan Commitment,
(ii) each 2020 Incremental Term Loan Lender severally agrees to make 2020 Incremental Term Loans to the Borrower on the 2020 Incremental Amendment Effective Date in Dollars in an aggregate amount of up to such 2020 Incremental Term Loan Lender’s 2020 Incremental Term Loan Commitment and
(iii) each 2021 Incremental Term Loan Lender severally agrees to make 2021 Incremental Term Loans to the Borrower on the 2021 Incremental Amendment Funding Date in Dollars in an aggregate amount of up to such 2021 Incremental Term Loan Lender’s 2021 Incremental Term Loan CommitmentBorrowings. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Term Loans may be Base Rate Loans or Term SOFR Loans, as further provided herein.
(b) Subject to the terms and conditions set forth herein, each Initial Term Lender severally agrees to make an Initial Term Loan denominated in Dollars to the Borrower on the Closing Date in a principal amount not exceeding its Initial Term Commitment. The Borrowing of the Initial Term Loans shall be made from the several Initial Term Lenders ratably in proportion to their respective Initial Term Commitments. The Initial Term Commitments are not revolving in nature, and amounts repaid or prepaid prior to the Maturity Date of the Initial Term Loans may not be reborrowed.
(b) The Revolving Credit Borrowings. Subject to the terms and conditions set forth herein each Revolving Lender severally agrees to make revolving loans denominated in Dollars to the Borrower from its applicable Lending Office (each such loan, an a “Initial Revolving Credit Loan”) in Dollars or an Alternative Currency to the Borrower from time to timetime as elected by the Borrower pursuant to Section 2.02, on any Business Day during the Initial Availability Periodperiod from the Closing Date until the Maturity Date with respect to such Revolving Lender’s applicable Revolving Commitment, in an aggregate principal amount up to, at any time outstanding, which will not result in such Initial Revolving Credit Lender’s Initial Revolving Credit Facility Exposure exceeding such Lender’s Revolving Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, the Total Outstandings shall not exceed the Total Revolving Credit Commitments. Within the limits of each Revolving Credit ▇▇▇▇▇▇Lender’s Revolving Credit CommitmentCommitments, and subject to the other terms and conditions hereof, a the Borrower may borrow under this Section 2.012.01(b), prepay under Section 2.052.09, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Term SOFR Loans, Eurocurrency Rate Loans or RFR Loans, as further provided herein. Each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.03) shall be allocated pro rata among the outstanding Tranches of Revolving Credit Commitments. Revolving Credit Loans denominated in Pounds Sterling shall be RFR Loans2.01(b).
Appears in 1 contract
Sources: Credit Agreement (Teladoc, Inc.)
The Loans. (a) The Restatement Effective Date Term Loan Borrowings. Subject to the terms and conditions set forth herein,:
(i) each Initial Each Converting Term Loan Lender severally agrees that its Converting Term Loans are hereby converted to a like principal amount of Restatement Effective Date Term Loans on the Restatement Effective Date. All accrued and unpaid interest on the Converting Term Loans to, but not including, the Restatement Effective Date shall be payable on the Restatement Effective Date, but no amounts under Section 3.05 shall be payable in connection with such conversion
(ii) Each Term Lender (other than the Converting Term Lenders) severally agrees to make term loans (each such loan, an “Initial Restatement Effective Date Term Loan”) to the Initial Borrower on the Closing Date Loans denominated in Dollars in the aggregate amount of such Term Loan Lender’s Term Loan Commitment,
(ii) each 2020 Incremental Term Loan Lender severally agrees to make 2020 Incremental Term Loans to the Borrower on the 2020 Incremental Amendment Restatement Effective Date in Dollars in an aggregate amount not to exceed the amount of up to such 2020 Incremental Term Loan Lender’s 2020 Incremental Restatement Effective Date Term Loan Commitment andCommitment. The Borrower shall prepay the aggregate principal amount of the Non-Converting Term Loans with a portion of the aggregate gross proceeds of such Restatement Effective Date Term Loans, concurrently with the receipt thereof. All accrued and unpaid interest on the Non-Converting Term Loans to, but not including, the Restatement Effective Date shall be payable on the Restatement Effective Date, and the Borrower will make any payments required under Section 3.05 with respect to the Non-Converting Term Loans in accordance therewith.
(iii) each 2021 Incremental Term Loan Lender severally agrees to make 2021 Incremental Term Loans to the Borrower on the 2021 Incremental Amendment Funding Date in Dollars in an aggregate amount of up to such 2021 Incremental Term Loan Lender’s 2021 Incremental Term Loan Commitment. Amounts borrowed under this Section 2.01(a) and repaid or prepaid in respect of Term Loans may not be reborrowed. Restatement Effective Date Term Loans may be Base Rate Loans or Term SOFR Eurocurrency Rate Loans, as further provided herein.
(b) The Revolving Credit Borrowings. Subject to the terms and conditions set forth herein, herein each Initial Revolving Credit Lender severally agrees to make revolving credit loans denominated in Dollars to the Borrower from its applicable Lending Office (each such loan, an a “Initial Revolving Credit Loan”) in Dollars or an Alternative Currency to the Borrower from time to timetime as elected by the Borrower pursuant to Section 2.02, on any Business Day during until the Initial Availability PeriodMaturity Date with respect to such Revolving Credit Lender’s applicable Revolving Credit Commitment, in an aggregate amount up to, Principal Amount not to exceed at any time outstanding, outstanding the amount of such Initial Lender’s Revolving Credit Lender’s Initial Revolving Credit CommitmentCommitment at such time; provided, however, provided that after giving effect to any Revolving Credit Borrowing, the Total Outstandings aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of all Swing Line Loans shall not exceed the Total such Lender’s Revolving Credit CommitmentsCommitment. Within the limits of each Revolving Credit ▇▇▇▇▇▇Lender’s Revolving Credit CommitmentCommitments, and subject to the other terms and conditions hereof, a the Borrower may borrow under this Section 2.012.01(b), prepay under Section 2.05, and reborrow under this Section 2.012.01(b). Revolving Credit Loans may be Base Rate Loans, Term SOFR Loans, Loans or Eurocurrency Rate Loans or RFR Loans, as further provided herein. Each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.03) shall be allocated pro rata among the outstanding Tranches of Revolving Credit Commitments. Revolving Credit Loans denominated in Pounds Sterling shall be RFR Loans.
Appears in 1 contract
The Loans. (a) The Initial Term Loan Borrowings. Subject to the terms and conditions andconditions set forth herein,
(i) , each Initial Term Loan Lender severally agrees to make term loans (each such loan, an “Initial Term Loan”) to the Initial Borrower on the Closing Date in Dollars in the aggregate amount of such Term Loan Lender’s Term Loan Commitment,
(ii) each 2020 Incremental Term Loan Lender severally agrees to make 2020 Incremental Term Loans to the Borrower on the 2020 Incremental Amendment Effective Date ClosingDate loans denominated in Dollars in an aggregate principal amount not to exceed the amount of up to such 2020 Incremental Term Loan suchTerm Lender’s 2020 Incremental Term Loan Commitment and
(iii) each 2021 Incremental Term Loan Lender severally agrees to make 2021 Incremental Term Loans to the Borrower on the 2021 Incremental Amendment Funding Date in Dollars in an aggregate amount of up to such 2021 Incremental Term Loan Lender’s 2021 Incremental Term Loan Commitment. Amounts borrowed under this Section 2.01(a) and repaid or prepaid in respect of Term Loans may prepaidmay not be reborrowed. Initial Term Loans may be Base Rate Loans or Term SOFR Eurocurrency Rate Loans, as further asfurther provided herein.
(b) Subject to The Revolving Credit Borrowings.
(i) On the Amendment No. 5 Effective Date, inaccordance with, and upon the terms and conditions set forth hereinin, Amendment No. 5, (x) the ExistingRevolving Credit Commitment and any Existing Revolving Credit Loans of each Non-ExtendedRevolving Credit Lender outstanding on such date shall continue hereunder and be reclassified as a Non-Extended Revolving Credit Commitment and Non- Extended Revolving Credit Loans, respectively, onsuch date and (y) the Existing Revolving Credit Commitment and any Existing Revolving Credit Loansof each Extended Revolving Credit Lender outstanding on such date shall continue hereunder and bereclassified as an Extended Revolving Credit Commitment and Extended Revolving Credit Loans,respectively, on such date.(b) (ii) The 2025 Incremental Revolving Credit Borrowings. Subject to the terms andconditions set forth herein (A), each Initial Non-Extended2025 Incremental Revolving Credit Lender severallyagrees to make revolving credit loans denominated in an Approved Currency to the Borrower from itsapplicable Lending Office (each such loan, a “Non-Extended Revolving Credit Loan”) from time totime as elected by the Borrower pursuant to Section 2.02, on any Business Day after the Closing Dateuntil the Maturity Date with respect to such Non-Extended Revolving Credit Lenders’ applicable Non-Extended Revolving Credit Commitment, in an aggregate Principal Amount not to exceed at any timeoutstanding the amount of such ▇▇▇▇▇▇’s Non-Extended Revolving Credit Commitment and (B) eachExtended Revolving Credit Lender severally agrees to make revolving credit loans denominated in anApproved Currency to the Borrower from its applicable Lending Office (each such loan, an “Initial an“Extended2025 Incremental Revolving Credit Loan”) in Dollars or an Alternative Currency to the Borrower from time to timetime as elected by the Borrowerpursuant to Section 2.02, on any Business Day during the Initial Availability Periodperiod from the ClosingAmendment No. 12Effective Date until the Maturity Date with respect to such Extended2025 Incremental Revolving CreditLender’s applicable Extended2025 Incremental Revolving Credit Commitment, in an aggregate amount up to, PrincipalAmount not to exceed at any time outstanding, outstanding the amount of such Initial Revolving Credit Lender’s Initial Revolving Extended2025 IncrementalRevolving Credit CommitmentCommitment at such time; provided, howeverin each case, that that, after giving effect to any Revolving anyRevolving Credit Borrowing, the Total Outstandings shall not exceed aggregate Outstanding Amount of the Total Revolving Credit Commitments. Within the limits of each Revolving Credit ▇▇▇▇▇▇’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, a Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loansof anyLender, Term SOFR Loansplus such Lender’s Pro Rata Share or other applicable share provided for under this Agreement ofthe Outstanding Amount of all L/C Obligations, Eurocurrency Rate plus such Lender’s Pro Rata Share or other applicableshare provided for under this Agreement of the Outstanding Amount of all Swing Line Loans or RFR Loans, as further provided herein. Each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.03) shall be allocated pro rata among the outstanding Tranches of Revolving Credit Commitments. Revolving Credit Loans denominated in Pounds Sterling shall be RFR Loans.not90
Appears in 1 contract
The Loans. (a) Subject to the terms and conditions set forth herein,
(i) , on the Effective Date, each Initial Term Loan Lender severally agrees agreed to make continue certain term loans (each such loan, an the “Initial Term LoanLoans”) to the Initial Borrower on the Closing Date in Dollars in the aggregate amount of such Term Loan Lender’s Term Loan Commitment,
(ii) each 2020 Incremental Term Loan Lender severally agrees to make 2020 Incremental Term Loans to the Borrower on the 2020 Incremental Amendment Effective Date in Dollars in an aggregate principal amount of up not to exceed at any time outstanding the amount set forth opposite such 2020 Incremental Term Loan Lender’s 2020 Incremental Term Loan Commitment and
name in Schedule 2.01(a) (iii) each 2021 Incremental Term Loan Lender severally agrees such amount being referred to make 2021 Incremental Term Loans to the Borrower on the 2021 Incremental Amendment Funding Date in Dollars in an aggregate amount of up to herein as such 2021 Incremental Term Loan Lender’s 2021 Incremental Term Loan “Initial Commitment”). Amounts repaid or prepaid in respect For the avoidance of Term Loans may not be reborrowed. Term Loans may be Base Rate Loans or Term SOFR Loansdoubt, as further provided hereinof the Fifteenth Amendment Effective Date, the Initial Commitment of each Lender shall be $0.
(b) Subject to the terms and conditions set forth hereinherein and in the Second Amendment, on the Second Amendment Effective Date, each Initial Revolving Credit Lender severally agrees to make revolving loans (each such loan, an “Initial Revolving Credit Loan”) in Dollars or an Alternative Currency to the Borrower from time to time, on any Business Day during the Initial Availability Period, 2021 Term Loans in an aggregate principal amount up to, at any time outstanding, equal to its 2021 Term Loan Commitment as set forth opposite such Initial Revolving Credit Lender’s Initial Revolving Credit Commitment; providedname in Schedule 2.01(a). For the avoidance of doubt, however, that after giving effect to any Revolving Credit Borrowingas of the Fifteenth Amendment Effective Date, the Total Outstandings shall not exceed the Total Revolving Credit Commitments. Within the limits 2021 Term Loan Commitment of each Revolving Credit ▇▇▇▇▇▇’s Revolving Credit Commitment, and subject Lender shall be $0.
(c) Subject to the other terms and conditions hereofset forth herein and in the Third Amendment, a Borrower may borrow on the Third Amendment Effective Date, each Lender agrees to make 2021 Additional Term Loans in an aggregate principal amount equal to its 2021 Additional Term Loan Commitment as set forth opposite such Lender’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Fifteenth Amendment Effective Date, the 2021 Additional Term Loan Commitment of each Lender shall be $0.
(d) Subject to the terms and conditions set forth herein and in the Fourth Amendment, on the Fourth Amendment Effective Date, each Lender agrees to make 2021 New Term Loans in an aggregate principal amount equal to its 2021 New Term Loan Commitment as set forth opposite such Lender’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Fifteenth Amendment Effective Date, the 2021 New Term Loan Commitment of each Lender shall be $0.
(e) Subject to the terms and conditions set forth herein and in the Fifth Amendment, on the Fifth Amendment Effective Date, each Lender agrees to make 2021 October New Term Loans in an aggregate principal amount equal to its 2021 October New Term Loan Commitment as set forth opposite such Lender’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Fifteenth Amendment Effective Date, the 2021 October New Term Loan Commitment of each Lender shall be $0.
(f) Subject to the terms and conditions set forth herein and in the Sixth Amendment, on the Sixth Amendment Effective Date, each Lender agrees to make Sixth Amendment Term Loans in an aggregate principal amount equal to its Sixth Amendment Term Loan Commitment as set forth opposite such Lender’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Fifteenth Amendment Effective Date, the Sixth Amendment Term Loan Commitment of each Lender shall be $0.
(g) Subject to the terms and conditions set forth herein and in the Seventh Amendment, on the Seventh Amendment Effective Date, each Lender agrees to make Seventh Amendment Term Loans in an aggregate principal amount equal to its Seventh Amendment Term Loan Commitment as set forth opposite such Lender’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Fifteenth Amendment Effective Date, the Seventh Amendment Term Loan Commitment of each Lender shall be $0.
(h) Subject to the terms and conditions set forth herein and in the Eighth Amendment, on the Eighth Amendment Effective Date, each Lender agrees to make Eighth Amendment Term Loans in an aggregate principal amount equal to its Eighth Amendment Term Loan Commitment as set forth opposite such Lender’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Fifteenth Amendment Effective Date, the Eighth Amendment Term Loan Commitment of each Lender shall be $0.
(i) Subject to the terms and conditions set forth herein and in the Ninth Amendment, on the Ninth Amendment Effective Date, each Lender agrees to make Ninth Amendment Term Loans in an aggregate principal amount equal to its Ninth Amendment Term Loan Commitment as set forth opposite such Lender’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Fifteenth Amendment Effective Date, the Ninth Amendment Term Loan Commitment of each Lender shall be $0.
(j) Subject to the terms and conditions set forth herein and in the Tenth Amendment, on the Tenth Amendment Effective Date, each Lender agrees to make Tenth Amendment Term Loans in an aggregate principal amount equal to its Tenth Amendment Term Loan Commitment as set forth opposite such Lender’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Fifteenth Amendment Effective Date, the Tenth Amendment Term Loan Commitment of each Lender shall be $0.
(k) Subject to the terms and conditions set forth herein and in the Eleventh Amendment, on the Eleventh Amendment Effective Date, each Lender agrees to make Eleventh Amendment Term Loans in an aggregate principal amount equal to its Eleventh Amendment Term Loan Commitment as set forth opposite such Lender’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Fifteenth Amendment Effective Date, the Eleventh Amendment Term Loan Commitment of each Lender shall be $0.
(l) Subject to the terms and conditions set forth herein and in the Twelfth Amendment, on the Twelfth Amendment Effective Date, each Lender agrees to make Twelfth Amendment Term Loans in an aggregate principal amount equal to its Twelfth Amendment Term Loan Commitment as set forth opposite such Lender’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Fifteenth Amendment Effective Date, the Twelfth Amendment Term Loan Commitment of each Lender shall be $0.
(m) Subject to the terms and conditions set forth herein and in the Thirteenth Amendment, on the Thirteenth Amendment Effective Date, each Lender agrees to make Thirteenth Amendment Term Loans in an aggregate principal amount equal to its Thirteenth Amendment Term Loan Commitment as set forth opposite such Lender’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Fifteenth Amendment Effective Date, the Thirteenth Amendment Term Loan Commitment of each Lender shall be $0.
(n) Subject to the terms and conditions set forth herein and in the Fourteenth Amendment, on the Fourteenth Amendment Effective Date, each Lender agrees to make Fourteenth Amendment Term Loans in an aggregate principal amount equal to its Fourteenth Amendment Term Loan Commitment as set forth opposite such Lender’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Fifteenth Amendment Effective Date, the Fourteenth Amendment Term Loan Commitment of each Lender shall be $0.
(o) Subject to the terms and conditions set forth herein and in the Fifteenth Amendment, on the Fifteenth Amendment Effective Date, each Lender agrees to make Fifteenth Amendment Term Loans in an aggregate principal amount equal to its Fifteenth Amendment Term Loan Commitment as set forth opposite such Lender’s name in Schedule 2.01(a).
(p) Amounts borrowed under this Section 2.012.01 and repaid or prepaid may not be re-borrowed.
(q) All the outstanding principal amount of (i) the Last Out Loans, prepay under Section 2.05together with all accrued and unpaid interest thereon, and reborrow under this Section 2.01. Revolving Credit any fees and other amounts payable hereunder, shall be due and payable on the earlier of (x) the Last Out Maturity Date and (y) the date of the acceleration of the Loans may be Base Rate Loans, Term SOFR Loans, Eurocurrency Rate Loans or RFR Loans, as further provided herein. Each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.038.02.
(r) All the outstanding principal amount of the First Out Loans, together with all accrued and unpaid interest thereon, and any fees and other amounts payable hereunder, shall be allocated pro rata among due and payable on the outstanding Tranches earlier of Revolving Credit Commitments. Revolving Credit (x) the First Out Maturity Date and (y) the date of the acceleration of the Loans denominated in Pounds Sterling shall be RFR Loanspursuant to Section 8.02.
Appears in 1 contract
Sources: Senior Secured Credit Agreement (Bright Mountain Media, Inc.)
The Loans. (a) Subject to the terms and conditions set forth herein,
(i) , each Initial Term Loan Lender severally agrees to make term loans (each such loan, an “Initial Term Loan”) to the Initial Borrower on the Closing Date in Dollars in the aggregate amount of such Term Loan Lender’s Term Loan Commitment,
(ii) each 2020 Incremental Term Loan Lender severally agrees to make 2020 Incremental Term Loans to the Borrower on the 2020 Incremental Amendment Effective Date in Dollars in an aggregate amount of up to such 2020 Incremental Term Loan Lender’s 2020 Incremental Term Loan Commitment and
(iii) each 2021 Incremental Term Loan Lender severally agrees to make 2021 Incremental Term Loans to the Borrower on the 2021 Incremental Amendment Funding Date in Dollars in an aggregate amount of up to such 2021 Incremental Term Loan Lender’s 2021 Incremental Term Loan Commitment. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Term Loans may be Base Rate Loans or Term SOFR Loans, as further provided herein.
(b) Subject to the terms and conditions set forth herein, each Initial Revolving Credit Lender severally agrees to make revolving loans (each such loan, an “Initial Revolving Credit Loan”) in Dollars or an Alternative Currency to the Borrower Borrowers from time to time, on any Business Day during the Initial Availability Period, in an aggregate amount up to, at any time outstanding, such Initial Revolving Credit Lender’s Initial Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, the Total Outstandings shall not exceed the Total Revolving Credit Commitments. Within the limits of each Revolving Credit ▇▇▇▇▇▇’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, a Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Loans or Term SOFR Loans, Eurocurrency Rate Loans or RFR Loans, as further provided herein. Each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.03) shall be allocated pro rata among the outstanding Tranches of Revolving Credit Commitments.
(c) Subject to the terms and conditions set forth in Amendment No. Revolving Credit Loans denominated in Pounds Sterling shall be RFR Loans.1, each Amendment No. 1 Term Loan Lender and Amendment No. 1 Additional Term Loan Lender severally agrees to make term loans (each such loan, an “Amendment No. 1
Appears in 1 contract
The Loans. (a) Subject to the terms and conditions set forth herein,The Initial Term Loans; 2021 Additional Term Loans
(i) each Initial Term Loan Lender severally agrees to make term loans (each such loan, an “Initial Term Loan”) to the Initial Borrower on the Closing Date in Dollars in the aggregate amount of such Term Loan Lender’s Term Loan Commitment,
(ii) each 2020 Incremental Term Loan Lender severally agrees to make 2020 Incremental Term Loans to the Borrower on the 2020 Incremental Amendment Effective Date in Dollars in an aggregate amount of up to such 2020 Incremental Term Loan Lender’s 2020 Incremental Term Loan Commitment and
(iii) each 2021 Incremental Term Loan Lender severally agrees to make 2021 Incremental Term Loans to the Borrower on the 2021 Incremental Amendment Funding Date in Dollars in an aggregate amount of up to such 2021 Incremental Term Loan Lender’s 2021 Incremental Term Loan Commitment. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Term Loans may be Base Rate Loans or Term SOFR Loans, as further provided herein.
(b) Subject to the terms and conditions set forth herein, each Initial Revolving Credit Term Lender made to the SPV Borrower the Initial Term Loans denominated in Dollars, on the Closing Date in an aggregate amount not to exceed for any such Initial Term Lender, the Initial Term Commitment of such Initial Term Lender as of the date of such Borrowing (immediately prior to giving effect thereto).
(ii) Subject to the terms and conditions set forth under the 2021 Additional Facility Joinder Agreement, each 2021 Additional Term Lender severally agrees to make revolving loans (each such loan, an “Initial Revolving Credit Loan”) in Dollars or an Alternative Currency to the SPV Borrower from time to timethe 2021 Additional Term Loans denominated in Dollars, on any Business Day during the Initial 2021 Additional Term Availability Period, in an aggregate amount up tonot to exceed (1) for any such 2021 Additional Term Lender, at any time outstanding, the 2021 Additional Term Commitment of such Initial Revolving Credit Lender’s Initial Revolving Credit Commitment; provided, however, that after 2021 Additional Term Lender as of the date of such Borrowing (immediately prior to giving effect to any Revolving Credit Borrowingthereto) and (2) in the aggregate, the Total Outstandings shall not exceed 2021 Additional Term Commitment as of the date of such Borrowing (immediately prior to giving effect thereto), each such 2021 Additional Term Loan to be funded by each such 2021 Additional Term Lender on a pro rata basis, in accordance with the percentage of the Total Revolving Credit Commitments2021 Additional Term Commitment represented by its 2021 Additional Term Commitment. Within the limits of each Revolving Credit ▇▇▇▇▇▇’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, a Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit The 2021 Additional Term Loans may be Base Rate Loans, Term SOFR Loans, Eurocurrency Rate Loans or RFR SOFR Loans, as further provided herein. Each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.03) The 2021 Additional Term Loans shall have the same terms and shall be allocated pro rata among the outstanding Tranches of Revolving Credit Commitmentstreated as a single Class for all purposes. Revolving Credit 2021 Additional Term Loans denominated in Pounds Sterling shall borrowed, exchanged, renewed, replaced or refinanced under this Section 2.01(a) and repaid or prepaid may not be RFR Loansreborrowed.
