C Loan Sample Clauses

Related to C Loan

• Term Loan (a) Subject to the terms and conditions of this Agreement, each Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share of the Term Loan to the Borrower on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Notice.

• Revolving Loan The Borrower shall repay to the Lenders in full on the date specified in clause (a) of the definition of “Revolving Termination Date” the aggregate principal amount of the Revolving Loans and Swing Loans outstanding on the Revolving Termination Date.

• Term Loan Advances Subject to Section 2.5(b), the principal amount outstanding under each Term Loan Advance shall accrue interest at a floating per annum rate equal to two and three quarters of one percent (2.75%) above the Prime Rate, which interest shall be payable monthly in accordance with Section 2.5(d) below.