Appears in 1 contract
The Loans. (a) Subject The aggregate principal amount of all Loans (as defined in the Original Credit Agreement) made pursuant to the Original Credit Agreement and outstanding on the Amendment Effective Date (collectively, the "Existing Loans") is $45,000,000. On the Amendment Effective Date, and after giving effect to the concurrent assignment and purchase of a portion of the Existing Loans among the Lenders in accordance with SECTION 2.17, the aggregate outstanding principal amount of all Existing Loans shall automatically be converted to an equivalent principal amount of Revolving Credit Loans hereunder, made by the Lenders ratably in accordance with their respective Commitments, and for all purposes of this Agreement shall be deemed to be Loans hereunder and entitled to the benefits of (and subject to the terms of) this Agreement and conditions set forth herein,
(i) each Initial Term the other Loan Lender severally agrees to make term loans (each Documents. All such loanLoans hereunder shall be of the same Type, an “Initial Term Loan”) to and shall have the Initial Borrower on the Closing Date in Dollars in the aggregate amount of such Term Loan Lender’s Term Loan Commitment,
(ii) each 2020 Incremental Term Loan Lender severally agrees to make 2020 Incremental Term Loans to the Borrower on the 2020 Incremental Amendment Effective Date in Dollars in an aggregate amount of up to such 2020 Incremental Term Loan Lender’s 2020 Incremental Term Loan Commitment and
(iii) each 2021 Incremental Term Loan Lender severally agrees to make 2021 Incremental Term Loans to the Borrower on the 2021 Incremental Amendment Funding Date in Dollars in an aggregate amount of up to such 2021 Incremental Term Loan Lender’s 2021 Incremental Term Loan Commitment. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Term Loans may be Base Rate Loans or Term SOFR Loanssame Interest Period, as further provided hereinthe corresponding Existing Loans.
(b) Subject Each Lender having a Revolving Credit Commitment severally agrees, subject to and on the terms and conditions set forth hereinof this Agreement, each Initial Revolving Credit Lender severally agrees to make revolving loans (each such loaneach, an “Initial a "Revolving Credit Loan”" and collectively, the "Revolving Credit Loans") in Dollars or an Alternative Currency to the Borrower Borrower, from time to time, time on any Business Day during the Initial Availability Periodperiod from the date hereof to the Revolving Credit Facility Termination Date, provided that (i) the aggregate principal amount of Revolving Credit Loans at any time outstanding for any Lender shall not exceed the difference between (1) such Lender's Revolving Credit Commitment at such time less (2) such Lender's Pro Rata Share (calculated based on its Revolving Credit Percentage) of the aggregate Letter of Credit Outstandings at such time (exclusive of Reimbursement Obligations that are repaid with the proceeds of, and simultaneously with the incurrence of, Revolving Credit Loans) and (ii) no Borrowing of Revolving Credit Loans shall be made if, immediately after giving effect thereto, the aggregate principal amount of Revolving Credit Loans, Letter of Credit Outstandings (exclusive of Reimbursement Obligations that are repaid with the proceeds of, and simultaneously with, the incurrence of Revolving Credit Loans) and Swingline Loans (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Revolving Credit Loans made pursuant to such Borrowing) outstanding at such time would exceed the Total Revolving Credit Commitment, and (iii) no advance of any Borrowing of Revolving Credit Loans shall be required if, immediately after giving effect thereto, a Default or Event of Default exists. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Revolving Credit Loans until the Revolving Credit Facility Termination Date.
(c) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans (each, a "Swingline Loan," and collectively, the "Swingline Loans") to the Borrower, from time to time on any Business Day during the period from the Amendment Effective Date to but not including the Swingline Maturity Date (or, if earlier, the Revolving Credit Facility Termination Date), in an aggregate principal amount up tonot exceeding the Swingline Commitment, notwithstanding that the aggregate principal amount of Swingline Loans outstanding at any time outstandingtime, such Initial when added to the aggregate principal amount of the Revolving Credit Lender’s Initial Loans made by the Swingline Lender in its capacity as a Lender outstanding at such time and its Letter of Credit Outstandings at such time, may exceed its Revolving Credit CommitmentCommitment at such time; provided, however, that no Borrowing of Swingline Loans shall be made if, immediately after giving effect to any thereto, the sum of the aggregate principal amount of Revolving Credit BorrowingLoans, Letter of Credit Outstandings (exclusive of Reimbursement Obligations that are repaid with the proceeds of, and simultaneously with, the Total Outstandings shall not incurrence of Revolving Credit Loans), and Swingline Loans (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Revolving Credit Loans made pursuant to such Borrowing) outstanding at such time would exceed the Total Revolving Credit CommitmentsCommitment. Within Subject to and on the limits of each Revolving Credit ▇▇▇▇▇▇’s Revolving Credit Commitment, and subject to the other terms and conditions hereofof this Agreement, a the Borrower may borrow under this Section 2.01borrow, prepay under Section 2.05, and reborrow under this Section 2.01. repay (including by means of a Borrowing of Revolving Credit Loans may be Base Rate Loans, Term SOFR Loans, Eurocurrency Rate Loans or RFR Loans, as further provided herein. Each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.03SECTION 2.2(B)) shall be allocated pro rata among the outstanding Tranches of Revolving Credit Commitments. Revolving Credit Loans denominated in Pounds Sterling shall be RFR and reborrow Swingline Loans.
Appears in 1 contract
The Loans. (a) Subject to the terms and conditions set forth herein,
(i) each The Initial Term Loan Borrowings. On the Closing Date, each Term Lender severally that has an Initial Term Commitment agrees to make term loans (each to the Borrowers a single loan denominated in Dollars in a principal amount equal to such loan, an “Term Lender’s Initial Term Loan”) to the Initial Borrower Commitment on the Closing Date in Dollars in the aggregate amount of such Term Loan Lender’s Term Loan Commitment,
(ii) each 2020 Incremental Term Loan Lender severally agrees to make 2020 Incremental Term Loans to the Borrower on the 2020 Incremental Amendment Effective Date in Dollars in an aggregate amount of up to such 2020 Incremental Term Loan Lender’s 2020 Incremental Term Loan Commitment and
(iii) each 2021 Incremental Term Loan Lender severally agrees to make 2021 Incremental Term Loans to the Borrower on the 2021 Incremental Amendment Funding Date in Dollars in an aggregate amount of up to such 2021 Incremental Term Loan Lender’s 2021 Incremental Term Loan CommitmentDate. Amounts borrowed under this Section 2.01(a) and repaid or prepaid in respect of Term Loans may not be reborrowed. The Initial Term Loans may be Base Rate Loans or Term SOFR Loans, as further provided herein.
(b) The Revolving Credit Borrowings. Subject to the terms and conditions set forth herein, each Initial Revolving Credit Lender severally agrees to make revolving (or cause its Applicable Lending Office to make) loans denominated in Dollars (each such loan, an a “Initial Revolving Credit Loan”) in Dollars or an Alternative Currency to the Borrower from time to time, on any Business Day during on or after the Closing Date until the Maturity Date with respect to the Revolving Credit Facility (provided that each Revolving Credit Lender agrees to make the Initial Availability PeriodRevolving Borrowing, at the request of the Borrowers, on the Closing Date), in an aggregate principal amount up to, not to exceed at any time outstanding, outstanding the amount of such Initial Revolving Credit Lender▇▇▇▇▇▇’s Initial Revolving Credit Commitment; provided, however, provided that after giving effect to any such Revolving Credit Borrowing, the Total Outstandings aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such ▇▇▇▇▇▇’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed the Total such Lender’s Revolving Credit CommitmentsCommitment. Within the limits of each Revolving Credit ▇▇▇▇▇▇Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, a Borrower the Borrowers may borrow under this Section 2.012.01(b), prepay under Section 2.05, and reborrow under this Section 2.012.01(b). Revolving Credit Loans may be Base Rate Loans, Loans or Term SOFR Loans, Eurocurrency Rate Loans or RFR Loans, as further provided herein. Each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.03) shall be allocated pro rata among the outstanding Tranches of Revolving Credit Commitments. Revolving Credit Loans denominated in Pounds Sterling shall be RFR Loans.
Appears in 1 contract
Sources: Credit Agreement
The Loans. (a) From time to time upon Borrower's request, and subject to the terms and conditions of this Agreement, Lender agrees to advance to Borrower prior to the Credit Expiration Date amounts which do not exceed the Maximum Availability in aggregate outstanding principal amount at any one time. Advances made by Lender to Borrower under this Section 201 are hereinafter collectively called the "Loans". Notwithstanding anything in this Agreement to the contrary, the Lender shall not be obligated hereunder to make any Loans on or after the earlier of (i) the Credit Expiration Date or such later date to which such expiration date may be extended by Lender in its discretion or (ii) the date Lender pursuant to Section 801(a) hereof terminates its obligation to make any further Loans to Borrower hereunder. Subject to the terms and conditions set forth herein,
(i) each Initial Term Loan Lender severally agrees to make term loans (each such loanhereof, an “Initial Term Loan”) prior to the Initial Borrower Credit Expiration Date, Borrower, at its option, from time to time may borrow, repay and reborrow all or any portion of the Loans, except that Borrower's right to prepay Loans bearing interest based on the Closing Date in Dollars Adjusted LIBOR (as such term is defined in the aggregate amount of such Term Loan Lender’s Term Loan Commitment,
(iiNote) each 2020 Incremental Term Loan Lender severally agrees to make 2020 Incremental Term Loans shall be subject to the Borrower on breakage provisions of the 2020 Incremental Amendment Effective Date Note and any such prepayment shall be applied as provided in Dollars in an aggregate amount of up to such 2020 Incremental Term Loan Lender’s 2020 Incremental Term Loan Commitment and
(iii) each 2021 Incremental Term Loan Lender severally agrees to make 2021 Incremental Term Loans to the Borrower on the 2021 Incremental Amendment Funding Date in Dollars in an aggregate amount of up to such 2021 Incremental Term Loan Lender’s 2021 Incremental Term Loan Commitment. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Term Loans may be Base Rate Loans or Term SOFR Loans, as further provided hereinNote.
(b) Subject The proceeds of the Loans may be used by Borrower only to finance acquisitions by the Borrower and to finance Borrower's and its Subsidiaries' working capital and other general corporate needs (including without limitation to finance the cost of the leasehold improvements and equipment purchases made or to be made by Borrower for its new corporate headquarters building in Marietta, Georgia).
(c) The Loans are to be evidenced by the Note. Interest on the Loans will accrue at the rate or rates per annum set forth in the Note, and principal and interest on the Loans will be payable in the manner prescribed in the Note.
(d) Borrower shall pay to Lender an origination fee for the Loan facility provided by Lender to Borrower under this Section 201, which fee shall be in the amount of $5,000 (and Lender shall credit against such sum the $5,000 commitment letter fee previously paid by Borrower to Lender in connection with such facility) and such fee shall be deemed fully earned by Lender upon the parties' execution and delivery of this Agreement from the Borrower and shall be non-refundable.
(e) Borrower shall pay to Lender unused facility fees for Borrower's Loan facility hereunder during the Revolving Loan Period computed on the daily average unused portion of the Maximum Availability at a rate per annum of three-eighths of one percent (.375%). Such unused facility fees shall be payable by Borrower to Lender quarterly in arrears, commencing on November 30, 1996, and continuing to be due on the last day of each February, May, August and November thereafter during the Revolving Loan Period as well as on the Credit Expiration Date. Notwithstanding anything in this Section to the terms contrary, however, the total unused facility fees payable by Borrower to Lender under clauses (x) and conditions set forth herein(y) above shall not exceed the sum of $6,250 and $25,000, respectively, during each Initial Revolving of the following two periods: the period from the date of this Agreement though August 31, 1997, and the period from September 1, 1997 through the Credit Expiration Date.
(f) All of the Loans shall constitute one loan by Lender severally agrees to make revolving loans (each Borrower. Lender shall maintain a loan account on its books in which shall be recorded all Loans, all payments made by Borrower on the Loans and all other appropriate debits and credits as provided in this Agreement and the Note with respect thereto, including without limitation all charges, expenses and interests. All entries in such loan, an “Initial Revolving Credit Loan”) account shall be made in Dollars or an Alternative Currency to accordance with the Borrower Lender's customary accounting practices as in effect from time to time. Lender shall render to Borrower a monthly statement setting forth the balance of such account, on any Business Day during the Initial Availability Periodincluding principal, in an aggregate amount up tointerest, at any time outstanding, such Initial Revolving Credit Lender’s Initial Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, the Total Outstandings shall not exceed the Total Revolving Credit Commitments. Within the limits of each Revolving Credit ▇▇▇▇▇▇’s Revolving Credit Commitmentexpenses and fees, and subject each such statement shall, absence manifest error or omissions, be presumed correct and binding upon Borrower and shall constitute an account stated unless, within thirty (30) days after receipt of any such statement from Lender, Borrower shall deliver to Lender a written objection thereto specifying the error or errors or omission or omissions, if any, contained in such statement.
(g) All interest and fees owing by Borrower to Lender hereunder or under the other terms and conditions hereof, a Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Term SOFR Loans, Eurocurrency Rate Loans or RFR Loans, as further provided herein. Each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.03) Financing Documents shall be allocated pro rata among computed on the outstanding Tranches basis of Revolving Credit Commitments. Revolving Credit Loans denominated in Pounds Sterling shall be RFR Loans.a 360-day year and the actual days elapsed
Appears in 1 contract
Sources: Loan Agreement (Cryolife Inc)
The Loans. (a) Subject to the terms and conditions set forth herein,, each Revolving 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 (a) the aggregate outstanding principal amount of such Revolving Lender’s Revolving Loans exceeding such Revolving Lender’s Revolving Commitment or (b) the sum of the Aggregate Total Exposure exceeding the total Revolving Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans.
(ib) Subject to the terms and conditions of this Agreement and the other Loan Documents, and in reliance upon the representations and warranties set forth in this Agreement and the other Loan Documents, each Initial Term Loan DDTL Lender with a DDTL Commitment severally agrees to make term loans (each such loan, an a “Initial Delayed Draw Term Loan”) to the Initial Borrower from time to time on each DDTL Funding Date prior to the Closing DDTL Commitment Termination Date in Dollars in an aggregate principal amount not to exceed such DDTL Lender’s DDTL Commitment. The Borrower may make up to four Borrowings of the Delayed Draw Term Loans before the DDTL Commitment Termination Date with a minimum principal amount of $50,000,000 for each Borrowing (or if a lesser aggregate amount of DDTL Commitments remain outstanding, such Term Loan Lender’s Term Loan Commitment,
(ii) each 2020 Incremental Term Loan Lender severally agrees to make 2020 Incremental Term Loans to the Borrower on the 2020 Incremental Amendment Effective Date in Dollars in an aggregate amount of up to such 2020 Incremental Term Loan Lender’s 2020 Incremental Term Loan Commitment and
(iii) each 2021 Incremental Term Loan Lender severally agrees to make 2021 Incremental Term Loans to the Borrower on the 2021 Incremental Amendment Funding Date in Dollars in an aggregate amount of up to such 2021 Incremental Term Loan Lender’s 2021 Incremental Term Loan Commitmentlesser amount). Amounts borrowed under this Section 2.01(b) and repaid or prepaid in respect of Term Loans may not be reborrowed. Notwithstanding anything herein to the contrary, following the funding of any Delayed Draw Term Loans, such Delayed Draw Term Loans may be Base Rate shall constitute Term Loans or Term SOFR Loans, as further provided herein.
(b) Subject for all purposes hereunder and all references in this Agreement to the terms and conditions set forth herein, each Initial Revolving Credit Lender severally agrees to make revolving loans (each such loan, an “Initial Revolving Credit Loan”) in Dollars or an Alternative Currency to Term Loans shall include the Borrower from time to time, on any Business Day during the Initial Availability Period, in an aggregate principal amount up to, at any time outstanding, such Initial Revolving Credit Lender’s Initial Revolving Credit Commitment; provided, however, of Delayed Draw Term Loans that after giving effect to any Revolving Credit Borrowing, the Total Outstandings shall not exceed the Total Revolving Credit Commitments. Within the limits of each Revolving Credit ▇▇▇▇▇▇’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, a Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Term SOFR Loans, Eurocurrency Rate Loans or RFR Loans, as further provided herein. Each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.03) shall be allocated pro rata among the outstanding Tranches of Revolving Credit Commitments. Revolving Credit Loans denominated in Pounds Sterling shall be RFR Loanshave been funded hereunder.
Appears in 1 contract
Sources: Revolving Credit Agreement and Incremental Agreement (Palantir Technologies Inc.)
The Loans. (a) Prior to the Closing Date, the Lenders made certain term loans (the “Existing Loans”) to the Borrower pursuant to the Existing Credit Agreement. Subject to the terms and conditions set forth herein,
(i) hereof, each Initial Term Lender that is an Existing Loan Lender severally agrees to make term loans (each such loan, an “Initial Term Loan”) to the Initial Borrower continue on the Closing Date in Dollars in the aggregate amount of Existing Loans made by such Term Loan Lender’s Term Loan Commitment,
(ii) each 2020 Incremental Term Loan Lender severally agrees to make 2020 Incremental Term Loans to the Borrower pursuant to the Existing Credit Agreement and outstanding on the 2020 Incremental Amendment Effective Closing Date in Dollars in an aggregate amount of up (immediately prior to such 2020 Incremental Term Loan Lender’s 2020 Incremental Term Loan Commitment and
(iiigiving effect to this Agreement) each 2021 Incremental Term Loan Lender severally agrees to make 2021 Incremental Term as Loans to the Borrower on the 2021 Incremental Amendment Funding Date in Dollars in an aggregate amount of up to such 2021 Incremental Term Loan Lender’s 2021 Incremental Term Loan Commitment. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Term Loans may be Base Rate Loans or Term SOFR Loans, as further provided hereinhereunder.
(b) Subject Each Lender agrees (severally, not jointly or jointly and severally), subject to the terms and conditions set forth hereinof this Agreement, each Initial Revolving Credit Lender severally agrees (i) to make revolving term loans (each such loan, an the “Initial Revolving Credit LoanIncremental Term Loans”) in Dollars or an Alternative Currency to the Borrower from time to time, on any Business Day time during the Initial Incremental Term Loan Availability PeriodPeriod in an aggregate principal amount not to exceed such Lender’s Incremental Term Loan Commitment and (ii) to make term loans (the “Incremental Delayed Draw Term Loans”) to the Borrower from time to time during the Incremental Delayed Draw Term Loan Availability Period in an aggregate principal amount not to exceed such Lender’s Incremental Delayed Draw Term Loan Commitment. Unless previously terminated, the Incremental Term Loan Commitments shall automatically terminate on the earlier to occur of (i) in the event the Incremental Term Loans are funded in full, upon the making of such Incremental Term Loans in an aggregate amount up toequal to the Incremental Term Loan Commitments, and (ii) August 1, 2023 (whether or not drawn). Unless previously terminated, the Incremental Delayed Draw Term Loan Commitments shall automatically terminate (i) in the event an Incremental Delayed Draw Term Loan is funded, upon the making of such Incremental Delayed Draw Term Loan in a corresponding amount, (ii) upon the making of the third Borrowing of Incremental Delayed Draw Term Loans pursuant to Section 2.3(a) and (iii) in any event, on the Incremental Loan Maturity Date.
(c) The Existing Loans made by each Lender may, at any the request of such Lender, be evidenced by a single promissory note payable to such Lender, substantially in the form of Exhibit A-1 (as amended, restated, supplemented or otherwise modified from time outstandingto time, such Initial Revolving Credit Lender’s Initial Revolving Credit Commitment; providedan “Existing Loan Note” and, however, that after giving effect to any Revolving Credit Borrowingcollectively, the Total Outstandings shall not exceed the Total Revolving Credit Commitments. Within the limits of each Revolving Credit “Existing Loan Notes”), executed by ▇▇▇▇▇▇▇▇ and delivered to such Lender in a stated maximum principal amount equal to such Lender’s Revolving Credit CommitmentExisting Loan.
(d) The Incremental Loans made by each Lender may, at the request of such Lender, be evidenced by a single promissory note payable to such Lender, substantially in the form of Exhibit A-2 (as amended, restated, supplemented or otherwise modified from time to time, an “Incremental Loan Note” and, collectively, the “Incremental Loan Notes”), executed by Borrower and delivered to such Lender in a stated maximum principal amount equal to such Lender’s Existing Loan.
(e) Borrower hereby promises to pay all of the Loans and all other Obligations in respect thereof (including principal, interest, fees, costs, and subject expenses payable under this Agreement and the other Loan Documents) in full on the applicable Termination Date or, if earlier, on the date on which the Loans and the Obligations become due and payable pursuant to the other terms and conditions hereofof this Agreement. Once prepaid or repaid, a Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans may not be Base Rate Loans, Term SOFR Loans, Eurocurrency Rate Loans or RFR Loans, as further provided herein. Each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.03) shall be allocated pro rata among the outstanding Tranches of Revolving Credit Commitments. Revolving Credit Loans denominated in Pounds Sterling shall be RFR Loansreborrowed.
Appears in 1 contract
The Loans. (a) Subject 1.1 The Lenders shall make available to the Borrower from time to time in accordance with the terms and conditions hereof, loans in an initial aggregate amount not to exceed $25,000,000.00 (as such amount may be increased from time to time pursuant to an Additional Commitment Agreement in connection with a Maximum Facility Amount Increase or otherwise or as such amount may be decreased in accordance with Section 2.8, the “Maximum Facility Amount”) as hereinafter set forth herein,
(ieach, a “Loan” and, collectively, the “Loans”), consisting of Construction Project Loans used to finance Project Costs associated with a Project approved in accordance with Section 1.9, Completed Project Loans used to finance previously paid Project Costs for a Completed Project approved in accordance with Section 1.9 or for a Construction Project Loan converted into a Completed Project Loan pursuant to Sections 1.6(iv) each Initial Term Loan Lender severally agrees to make term loans (each such loan, an “Initial Term Loan”and/or 1.6(vi) to the Initial Borrower on the Closing Date in Dollars in the aggregate amount of such Term Loan Lender’s Term Loan Commitment,
(ii) each 2020 Incremental Term Loan Lender severally agrees to make 2020 Incremental and Completed Project Term Loans to finance the cash flows associated with the Customer Agreement for such Project approved in accordance with Section 1.9, during the period expiring two (2) years of the date hereof (the “Availability Period”), at which time the Allocated Commitments and Maximum Commitment Amount of each Lender shall expire. The Allocated Commitments of each Lender shall be set forth in the applicable Project Approval for each Lender on a pro rata basis based on the aggregate Allocated Commitments for such Project and the Maximum Commitment Amount of each Lender; provided that no Lender shall be obligated to fund any Loans or consent to a Project Approval, if such action would result in the outstanding Loans and unfunded Allocated Commitments of such Lender at such time, in the aggregate, exceeding such Lender’s Maximum Commitment Amount. Provided no Event of Default has occurred and is continuing hereunder and provided, further, that no Material Adverse Effect has occurred and is continuing, the Borrower may, at the end of the initial Availability Period, elect to request an extension for a period not to exceed one (1) year (such period, the “Extension Period”) from the expiration of the initial Availability Period hereof (an “Extension”). The Extension Period shall be used solely to complete any Projects still in construction, and to accommodate a refinancing of one or more Construction Project Loans then outstanding hereunder. Advances on Loans during the Extension Period will only be made with respect to Loans approved by Administrative Agent prior to the expiration of the initial Availability Period. The Borrower may, from time to time during the Availability Period, request from Administrative Agent an increase in the Maximum Facility Amount (such increase, the “Maximum Facility Amount Increase”) which Lenders or any Additional Lenders may approve, in their sole and absolute discretion. A Maximum Facility Amount Increase shall be effective upon execution of an Additional Commitment Agreement to this Agreement, executed by the Borrower, the Administrative Agent, and the existing Lender or Additional Lender, as applicable, providing such Maximum Facility Amount Increase, and no other documents or amendments to, or consents under, this Agreement shall be required to effect such Maximum Facility Amount Increase. Each Loan hereunder shall, unless otherwise specified in the applicable Project Approval, be secured by the Collateral and shall be subject to the rights and remedies of the Administrative Agent (on behalf of the Secured Parties) in accordance with the terms hereof.
1.2 Each Lender shall fund each advance of each Loan pro rata on the 2020 Incremental Amendment Effective Date in Dollars in an basis of each Lender’s Maximum Commitment Amount as a percentage of the aggregate amount Maximum Commitment Amounts of up all Lenders; provided that the foregoing pro rata funding requirement shall not apply to such 2020 Incremental any Completed Project Term Loan Lender’s 2020 Incremental Term if the related Project Approval specifies otherwise.
1.3 On each date on which a Lender shall advance any portion of a Loan Commitment and
(iiieach, a “Closing Date”) each 2021 Incremental Term Loan Lender severally agrees to make 2021 Incremental Term Loans to as set forth in a Borrowing Certificate, the Borrower on shall borrow from the 2021 Incremental Amendment Funding Date in Dollars in an aggregate amount of up Lenders and the Lenders shall lend to such 2021 Incremental Term Loan Lender’s 2021 Incremental Term Loan Commitment. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Term Loans may be Base Rate Loans or Term SOFR LoansBorrower, as further provided herein.
(b) Subject the sum set forth therein, subject to the terms and conditions set forth herein, and as set forth on the applicable Project Approval.
1.4 Unless and only to the extent otherwise expressly provided in a Borrowing Certificate, no Borrowing Certificate shall negate any previous Borrowing Certificate but shall be additive to all previous Borrowing Certificates, and each Initial Revolving Credit Lender severally agrees Loan specified in a Borrowing Certificate shall have the term, amortization schedule and interest rate, as specified in the Project Approval related to make revolving loans such Loan.
(i) Loans may be issued with respect to a Project which (a) has been contracted with a Customer and for which the development, procurement or installation of the System is in progress (each, “Construction Project Loan”; and each such loanProject, an a “Initial Revolving Credit Construction Project”), or (b) has been completed and accepted by the Customer (each, “Completed Project Loan”; and each such Project, a “Completed Project”), or (c) is a Completed Project for which Lenders have agreed to provide term financing with fixed monthly payments of principal and interest corresponding to the payments due under the applicable Customer Agreement, up to a maximum term of ten (10) years (each, a “Completed Project Term Loan”) as set forth on the applicable Project Approval. Subject to the Borrower’s satisfaction of the applicable conditions in Dollars Article 5, advances may be made with respect to any Loan at any time permitted under Section 1.7 in an amount of up to (i) [***]% of the actual total Project Costs with respect to a Construction Project Loan, or (ii) [***]% of actual total Project Costs with respect to a Completed Project Loan, or (iii) an Alternative Currency amount to be determined at Project Approval and set forth in the applicable Project Approval with respect to any Completed Project Term Loan, in each case for clauses (i), (ii) and (iii) except as may otherwise be agreed in the applicable Project Approval with respect to such Loan (such applicable rate in clauses (i), (ii) and (iii) with respect to any Project, the “Maximum Advance Rate”).
(ii) Advances may be made with respect to:
(a) each Construction Project Loan:
(1) if the Borrower (or its applicable Affiliate) shall have paid less than [***]% of such actual Project Costs invoiced to Borrower (or its applicable Affiliate) for such Construction Project for which such Construction Project Loan advance is requested pursuant to the applicable Borrowing Certificate, [***]% of such Project Costs;
(2) if the Borrower (or its applicable Affiliate) shall have paid at least [***]% of such actual Project Costs invoiced to Borrower (or its applicable Affiliate) for such Construction Project for which such Construction Project Loan advance is requested pursuant to the applicable Borrowing Certificate, [***]% of such Project Costs; and
(3) once Borrower (or its applicable Affiliate) shall have paid at least [***]% of the total actual Project Costs for such Construction Project, [***]% of the actual Project Costs for which such Construction Project Loan advance is requested pursuant to the applicable Borrowing Certificate, in each case, pursuant to a request submitted to Administrative Agent, as more fully set forth in Section 1.6 below, but in no event greater in the aggregate than (x) the product of the total actual Project Costs for such Construction Project and then Maximum Advance Rate for the Construction Project Loan or (y) the maximum aggregate principal amount of the Construction Project Loan set forth in the applicable Project Approval; and
(b) each Completed Project Loan or Completed Project Term Loan in an amount of up to [***]% of the Maximum Advance Rate.
1.6 Each Construction Project Loan shall be subject to the following:
(i) The Borrower shall deliver to Administrative Agent a certification of Project Costs (which shall include a Project reference, installation location, and any Loan reference provided by Administrative Agent to the Borrower of the applicable Loan), in substantially the form attached to the Borrowing Certificate (each, a “Project Costs Certificate”), containing a listing of amounts paid by Borrower (or its applicable Affiliate) for which Borrower is seeking Loan proceeds and description of the Project Costs, together with copies of contractor and/or vendor invoices and evidence of payment for such invoices, for each Project Cost being financed with the proceeds of a Loan advance (which shall not exceed the Maximum Advance Rate), completed vendor set up forms and W-9 forms for new payees, and, if requested by Administrative Agent, lien waivers signed by the applicable contractors and/or vendors to the extent available and required to be provided under the agreements with such applicable contractors and/or vendors;
(ii) Advances shall be deposited in the Borrower’s Operating Account (or as otherwise directed by the Borrower from time to time). The Administrative Agent shall provide payment within three (3) Business Days of receipt by Administrative Agent of a duly executed Borrowing Certificate and a duly executed and compiled Project Costs Certificate;
(iii) Each Construction Project must be completed within the period of time specified in the related Project Approval, on any Business Day during but in no event greater than twelve (12) months after the Initial initial funding of the Construction Project Loan for such Construction Project (such period, the “Funding Period”), and accepted in accordance with the terms of the applicable Customer Agreement, unless extended by Administrative Agent, in its sole discretion;
(iv) Each Construction Project Loan may (at the option of the Borrower in accordance with Section 1.6(vi) be converted into a Completed Project Loan and each Construction Project Loan that is not converted into a Completed Project Loan shall be repaid, in full, upon the earlier to occur of (1) one hundred eighty (180) days following the commercial operation date of the Project and acceptance of the applicable Project by the Customer, as set forth in the applicable Customer Agreement, (2) one hundred eighty (180) days following the expiration of the Funding Period and (3) the expiration of the Availability Period;
(v) Advances on Construction Project Loans may be made not more than twice per month (unless otherwise agreed by the Lenders) in a minimum amount of $[***]; and
(vi) The Borrower may request to convert a Construction Project Loan into a Completed Project Loan, which request shall be approved by the Administrative Agent in an its sole discretion, which approval shall not be unreasonably withheld, conditioned or delayed, and the Lenders, subject to satisfaction of the following conditions:
(a) the outstanding principal amount of such Completed Project Loan, together with aggregate amount up tooutstanding principal balance of all outstanding Completed Project Loans, at any time outstanding, such Initial Revolving Credit Lender’s Initial Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, the Total Outstandings shall not exceed [***]% of the Total Revolving Credit CommitmentsFacility Measurement Amount;
(b) the Borrower shall have delivered, with such request, a duly executed Project Costs Certificate (together with attachments thereto);
(c) the Borrower shall have executed and delivered a Certificate of Project Loan Conversion, substantially in the form of Exhibit D; and
(d) the Borrower shall have paid, or caused to be paid, the Project Loan Conversion True-Up Amount, if any, in connection with the conversion of such Construction Project Loan into a Completed Project Loan.
1.7 Each Loan shall be made to finance the Project Costs related to a specific Project (or, in the case of a Completed Project Loan or Completed Project Term Loan refinancing a Construction Project Loan or Completed Project Loan, as applicable, to refinance such Construction Project Loan or Completed Project Loan and, if the proceeds, of such Completed Project Loan or Completed Project Term Loan exceed the amount required to refinance in full such Construction Project Loan or Completed Project Loan in accordance with the terms hereof, to fund a deposit into an Operating Account or to otherwise fund a distribution to Pledgor or any designee of the Borrower). Within Notwithstanding anything herein to the contrary, each Loan hereunder is subject to Administrative Agent’s satisfactory review and approval of the Project in accordance with Section 1.9 prior to the initial advance of such Loan, and each Project Approval shall be provided by Administrative Agent and the Lender in their sole and absolute discretion, and nothing herein shall obligate a Lender to make any Loan with respect to any Project that is not an Approved Project.
1.8 The parties agree that, unless otherwise approved by Administrative Agent in writing, in the related Project Approval or otherwise, in its sole discretion on a case-by-case basis, the following concentration limits shall apply:
(i) No Customer (or guarantor guaranteeing the obligations of such Customer) shall represent more than [***]% of the sum of Maximum Facility Amount minus the aggregate outstanding principal amount of all Completed Project Term Loans at the time of such determination (the “Facility Measurement Amount”);
(ii) With respect to a single Project, [***]% of the Facility Measurement Amount;
(iii) With respect to the total outstanding Loan amounts in any individual State, [***]% of the Facility Measurement Amount;
(iv) With respect to the aggregate principal balance of all outstanding Completed Project Loans at the time of the execution of any Project Approval, excluding any Completed Project Term Loans, [***]% of the Facility Measurement Amount; and
(v) With respect to Customers (or guarantor guaranteeing the obligations of such Customers) with a credit rating below [***] by S&P or Fitch or [***] by Moody’s, no more than [***]% of the Facility Measurement Amount. Amounts in excess of the above concentration limits shall be the “Excess Concentration Amounts”.
1.9 The Borrower may from time to time propose to the Administrative Agent and the Lender certain Projects for financing hereunder. Any such proposal shall be accompanied (or thereafter supplemented) by such information and documentation as the Administrative Agent and the Lender shall reasonably request. The Administrative Agent and the Lender shall in good faith consider each Project proposed by the Borrower for financing hereunder and shall promptly (and in any event within ten (10) Business Days of the Borrower’s initial submission of such proposal or within five (5) Business Days of the Borrower’s submission of any revised proposal that was previously rejected) approve or reject such proposals. Any rejection by the Administrative Agent and the Lender shall be accompanied by a reasonably detailed explanation as to the basis for such rejection and state whether Borrower may re-submit the Project for further consideration. If so indicated in the rejection letter, the Borrower shall have the right to re-submit a rejected Project by means of a revised proposal that is responsive to the applicable explanation for rejection. Each approval of each Revolving Credit ▇▇▇▇▇▇’s Revolving Credit CommitmentProject shall be documented in a Project Approval Form, substantially in the form of Exhibit L (each, including the Initial Project Approval, a “Project Approval”), duly executed by the Borrower and subject the Administrative Agent (acting on instructions from the Required Lenders). Each Project listed on Annex 3 as of the date hereof has been approved by the Administrative Agent pursuant to the other terms and conditions hereof, a Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01Initial Project Approval. Revolving Credit Loans Each subsequent Project approved by the Administrative Agent shall be listed on Annex 3 hereto (as such schedule may be Base Rate Loans, Term SOFR Loans, Eurocurrency Rate Loans or RFR Loans, updated from time to time). The Administrative Agent shall designate any proposed Project as further provided hereinan approved Project in its sole discretion. Each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant Project Approval may be amended, amended and restated, supplemented, waived or otherwise modified from time to Section 2.03) time with the prior written consent of the Borrower and the Administrative Agent. In the event that no Loan proceeds shall have been advanced against a Project listed on Annex 3, the Borrower shall have the option to terminate such unfunded Loan and remove such Project from Annex 3 by written notice to the Administrative Agent and, upon such notice of termination and removal, the Allocated Commitments of the Lenders with respect to such Project shall be allocated pro rata among the outstanding Tranches of Revolving Credit Commitments. Revolving Credit Loans denominated in Pounds Sterling shall be RFR Loans.converted (on a dollar-for-dollar basis) to unutili
Appears in 1 contract
Sources: Master Revolving Loan Agreement (Sunnova Energy International Inc.)
The Loans. (a) Subject Prior to the terms and conditions set forth herein,
date hereof, (i) each Initial Term Loan 2015 Lender severally agrees to make term loans (each such loan, an “Initial Term Loan”) has made available to the Initial Borrower on (or subsequent to the making thereof, has acquired) a 2015 Loan, pursuant to the 2015 Credit Agreement, which 2015 Loan as of the Closing Date in Dollars in Date, prior to the aggregate effectiveness of the merger, amendment and restatement contemplated hereby, has the principal amount of set forth opposite such Term Loan 2015 Lender’s Term Loan Commitment,
name in Section (a) of Annex I and (ii) each 2020 Incremental Term Loan 2016 Lender severally agrees to make 2020 Incremental Term Loans has made available to the Borrower on (or subsequent to the 2020 Incremental Amendment Effective Date in Dollars in an aggregate making thereof, has acquired) a 2016 Loan, pursuant to the 2016 Credit Agreement, which 2016 Loan as of the Closing Date, prior to the effectiveness of the merger, amendment and restatement contemplated hereby, has the principal amount of up to set forth opposite such 2020 Incremental Term Loan 2016 Lender’s 2020 Incremental Term Loan Commitment and
name in Section (iiib) each 2021 Incremental Term Loan Lender severally agrees to make 2021 Incremental Term Loans to the Borrower on the 2021 Incremental Amendment Funding Date in Dollars in an aggregate amount of up to such 2021 Incremental Term Loan Lender’s 2021 Incremental Term Loan Commitment. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Term Loans may be Base Rate Loans or Term SOFR Loans, as further provided herein.Annex I.
(b) Subject Effective as of the Closing Date, upon satisfaction of the conditions specified in Article III, the parties hereto hereby agree to the merger, amendment and restatement of the Existing Credit Agreements on the terms and conditions set forth herein, each Initial Revolving Credit Lender severally agrees to make revolving loans (each such loan, an “Initial Revolving Credit Loan”) in Dollars or an Alternative Currency to the Borrower from time to time, on any Business Day during the Initial Availability Period, in an aggregate amount up to, at any time outstanding, such Initial Revolving Credit Lender’s Initial Revolving Credit Commitment; provided, however, that this Agreement. Immediately after giving effect to any Revolving such merger, amendment and restatement, each Lender shall hold Loans in an aggregate outstanding principal amount equal to the amount specified opposite the name of such Lender in Section (d) of Annex I.
(c) All accrued and unpaid interest, fees and expenses under the Existing Credit BorrowingAgreements shall be due and payable on the Closing Date. Notwithstanding anything to the contrary contained herein, the Total Outstandings Borrower hereby agrees that the 2015 Administrative Agent, each 2015 Lender, the 2016 Administrative Agent and each 2016 Lender shall not exceed from and after the Total Revolving Closing Date continue to be entitled to any right to indemnity, reimbursement or recovery of funding losses under the Existing Credit Commitments. Within the limits of each Revolving Credit ▇▇▇▇▇▇’s Revolving Credit Commitment, Agreements with respect to facts and subject circumstances arising on or prior to the other terms and conditions hereofClosing Date.
(d) The Borrower shall give the Administrative Agent irrevocable written notice of the proposed Closing Date (which notice must be received by the Administrative Agent prior to 11:00 a.m., a New York City time, on the second Business Day prior to the day the Borrower may borrow under this Section 2.01designates therein as the proposed Closing Date (the “Notice of Proposed Closing Date”)) substantially in the form of Exhibit B. Upon receipt of the Notice of Proposed Closing Date, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Term SOFR Loans, Eurocurrency Rate Loans or RFR Loans, as further provided herein. Each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.03) the Administrative Agent shall be allocated pro rata among the outstanding Tranches of Revolving Credit Commitments. Revolving Credit Loans denominated in Pounds Sterling shall be RFR Loanspromptly notify each Lender thereof.
Appears in 1 contract
Sources: Credit Agreement (Corpbanca/Fi)
The Loans. (a) Subject to the terms and conditions set forth herein,
, (i) each Initial Tranche B Term Loan Lender severally agrees to make term loans (each such loan, an a “Initial Tranche B Term Loan”) to the Initial any Tranche B Term Loan Borrower on the Closing Date in Dollars in the aggregate amount of such Term Loan Lender’s Term Loan Commitment,
(ii) each 2020 Incremental Term Loan Lender severally agrees to make 2020 Incremental Term Loans to the Borrower on the 2020 Incremental Amendment Effective Date in Dollars in an aggregate amount of up to such 2020 Incremental Tranche B Term Loan Lender’s 2020 Incremental Tranche B Term Loan Commitment and
Commitment, (iiiii) each 2021 Incremental Tranche B-2 Term Loan Lender severally agrees to make 2021 Incremental term loans (each such loan, a “Tranche B-2 Term Loans Loan”) to the any Tranche B-2 Term Loan Borrower on the 2021 Incremental Amendment No. 3 Funding Date in Dollars in an aggregate amount of up to such 2021 Incremental Tranche B-2 Term Loan Lender’s 2021 Incremental Tranche B-2 Term Loan Commitment, (iii) each Tranche B-3 Term Loan Lender severally agrees to make term loans (each such loan, a “Tranche B-3 Term Loan”) to any Tranche B-3 Term Loan Borrower on the Amendment No. 4 Funding Date in Dollars in an aggregate amount of up to such Tranche B-3 Term Loan Lender’s Tranche B-3 Term Loan Commitment, (iv) each Tranche B-4 Term Loan Lender severally agrees to make term loans (each such loan, a “Tranche B-4 Term Loan”) to any Tranche B-4 Term Loan Borrower on the Amendment No. 5 Funding Date in Dollars in an aggregate amount of up to such Tranche B-4 Term Loan Lender’s Tranche B-4 Term Loan Commitment, (v) each Tranche B-5 Term Loan Lender severally agrees to make term loans (each such loan, a “Tranche B-5 Term Loan”) to any Tranche B-5 Term Loan Borrower on the Amendment No. 6 Funding Date in Dollars in an aggregate amount of up to such Tranche B-5 Term Loan Lender’s Tranche B-5 Term Loan Commitment, (vi) each Tranche B-6 Term Loan Lender severally agrees to make term loans (each such loan, a “Tranche B-6 Term Loan”) to any Tranche B-6 Term Loan Borrower on the Amendment No. 7 Funding Date in Dollars in an aggregate amount of up to such Tranche B-6 Term Loan Lender’s Tranche B-6 Term Loan Commitment, (vii) each Euro Tranche C-1 Term Loan Lender 7 severally agrees to make term loans (each such loan, a “Euro Tranche C-1 Term Loan”) to any Euro Tranche C-1 Term Loan Borrower on the Amendment No. 2 Funding Date and the Amendment No. 3 Funding Date, as applicable, in Euros in an aggregate amount of up to such Euro Tranche C-1 Term Loan Lender’s Euro Tranche C-1 Term Loan Commitment, (viii) each Euro Tranche C-2 Term Loan Lender severally agrees to make term loans (each such loan, a “Euro Tranche C-2 Term Loan”) to any Euro Tranche C-2 Term Loan Borrower on the Amendment No. 4 Funding Date in Euros in an aggregate amount of up to such Euro Tranche C-2 Term Loan Lender’s Euro Tranche C-2 Term Loan Commitment, (ix) each Euro Tranche C-3 Term Loan Lender severally agrees to make term loans (each such loan, a “Euro Tranche C-3 Term Loan”) to any Euro Tranche C-3 Term Loan Borrower on the Amendment No. 5 Funding Date in Euros in an aggregate amount of up to such Euro Tranche C-3 Term Loan Lender’s Euro Tranche C-3 Term Loan Commitment, (x) each Euro Tranche C-4 Term Loan Lender severally agrees to make term loans (each such loan, a “Euro Tranche C-4 Term Loan”) to any Euro Tranche C-4 Term Loan Borrower on the Amendment No. 6 Funding Date in Euros in an aggregate amount of up to such Euro Tranche C-4 Term Loan Lender’s Euro Tranche C-4 Term Loan Commitment and (xi) each Euro Tranche C-5 Term Loan Lender severally agrees to make term loans (each such loan, a “Euro Tranche C-5 Term Loan”) to any Euro Tranche C-5 Term Loan Borrower on the Amendment No. 7 Funding Date in Euros in an aggregate amount of up to such Euro Tranche C-5 Term Loan Lender’s Euro Tranche C-5 Term Loan Commitment. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Tranche B Term Loans, Tranche B-2 Term Loans, Tranche B-3 Term Loans, Tranche B-4 Term Loans, Tranche B-5 Term Loans and Tranche B-6 Term Loans may be Base Rate Loans or Term SOFR Eurocurrency Rate Loans, as further provided herein.
(b) . Subject to the terms and conditions set forth herein, (i) each Initial Dollar Revolving Credit Lender severally agrees to make revolving loans (each such loan, an “Initial Dollar Revolving Credit Loan”) in Dollars or an Alternative Currency to the each Revolving Credit Borrower from time to time, on any Business Day during the Initial Availability Period, in an aggregate amount of up to, at any time outstanding, the amount of such Initial Revolving Credit Lender’s Initial Dollar Revolving Credit Commitment, (ii) each Initial Multicurrency Revolving Lender severally agrees to make revolving loans (each such loan, an “Initial Multicurrency Revolving Credit Loan”) in Dollars or an Alternative Currency to each Revolving Credit Borrower from time to time, on any Business Day during the Initial Availability Period, in an aggregate amount of up to, at any time outstanding, the amount of such Lender’s Initial Multicurrency Revolving Credit Commitment, (iii) each Amendment No. 4 Extended Dollar Revolving Lender severally agrees to make revolving loans (each such loan, an “Amendment No. 4 Extended Dollar Revolving Credit Loan”) in Dollars to each Revolving Credit Borrower from time to time, on any Business Day during the Amendment No. 4 Extended Availability Period, in an aggregate amount of up to, at any time outstanding, the amount of such Lender’s Amendment No. 4 Extended Dollar Revolving Credit Commitment and (iv) each Amendment No. 4 Extended Multicurrency Revolving Lender severally agrees to make revolving loans (each such loan, an “Amendment No. 4 Extended Multicurrency Revolving Credit Loan”) in Dollars or an Alternative Currency to each Revolving Credit Borrower from time to time, on any Business Day during the Amendment No. 4 Extended Availability Period, in an aggregate amount of up to, at any time outstanding, the amount of such Lender’s Amendment No. 4 Extended Multicurrency Revolving Credit Commitment; providedprovided further, however, that (1) after giving effect to any Dollar Revolving Credit Borrowing, (i) the aggregate Outstanding Amount of all Dollar Revolving Credit Loans and L/C Obligations shall not exceed the Aggregate Dollar Revolving Credit Commitments and (ii) the aggregate Outstanding Amount of the Dollar Revolving Credit Loans of any Dollar Revolving Lender plus such Dollar Revolving Lender’s Pro Rata Dollar Share of an amount equal to the aggregate Outstanding Amount of all L/C Obligations shall not exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitment, (2) after giving effect to any Multicurrency Revolving Credit Borrowing, (i) the aggregate Outstanding Amount of all Multicurrency Revolving Credit Loans shall not exceed the Aggregate Multicurrency Revolving Credit Commitments and (ii) the aggregate Outstanding Amount of the Multicurrency Revolving Credit Loans of any Multicurrency Revolving Lender shall not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitment, (3) after giving effect to any Revolving Credit Borrowing, the Total Outstandings shall not exceed the Total Revolving Credit CommitmentsCommitments and (4) the aggregate principal amount of New Dollar Revolving Credit Loans and New Multicurrency Revolving Credit Loans made on the Amendment No. 4 Funding Date shall not exceed $120,000,000. Within the limits of each Revolving Credit ▇▇▇▇▇▇Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, a Borrower the Revolving Credit Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow 8 under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Term SOFR Loans, Loans or Eurocurrency Rate Loans or RFR Loans, as further provided herein. Each Dollar Revolving Credit Borrowing (including any deemed Dollar Revolving Credit Borrowings made pursuant to Section 2.03) shall be allocated pro rata among the outstanding Tranches of Dollar Revolving Credit Commitments and each Multicurrency Revolving Credit Borrowing shall be allocated pro rata among the outstanding Tranches of Multicurrency Revolving Credit Commitments. For the avoidance of doubt, prior to the Initial Revolving Credit Maturity Date, (x) all borrowings of Dollar Revolving Credit Loans under this Section 2.01 shall be made pro rata between the Initial Dollar Revolving Credit Facility and the Amendment No. 4 Extended Dollar Revolving Credit Facility in proportion to the respective Dollar Revolving Credit Commitments under each such Dollar Revolving Credit Facility and (y) all borrowings of Multicurrency Revolving Credit Loans under this Section 2.01 shall be made pro rata between the Initial Multicurrency Revolving Credit Facility and the Amendment No. 4 Extended Revolving Credit Facility in proportion to the respective Multicurrency Revolving Credit Commitments under each such Multicurrency Revolving Credit Facility. For the avoidance of doubt, any Multicurrency Revolving Credit Loans denominated in Pounds Sterling an Alternative Currency shall only be permitted to be borrowed as Eurocurrency Rate Loans.” (y)Schedule 2.01 to the Credit Agreement is hereby amended and restated in its entirety in the form attached hereto as Exhibit A. (z)Section 2.02(c) of the Credit Agreement is hereby amended by amending and restating the last sentence of such section in its entirety as follows: “No Interest Period may be selected for any Eurocurrency Rate Term Borrowing that would end later than the Tranche B-5 Repayment Date, Tranche B-6 Repayment Date, Euro Tranche C-4 Repayment Date, Euro Tranche C-5 Repayment Date or applicable repayment date for any New Term Loans occurring on or after the first day of such Interest Period if, after giving effect to such selection, the aggregate outstanding amount of (i) the Eurocurrency Rate Term Borrowings with Interest Periods ending on or prior to such repayment date and (B) the Base Rate Term Borrowings would not be at least equal to the principal amount of Term Borrowings to be paid on such repayment date.” (aa)Section 2.05(a)(iv) of the Credit Agreement is hereby amended and restated in its entirety as follows: “In the event that, (A) on or prior to six months after the Amendment No. 6 Funding Date, any Borrower (x) prepays, refinances, substitutes or replaces any Tranche B-5 Term Loans or Euro Tranche C-4 Term Loans in connection with a Repricing Transaction (including, for avoidance of doubt, any prepayment made pursuant to Section 2.05(b)(iv) that constitutes a Repricing Transaction), or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to the Tranche B-5 Term Loans or Euro Tranche C-4 Term Loans, as applicable, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (I) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Tranche B-5 Term Loans or Euro Tranche C-4 Term Loans so prepaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Tranche B-5 Term Loans or Euro Tranche C-4 Term Loans outstanding immediately prior to such amendment and (B) on or prior to six months after the Amendment No. 7 Funding Date, any Borrower (x) prepays, refinances, substitutes or replaces any Tranche B-6 Term Loans or Euro Tranche C-5 Term Loans in connection with a Repricing Transaction (including, for avoidance of doubt, any prepayment made pursuant to Section 2.05(b)(iv) that constitutes a Repricing Transaction), or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to the Tranche B-6 Term Loans or Euro Tranche C-5 Term Loans, as applicable, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (I) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Tranche B-6 Term Loans or Euro Tranche C-5 Term Loans so prepaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Tranche B-6 Term Loans or Euro Tranche C-5 Term Loans outstanding immediately prior to such amendment. Such amounts shall be RFR due and payable on the date of effectiveness of such Repricing Transaction. As a condition to effectiveness of any assignment pursuant to the parenthetical set forth in the first sentence of Section 11.15 in respect of any amendment of this Agreement effective (A) on or prior to six months after the Amendment No. 6 Funding Date resulting in a Repricing Transaction, the Borrowers shall pay to the applicable non-consenting Lender a premium equal 9 to the premium that would apply if such Lender’s Tranche B-5 Term Loans or Euro Tranche C-4 Term Loans being assigned were being prepaid and subject to the premium set forth in this Section for such Tranche B-5 Term Loans or Euro Tranche C-4 Term Loans, as applicable, and (B) on or prior to six months after the Amendment No. 7 Funding Date resulting in a Repricing Transaction, the Borrowers shall pay to the applicable non-consenting Lender a premium equal to the premium that would apply if such Lender’s Tranche B-6 Term Loans or Euro Tranche C-5 Term Loans being assigned were being prepaid and subject to the premium set forth in this Section for such Tranche B-6 Term Loans or Euro Tranche C-5 Term Loans, as applicable.” (bb) Section 2.06(b)(i) of the Credit Agreement is hereby amended and restated in its entirety as follows: “
(i) Unless previously terminated in accordance with the terms hereof, (i) the Tranche B-5 Term Loan Commitments shall automatically terminate at 5:00 p.m. on the Amendment No. 6 Funding Date, (ii) the Tranche B-6 Term Loan Commitments shall automatically terminate at 5.00 p.m. on the Amendment No. 7 Funding Date, (iii) the Euro Tranche C-4 Term Loan Commitments shall automatically terminate at 5.00 p.m. on the Amendment No. 6 Funding Date, (iv) the Euro Tranche C-5 Term Loan Commitments shall automatically terminate at 5.00 p.m. on the Amendment No. 7 Funding Date, (v) the Initial Revolving Credit Commitments shall automatically terminate on the Initial Revolving Credit Maturity Date, (vi) the Amendment No. 4 Extended Revolving Credit Commitments and the Letter of Credit Commitment shall automatically terminate on the Amendment No. 4 Extended Revolving Credit Maturity Date and (vii) the Commitments in respect of any Tranche of New Term Loans shall automatically terminate on the maturity date set forth in the applicable Incremental Amendment or other document reasonably satisfactory to the Administrative Agent, the applicable Borrower(s) and such New Term Loan Lenders.”
Appears in 1 contract
Sources: Amendment No. 7
The Loans. (a) Subject to the terms and conditions set forth herein,
, (i) each Initial Term Loan Lender severally agrees to make term loans a loan (each such loan, an a “Initial Term Loan”) to the Initial Borrower (or, pursuant to the immediately succeeding sentence, agrees to convert all or a portion of such Lender’s term loans held under the Existing Credit Agreement (an “Existing Term Loan”) into a Term Loan hereunder) in Dollars, on the Closing Effective Date in Dollars in the an aggregate principal amount of not to exceed such Term Loan Lender’s Applicable Percentage of the Term Loan Commitment,
Facility (excluding the Delayed Draw Term Loan Commitments), and (ii) each 2020 Incremental Lender holding a Delayed Draw Term Loan Lender Commitment severally agrees to make 2020 Incremental make, in Dollars during the Delayed Draw Term Loans Loan Commitment Period, a delayed draw term loan which shall be a Term Loan hereunder (a “Delayed Draw Term Loan”) to the Borrower on the 2020 Incremental Amendment Effective Date in Dollars in an aggregate principal amount of up not to exceed such 2020 Incremental Term Loan Lender’s 2020 Incremental Applicable Percentage of the Delayed Draw Term Loan Commitment and
(iii) each 2021 Incremental Commitment; provided, however, that after giving effect to any Term Loan Lender severally agrees to make 2021 Incremental Term Loans to Borrowing, (i) the Borrower on the 2021 Incremental Amendment Funding Date in Dollars in an aggregate amount of up to such 2021 Incremental Total Term Loan Outstandings shall not exceed the Term Loan Facility and (ii) the aggregate Outstanding Amount of the Terms Loans of any Lender shall not exceed such Lender’s 2021 Incremental Term Loan Commitment. In connection with the making of Term Loans on the Effective Date pursuant to the immediately preceding sentence, any Lender that is a lender under the Existing Credit Agreement shall make all or any portion of such Lender’s Term Loan by converting all of the outstanding principal amount of any Existing Term Loan held by such Lender into a Term Loan in a principal amount equal to the aggregate principal amount of the Existing Term Loans so converted (each such Existing Term Loan, a “Converted Existing Term Loan”). On the Effective Date, the Converted Existing Term Loans shall be converted for all purposes of this Agreement into Term Loans, and the Administrative Agent shall record in the Register the aggregate amounts of Converted Existing Term Loans into Term Loans. Each Term Loan Borrowing shall consist of Term Loans made simultaneously by the Term Loan Lenders in accordance with their respective Applicable Percentage of the Term Loan Facility. Amounts borrowed under this Section 2.01(a) and repaid or prepaid in respect of Term Loans may not be reborrowed. Term Loans may be Base Rate Loans or Term SOFR Loans, as further provided herein.
(b) Subject to the terms and conditions set forth herein, each Initial Revolving Credit Lender severally agrees to make revolving loans (each such loan, an “Initial Revolving Credit Loan”) in Dollars or an Alternative Currency to the Borrower from time to time, on any Business Day during the Initial Availability Period, in an aggregate amount up to, at any time outstanding, such Initial Revolving Credit Lender’s Initial Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, the Total Outstandings shall not exceed the Total Revolving Credit Commitments. Within the limits of each Revolving Credit ▇▇▇▇▇▇’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, a Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Term SOFR Loans, Eurocurrency Rate Loans or RFR Loans, as further provided herein. Each Revolving Credit Borrowing Delayed Draw Term Loan Commitments not drawn on or prior to the Delayed Draw Term Loan Commitment Termination Date (including any deemed Revolving Credit Borrowings made pursuant to Section 2.03or, if earlier, the Acquisition Effective Date), shall expire immediately after such date. Term Loan Commitments (other than Delayed Draw Term Loan Commitments) not drawn on the Effective Date shall be allocated pro rata among the outstanding Tranches of Revolving Credit Commitments. Revolving Credit Loans denominated in Pounds Sterling shall be RFR Loansexpire immediately after such date.
Appears in 1 contract
The Loans. (a) Subject to the terms and conditions set forth herein,
(i) each Initial Term Loan Lender severally agrees to make term loans (each such loan, an “Initial Term Loan”) to the Initial Borrower on the Closing Date in Dollars in the aggregate amount of such Term Loan Lender’s Term Loan Commitment,
(ii) each 2020 Incremental Term Loan Lender severally agrees to make 2020 Incremental Term Loans to the Borrower on the 2020 Incremental Amendment Effective Date in Dollars in an aggregate amount of up to such 2020 Incremental Term Loan Lender’s 2020 Incremental Term Loan Commitment and
(iii) each 2021 Incremental Term Loan Lender severally agrees to make 2021 Incremental Term Loans to the Borrower on the 2021 Incremental Amendment Funding Date in Dollars in an aggregate amount of up to such 2021 Incremental Term Loan Lender’s 2021 Incremental Term Loan CommitmentThe Revolving Credit Borrowings. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Term Loans may be Base Rate Loans or Term SOFR Loans, as further provided herein.
(b) Subject to the terms and conditions set forth herein, each Initial Revolving Credit Lender severally agrees to make revolving loans in Dollars (each such loan, an a “Initial Revolving Credit Loan”) in Dollars or an Alternative Currency to the Borrower Borrowers from time to time, on any Business Day during the Initial Availability Period, in an aggregate amount up to, not to exceed at any time outstanding, outstanding the amount of such Initial Revolving Credit Lender’s Initial Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Credit Outstandings shall not exceed the Total Revolving Credit CommitmentsFacility, and (ii) the Revolving Credit Exposure shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment. Within the limits of each Revolving Credit ▇▇▇▇▇▇Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, a Borrower the Borrowers may borrow under this Section 2.012.01(c), prepay under Section 2.05, and reborrow under this Section 2.012.01(c). Revolving Credit Loans may be Base Rate Loans, Term SOFR Loans, Eurocurrency Rate Loans or RFR Eurodollar Rate Loans, as further provided herein.
(b) The Term A Borrowing. Each Revolving Credit Subject to the terms and conditions set forth herein, each Term A Lender severally agrees to make a single loan to the Borrowers on the Restatement Date in Dollars in an amount not to exceed such Term A Lender’s Term A Commitment Percentage of the Term A Facility. The Term A Borrowing (including any deemed Revolving Credit Borrowings shall consist of Term A Loans made pursuant to simultaneously by the Term A Lenders in accordance with their respective Applicable Percentage of the Term A Facility. Amounts borrowed under this Section 2.032.01(b) shall and repaid or prepaid may not be allocated pro rata among the outstanding Tranches of Revolving Credit Commitmentsreborrowed. Revolving Credit Term A Loans denominated in Pounds Sterling shall may be RFR Base Rate Loans or Eurodollar Rate Loans, as further provided herein.
Appears in 1 contract
The Loans. (a) Subject to the terms and conditions set forth herein,
(i) each Initial The Term Loan Lender severally agrees to make term loans (each such loan, an “Initial Term Loan”) to the Initial Borrower on the Closing Date in Dollars in the aggregate amount of such Term Loan Lender’s Term Loan Commitment,
(ii) each 2020 Incremental Term Loan Lender severally agrees to make 2020 Incremental Term Loans to the Borrower on the 2020 Incremental Amendment Effective Date in Dollars in an aggregate amount of up to such 2020 Incremental Term Loan Lender’s 2020 Incremental Term Loan Commitment and
(iii) each 2021 Incremental Term Loan Lender severally agrees to make 2021 Incremental Term Loans to the Borrower on the 2021 Incremental Amendment Funding Date in Dollars in an aggregate amount of up to such 2021 Incremental Term Loan Lender’s 2021 Incremental Term Loan CommitmentB Borrowing. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Term Loans may be Base Rate Loans or Term SOFR Loans, as further provided herein.
(b) Subject to the terms and conditions set forth herein, each Initial Term B Lender severally agrees to make a single loan to the Company in U.S. Dollars on the Closing Date in an amount not to exceed such Term B Lender's Term B Commitment. The Term B Borrowing shall consist of Term B Loans made simultaneously by the Term B Lenders in accordance with their respective Term B Commitments. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed. Term B Loans may be Base Rate Loans or Eurocurrency Rate Loans as further provided herein.
(b) The Multicurrency Revolving Credit Borrowings. Subject to the terms and conditions set forth herein, each Multicurrency Revolving Lender severally agrees to make revolving loans (each such loan, an “Initial a "Multicurrency Revolving Credit Loan”") in Dollars or an Alternative Currency to the Borrower Borrowers in one or more Syndicated Currencies from time to time, on any Business Day during the Initial Multicurrency Availability Period, in an aggregate amount up to, not to exceed at any time outstanding, outstanding the amount of such Initial Multicurrency Revolving Credit Lender’s Initial 's Multicurrency Revolving Credit Commitment; provided, however, that after giving effect to any Multicurrency Revolving Credit Borrowing, (i) the Total Multicurrency Revolving Outstandings shall not exceed the Multicurrency Facility, (ii) the aggregate Outstanding Amount of Multicurrency Revolving Loans of any Multicurrency Revolving Lender, plus such Multicurrency Revolving Lender's Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Multicurrency Revolving Lender's Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Multicurrency Revolving Lender's Multicurrency Revolving Commitment, (iii) the Total Revolving Credit CommitmentsOutstandings shall not exceed the Revolving Facility, (iv) the aggregate [Published CUSIP Number: ____] Outstanding Amount of all Foreign Currency Loans made to the Borrowers shall not exceed the Foreign Currency Sublimit and (v) the Outstanding Amount of Multicurrency Revolving Loans denominated in Foreign Syndicated Currencies shall not exceed $40,000,000 (as such amount may be modified from time to time pursuant to Section 2.01(f)). Within the limits of each the Multicurrency Revolving Credit ▇▇▇▇▇▇’s Revolving Credit CommitmentCommitments, and subject to the other terms and conditions hereof, a Borrower the Company may borrow under this Section 2.012.01(b), prepay under Section 2.052.05(a), and reborrow under this Section 2.012.01(b). Multicurrency Revolving Credit Loans denominated in U.S. Dollars may be Base Rate Loans, Term SOFR Loans, Loans or Eurocurrency Rate Loans or RFR and Multicurrency Revolving Loans denominated in a Foreign Syndicated Currency may be Eurocurrency Rate Loans, in each case as further provided herein. Each All Borrowings of Multicurrency Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings Loans made pursuant to Section 2.03) on the Closing Date shall be allocated pro rata among the outstanding Tranches of made as Base Rate Loans (except for Multicurrency Revolving Credit Commitments. Revolving Credit Loans denominated in Pounds Sterling a Foreign Syndicated Currency, which shall be RFR Loansmade on the Closing Date as Eurocurrency Rate Loans with an Interest Period of one month) and may not exceed $50,000,000.
Appears in 1 contract
Sources: Credit Agreement (Invacare Corp)
The Loans. (a) Subject to the terms and conditions set forth herein,
(i) each The Initial Term Loan Lender severally agrees to make term loans (each such loan, an “Initial Term Loan”) to the Initial Borrower on the Closing Date in Dollars in the aggregate amount of such Term Loan Lender’s Term Loan Commitment,
(ii) each 2020 Incremental Term Loan Lender severally agrees to make 2020 Incremental Term Loans to the Borrower on the 2020 Incremental Amendment Effective Date in Dollars in an aggregate amount of up to such 2020 Incremental Term Loan Lender’s 2020 Incremental Term Loan Commitment and
(iii) each 2021 Incremental Term Loan Lender severally agrees to make 2021 Incremental Term Loans to the Borrower on the 2021 Incremental Amendment Funding Date in Dollars in an aggregate amount of up to such 2021 Incremental Term Loan Lender’s 2021 Incremental Term Loan CommitmentBorrowings. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Term Loans may be Base Rate Loans or Term SOFR Loans, as further provided herein.
(b) Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make to the Lead Borrower on the Closing Date loans denominated in Dollars in an aggregate principal amount not to exceed the amount of such T▇▇▇ ▇▇▇▇▇▇’s Term Commitment. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed. Initial Term Loans may be Base Rate Loans or Eurocurrency RateTerm SOFR Loans, as further provided herein.; provided that as of the Amendment No. 2 Effective Date, any outstanding Initial Term Loans that are Eurocurrency Rate Loans (as defined by this Agreement prior to giving effect to Amendment No. 2) prior to giving effect to Amendment No. 2 will continue as Eurocurrency Rate Loans (in accordance with this Agreement prior to giving effect to Amendment No. 2) until the last day of the Interest Period applicable to such Loan (or the next following Business Day if such day is not a Business Day) and, to the extent it remains outstanding on such date, shall be available to be converted by the Borrower to a Term SOFR Loan or a Base Rate Loan.
(b) The Revolving Credit Borrowings. Subject to the terms and conditions set forth herein each Revolving Credit Lender severally agrees to make revolving credit loans denominated in an Approved Currency to the Borrowers from its applicable Lending Office (each such loan, an a “Initial Revolving Credit Loan”) in Dollars or an Alternative Currency to the Borrower from time to timetime as elected by the Borrowers pursuant to Section 2.02, on any Business Day during the Initial Availability Periodperiod from the Closing Date until the Maturity Date with respect to such Revolving Credit Lender’s applicable Revolving Credit Commitment, in an aggregate amount up to, Principal Amount not to exceed at any time outstanding, outstanding the amount of such Initial L▇▇▇▇▇’s Revolving Credit Lender’s Initial Revolving Credit CommitmentCommitment at such time; provided, however, provided that after giving effect to any Revolving Credit Borrowing, the Total Outstandings aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of all Swing Line Loans shall not exceed the Total Revolving Credit Commitments. Within the limits of each Revolving Credit ▇such L▇▇▇▇▇’s Revolving Credit Commitment. Within the limits of each Lender’s Revolving Credit Commitments, and subject to the other terms and conditions hereof, a Borrower the Borrowers may borrow under this Section 2.012.01(b), prepay under Section 2.05, and reborrow under this Section 2.012.01(b). Revolving Credit Loans denominated in Dollars may only be Base Rate Loans, Term SOFR Loans, Eurocurrency Rate Loans or RFR Eurocurrency RateTerm SOFR Loans, as further provided herein.; provided that as of the Amendment No. Each Revolving Credit Borrowing (including 2 Effective Date, any deemed Revolving Credit Borrowings made pursuant to Section 2.03) shall be allocated pro rata among the outstanding Tranches of Revolving Credit Commitments. Revolving Credit Loans that are Eurocurrency Rate Loans (as defined by this Agreement prior to giving effect to Amendment No. 2) prior to giving effect to Amendment No. 2 will continue as Eurocurrency Rate Loans (in accordance with this Agreement prior to giving effect to Amendment No. 2) until the last day of the Interest Period applicable to such Loan (or the next following Business Day if such day is not a Business Day) and, to the extent it remains outstanding on such date, shall be available to be converted by the Borrower to a Term SOFR Loan or a Base Rate Loan.
(c) The Incremental Amendment No. 1 Term Loan Borrowings. Subject to the terms and conditions set forth herein and in Incremental Amendment No. 1, each Incremental Amendment No. 1 Term Lender severally agrees to make to the Borrower on the Incremental Amendment No. 1 Effective Date loans denominated in Pounds Sterling shall be RFR Loans.Dollars in an aggregate principal amount 4849-7283-2717 96
Appears in 1 contract
Sources: Credit Agreement (Bumble Inc.)
The Loans. (a) Subject to On the terms and subject to the conditions set forth herein,
(i) each Initial Term Loan contained in this Agreement, the Lender severally agrees to make term loans (each such loan, an “Initial Term Loan”) to the Initial Borrower on the Closing Date in Dollars in the aggregate amount of such Term Loan Lender’s Term Loan Commitment,
(ii) each 2020 Incremental Term Loan Lender severally agrees to make 2020 Incremental Term Loans to the Borrower on the 2020 Incremental Amendment Effective Date in Dollars in an aggregate amount of up to such 2020 Incremental Term Loan Lender’s 2020 Incremental Term Loan Commitment and
(iii) each 2021 Incremental Term Loan Lender severally agrees to make 2021 Incremental Term Loans to the Borrower on the 2021 Incremental Amendment Funding Date in Dollars in an aggregate amount of up to such 2021 Incremental Term Loan Lender’s 2021 Incremental Term Loan Commitment. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Term Loans may be Base Rate Loans or Term SOFR Loans, as further provided herein.
(b) Subject to the terms and conditions set forth herein, each Initial Revolving Credit Lender severally agrees to make revolving loans (each such loan, an “Initial Revolving Credit Loan”) in Dollars or an Alternative Currency to the Borrower from time to time, time on any Business Day during the Initial Availability Periodperiod from the date hereof to and including the Final Borrowing Date, and to maintain the Loans outstanding to the Borrower on the Final Borrowing Date from such date until the Final Maturity Date with respect to each Loan in an aggregate outstanding principal amount not to exceed ONE HUNDRED FIFTY MILLION DOLLARS ($150,000,000) (the "Commitment") at any time, to be used for the purposes identified in Section 2.14. Notwithstanding anything set forth herein, amounts prepaid pursuant to Section 2.5(b) may not be reborrowed. No portion of the Commitment may be borrowed after the Final Borrowing Date. Each Loan advanced by the Lender in connection with the acquisition of an Approved Motel Facility: (a) shall in no event exceed eighty percent (80%) of the Approved Construction Costs of the respective Approved Motel Facility; and (b) shall be evidenced by the Notes as follows:
(i) the portion of each such Loan up toto but not exceeding seventy-one percent (7l%) of the Approved Construction Costs of the respective Approved Motel Facility shall be evidenced by the Senior Note (the aggregate amount of said portion of all Loans funded hereunder is collectively referred to as the "Senior Tranche"); and (ii) the portion of each such Loan funded in excess of the Senior Tranche up to but not exceeding nine percent (9%) of the Approved Construction Costs of the respective Approved Motel Facility shall be evidenced by the Mezzanine Note (the aggregate amount of said portion of all Loans funded hereunder is collectively referred to as the "Mezzanine Tranche"). Each Loan advanced in connection with an Earnout: (x) shall in no event exceed nine percent (9%) of the Approved Construction Costs of the respective Approved Motel Facility; and (y) shall be evidenced by the Earnout Note (the aggregate amount of the Loans funded hereunder in connection with an Earnout is collectively referred to as the "Earnout Tranche"). The Lender is authorized to endorse, at any time outstanding, such Initial Revolving Credit Lender’s Initial Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowingtime, the Total Outstandings shall not exceed date and amount of the Total Revolving Credit Commitments. Within Senior Tranche, Mezzanine Tranche and Earnout Tranche and the limits date and amount of each Revolving Credit ▇▇▇▇▇▇’s Revolving Credit Commitment, advance and subject reduction of principal with respect to the other terms Senior Tranche, Mezzanine Tranche and conditions hereofEarnout Tranche on the schedule annexed to and constituting a part of the Senior Note, a Borrower may borrow under this Section 2.01Mezzanine Note and the Earnout Note (as applicable), prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Term SOFR Loans, Eurocurrency Rate Loans or RFR Loans, as further provided herein. Each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.03) which endorsement shall be allocated pro rata among constitute prima facie evidence of the outstanding Tranches accuracy of Revolving Credit Commitments. Revolving Credit Loans denominated in Pounds Sterling shall be RFR Loansthe information endorsed.
Appears in 1 contract
The Loans. (a) Subject On the Signing Date, the Term Lenders made a Term Loan to the Borrower pursuant to the Initial Credit Agreement in the amount of $5,500,000, which amount may be reduced or increased pursuant to the terms and conditions set forth herein,
(i) each Initial Term Loan Lender severally agrees to make term loans (each such loan, an “Initial Term Loan”) to the Initial Borrower on the Closing Date in Dollars in the aggregate amount of such Term Loan Lender’s Term Loan Commitment,
(ii) each 2020 Incremental Term Loan Lender severally agrees to make 2020 Incremental Term Loans to the Borrower on the 2020 Incremental Amendment Effective Date in Dollars in an aggregate amount of up to such 2020 Incremental Term Loan Lender’s 2020 Incremental Term Loan Commitment and
(iii) each 2021 Incremental Term Loan Lender severally agrees to make 2021 Incremental Term Loans to the Borrower on the 2021 Incremental Amendment Funding Date in Dollars in an aggregate amount of up to such 2021 Incremental Term Loan Lender’s 2021 Incremental Term Loan Commitmentthis Agreement. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Term Loans may be Base Rate Loans or Term SOFR Loans, as further provided herein.
(b) Subject to the terms and conditions set forth herein, each Initial Revolving Credit Term Lender severally agrees to make revolving (or cause its Applicable Lending Office to make) additional loans denominated in US Dollars (each such loan, an a “Initial Revolving Credit Term Loan”) in Dollars or an Alternative Currency to the Borrower from time to time, on any Business Day during from and after the Initial Availability Period, in an aggregate amount up to, at any time outstanding, such Initial Revolving Credit Lender’s Initial Revolving Credit Commitmentdate hereof until the Term Loan Expiration Date; provided, however, provided that after giving effect to any Revolving Credit Borrowing, proposed Term Loan (a) the Total Outstandings sum of the aggregate outstanding principal amount of Term Loans made by any individual Term Lender and such Term Lender’s ratable portion of the aggregate Available Amount of all outstanding Banker’s Guarantees shall not exceed the Total Revolving Credit amount of such Lender’s Term Commitment and (b) the sum of the aggregate outstanding principal amount of all Term Loans and the aggregate Available Amount under all outstanding Banker’s Guarantees shall not exceed the Facility; provided, further, and notwithstanding any other provision to the contrary in this Agreement, the Lenders severally agree to ratably make a Term Loan to the Borrower upon not less than three (3) Business Days notice from the Borrower to the Administrative Agent (specifying the date and amount of the Term Loan and the duration of the initial Interest Period) upon the termination of a Banker’s Guarantee and in the Dollar Equivalent of the amount thereof, if the beneficiary of such Banker’s Guarantee provides written confirmation to the Administrative Agent, no later than the date of such notice, that such beneficiary will not request any payment under such Banker’s Guarantee after the date of such confirmation if it receives the proceeds of such Term Loan on the date such Term Loan is proposed to be made, and will thereafter promptly return such Banker’s Guarantee to the Banker’s Guarantee Issuer. Each Borrowing shall consist of Term Loans made simultaneously by Lenders ratably according to their Term Commitments. Within the limits of each Revolving Credit ▇▇▇▇▇▇’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, a Borrower may borrow Amounts borrowed under this Section 2.01, prepay under Section 2.05, 2.01 and reborrow under this Section 2.01. Revolving Credit Loans repaid or prepaid may not be Base Rate Loans, Term SOFR Loans, Eurocurrency Rate Loans or RFR Loans, as further provided herein. Each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.03) shall be allocated pro rata among the outstanding Tranches of Revolving Credit Commitments. Revolving Credit Loans denominated in Pounds Sterling shall be RFR Loansreborrowed.
Appears in 1 contract
Sources: Credit Agreement (Igate Corp)
The Loans. (a) Subject to the terms and conditions set forth herein,
(i) each Initial Term Loan Lender severally agrees to make term loans (each such loan, an “Initial Term Loan”) to the Initial Borrower on the Closing Date in Dollars in the aggregate amount of such Term Loan Lender’s Term Loan Commitment,
(ii) each 2020 Incremental Term Loan Lender severally agrees to make 2020 Incremental Term Loans to the Borrower on the 2020 Incremental Amendment Effective Date in Dollars in an aggregate amount of up to such 2020 Incremental Term Loan Lender’s 2020 Incremental Term Loan Commitment and
(iii) each 2021 Incremental Term Loan Lender severally agrees to make 2021 Incremental Term Loans to the Borrower on the 2021 Incremental Amendment Funding Date in Dollars in an aggregate amount of up to such 2021 Incremental Term Loan Lender’s 2021 Incremental Term Loan Commitment. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Term Loans may be Base Rate Loans or Term SOFR Loans, as further provided herein.
(b) Subject to the terms and conditions set forth herein, or in the First Amendment, the Second Amendment or the ThirdFourth Amendment, as applicable:
(a) On the Restatement Effective Date, each Initial Revolving Credit Lender severally agrees to make revolving loans (each such loan, an “Initial Revolving Credit Loan”) in Dollars or an Alternative Currency to the Borrower from time to time, on any Business Day during the Initial Availability Period, in an aggregate amount up to, at any time outstanding, such Initial Revolving Credit Lender’s Initial Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, the Total Outstandings shall not exceed the Total Revolving Credit Commitments. Within the limits of each Revolving Credit ▇▇▇▇▇▇’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, a Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Term SOFR Loans, Eurocurrency Rate Loans or RFR Loans, as further provided herein. Each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.03) shall be allocated pro rata among the outstanding Tranches of Revolving Credit Commitments. Revolving Credit B Loans denominated in Pounds Sterling Dollars in a principal amount equal to such Lender’s Term B Commitment on (and as of) the Restatement Effective Date.
(b) On the First Amendment Effective Date, each Lender severally agrees to make to the Borrower Incremental 2014 Term Loans denominated in Dollars in a principal amount equal to such Lender’s Incremental 2014 Term Commitment on (and as of) the First Amendment Effective Date.
(c) On the Initial Second Amendment Effective Date, (A) each Lender holding Term B Loans that is a 2016 Converting Replacement Term B-1 Loan Lender severally agrees that, without further action by any party to this Agreement, a portion of such Lender’s Term B Loans equal to such Lender’s Allocated Replacement Term B-1 Loan Conversion Amount shall automatically be converted into a 2016 Converted Replacement Term B-1 Loan to the Borrower in Dollars and in like principal amount, (B) each 2016 New Replacement Term B-1 Loan Lender severally agrees to make a 2016 New Replacement Term B-1 Loan to the Borrower on the Initial Second Amendment Effective Date denominated in Dollars in a principal amount not to exceed its 2016 New Replacement Term B-1 Loan Commitment, (C) each Lender holding Incremental 2014 Term Loans that is a 2016 Converting Replacement Term B-2 Loan Lender severally agrees that, without further action by any party to this Agreement, a portion of such Lender’s Incremental 2014 Term Loans equal to such Lender’s Allocated Replacement Term B-2 Loan Conversion Amount shall automatically be converted into a 2016 Converted Replacement Term B-2 Loan to the Borrower in Dollars and in like principal amount and (D) each 2016 New Replacement Term B-2 Loan Lender severally agrees to make a 2016 New Replacement Term B-2 Loan to the Borrower on the Initial Second Amendment Effective Date denominated in Dollars in a principal amount not to exceed its 2016 New Replacement Term B-2 Loan Commitment. Immediately following the incurrence of the 2016 Replacement Term B-1 Loans and the 2016 Replacement Term B-2 Loans, in each case, on the Initial Second Amendment Effective Date (and the application of the proceeds thereof as provided in Section 4(a)(vi) of the Second Amendment), all such 2016 Replacement Term B-2 Loans shall be RFR Loansconverted into 2016 Replacement Term B-1 Loans pursuant to the 2016 Replacement Term Loan Conversion.
(a) [Reserved].
(b) [Reserved].
(c) [Reserved].
(d) [Reserved].
Appears in 1 contract
The Loans. SECTION 2.01. Reducing Revolver Commitments and Revolving Credit Commitments; Reallocation of Commitments.
(a) On the Closing Date, each Lender, if any, whose relative proportion of its Commitment hereunder is increasing over the proportion of the Commitment held by it prior to the Closing Date shall, by assignments from the Lenders which were parties to the Existing Credit Agreement prior to the Closing Date of this Agreement (the "Existing Lenders") (which assignments shall be deemed to occur hereunder automatically, and without any requirement for additional documentation, on the Closing Date) acquire a portion of the Loans and Commitments (as both terms are defined in the Existing Credit Agreement) of the Existing Lenders so designated in such amounts, and the Lenders shall, through the Agent, make such other adjustments among themselves as shall be necessary so that after giving effect to assignments and adjustments, the Lenders shall hold all Loans (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement ratably in accordance with their respective Commitments as reflected on Schedule 2.01(a) and Schedule 2.01(b), respectively. On the Closing Date, all Interest Periods under and as defined in the Existing Credit Agreement in respect of any Eurodollar Loans under and as defined in the Existing Credit Agreement shall automatically be terminated (and the Borrower shall on the Closing Date make payments to the Existing Lenders that held such Eurodollar Loans under Section 2.09 and Section 2.12 of the Existing Credit Agreement to compensate for such termination as if such termination were a payment or prepayment referred to in said Sections 2.09 and 2.12), and subject to the other restrictions contained herein, the Borrower shall be permitted to continue such Eurodollar Loans or to convert such Eurodollar Loans into Alternate Base Loans hereunder.
(b) The Agent shall notify each Lender of the amount of Loans required to be made by such Lender (if any) to the Borrower on the Closing Date, and of any other assignments or adjustments that the Agent deems necessary and advisable such that after giving effect to the transactions contemplated to occur on the Closing Date, each Lender's Commitment shall be in accordance with the Commitments set forth opposite its name on Schedule 2.01(a) and Schedule 2.01(b). Each Lender's Loans to the Borrower shall not exceed its pro rata portion of all Loans then outstanding to the Borrower, and the unused Commitments of all Lenders plus all outstanding Loans under and as defined in the Existing Credit Agreement, as amended hereby, shall not exceed the Total Commitment. Any such assignments shall be deemed to occur hereunder automatically on the Closing Date and without any requirement for additional documentation, and in the case of any such assignment, the assigning party shall be deemed to represent and warrant to each assignee that it has not created any adverse claim upon the interest being assigned and that such interest is free and clear of any adverse claim. Each Lender hereby agrees to give effect to the instructions of the Agent to such Lender contained in the notice described above.
(c) Subject to the terms and conditions and relying upon the representations and warranties herein set forth herein,
(i) forth, each Initial Term Loan Lender Lender, severally and not jointly, agrees to make term loans (each such loan, an “Initial Term Loan”) Reducing Revolver Loans to the Initial Borrower, at any time and from time to time, the Borrower on having the right to borrow, repay and reborrow, from the Closing Date to the Reducing Revolver Termination Date, in Dollars in an aggregate principal amount at any time outstanding not to exceed the aggregate amount of such Term Loan Lender’s Term Loan Commitment,
(ii's Reducing Revolver Commitment then in effect set forth opposite its name in Schedule 2.01(a) each 2020 Incremental Term Loan Lender severally agrees hereto. If the unpaid amount of the Reducing Revolver Loans at any time exceeds the Total Reducing Revolver Commitment then in effect, for any reason including but not limited to the passage of time, Borrower shall make 2020 Incremental Term a paydown on the Reducing Revolver Loans in an amount sufficient to reduce the unpaid balance of the Reducing Revolver Loans to an amount no greater than the Borrower Total Reducing Revolver Commitment then in effect. Such mandatory paydown shall be accompanied by all accrued and unpaid interest on the 2020 Incremental Amendment Effective Date in Dollars in an aggregate amount of up to such 2020 Incremental Term Loan Lender’s 2020 Incremental Term Loan Commitment and
(iii) each 2021 Incremental Term Loan Lender severally agrees to make 2021 Incremental Term Loans to the Borrower on the 2021 Incremental Amendment Funding Date in Dollars in an aggregate amount of up to such 2021 Incremental Term Loan Lender’s 2021 Incremental Term Loan Commitment. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Term Loans may be Base Rate Loans or Term SOFR Loans, as further provided hereinprepaid.
(bd) Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, each Initial Revolving Credit Lender Lender, severally and not jointly, agrees to make revolving loans (each such loan, an “Initial Revolving Credit Loan”) in Dollars or an Alternative Currency Loans to the Borrower Borrower, at any time and from time to time, on any Business Day during the Initial Availability PeriodBorrower having the right to borrow, repay and reborrow, from the Closing Date to the Revolving Credit Termination Date, in an aggregate principal amount up to, at any time outstanding, outstanding not to exceed the amount of such Initial Lender's Revolving Credit Lender’s Initial Revolving Credit Commitment; providedCommitment set forth opposite its name in Schedule 2.01(b) hereto. Notwithstanding the foregoing, however, that after giving effect to any Revolving Credit Borrowing, at no time shall the Total Outstandings shall not exceed sum of (i) the Total Revolving Credit Commitments. Within the limits aggregate principal amount of each Revolving Credit ▇▇▇▇▇▇’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, a Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans may be outstanding and (ii) the aggregate principal amount of Swingline Loans outstanding, exceed the Borrowing Base Rate Loans, Term SOFR Loans, Eurocurrency Rate Loans or RFR Loans, as further provided hereinthen in effect. Each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.03) shall be allocated pro rata among If the outstanding Tranches unpaid amount of Revolving Credit Commitments. the Revolving Credit Loans denominated at any time exceeds the Borrowing Base then in Pounds Sterling effect, Borrower shall make a paydown on the Revolving Credit Loans in an amount sufficient to reduce the unpaid balance of the Revolving Credit Loans to an amount no greater than the Borrowing Base. Such mandatory paydown shall be RFR Loansaccompanied by all accrued and unpaid interest on the amount prepaid.
Appears in 1 contract
The Loans. (a) The Initial Term Loan Borrowings. Subject to the terms and conditions set forth herein,
(i) , each Initial Term Loan Lender severally agrees to make term loans (each such loan, an “Initial Term Loan”) to the Initial Borrower on the Closing Date in Dollars in the aggregate amount of such Term Loan Lender’s Term Loan Commitment,
(ii) each 2020 Incremental Term Loan Lender severally agrees to make 2020 Incremental Term Loans to the Borrower on the 2020 Incremental Amendment Effective Date loans denominated in Dollars in an aggregate principal amount not to exceed the amount of up to such 2020 Incremental Term Loan Lender’s 2020 Incremental Term Loan Commitment and
(iii) each 2021 Incremental Term Loan Lender severally agrees to make 2021 Incremental Term Loans to the Borrower on the 2021 Incremental Amendment Funding Date in Dollars in an aggregate amount of up to such 2021 Incremental Term Loan Lender’s 2021 Incremental Term Loan Commitment. Amounts borrowed under this Section 2.01(a) and repaid or prepaid in respect of Term Loans may not be reborrowed. Initial Term Loans may be Base Rate Loans or Term SOFR Eurocurrency Rate Loans, as further provided herein.
(b) The Revolving Credit Borrowings. Subject to the terms and conditions set forth herein, herein each Initial Revolving Credit Lender severally agrees to make revolving credit loans denominated in an Approved Currency to the Borrower from its applicable Lending Office (each such loan, an a “Initial Revolving Credit Loan”) in Dollars or an Alternative Currency to the Borrower from time to timetime as elected by the Borrower pursuant to Section 2.02, on any Business Day during the Initial Availability Periodperiod from the Closing Date until the Maturity Date with respect to such Revolving Credit Lender’s applicable Revolving Credit Commitment, in an aggregate amount up to, Principal Amount not to exceed at any time outstanding, outstanding the amount of such Initial Lender’s Revolving Credit Lender’s Initial Revolving Credit CommitmentCommitment at such time; provided, however, provided that after giving effect to any Revolving Credit Borrowing, the Total Outstandings aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of all Swing Line Loans shall not exceed the Total such Lender’s Revolving Credit CommitmentsCommitment. Within the limits of each Revolving Credit ▇▇▇▇▇▇Lender’s Revolving Credit CommitmentCommitments, and subject to the other terms and conditions hereof, a the Borrower may borrow under this Section 2.012.01(b), prepay under Section 2.05, and reborrow under this Section 2.012.01(b). Revolving Credit Loans denominated in Dollars may be Base Rate Loans, Term SOFR Loans, Loans or Eurocurrency Rate Loans or RFR Loans, as further provided herein. Each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.03) shall be allocated pro rata among the outstanding Tranches of Revolving Credit Commitments. Revolving Credit Loans denominated in Pounds Sterling shall be RFR Loans.
Appears in 1 contract
Sources: Credit Agreement (Alight Inc. / DE)
The Loans. (a) Subject to the terms and conditions set forth herein,
(i) in Section 4.01 hereof, each Initial Term Loan Lender severally agrees to make term loans to the Borrower on the Closing Date (each such loan, an i) Loans (the “Initial Term A Loans”) denominated in Dollars in an aggregate principal amount not to exceed the amount listed opposite such Lender’s name on Schedule 2.01 hereto under the heading “Initial A Loan Commitment” and (ii) Loans (the “Initial B Loans”) denominated in Dollars in an aggregate principal amount not to exceed the amount listed opposite such Lender’s name on Schedule 2.01 hereto under the heading “Initial B Loan Commitment”. Amounts borrowed under Section 2.01(a) and repaid or prepaid may not be reborrowed.
(b) Upon the satisfaction or waiver of the conditions precedent specified in Section 4.02, and, if applicable, the Delayed Draw Escrow Agreement, each Lender with a Delayed Draw Commitment severally agrees to make a loan (the “Delayed Draw Loan”) to the Initial Borrower, and the Borrower on hereby directs each Lender to pay to the Closing Date Delayed Draw Escrow Agent, in Dollars in Dollars, an aggregate principal amount equal to the aggregate amount of listed opposite such Term Loan Lender’s Term Loan name on Schedule 2.01 hereto under the heading “Delayed Draw Commitment,
(ii) each 2020 Incremental Term Loan Lender severally agrees to ”. The Borrower may only make 2020 Incremental Term Loans to one Borrowing under the Borrower on the 2020 Incremental Amendment Effective Date in Dollars in an aggregate amount of up to such 2020 Incremental Term Loan Lender’s 2020 Incremental Term Loan Commitment and
(iii) each 2021 Incremental Term Loan Lender severally agrees to make 2021 Incremental Term Loans to the Borrower on the 2021 Incremental Amendment Funding Date in Dollars in an aggregate amount of up to such 2021 Incremental Term Loan Lender’s 2021 Incremental Term Loan Delayed Draw Commitment. Amounts repaid or prepaid in respect of Term Loans may not , which shall be reborrowed. Term Loans may be Base Rate Loans or Term SOFR Loans, as further provided herein.
(b) Subject to the terms and conditions set forth herein, each Initial Revolving Credit Lender severally agrees to make revolving loans (each such loan, an “Initial Revolving Credit Loan”) in Dollars or an Alternative Currency to the Borrower from time to time, advanced on any Business Day during the Initial period from the Business Day immediately following the Closing Date until the Delayed Draw Commitment Expiration Date (the “Delayed Draw Availability Period, ”). Amounts borrowed under this Section 2.01(b) and repaid or prepaid may not be reborrowed. The Borrowing of the Delayed Draw Loan shall be in an aggregate principal amount up to, at any time outstanding, such Initial Revolving Credit Lender’s Initial Revolving Credit equal to the full undrawn portion of the Delayed Draw Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing. Upon the Borrowing of the Delayed Draw Loan, the Total Outstandings shall not exceed the Total Revolving Credit Commitments. Within the limits Delayed Draw Commitment of each Revolving Credit ▇▇▇▇▇▇’s Revolving Credit CommitmentLender shall be permanently reduced by the amount so funded by such Lender, and subject to upon the other terms and conditions hereof, a Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Term SOFR Loans, Eurocurrency Rate Loans or RFR Loans, as further provided herein. Each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.03) Delayed Draw Commitment Expiration Date the Delayed Draw Commitments of all Lenders shall be allocated pro rata among the outstanding Tranches of Revolving Credit Commitments. Revolving Credit Loans denominated in Pounds Sterling shall be RFR Loansreduced to zero.
Appears in 1 contract
Sources: Credit Agreement (Babcock & Wilcox Enterprises, Inc.)
The Loans. (a) Term A US BorrowingsBorrowing. Subject to the terms and conditions set forth herein,
(i) hereinOn the 2021 Refinancing Amendment Effective Date, subject to and in accordance with the terms of the 2021 Refinancing Amendment, each Initial Term Loan A US Lender severally agrees to make up to threemade (or extended or renewed, as applicable, with respect to term A loans (each such loan, an “Initial Term Loan”) outstanding under this Agreement immediately prior to the Initial Borrower on the Closing Date 2021 Refinancing Amendment Effective Date, such that such term A loans were extended or renewed as Term A US Loans hereunder) a single loan in Dollars in the aggregate amount of such Term Loan Lender’s Term Loan Commitment,
(ii) each 2020 Incremental Term Loan Lender severally agrees to make 2020 Incremental Term Loans to the Borrower on the 2020 Incremental Amendment Effective Date in Dollars in an aggregate amount of up to such 2020 Incremental Term Loan Lender’s 2020 Incremental Term Loan Commitment and
(iii) each 2021 Incremental Term Loan Lender severally agrees to make 2021 Incremental Term Loans to the Borrower on the 2021 Incremental Amendment Funding Date in Dollars in an aggregate amount of up to such 2021 Incremental Term Loan Lender’s 2021 Incremental Term Loan Commitment. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Term Loans may be Base Rate Loans or Term SOFR Loans, as further provided herein.
(b) Subject to the terms and conditions set forth herein, each Initial Revolving Credit Lender severally agrees to make revolving loans (each such loan, an “Initial Revolving Credit Loan”) in Dollars or an Alternative Currency to the Borrower Company from time to time, on any Business Day during the Initial Availability PeriodPeriod for the Term A Facility, in an aggregate amount up to, at any time outstanding, for all such Initial Revolving Credit drawings not to exceed such Term A US Lender’s Initial Revolving Credit Term A US Commitment; provided, however, that after giving effect to any Revolving Credit Term A US Borrowing, (i) the Total Outstandings aggregate principal amount of all Term A US Borrowings shall not exceed the Total Revolving Credit aggregate Term A US Commitments of all Term A US Lenders and (ii) the aggregate principal amount of all Term A US Borrowings of any Term A US Lender shall not exceedequal to such Term A US Lender’s Term A US Commitment. EachThe Term A US Borrowing shall consistconsists of Term A US Loans made simultaneously by the Term A US Lenders in accordance with their respective Term A US Commitments. Within the limits of each Revolving Credit ▇▇▇▇▇▇’s Revolving Credit Commitment, and subject pursuant to the other terms and conditions hereof, a Borrower may borrow of the 2021 Refinancing Amendment. Amounts borrowed under this Section 2.01, prepay 2.01(a)the Term A US Facility on the 2021 Refinancing Amendment Effective Date and repaid or prepaid may not be reborrowed. The Term A US Loans made pursuant to the Term A US Borrowings under Section 2.05, and reborrow under this Section 2.01the 2021 Refinancing Amendment shall constitute a single Term A US Facility. Revolving Credit Term A US Loans may be Base Rate Loans, Term SOFR Loans, Loans or Eurocurrency Rate Loans or RFR Loans, as further provided herein. Each Revolving Credit Borrowing .
(including any deemed Revolving Credit Borrowings made pursuant to Section 2.03b) shall be allocated pro rata among the outstanding Tranches of Revolving Credit Commitments. Revolving Credit Loans denominated in Pounds Sterling shall be RFR Loans[Reserved.]
Appears in 1 contract
Sources: Credit Agreement (Aecom)
The Loans. (a) The Borrowings.
(i) (ts) On the Closing Date, pursuant to the Restatement Agreement (whether by way of exchange of existing extensions of credit under the Existing Credit Agreement or by way of new extensions of credit) each Term Lender severally agrees to make Term B Loans available to the Borrower on the Closing Date in accordance with the Commitment of such Term Lender, (ut) upon the terms and subject to the conditions set forth in the First Amendment, each 2019 Incremental Lender severally agrees to make 2019 Incremental Loans in Dollars to the Borrower on the First Incremental Facility Closing Date in an aggregate amount not to exceed the amount of such 2019 Incremental Lender’s 2019 Incremental Commitment, (vu) subject to the terms and conditions set forth in the Second Amendment and this Agreement (as amended thereby), (1) each New 2020 Replacement Term Loan Lender severally agrees to make to the Borrower on the Second Amendment Closing Date New 2020 Replacement Term Loans in an aggregate amount not to exceed the amount of such New 2020 Replacement Term Loan Lender’s 2020 Replacement Term Loan Commitment, (2) each 2020 Converting Term Lender severally agrees, that, pursuant to the 2020 Replacement Term Loan Conversion, without any further action by any party to this Agreement, the portion of such 2020 Converting Term Lender’s Term B Loans equal to such 2020 Converting Term Lender’s 2020 Replacement Term Loan Conversion Amount shall automatically be converted into 2020 Replacement Term Loans in a like principal amount on the Second Amendment Closing Date and (3) each 2020 Converting Incremental Lender severally agrees, that, pursuant to the 2020 Replacement Incremental Loan Conversion, without any further action by any party to this Agreement, the portion of such 2020 Converting Incremental Lender’s 2019 Incremental Loans equal to such 2020 Converting Incremental Lender’s 2020 Replacement Incremental Loan Conversion Amount shall automatically be converted into 2020 Replacement Incremental Loans in a like principal amount on the Second Amendment Closing Date (such term loans made by the New 2020 Replacement Term Loan Lenders, the 2020 Converting Term Lenders and the 2020 Converting Incremental Lenders, collectively, the “2020 Replacement Term Loans”), (wv) upon the terms and subject to the conditions set forth in the Fourth Amendment, each 2021 Incremental Lender severally agrees to make 2021 Incremental Loans in Dollars to the Borrower on the Fourth Incremental Facility Closing Date in an aggregate amount not to exceed the amount of such 2021 Incremental Lender’s 2021 Incremental Commitment, (xw) upon the terms and subject to the conditions set forth in the Fifth Amendment, each 2022 Incremental Lender severally agrees to make 2022 Incremental Loans in Dollars to the Borrower on the Fifth Incremental Facility Closing Date in an aggregate amount not to exceed the amount of such 2022 Incremental Lender’s 2022 Incremental Commitment, (yx) upon the terms and subject to the conditions set forth in the Sixth Amendment, the 2022-2 Incremental Lender agrees to make 2022 Incremental Loans in Dollars to the Borrower on the Sixth Incremental Facility Closing Date in an aggregate amount not to exceed the amount of the 2022-2 Incremental Lender’s 2022-2 Incremental Commitment and, (zy) subject to the terms and conditions set forth in the Eighth Amendment and this Agreement (as amended thereby), (1) each New 2023 Replacement Term Loan Lender severally agrees to make to the Borrower on the Eighth Amendment Closing Date New 2023 Replacement Term Loans in an aggregate amount not to exceed the amount of such New 2023 Replacement Term Loan Lender’s 2023 Replacement Term Loan Commitment and (2) each 2023 Converting Incremental Lender severally agrees, that, pursuant to the 2023 Replacement Incremental Loan Conversion, without any further action by any party to this Agreement, the portion of such 2023 Converting Incremental Lender’s 2022-2 Incremental Loans equal to such 2023 Converting Incremental Lender’s 2023 Replacement Incremental Loan Conversion Amount shall automatically be converted into 2023 Replacement Incremental Loans in a like principal amount on the Eighth Amendment Closing Date (such term loans made by the New 2023 Replacement Term Loan Lenders and the 2023 Converting Incremental Lenders, collectively, the “2023 Replacement Term Loans”) and (z) upon the terms and subject to the conditions set forth in the Ninth Amendment, the 2024 Incremental Lender severally agrees to make 2024 Incremental Loans in Dollars to the Borrower on the Ninth Amendment Closing Date in an aggregate amount not to exceed the amount of such 2024 Incremental Lender’s 2024 Incremental Commitment. No costs shall be payable under Section 3.05 in connection with the transactions consummated under this Section 2.01.
(ii) Subject to the terms and conditions set forth herein,
(i) in any Incremental Amendment or Refinancing Amendment providing for, as applicable, the making, exchange, renewal, replacement or refinancing of Term Loans, each Initial Term Loan Lender party thereto severally agrees to make term loans (each such loanto, an “Initial as applicable, make, exchange, renew, replace or refinance Term Loan”) to the Initial Borrower Loans on the Closing Date date specified therein in Dollars in an aggregate amount not to exceed the aggregate amount of such Term Loan Lender’s Term Loan Commitment,
(ii) each 2020 Incremental Term Loan Lender severally agrees to make 2020 Incremental Term Loans to the Borrower on the 2020 Incremental Amendment Effective Date in Dollars in an aggregate amount of up to such 2020 Incremental Term Loan Lender’s 2020 Incremental Term Loan Commitment and
(iii) each 2021 Incremental Term Loan Lender severally agrees to make 2021 Incremental Term Loans to the Borrower on the 2021 Incremental Amendment Funding Date in Dollars in an aggregate amount of up to such 2021 Incremental Term Loan Lender’s 2021 Incremental Term Loan Commitmentas set forth therein. Amounts borrowed, exchanged, renewed, replaced or refinanced under this Section 2.01(a) and repaid or prepaid in respect of Term Loans may not be reborrowed. Term Loans may be Base Rate Loans or Term SOFR Loans, as further provided herein.
(b) Subject to the terms and conditions set forth herein, each Initial Revolving Credit Lender severally agrees to make revolving loans (each such loan, an “Initial Revolving Credit Loan”) in Dollars or an Alternative Currency to the Borrower from time to time, on any Business Day during the Initial Availability Period, in an aggregate amount up to, at any time outstanding, such Initial Revolving Credit Lender’s Initial Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, the Total Outstandings shall not exceed the Total Revolving Credit Commitments. Within the limits of each Revolving Credit ▇▇▇▇▇▇’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, a Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Term SOFR Loans, Eurocurrency Rate Loans or RFR Loans, as further provided herein. Each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.03) shall be allocated pro rata among the outstanding Tranches of Revolving Credit Commitments. Revolving Credit Loans denominated in Pounds Sterling shall be RFR Loans[Reserved].
Appears in 1 contract
The Loans. (a) Subject to the terms and conditions set forth herein,
(i) , each Initial Term Loan Lender severally agrees to make term loans (each such loan, an a “Initial Term Revolving Tranche A Credit Loan”) to the Initial Borrower from time to time, on any Business Day during the Closing Date in Dollars in the aggregate amount of such Term Loan Lender’s Term Loan Commitment,
(ii) each 2020 Incremental Term Loan Lender severally agrees to make 2020 Incremental Term Loans to the Borrower on the 2020 Incremental Amendment Effective Date in Dollars Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of up to such 2020 Incremental Term Loan Lender’s 2020 Incremental Term Loan Commitment and
Commitment; provided, however, that after giving effect to any Revolving Tranche A Credit Borrowing, (iiii) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Commitment. Within the limits of each 2021 Incremental Term Loan Lender severally agrees to make 2021 Incremental Term Loans Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrower on the 2021 Incremental Amendment Funding Date in Dollars in an aggregate amount of up to such 2021 Incremental Term Loan Lender’s 2021 Incremental Term Loan Commitmentmay borrow under this Section 2.01(a), prepay under Section 2.05, and reborrow under this Section 2.01(a). Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Term Revolving Tranche A Credit Loans may be Base Rate Loans or Term SOFR Eurodollar Rate Loans, as further provided herein.
(b) Subject to the terms and conditions set forth herein, each Initial Revolving Credit Lender severally agrees to make revolving loans a loan (each such loan, an a “Initial Revolving Tranche B Credit Loan”) in Dollars or an Alternative Currency to the Borrower from time to timeon the IPO Closing Date, on any which date must be a Business Day during the Initial Availability Period, in an aggregate amount up to, not to exceed at any time outstanding, outstanding the amount of such Initial Revolving Credit Lender’s Initial Revolving Credit Commitment; provided, however, that (x) after giving effect to any Revolving Tranche B Credit Borrowing, (i) the Total Outstandings shall not exceed the Total Aggregate Commitments, (ii) the Revolving Credit Commitments. Within Exposure of any Lender shall not exceed such Lender’s Commitment and (iii) the limits of each Total Tranche B Outstandings shall not exceed the Revolving Credit ▇▇▇▇▇▇’s Revolving Credit Commitment, Tranche B Sublimit and subject (y) it shall be a condition to the other terms and conditions hereofLenders’ obligations to make the Revolving Tranche B Loan that, a substantially contemporaneously with the funding thereof, the Borrower may borrow under this Section 2.01, prepay shall make the mandatory prepayment required under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Term SOFR Loans, Eurocurrency Rate Loans or RFR Loans, as further provided herein. Each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.032.05(b)(iv) shall be allocated pro rata among the outstanding Tranches of Revolving Credit Commitments. Revolving Credit Loans denominated in Pounds Sterling shall be RFR Loanshereof.
Appears in 1 contract
Sources: Credit Agreement
The Loans. (a) Subject to The Lenders who have issued a Revolving Loan Commitment agree, severally in accordance with their respective Commitment Ratios for the Revolving Loan Commitment and not jointly, upon the terms and subject to the conditions set forth herein,of this Agreement, to lend and re-lend to the Borrower, on and after the Agreement Date (provided that the Term Loans have been fully drawn), amounts requested by the Borrower which, in the aggregate, do not exceed at any time the amount of the Revolving Loan Commitment. Advances under the Revolving Loan Commitment may be repaid and reborrowed as provided in Section 2.2 hereof in order to reborrow Eurodollar Advances for new Interest Periods, to effect changes in the Interest Rate Bases applicable to the Advances hereunder, or otherwise. Revolving Loans will bear interest at the Eurodollar Basis or the Base Rate Basis as provided in Section 2.3 hereof.
(ib) each Initial The Lenders who have agreed to make Tranche A Term Loans agree, severally in accordance with their respective Commitment Ratios for the Tranche A Term Loan Lender severally agrees Commitment and not jointly, upon the terms and subject to the conditions of this Agreement, to lend to the Borrower, on or prior to December 31, 1998, in multiple Advances, an aggregate amount not to exceed $250,000,000. Tranche A Term Loans will bear interest at the Eurodollar Basis or the Base Rate Basis as provided in Section 2.3 hereof.
(c) The Lenders who have agreed to make term loans (each such loanTranche B Term Loans agree, an “Initial severally and in accordance with their respective Commitment Ratios for the Tranche B Term Loan”) Loan Commitment and not jointly, upon the terms and subject to the Initial Borrower on the Closing Date in Dollars in the aggregate amount conditions of such Term Loan Lender’s Term Loan Commitment,
(ii) each 2020 Incremental Term Loan Lender severally agrees this Agreement, to make 2020 Incremental Term Loans lend to the Borrower on the 2020 Incremental Amendment Effective Date Agreement Date, an amount not to exceed $250,000,000. Tranche B Term Loans will bear interest at the Eurodollar Basis or the Base Rate Basis as provided in Dollars in an aggregate amount of Section 2.3 hereof.
(d) The Borrower may also borrow up to such 2020 Incremental Term Loan Lender’s 2020 Incremental Term Loan Commitment and
$200,000,000 of Additional Facility Indebtedness, subject to the following conditions: (iiii) each 2021 Incremental Term Loan Lender severally agrees the Additional Facility Indebtedness shall be acceptable to make 2021 Incremental Term Loans the Majority Lenders and on terms and conditions no more favorable to the Borrower on the 2021 Incremental Amendment Funding Date in Dollars in an aggregate amount of up to such 2021 Incremental Term Loan Lender’s 2021 Incremental Term Loan Commitment. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Term Loans may be Base Rate Loans or Term SOFR Loans, as further provided herein.
(b) Subject to than the terms and conditions set forth herein, of the Tranche B Term Loans and shall have a final maturity no earlier than the Final Maturity Date; (ii) each Initial Revolving Credit Lender severally agrees to make revolving loans hereunder shall be offered the opportunity (each such loan, an “Initial Revolving Credit Loan”) in Dollars or an Alternative Currency to the Borrower from time to time, on any Business Day during the Initial Availability Period, in an aggregate amount up to, at any time outstanding, such Initial Revolving Credit Lender’s Initial Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, the Total Outstandings but shall not exceed be obligated) to issue a commitment for its pro rata share of such Additional Facility Indebtedness; and (iii) the Total Revolving Credit Commitments. Within the limits of each Revolving Credit ▇▇▇▇▇▇’s Revolving Credit Commitment, Additional Facility Indebtedness shall constitute Obligations hereunder and subject to shall rank pari passu with the other terms and conditions hereof, a Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Term SOFR Loans, Eurocurrency Rate Loans or RFR Loans, as further provided herein. Each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.03) shall be allocated pro rata among the outstanding Tranches of Revolving Credit Commitments. Revolving Credit Loans denominated in Pounds Sterling shall be RFR LoansObligations.
Appears in 1 contract
The Loans. (a) Subject to the terms and conditions set forth herein,
(i) herein each Initial Term Loan Revolving Credit Lender severally agrees to make term revolving credit loans denominated in an Approved Currency to the Borrower from its applicable Lending Office (each such loan, an a “Initial Term Revolving Credit Loan”) from time to time as elected by the Initial Borrower pursuant to Section 2.02, on any Business Day during the period from the Closing Date until the Maturity Date with respect to such Revolving Credit Lender’s applicable Revolving Credit Commitment; provided that after giving effect to any Revolving Credit Borrowing (x) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Protective Advances shall not exceed such Lender’s Revolving Credit Commitment and (y) the Availability Conditions would be satisfied. Within the limits of each Lender’s Revolving Credit Commitments, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(a), prepay under Section 2.05, and reborrow under this Section 2.01(a). Revolving Credit Loans denominated in Dollars in the aggregate amount of such Term Loan Lender’s Term Loan Commitment,
(ii) each 2020 Incremental Term Loan Lender severally agrees to make 2020 Incremental Term Loans to the Borrower on the 2020 Incremental Amendment Effective Date in Dollars in an aggregate amount of up to such 2020 Incremental Term Loan Lender’s 2020 Incremental Term Loan Commitment and
(iii) each 2021 Incremental Term Loan Lender severally agrees to make 2021 Incremental Term Loans to the Borrower on the 2021 Incremental Amendment Funding Date in Dollars in an aggregate amount of up to such 2021 Incremental Term Loan Lender’s 2021 Incremental Term Loan Commitment. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Term Loans may be Base Rate Loans or Term SOFR Eurocurrency Rate Loans and Revolving Credit Loans denominated in an Approved Foreign Currency may be Eurocurrency Rate Loans, as further provided herein.
(b) Subject to the terms and conditions set forth herein, each Initial Revolving Credit Lender severally agrees to make revolving loans (each such loan, an “Initial Revolving Credit Loan”) in Dollars or an Alternative Currency to the Borrower from time to time, on any Business Day during the Initial Availability PeriodThe Administrative Agent shall be authorized, in an aggregate amount up toits discretion, at any time outstandingthat any conditions in Section 4.02 are not satisfied, to make loans in Dollars (any such Initial loans made pursuant to this Section 2.01(b), “Protective Advances”) under the Revolving Credit Facility (a) up to an aggregate amount not to exceed 5.00% of the Borrowing Base outstanding at any time, if the Administrative Agent reasonably deems such Protective Advances necessary or desirable to preserve or protect Collateral, or to enhance the collectability or repayment of Obligations; or (b) to pay any other amounts chargeable to Loan Parties under any Loan Documents, including costs, fees and expenses. Protective Advances shall constitute Obligations secured by the Collateral and shall be entitled to all of the benefits of the Loan Documents. Immediately upon the making of a Protective Advance, each applicable Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Administrative Agent a risk participation in such Protective Advance made under the Revolving Credit Facility, each Revolving Credit Lender shall purchase a risk participation in such Protective Advance in an amount equal to the product of such Revolving Credit Lender’s Initial Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, Applicable Adjusted Percentage times the Total Outstandings shall not exceed the Total Revolving Credit Commitments. Within the limits principal amount of each Revolving Credit ▇▇▇▇▇▇’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, such Protective Advance (a Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Term SOFR Loans, Eurocurrency Rate Loans or RFR Loans, as further provided herein. Each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.03) shall be allocated pro rata among the outstanding Tranches of Revolving Credit Commitments. Revolving Credit Loans denominated in Pounds Sterling shall be RFR Loans.“
Appears in 1 contract
The Loans. (a) Subject to the terms and conditions set forth herein,
(i) each Initial Term Loan Lender severally agrees to make term loans (each such loan, an “Initial Term Loan”) to the Initial Borrower on the Closing Date in Dollars in the aggregate amount of such Term Loan Lender’s Term Loan Commitment,
(ii) each 2020 Incremental Term Loan Lender severally agrees to make 2020 Incremental Term Loans to the Borrower on the 2020 Incremental Amendment Effective Date in Dollars in an aggregate amount of up to such 2020 Incremental Term Loan Lender’s 2020 Incremental Term Loan Commitment and
(iii) each 2021 Incremental Term Loan Lender severally agrees to make 2021 Incremental Term Loans to the Borrower on the 2021 Incremental Amendment Funding Date in Dollars in an aggregate amount of up to such 2021 Incremental Term Loan Lender’s 2021 Incremental Term Loan Commitment. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Term Loans may be Base Rate Loans or Term SOFR Loans, as further provided herein.
(b) Subject to the terms and conditions set forth herein, or in the First Amendment or, the Second Amendment or the Third Amendment, as applicable:
(a) On the Restatement Effective Date, each Initial Revolving Credit Lender severally agrees to make revolving loans (each such loan, an “Initial Revolving Credit Loan”) in Dollars or an Alternative Currency to the Borrower from time to time, on any Business Day during the Initial Availability Period, in an aggregate amount up to, at any time outstanding, such Initial Revolving Credit Lender’s Initial Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, the Total Outstandings shall not exceed the Total Revolving Credit Commitments. Within the limits of each Revolving Credit ▇▇▇▇▇▇’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, a Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Term SOFR Loans, Eurocurrency Rate Loans or RFR Loans, as further provided herein. Each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.03) shall be allocated pro rata among the outstanding Tranches of Revolving Credit Commitments. Revolving Credit B Loans denominated in Pounds Sterling Dollars in a principal amount equal to such Lender’s Term B Commitment on (and as of) the Restatement Effective Date.
(b) On the First Amendment Effective Date, each Lender severally agrees to make to the Borrower Incremental 2014 Term Loans denominated in Dollars in a principal amount equal to such Lender’s Incremental 2014 Term Commitment on (and as of) the First Amendment Effective Date.
(c) On the Initial Second Amendment Effective Date, (A) each Lender holding Term B Loans that is a 2016 Converting Replacement Term B-1 Loan Lender severally agrees that, without further action by any party to this Agreement, a portion of such Lender’s Term B Loans equal to such Lender’s Allocated Replacement Term B-1 Loan Conversion Amount shall automatically be converted into a 2016 Converted Replacement Term B-1 Loan to the Borrower in Dollars and in like principal amount, (B) each 2016 New Replacement Term B-1 Loan Lender severally agrees to make a 2016 New Replacement Term B-1 Loan to the Borrower on the Initial Second Amendment Effective Date denominated in Dollars in a principal amount not to exceed its 2016 New Replacement Term B-1 Loan Commitment, (C) each Lender holding Incremental 2014 Term Loans that is a 2016 Converting Replacement Term B-2 Loan Lender severally agrees that, without further action by any party to this Agreement, a portion of such Lender’s Incremental 2014 Term Loans equal to such Lender’s Allocated Replacement Term B-2 Loan Conversion Amount shall automatically be converted into a 2016 Converted Replacement Term B-2 Loan to the Borrower in Dollars and in like principal amount and (D) each 2016 New Replacement Term B-2 Loan Lender severally agrees to make a 2016 New Replacement Term B-2 Loan to the Borrower on the Initial Second Amendment Effective Date denominated in Dollars in a principal amount not to exceed its 2016 New Replacement Term B-2 Loan Commitment. Immediately following the incurrence of the 2016 Replacement Term B-1 Loans and the 2016 Replacement Term B-2 Loans, in each case, on the Initial Second Amendment Effective Date (and the application of the proceeds thereof as provided in Section 4(a)(vi) of the Second Amendment), all such 2016 Replacement Term B-2 Loans shall be RFR Loansconverted into 2016 Replacement Term B-1 Loans pursuant to the 2016 Replacement Term Loan Conversion.
(d) On the Third Amendment Effective Date, (A) each Lender holding 2016 Replacement Term B-1 Loans that is a 2018 Converting Replacement Term B Loan Lender severally agrees that, without further action by any party to this Agreement, a portion of such Lender’s 2016 Replacement Term B-1 Loans equal to such Lender’s Allocated 2018 Replacement Term B Loan Conversion Amount shall automatically be converted into a 2018 Converted Replacement Term B Loan to the Borrower in Dollars and in like principal amount and (B) each 2018 New Replacement Term B Loan Lender severally agrees to make a 2018 New Replacement Term B Loan to the Borrower on the Third Amendment Effective Date denominated in Dollars in a principal amount not to exceed its 2018 New Replacement Term B Loan Commitment.
Appears in 1 contract
The Loans. (a) Subject to the terms and conditions set forth herein,
(i) , each Initial Term Loan Lender severally agrees to make term loans a single loan (each such loan, an a “Initial Term Loan”) to the Initial Borrower Company in Dollars on the Closing Date and in Dollars in the aggregate an amount of not to exceed such Term Loan Lender’s Term Loan Commitment,
, if any, on the Closing Date (ii) each 2020 Incremental such Lender, a “Term Loan Lender severally agrees to make 2020 Incremental Lender”). The Term Borrowing made on the Closing Date shall consist of Term Loans made simultaneously by the Term Lenders ratably according to the Borrower on the 2020 Incremental Amendment Effective Date in Dollars in an aggregate amount of up to such 2020 Incremental their Term Loan Lender’s 2020 Incremental Term Loan Commitment and
(iii) each 2021 Incremental Term Loan Lender severally agrees to make 2021 Incremental Term Loans to the Borrower on the 2021 Incremental Amendment Funding Date in Dollars in an aggregate amount of up to such 2021 Incremental Term Loan Lender’s 2021 Incremental Term Loan CommitmentCommitments. Amounts borrowed under this Section 2.01(a) and repaid or prepaid in respect of Term Loans may not be reborrowed. Term Loans may be Base Rate Loans or Term SOFR Loans, as further provided herein.
(b) Subject to the terms and conditions set forth herein, each Initial Revolving Credit Lender severally agrees to make revolving credit loans (each such loan, an a “Initial Revolving Credit Loan”) in Dollars or an Alternative Currency to the Borrower Company from time to timetime in Dollars, on any Business Day during the Initial Availability PeriodPeriod for Revolving Loans, in an aggregate amount up to, not to exceed at any time outstanding, outstanding the amount of such Initial Revolving Credit Lender’s Initial Revolving Credit Commitment, if any (each such Lender, a “Revolving Lender”); provided, however, that after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Outstandings shall not exceed the Total Revolving Credit Commitments, and (ii) each Lender’s Applicable Percentage of the aggregate Outstanding Revolving Amount of the Revolving Loans, plus such Lender’s Applicable Percentage of the Outstanding Revolving Amount of all L/C Obligations plus, such Lender’s Applicable Percentage of the Outstanding Revolving Amount of all Swing Line Loans plus such Lenders Applicable Percentage of the Outstanding Revolving Amount of all Alternative Currency Loans shall not exceed such Lender’s Revolving Commitment. Within the limits of each Revolving Credit ▇▇▇▇▇▇Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, a Borrower the Company may borrow under this Section 2.012.01(c), prepay under Section 2.052.06, and reborrow under this Section 2.01. Revolving Credit 2.01(c).
(c) Loans may be Base Rate Loans, Term SOFR Loans, Loans or Eurocurrency Rate Loans or RFR Loans, as further provided herein. Each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.03) shall be allocated pro rata among the outstanding Tranches of Revolving Credit Commitments. Revolving Credit Loans denominated in Pounds Sterling shall be RFR Loans.
Appears in 1 contract
Sources: Credit Agreement (Global Power Equipment Group Inc/)
The Loans. (a) Subject Each Lender (under and as defined in the DIP Credit Agreement) holding Initial DIP Loans (as defined in the DIP Credit Agreement) hereby, severally and not jointly, exchanges, converts or otherwise deems satisfied all of the Obligations (as defined in the DIP Credit Agreement) owing to such Lender under the DIP Credit Agreement in respect of the Initial DIP Loans (including all of the outstanding principal amount thereof all accrued and unpaid interest, fees, premiums and other obligations, including any fees or other amounts payable in kind pursuant to the DIP Credit Agreement or the DIP Order, in each case, on account thereof) (such amount, such Lender’s “Exchange Amount”) on the Closing Date for Exchange Term Loans deemed made by such Lender to the Borrower on the Closing Date in a principal amount equal to such Lender’s Exchange Amount. On and as of the Closing Date, $153,771,192.63 of Exchange Term Loans were deemed funded pursuant to this Section 2.01(a) and each Lender’s Exchange Amount is set forth on Schedule I. Immediately after giving effect to the exchange in this Section 2.01(a) and without any further action from any other party, (i) all Exchange Term Loans shall constitute, and be treated for all purposes (including tax purposes), as a single fungible Class and Facility of Term Loans hereunder and (ii) all Obligations (as defined in the DIP Credit Agreement) under the DIP Credit Agreement in respect of the Initial DIP Loans shall be fully satisfied and discharged.
(b) Each Lender having a Commitment to make Incremental Loans agrees, subject to the terms and conditions set forth herein,
(i) each Initial Term Loan Lender severally agrees in the applicable Incremental Amendment, to make term loans (each such loan, an “Initial Term Loan”) to the Initial Borrower on the Closing Date in Dollars in the aggregate amount of such Term Loan Lender’s Term Loan Commitment,
(ii) each 2020 Incremental Term Loan Lender severally agrees to make 2020 Incremental Term Loans to the Borrower on the 2020 Incremental Amendment Effective Date in Dollars Borrower, in an aggregate principal amount of up not to such 2020 Incremental Term Loan Lender’s 2020 Incremental Term Loan Commitment andexceed its Commitment.
(iiic) each 2021 Incremental Term Loan Lender severally agrees to make 2021 Incremental Amounts of Term Loans to the Borrower on the 2021 Incremental Amendment Funding Date in Dollars in an aggregate amount of up to such 2021 Incremental Term Loan Lender’s 2021 Incremental Term Loan Commitment. Amounts borrowed (or deemed borrowed) under Section 2.01 that are repaid or prepaid in respect of Term Loans may not be reborrowed. Term Loans may be Base Rate Loans or Term SOFR Loans, as further provided herein.
(b) Subject to the terms and conditions set forth herein, each Initial Revolving Credit Lender severally agrees to make revolving loans (each such loan, an “Initial Revolving Credit Loan”) in Dollars or an Alternative Currency to the Borrower from time to time, on any Business Day during the Initial Availability Period, in an aggregate amount up to, at any time outstanding, such Initial Revolving Credit Lender’s Initial Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, the Total Outstandings shall not exceed the Total Revolving Credit Commitments. Within the limits of each Revolving Credit ▇▇▇▇▇▇’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, a Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Term SOFR Loans, Eurocurrency Rate Loans or RFR Loans, as further provided herein. Each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.03) shall be allocated pro rata among the outstanding Tranches of Revolving Credit Commitments. Revolving Credit Loans denominated in Pounds Sterling shall be RFR Loans.
Appears in 1 contract
Sources: Credit Agreement (JOANN Inc.)
The Loans. (a) Subject to The Lenders who have issued a Revolving Loan Commitment agree, severally in accordance with their respective Commitment Ratios and not jointly, upon the terms and conditions set forth herein,
(i) each Initial Term Loan Lender severally agrees to make term loans (each such loan, an “Initial Term Loan”) subject to the Initial conditions of this Agreement, to lend and re-lend to the Borrower, on and after the Agreement Date, amounts requested by the Borrower on which, in the Closing Date aggregate, do not exceed at any time the amount of the Revolving Loan Commitment. Advances under the Revolving Loan Commitment may be repaid and reborrowed as provided in Dollars Section 2.2 hereof in order to reborrow Fixed Rate Advances for new Interest Periods or to otherwise effect changes in the Interest Rate Bases applicable to the Advances hereunder, provided, however, that there shall be no increase in the aggregate principal amount of such Term Loan Lender’s Term Loan Commitment,
(ii) each 2020 Incremental Term Loan Lender severally agrees to make 2020 Incremental Term Loans to outstanding under the Borrower on the 2020 Incremental Amendment Effective Date in Dollars in an aggregate amount of up to such 2020 Incremental Term Loan Lender’s 2020 Incremental Term Revolving Loan Commitment and
(iii) each 2021 Incremental Term Loan Lender severally agrees to make 2021 Incremental Term Loans to at any time after the Borrower on the 2021 Incremental Amendment Funding Date in Dollars in an aggregate amount of up to such 2021 Incremental Term Loan Lender’s 2021 Incremental Term Loan Commitment. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Term Loans may be Base Rate Loans or Term SOFR Loans, as further provided hereinConversion Date.
(b) Subject The Lenders who have agreed to make Term Loans agree, severally in accordance with their respective Term Loan percentages as set forth on Schedule 2-B hereof and not jointly, upon the terms and subject to the conditions of this Agreement, to continue to lend to the Borrower, on the Agreement Date, an aggregate amount not to exceed $200,000,000. After the Agreement Date, the Term Loans will bear interest at the Eurodollar Basis as provided in Section 2.2 hereof.
(c) The Borrower may also borrow up to $250,000,000 of Additional Facility Indebtedness, subject to the following conditions: (i) the Additional Facility Indebtedness shall be acceptable to the Majority Lenders and on terms and conditions no more favorable to the Borrower than the terms and conditions set forth herein, of the Revolving Loan Commitment and shall have a final maturity no earlier than the Maturity Date; (ii) each Initial Revolving Credit Lender severally agrees to make revolving loans hereunder shall be offered the opportunity (each such loan, an “Initial Revolving Credit Loan”) in Dollars or an Alternative Currency to the Borrower from time to time, on any Business Day during the Initial Availability Period, in an aggregate amount up to, at any time outstanding, such Initial Revolving Credit Lender’s Initial Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, the Total Outstandings but shall not exceed be obligated) to issue a commitment for its pro rata share of such Additional Facility Indebtedness; and (iii) the Total Revolving Credit Commitments. Within the limits of each Revolving Credit ▇▇▇▇▇▇’s Revolving Credit Commitment, Additional Facility Indebtedness shall constitute Obligations hereunder and subject to shall rank pari passu with the other terms and conditions hereof, a Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Term SOFR Loans, Eurocurrency Rate Loans or RFR Loans, as further provided herein. Each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.03) shall be allocated pro rata among the outstanding Tranches of Revolving Credit Commitments. Revolving Credit Loans denominated in Pounds Sterling shall be RFR LoansObligations.
Appears in 1 contract
The Loans. (a) Subject to the terms and conditions set forth herein,
(i) , each Initial Term Loan B Lender severally agrees to make term loans (each such loan, an “Initial Term Loan”) a single loan to the Initial Borrower on the Closing Date in Dollars in the aggregate an amount of not to exceed such Term Loan B Lender’s Term Loan Commitment,
(ii) each 2020 Incremental Term Loan Lender severally agrees to make 2020 Incremental Term Loans to the Borrower on the 2020 Incremental Amendment Effective Date in Dollars in an aggregate amount of up to such 2020 Incremental Term Loan Lender’s 2020 Incremental Term Loan Commitment and
(iii) each 2021 Incremental Term Loan Lender severally agrees to make 2021 Incremental Term Loans to the Borrower on the 2021 Incremental Amendment Funding Date in Dollars in an aggregate amount of up to such 2021 Incremental Term Loan Lender’s 2021 Incremental Term Loan B Commitment. The Term B Borrowing shall consist of Term B Loans made simultaneously by the Term B Lenders in accordance with their respective Applicable Percentage of the Term B Facility. Amounts borrowed under this Section 2.01(a) and repaid or prepaid in respect of Term Loans may not be reborrowed. Term B Loans shall be denominated in Dollars and may be Base Rate Loans or Term SOFR Eurodollar Rate Loans, as further provided herein.
(b) Subject to the terms and conditions set forth herein, each Initial Revolving Credit Lender severally agrees to make revolving loans (each such loan, an a “Initial Revolving Credit Loan”) to the Borrower in U.S. Dollars or an Alternative Currency to the Borrower Currency, in each case, from time to time, on any Business Day during the Initial applicable Availability PeriodPeriod for the Revolving Credit Facility under which such Revolving Credit Lender has a Revolving Credit Commitment, in an aggregate amount up to, not to exceed at any time outstanding, outstanding the amount of such Initial Revolving Credit Lender’s Initial Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Credit Outstandings shall not exceed the Total aggregate amount of the Revolving Credit CommitmentsLenders’ Revolving Credit Commitments at such time and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment; provided, further, that solely for purposes of Revolving Credit Loans made on the Closing Date, amounts available to be drawn under the Revolving Credit Facility shall not be greater than $100,000,000. Within the limits of each Revolving Credit ▇▇▇▇▇▇Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, a the Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans (x) denominated in U.S. Dollars may be Base Rate Loans or Eurodollar Rate Loans and (y) denominated in an Alternative Currency shall be Eurodollar Rate Loans, Term SOFR Loans, Eurocurrency Rate Loans or RFR Loansin each case, as further provided herein. Each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.03) shall be allocated pro rata among the outstanding Tranches of Revolving Credit Commitments. Revolving Credit Loans denominated in Pounds Sterling shall be RFR Loans.
Appears in 1 contract
The Loans. (a) Subject to the terms and conditions set forth herein,
(i) each Initial Term Loan Lender severally agrees to make term loans (each such loan, an “Initial Term Loan”) to the Initial Borrower on the Closing Date in Dollars in the aggregate amount of such Term Loan Lender’s Term Loan Commitment,
(ii) each 2020 Incremental Term Loan Lender severally agrees to make 2020 Incremental Term Loans to the Borrower on the 2020 Incremental Amendment Effective Date in Dollars in an aggregate amount of up to such 2020 Incremental Term Loan Lender’s 2020 Incremental Term Loan Commitment and
(iii) each 2021 Incremental Term Loan Lender severally agrees to make 2021 Incremental Term Loans to the Borrower on the 2021 Incremental Amendment Funding Date in Dollars in an aggregate amount of up to such 2021 Incremental Term Loan Lender’s 2021 Incremental Term Loan Commitment. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Term Loans may be Base Rate Loans or Term Eurocurrency RateTerm SOFR Loans, as further provided herein.. |US-DOCS\126402975.16140630557.8||
(b) Subject to the terms and conditions set forth herein, each Initial Revolving Credit Lender severally agrees to make revolving loans (each such loan, an “Initial Revolving Credit Loan”) in Dollars or an Alternative Currency to the Borrower from time to time, on any Business Day during the Initial Availability Period, in an aggregate amount up to, at any time outstanding, such Initial Revolving Credit Lender’s Initial Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, the Total Outstandings shall not exceed the Total Revolving Credit Commitments. Within the limits of each Revolving Credit ▇▇▇▇▇▇’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, a Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Term SOFR Loans, Eurocurrency Rate Loans or RFR Loans, as further provided herein. Each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.03) shall be allocated pro rata among the outstanding Tranches of Revolving Credit Commitments. Revolving Credit Loans denominated in Pounds Sterling shall be RFR Loans.
Appears in 1 contract
Sources: Credit Agreement (APi Group Corp)
The Loans. (a) Subject to the terms and conditions set forth herein,
, (i) each Initial Tranche B Term Loan Lender severally agrees to make term loans (each such loan, an a “Initial Tranche B Term Loan”) to the Initial any Tranche B Term Loan Borrower on the Closing Date in Dollars in the aggregate amount of such Term Loan Lender’s Term Loan Commitment,
(ii) each 2020 Incremental Term Loan Lender severally agrees to make 2020 Incremental Term Loans to the Borrower on the 2020 Incremental Amendment Effective Date in Dollars in an aggregate amount of up to such 2020 Incremental Tranche B Term Loan Lender’s 2020 Incremental Tranche B Term Loan Commitment and
Commitment, (iiiii) each 2021 Incremental Tranche B-2 Term Loan Lender severally agrees to make 2021 Incremental term loans (each such loan, a “Tranche B-2 Term Loans Loan”) to the any Tranche B-2 Term Loan Borrower on the 2021 Incremental Amendment No. 3 Funding Date in Dollars in an aggregate amount of up to such 2021 Incremental Tranche B-2 Term Loan Lender’s 2021 Incremental Tranche B-2 Term Loan Commitment, (iii) each Tranche B-3 Term Loan Lender severally agrees to make term loans (each such loan, a “Tranche B-3 Term Loan”) to any Tranche B-3 Term Loan Borrower on the Amendment No. 4 Funding Date in Dollars in an aggregate amount of up to such Tranche B-3 Term Loan Lender’s Tranche B-3 Term Loan Commitment, (iv) each Tranche B-4 Term Loan Lender severally agrees to make term loans (each such loan, a “Tranche B-4 Term Loan”) to any Tranche B-4 Term Loan Borrower on the Amendment No. 5 Funding Date in Dollars in an aggregate amount of up to such Tranche B-4 Term Loan Lender’s Tranche B-4 Term Loan Commitment, (v) each Tranche B-5 Term Loan Lender severally agrees to make term loans (each such loan, a “Tranche B-5 Term Loan”) to any Tranche B-5 Term Loan Borrower on the Amendment No. 6 Funding Date in Dollars in an aggregate amount of up to such Tranche B-5 Term Loan Lender’s Tranche B-5 Term Loan Commitment, (vi) each Tranche B-6 Term Loan Lender severally agrees to make term loans (each such loan, a “Tranche B-6 Term Loan”) to any Tranche B-6 Term Loan Borrower on the Amendment No. 7 Funding Date in Dollars in an aggregate amount of up to such Tranche B-6 Term Loan Lender’s Tranche B-6 Term Loan Commitment, (vii) each Tranche B-7 Term Loan Lender severally agrees to make term loans (each such loan, a “Tranche B-7 Term Loan”) to any Tranche B-7 Term Loan Borrower on the Amendment No. 8 Funding Date in Dollars in an aggregate amount of up to such Tranche B-7 Term Loan Lender’s Tranche B-7 Term Loan Commitment, (viii) each Euro Tranche C-1 Term Loan Lender severally agrees to make term loans (each such loan, a “Euro Tranche C-1 Term Loan”) to any Euro Tranche C-1 Term Loan Borrower on the Amendment No. 2 Funding Date and the Amendment No. 3 Funding Date, as applicable, in Euros in an aggregate amount of up to such Euro Tranche C-1 Term Loan Lender’s Euro Tranche C-1 Term Loan Commitment, (ix) each Euro Tranche C-2 Term Loan Lender severally agrees to make term loans (each such loan, a “Euro Tranche C-2 Term Loan”) to any Euro Tranche C-2 Term Loan Borrower on the Amendment No. 4 Funding Date in Euros in an aggregate amount of up to such Euro Tranche 7 C-2 Term Loan Lender’s Euro Tranche C-2 Term Loan Commitment, (x) each Euro Tranche C-3 Term Loan Lender severally agrees to make term loans (each such loan, a “Euro Tranche C-3 Term Loan”) to any Euro Tranche C-3 Term Loan Borrower on the Amendment No. 5 Funding Date in Euros in an aggregate amount of up to such Euro Tranche C-3 Term Loan Lender’s Euro Tranche C-3 Term Loan Commitment, (xi) each Euro Tranche C-4 Term Loan Lender severally agrees to make term loans (each such loan, a “Euro Tranche C-4 Term Loan”) to any Euro Tranche C-4 Term Loan Borrower on the Amendment No. 6 Funding Date in Euros in an aggregate amount of up to such Euro Tranche C-4 Term Loan Lender’s Euro Tranche C-4 Term Loan Commitment, (xii) each Euro Tranche C-5 Term Loan Lender severally agrees to make term loans (each such loan, a “Euro Tranche C-5 Term Loan”) to any Euro Tranche C-5 Term Loan Borrower on the Amendment No. 7 Funding Date in Euros in an aggregate amount of up to such Euro Tranche C-5 Term Loan Lender’s Euro Tranche C-5 Term Loan Commitment and (xiii) each Euro Tranche C-6 Term Loan Lender severally agrees to make term loans (each such loan, a “Euro Tranche C-6 Term Loan”) to any Euro Tranche C-6 Term Loan Borrower on the Amendment No. 8 Funding Date in Euros in an aggregate amount of up to such Euro Tranche C-6 Term Loan Lender’s Euro Tranche C-6 Term Loan Commitment. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Tranche B Term Loans, Tranche B-2 Term Loans, Tranche B-3 Term Loans, Tranche B-4 Term Loans, Tranche B-5 Term Loans, Tranche B-6 Term Loans and Tranche B-7 Term Loans may be Base Rate Loans or Term SOFR Eurocurrency Rate Loans, as further provided herein.
(b) . Subject to the terms and conditions set forth herein, (i) each Initial Dollar Revolving Credit Lender severally agrees to make revolving loans (each such loan, an “Initial Dollar Revolving Credit Loan”) in Dollars or an Alternative Currency to the each Revolving Credit Borrower from time to time, on any Business Day during the Initial Availability Period, in an aggregate amount of up to, at any time outstanding, the amount of such Initial Revolving Credit Lender’s Initial Dollar Revolving Credit Commitment, (ii) each Initial Multicurrency Revolving Lender severally agrees to make revolving loans (each such loan, an “Initial Multicurrency Revolving Credit Loan”) in Dollars or an Alternative Currency to each Revolving Credit Borrower from time to time, on any Business Day during the Initial Availability Period, in an aggregate amount of up to, at any time outstanding, the amount of such Lender’s Initial Multicurrency Revolving Credit Commitment, (iii) each Amendment No. 4 Extended Dollar Revolving Lender severally agrees to make revolving loans (each such loan, an “Amendment No. 4 Extended Dollar Revolving Credit Loan”) in Dollars to each Revolving Credit Borrower from time to time, on any Business Day during the Amendment No. 4 Extended Availability Period, in an aggregate amount of up to, at any time outstanding, the amount of such Lender’s Amendment No. 4 Extended Dollar Revolving Credit Commitment and (iv) each Amendment No. 4 Extended Multicurrency Revolving Lender severally agrees to make revolving loans (each such loan, an “Amendment No. 4 Extended Multicurrency Revolving Credit Loan”) in Dollars or an Alternative Currency to each Revolving Credit Borrower from time to time, on any Business Day during the Amendment No. 4 Extended Availability Period, in an aggregate amount of up to, at any time outstanding, the amount of such Lender’s Amendment No. 4 Extended Multicurrency Revolving Credit Commitment; providedprovided further, however, that (1) after giving effect to any Dollar Revolving Credit Borrowing, (i) the aggregate Outstanding Amount of all Dollar Revolving Credit Loans and L/C Obligations shall not exceed the Aggregate Dollar Revolving Credit Commitments and (ii) the aggregate Outstanding Amount of the Dollar Revolving Credit Loans of any Dollar Revolving Lender plus such Dollar Revolving Lender’s Pro Rata Dollar Share of an amount equal to the aggregate Outstanding Amount of all L/C Obligations shall not exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitment, (2) after giving effect to any Multicurrency Revolving Credit Borrowing, (i) the aggregate Outstanding Amount of all Multicurrency Revolving Credit Loans shall not exceed the Aggregate Multicurrency Revolving Credit Commitments and (ii) the aggregate Outstanding Amount of the Multicurrency Revolving Credit Loans of any Multicurrency Revolving Lender shall not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitment, (3) after giving effect to any Revolving Credit Borrowing, the Total Outstandings shall not exceed the Total Revolving Credit CommitmentsCommitments and (4) the aggregate principal amount of New Dollar Revolving Credit Loans and New Multicurrency Revolving Credit Loans made on the Amendment No. 4 Funding Date shall not exceed $120,000,000. Within the limits of each Revolving Credit ▇▇▇▇▇▇Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, a Borrower the Revolving Credit Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Term SOFR Loans, Loans or Eurocurrency Rate Loans or RFR Loans, as further provided herein. Each Dollar Revolving Credit Borrowing (including any deemed Dollar Revolving Credit Borrowings made pursuant to Section 2.03) shall be allocated pro rata 8 among the outstanding Tranches of Dollar Revolving Credit Commitments and each Multicurrency Revolving Credit Borrowing shall be allocated pro rata among the outstanding Tranches of Multicurrency Revolving Credit Commitments. For the avoidance of doubt, prior to the Initial Revolving Credit Maturity Date, (x) all borrowings of Dollar Revolving Credit Loans under this Section 2.01 shall be made pro rata between the Initial Dollar Revolving Credit Facility and the Amendment No. 4 Extended Dollar Revolving Credit Facility in proportion to the respective Dollar Revolving Credit Commitments under each such Dollar Revolving Credit Facility and (y) all borrowings of Multicurrency Revolving Credit Loans under this Section 2.01 shall be made pro rata between the Initial Multicurrency Revolving Credit Facility and the Amendment No. 4 Extended Revolving Credit Facility in proportion to the respective Multicurrency Revolving Credit Commitments under each such Multicurrency Revolving Credit Facility. For the avoidance of doubt, any Multicurrency Revolving Credit Loans denominated in Pounds Sterling an Alternative Currency shall only be permitted to be borrowed as Eurocurrency Rate Loans.” (y)Schedule 2.01 to the Credit Agreement is hereby amended and restated in its entirety in the form attached hereto as Exhibit A. (z)Section 2.02(c) of the Credit Agreement is hereby amended by amending and restating the last sentence of such section in its entirety as follows: “No Interest Period may be selected for any Eurocurrency Rate Term Borrowing that would end later than the Tranche B-6 Repayment Date, Tranche B-7 Repayment Date, Euro Tranche C-5 Repayment Date, Euro Tranche C-6 Repayment Date or applicable repayment date for any New Term Loans occurring on or after the first day of such Interest Period if, after giving effect to such selection, the aggregate outstanding amount of (i) the Eurocurrency Rate Term Borrowings with Interest Periods ending on or prior to such repayment date and (B) the Base Rate Term Borrowings would not be at least equal to the principal amount of Term Borrowings to be paid on such repayment date.” (aa)Section 2.05(a)(iv) of the Credit Agreement is hereby amended and restated in its entirety as follows: “In the event that, (A) on or prior to six months after the Amendment No. 7 Funding Date, any Borrower (x) prepays, refinances, substitutes or replaces any Tranche B-6 Term Loans or Euro Tranche C-5 Term Loans in connection with a Repricing Transaction (including, for avoidance of doubt, any prepayment made pursuant to Section 2.05(b)(iv) that constitutes a Repricing Transaction), or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to the Tranche B-6 Term Loans or Euro Tranche C-5 Term Loans, as applicable, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (I) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Tranche B-6 Term Loans or Euro Tranche C-5 Term Loans so prepaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Tranche B-6 Term Loans or Euro Tranche C-5 Term Loans outstanding immediately prior to such amendment. Such amounts shall be RFR due and payable on the date of effectiveness of such Repricing Transaction and (B) on or prior to six months after the Amendment No. 8 Funding Date, any Borrower (x) prepays, refinances, substitutes or replaces any Tranche B-7 Term Loans or Euro Tranche C-6 Term Loans in connection with a Repricing Transaction (including, for avoidance of doubt, any prepayment made pursuant to Section 2.05(b)(iv) that constitutes a Repricing Transaction), or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to the Tranche B-7 Term Loans or Euro Tranche C-6 Term Loans., as applicable, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (I) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Tranche B-7 Term Loans or Euro Tranche C-6 Term Loans so prepaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Tranche B-7 Term Loans or Euro Tranche C-6 Term Loans outstanding immediately prior to such amendment. As a condition to effectiveness of any assignment pursuant to the parenthetical set forth in the first sentence of Section 11.15 in respect of any amendment of this Agreement effective (A) on or prior to six months after the Amendment No. 7 Funding Date resulting in a Repricing Transaction, the Borrowers shall pay to the applicable non-consenting Lender a premium equal to the premium that would apply if such Lender’s Tranche B-6 Term Loans or Euro Tranche C-5 Term Loans being assigned were being prepaid and subject to the premium set forth in this Section for such Tranche B-6 Term Loans or 9 Euro Tranche C-5 Term Loans, as applicable, and (B) on or prior to six months after the Amendment No. 8 Funding Date resulting in a Repricing Transaction, the Borrowers shall pay to the applicable non-consenting Lender a premium equal to the premium that would apply if such Lender’s Tranche B-7 Term Loans or Euro Tranche C-6 Term Loans being assigned were being prepaid and subject to the premium set forth in this Section for such Tranche B-7 Term Loans or Euro Tranche C-6 Term Loans, as applicable,” (bb) Section 2.06(b)(i) of the Credit Agreement is hereby amended and restated in its entirety as follows: “
Appears in 1 contract
Sources: Amendment No. 8
The Loans. (1) Term Borrowings.
(a) Subject to the terms and conditions set forth herein,
(i) in Section 4.01 hereof, each Initial Term Loan B-1 Lender severally agrees to make term loans (each such loan, an “Initial Term Loan”) to the Initial Borrower on the Closing Date one or more Closing Date Term B-1 Loans denominated in Dollars in the an aggregate principal amount of equal to such Term Loan B-1 Lender’s Closing Date Term B-1 Loan Commitment,
Commitment on the Closing Date, (iib) subject to the terms and conditions set forth in Section 4.01 hereof, each 2020 Incremental Term Loan B-2 Lender severally agrees to make 2020 Incremental Term Loans to the Borrower on the 2020 Incremental Amendment Effective Closing Date one or more Closing Date Term B-2 Loans denominated in Dollars in an aggregate principal amount of up equal to such 2020 Incremental Term Loan B-2 Lender’s 2020 Incremental Closing Date Term B-2 Loan Commitment and
on the Closing Date, (iiic) subject to the terms and conditions set forth in the First Amendment, each 2021 Incremental First Amendment Term Loan B-1 Lender severally agrees to make 2021 Incremental Term Loans to the Borrower on the 2021 Incremental First Amendment Funding Effective Date one or more First Amendment Term B-1 Loans denominated in Dollars in an aggregate principal amount of up equal to such 2021 Incremental First Amendment Term Loan B-1 Lender’s 2021 Incremental First Amendment Term B-1 Loan CommitmentCommitment on the First Amendment Effective Date and, (d) subject to the terms and conditions set forth in the First Amendment, each First Amendment Term B-2 Lender severally agrees to make to the Borrower on the First Amendment Effective Date one or more First Amendment Term B-2 Loans denominated in Dollars in an aggregate principal amount equal to such First Amendment Term B-2 Lender’s First Amendment Term B-2 Loan Commitment on the First Amendment Effective Date, (e) subject to the terms and conditions set forth in the Third Amendment, each Third Amendment Term B-1 Lender severally agrees to make to the Borrower on the Third Amendment Effective Date one or more Third Amendment Term B-1 Loans denominated in Dollars in an aggregate principal amount equal to such Third Amendment Term B-1 Lender’s Third Amendment Term B-1 Loan Commitment on the Third Amendment Effective Date and (f) subject to the terms and conditions set forth in the Third Amendment, each Third Amendment Term B-2 Lender severally agrees to make to the Borrower on the Third Amendment Effective Date one or more Third Amendment Term B-2 Loans denominated in Dollars in an aggregate principal amount equal to such Third Amendment Term B-2 Lender’s Third Amendment Term B-2 Loan Commitment on the Third Amendment Effective Date. Amounts borrowed under this Section 2.01(1) and repaid or prepaid in respect of Term Loans may not be reborrowed. The Closing Date Term Loans may be Base Rate Loans or Term SOFR Eurodollar Rate Loans, as further provided herein.
(b) Subject to the terms and conditions set forth herein, each Initial Revolving Credit Lender severally agrees to make revolving loans (each such loan, an “Initial Revolving Credit Loan”) in Dollars or an Alternative Currency to the Borrower from time to time, on any Business Day during the Initial Availability Period, in an aggregate amount up to, at any time outstanding, such Initial Revolving Credit Lender’s Initial Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, the Total Outstandings shall not exceed the Total Revolving Credit Commitments. Within the limits of each Revolving Credit ▇▇▇▇▇▇’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, a Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Term SOFR Loans, Eurocurrency Rate Loans or RFR Loans, as further provided herein. Each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.03) shall be allocated pro rata among the outstanding Tranches of Revolving Credit Commitments. Revolving Credit Loans denominated in Pounds Sterling shall be RFR Loans.
Appears in 1 contract
The Loans. (a) Subject to the terms and conditions set forth herein,
(i) , each Lender with an Initial Term Loan Lender Commitment severally agrees to make term loans a single loan denominated in Dollars (each such loan, an the “Initial Term LoanLoans”) to the Initial Borrower on the Closing Date in Dollars in the aggregate an amount of not to exceed such Term Loan Lender’s Initial Term Loan Commitment,
(ii. The initial Borrowing under this Section 2.01(a) each 2020 Incremental Term Loan Lender severally agrees to make 2020 Incremental shall consist of Initial Term Loans to made simultaneously by the Borrower on the 2020 Incremental Amendment Effective Date Lenders in Dollars in an aggregate amount of up to such 2020 Incremental Term Loan Lender’s 2020 Incremental Term Loan Commitment and
(iii) each 2021 Incremental Term Loan Lender severally agrees to make 2021 Incremental Term Loans to the Borrower on the 2021 Incremental Amendment Funding Date in Dollars in an aggregate amount of up to such 2021 Incremental Term Loan Lender’s 2021 Incremental Term Loan Commitmentaccordance with their respective Commitments. Amounts borrowed under this Section 2.01(a) or otherwise pursuant to this Agreement and subsequently repaid or prepaid in respect of Term Loans may not be reborrowed. Term Loans may be Base Rate Loans or Term SOFR Loans, Eurodollar Rate Loans as further provided herein.
(b) Subject After the Closing Date, subject to and upon the terms and conditions set forth herein, each Lender with a Commitment (other than an Initial Revolving Credit Lender Term Commitment) with respect to any Tranche of Term Loans (other than Initial Term Loans) severally agrees to make revolving loans (each such loan, an “Initial Revolving Credit Loan”) a Term Loan denominated in Dollars or an Alternative Currency under such Tranche to the Borrower from time to time, on any Business Day during the Initial Availability Period, Borrowers in an aggregate amount up to, at any time outstanding, not to exceed such Initial Revolving Credit Lender’s Initial Revolving Credit Commitment; providedCommitment under such Tranche on the date of incurrence thereof, however, that after giving effect which Term Loans under such Tranche shall be incurred pursuant to any Revolving Credit Borrowing, a single drawing on the Total Outstandings shall not exceed the Total Revolving Credit Commitmentsdate set forth for such incurrence. Within the limits of each Revolving Credit ▇▇▇▇▇▇’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, a Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Such Term Loans may be Base Rate Loans, Term SOFR Loans, Eurocurrency Loans or Eurodollar Rate Loans or RFR Loans, as further provided herein. Each Revolving Credit Borrowing Once repaid, Term Loans incurred hereunder may not be reborrowed (including it being understood, however, that prepayments will be taken into account for purposes of any deemed Revolving Credit Borrowings made pursuant Prepayment-Based Incremental Facility to the extent provided by Section 2.03) shall be allocated pro rata among the outstanding Tranches of Revolving Credit Commitments. Revolving Credit Loans denominated in Pounds Sterling shall be RFR Loans2.16).
Appears in 1 contract
Sources: Term Loan Credit Agreement (CommScope Holding Company, Inc.)
The Loans. (a) 2.1 Revolving Credit – Description.
i. Subject to the terms and conditions set forth herein,
of this Agreement, Lender hereby establishes for the benefit of Borrower a revolving credit facility (icollectively, the "Revolving Credit") each Initial Term Loan which shall include cash Advances extended by Lender severally agrees to make term loans (each such loan, an “Initial Term Loan”) or for the benefit of Borrower as well as Letters of Credit issued for the account of Borrower from time to the Initial Borrower on the Closing Date in Dollars in the time hereunder. The aggregate principal amount of such Term Loan Lender’s Term Loan Commitment,
(ii) each 2020 Incremental Term Loan Lender severally agrees to make 2020 Incremental Term Loans to unpaid cash Advances, plus the Borrower on Letter of Credit Amounts, shall not at any time exceed the 2020 Incremental Amendment Effective Date in Dollars in an aggregate amount of up Borrowing Base. Subject to such 2020 Incremental Term Loan Lender’s 2020 Incremental Term Loan Commitment and
(iii) each 2021 Incremental Term Loan Lender severally agrees to make 2021 Incremental Term Loans to limitation, the Borrower on outstanding balance of Advances under the 2021 Incremental Amendment Funding Date in Dollars in an aggregate amount of up to such 2021 Incremental Term Loan Lender’s 2021 Incremental Term Loan Commitment. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Term Loans may be Base Rate Loans or Term SOFR Loans, as further provided herein.
(b) Subject to the terms and conditions set forth herein, each Initial Revolving Credit Lender severally agrees to make revolving loans (each such loan, an “Initial Revolving Credit Loan”) in Dollars or an Alternative Currency to the Borrower may fluctuate from time to time, to be reduced by repayments made by Borrower, to be increased by future Advances which may be made by Lender, to or for the benefit of Borrower, and, subject to the provisions of Section 8 below, shall be due and payable on any Business Day during the Initial Availability PeriodRevolving Credit Maturity Date. If the aggregate principal amount of unpaid cash Advances, in an aggregate amount up to, plus the Letter of Credit Amounts at any time outstandingexceeds the Borrowing Base (such excess referred to as "Overadvance"), such Initial Borrower shall immediately repay the Overadvance in full.
ii. Lender may, at all times, be entitled to reduce or increase the advance rates and standards of eligibility under this Agreement.
b. At Closing, Borrower shall execute and deliver a promissory note to Lender for the Maximum Revolving Credit Lender’s Initial Amount ("Revolving Credit Commitment; provided, however, that after giving effect to any Note"). The Revolving Credit BorrowingNote shall evidence Borrower's unconditional obligation to repay Lender for all Advances made under the Revolving Credit, with interest as herein provided. Each Advance under the Total Outstandings Revolving Credit shall be deemed evidenced by the Revolving Credit Note, which is deemed incorporated herein by reference and made part hereof. The Revolving Credit Note shall be in form and substance satisfactory to Lender.
c. The term of the Revolving Credit shall expire on the Revolving Credit Maturity Date. On such date, unless having been sooner accelerated by Lender pursuant to the terms hereof, and without impairing any rights under Section 3.1, all sums owing under the Revolving Credit shall be due and payable in full, and as of and after such date Borrower shall not exceed request and Lender shall not make any further Advances under the Total Revolving Credit Commitments. Within the limits of each Revolving Credit ▇▇▇▇▇▇’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, a Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Term SOFR Loans, Eurocurrency Rate Loans or RFR Loans, as further provided herein. Each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.03) shall be allocated pro rata among the outstanding Tranches of Revolving Credit Commitments. Revolving Credit Loans denominated in Pounds Sterling shall be RFR LoansCredit.
Appears in 1 contract
Sources: Loan and Security Agreement (WPCS International Inc)
The Loans. (a) Subject to the terms and conditions set forth herein,
(i) , each Initial Tranche B-1 Term Loan Lender severally agrees to make term loans (each such loan, an a “Initial Tranche B-1 Term Loan”) to the Initial Borrower Borrowers on the Closing Date in Dollars in the aggregate amount of such Term Loan Lender’s Term Loan Commitment,
(ii) each 2020 Incremental Term Loan Lender severally agrees to make 2020 Incremental Term Loans to the Borrower on the 2020 Incremental Amendment Effective Date in Dollars in an aggregate amount of up to such 2020 Incremental Term Loan Lender’s 2020 Incremental Term Loan Commitment and
(iii) each 2021 Incremental Term Loan Lender severally agrees to make 2021 Incremental Term Loans to the Borrower on the 2021 Incremental Amendment No. 1 Funding Date in Dollars in an aggregate amount of up to such 2021 Incremental Tranche B-1 Term Loan Lender’s 2021 Incremental Tranche B-1 Term Loan Commitment. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Term Loans may be Base Rate Loans or Term SOFR Eurocurrency Rate Loans, as further provided herein.
(b) . Subject to the terms and conditions set forth herein, each Initial Revolving Credit Lender severally agrees to make revolving loans (each such loan, an “Initial Revolving Credit Loan”) in Dollars or an Alternative Currency to the a Borrower from time to time, on any Business Day during the Initial Availability Period, in an aggregate amount up to, at any time outstanding, such Initial Revolving Credit Lender’s Initial Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, the Total Outstandings shall not exceed the Total Revolving Credit Commitments. Within the limits of each Revolving Credit ▇▇▇▇▇▇Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, a Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Term SOFR Loans, Loans or Eurocurrency Rate Loans or RFR Loans, as further provided herein. Each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.03) shall be allocated pro rata among the outstanding Tranches of Revolving Credit Commitments. Revolving Credit Loans denominated in Pounds Sterling shall be RFR Loans.
Appears in 1 contract
The Loans. Bank agrees to extend the following credit to Borrower, subject to the terms set forth herein:
(a) Subject to Bank agrees, on the terms and conditions set forth herein,
(i) each Initial Term Loan Lender severally agrees in this Agreement, to make term loans revolving loan Advances (each such loan, an “Initial Term Loan”including issuing letters of credit) to or for the Initial account of Borrower on from time to time during the Closing Date Revolving Loan Period in Dollars in amounts such that the aggregate principal amount of such Term Loan Lender’s Term Loan Commitment,
revolving loan Advances (ii) each 2020 Incremental Term Loan Lender severally agrees to make 2020 Incremental Term Loans to including the Borrower on the 2020 Incremental Amendment Effective Date in Dollars in an aggregate face amount of up to any letters of credit) under this loan at any one time outstanding will not exceed the Maximum Primary Revolving Loan Amount (the “Primary Revolving Loan”). Within the foregoing limit, Borrower may borrow, prepay and reborrow such 2020 Incremental Term Advances at any time during the Revolving Loan Lender’s 2020 Incremental Term Loan Commitment and
(iii) each 2021 Incremental Term Loan Lender severally agrees to make 2021 Incremental Term Loans to the Borrower on the 2021 Incremental Amendment Funding Date in Dollars in an aggregate amount of up to such 2021 Incremental Term Loan Lender’s 2021 Incremental Term Loan Commitment. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Term Loans may be Base Rate Loans or Term SOFR Loans, as further provided hereinPeriod.
(b) Subject to Bank agrees, on the terms and conditions set forth hereinin this Agreement, each Initial Revolving Credit Lender severally agrees to make additional revolving loans (each such loan, an “Initial Revolving Credit Loan”) in Dollars loan Advances to or an Alternative Currency to for the account of Borrower under a second revolving loan facility from time to time, on any Business Day time during the Initial Availability PeriodRevolving Loan Period in amounts such that the aggregate principal amount of such revolving loan Advances at any one time outstanding will not exceed the Maximum Secondary Revolving Loan Amount (the “Secondary Revolving Loan”). Within the foregoing limit, in an aggregate amount up toBorrower may borrow, prepay and reborrow such Advances at any time outstandingduring the Revolving Loan Period.
(c) Bank agrees, such Initial Revolving Credit Lender’s Initial Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, on the Total Outstandings shall not exceed the Total Revolving Credit Commitments. Within the limits of each Revolving Credit ▇▇▇▇▇▇’s Revolving Credit Commitment, and subject to the other terms and conditions hereofset forth in this Agreement, to make a term loan to Borrower may borrow under this Section 2.01in an amount equal to the Term Loan Amount in a single advance on the date hereof (the “Term Loan” and together with the Primary Revolving Loan and the Secondary Revolving Loan, prepay under Section 2.05the “Loans”). Once repaid, and reborrow under this Section 2.01. Revolving Credit Loans may principal of the Term Loan cannot be Base Rate Loans, Term SOFR Loans, Eurocurrency Rate Loans or RFR Loans, as further provided herein. Each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.03) shall be allocated pro rata among the outstanding Tranches of Revolving Credit Commitments. Revolving Credit Loans denominated in Pounds Sterling shall be RFR Loansreborrowed.
Appears in 1 contract
The Loans. (a) Subject to the terms and conditions set forth herein,
(i) , each Initial Tranche B Term Loan Lender severally agrees to make term loans (each such loan, an a “Initial Tranche B Term Loan”) to the Initial Term Loan Borrower on the Closing Date in Dollars in the aggregate amount of such Term Loan Lender’s Term Loan Commitment,
(ii) each 2020 Incremental Term Loan Lender severally agrees to make 2020 Incremental Term Loans to the Borrower on the 2020 Incremental Amendment Effective Date in Dollars in an aggregate amount of up to such 2020 Incremental Tranche B Term Loan Lender’s 2020 Incremental Term Loan Commitment and
(iii) each 2021 Incremental Term Loan Lender severally agrees to make 2021 Incremental Term Loans to the Borrower on the 2021 Incremental Amendment Funding Date in Dollars in an aggregate amount of up to such 2021 Incremental Term Loan Lender’s 2021 Incremental Tranche B Term Loan Commitment. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Tranche B Term Loans may be Base Rate Loans or Term SOFR Eurocurrency Rate Loans, as further provided herein.
(b) Subject to the terms and conditions set forth herein, (i) each Initial Dollar Revolving Credit Lender severally agrees to make revolving loans (each such loan, a “Dollar Revolving Credit Loan”) in Dollars to each Revolving Credit Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount of up to, at any time outstanding, the amount of such Lender’s Dollar Revolving Credit Commitment and (ii) each Multicurrency Revolving Lender severally agrees to make revolving loans (each such loan, a “Initial Multicurrency Revolving Credit Loan”) in Dollars or an Alternative Currency to the each Revolving Credit Borrower from time to time, on any Business Day during the Initial Availability Period, in an aggregate amount of up to, at any time outstanding, the amount of such Initial Revolving Credit Lender’s Initial Multicurrency Revolving Credit Commitment; provided, further, however, that (1) after giving effect to any Dollar Revolving Credit Borrowing, (i) the aggregate Outstanding Amount of all Dollar Revolving Credit Loans and L/C Obligations shall not exceed the Aggregate Dollar Revolving Credit Commitments and (ii) the aggregate Outstanding Amount of the Dollar Revolving Credit Loans of any Dollar Revolving Lender plus such Dollar Revolving Lender’s Pro Rata Dollar Share of an amount equal to the aggregate Outstanding Amount of all L/C Obligations shall not exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitment, (2) after giving effect to any Multicurrency Revolving Credit Borrowing, (i) the aggregate Outstanding Amount of all Multicurrency Revolving Credit Loans shall not exceed the Aggregate Multicurrency Revolving Credit Commitments and (ii) the aggregate Outstanding Amount of the Multicurrency Revolving Credit Loans of any Multicurrency Revolving Lender shall not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitment and (3) after giving effect to any Revolving Credit Borrowing, the Total Outstandings shall not exceed the Total Revolving Credit Commitments. Within the limits of each Revolving Credit ▇▇▇▇▇▇Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, a Borrower the Revolving Credit Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Term SOFR Loans, Loans or Eurocurrency Rate Loans or RFR Loans, as further provided herein. Each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.03) shall be allocated pro rata among the outstanding Tranches of Revolving Credit Commitments. Revolving Credit Loans denominated in Pounds Sterling shall be RFR Loans.
Appears in 1 contract
Sources: Credit Agreement (Platform Specialty Products Corp)
The Loans. (a) Subject to the terms and conditions set forth herein,
(i) herein each Initial Term Loan Revolving Credit Lender severally agrees to make term revolving credit loans denominated in an Approved Currency to the Borrower from its applicable Lending Office (each such loan, an a “Initial Term Revolving Credit Loan”) from time to time as elected by the Initial Borrower pursuant to Section 2.02, on any Business Day during the period from the Closing Date until the Maturity Date with respect to such Revolving Credit Lender’s applicable Revolving Credit Commitment; provided that after giving effect to any Revolving Credit Borrowing (x) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Protective Advances shall not exceed such Lender’s Revolving Credit Commitment and (y) the Availability Conditions would be satisfied. Within the limits of each Lender’s Revolving Credit Commitments, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(a), prepay under Section 2.05, and reborrow under this Section 2.01(a). Revolving Credit Loans denominated in Dollars in the aggregate amount of such Term Loan Lender’s Term Loan Commitment,
(ii) each 2020 Incremental Term Loan Lender severally agrees to make 2020 Incremental Term Loans to the Borrower on the 2020 Incremental Amendment Effective Date in Dollars in an aggregate amount of up to such 2020 Incremental Term Loan Lender’s 2020 Incremental Term Loan Commitment and
(iii) each 2021 Incremental Term Loan Lender severally agrees to make 2021 Incremental Term Loans to the Borrower on the 2021 Incremental Amendment Funding Date in Dollars in an aggregate amount of up to such 2021 Incremental Term Loan Lender’s 2021 Incremental Term Loan Commitment. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Term Loans may be Base Rate Loans or Term SOFR Loans and Revolving Credit Loans denominated in an Approved Foreign Currency may be Eurocurrency Rate Loans, as further provided herein.
(b) Subject to the terms and conditions set forth herein, each Initial Revolving Credit Lender severally agrees to make revolving loans (each such loan, an “Initial Revolving Credit Loan”) in Dollars or an Alternative Currency to the Borrower from time to time, on any Business Day during the Initial Availability PeriodThe Administrative Agent shall be authorized, in an aggregate amount up toits discretion, at any time outstandingthat any conditions in Section 4.02 are not satisfied, to make loans in Dollars (any such Initial loans made pursuant to this Section 2.01(b), “Protective Advances”) under the Revolving Credit Facility (a) up to an aggregate amount not to exceed 5.00% of the Borrowing Base outstanding at any time, if the Administrative Agent reasonably deems such Protective Advances necessary or desirable to preserve or protect Collateral, or to enhance the collectability or repayment of Obligations; or (b) to pay any other amounts chargeable to Loan Parties under any Loan Documents, including costs, fees and expenses. Protective Advances shall constitute Obligations secured by the Collateral and shall be entitled to all of the benefits of the Loan Documents. Immediately upon the making of a Protective Advance, each applicable Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Administrative Agent a risk participation in such Protective Advance made under the Revolving Credit Facility, each Revolving Credit Lender shall purchase a risk participation in such Protective Advance in an amount equal to the product of such Revolving Credit Lender’s Initial Revolving Credit Commitment; providedApplicable Adjusted Percentage times the principal amount of such Protective Advance (a “Protective Advance Participation”). The Required Lenders may at any time revoke the Administrative Agent’s authority to make further Protective Advances by written notice to the Administrative Agent. No Protective Advance shall be outstanding after the earlier of (x) twenty (20) Business Days after the date on which it was made or (y) the date on which the Required Lenders instruct the Administrative Agent to cease making Protective Advances. Absent such revocation, howeverthe Administrative Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. In no event shall a Protective Advance be made if, that after giving effect to thereto, the Revolving Credit Exposure of any Revolving Credit BorrowingLender would exceed the Revolving Credit Commitment of such Lender.
(c) At any time that any Protective Advance is outstanding, the Total Outstandings shall not exceed the Total proceeds of any Revolving Credit Commitments. Within Loan or Swing Line Loan that is made shall first be applied to the limits repayment of such Protective Advance upon the making of such Revolving Credit Loan or Swing Line Loan (and otherwise, each Revolving Credit ▇▇▇▇▇▇’s Revolving Credit CommitmentLender shall, and subject to upon request from the other terms and conditions hereofAdministrative Agent, a Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Term SOFR Loans, Eurocurrency Rate Loans or RFR Loans, as further provided herein. Each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.03) shall be allocated pro rata among the outstanding Tranches of Revolving Credit Commitments. Revolving Credit Loans denominated in Pounds Sterling shall be RFR Loansfund its Protective Advance Participation).
Appears in 1 contract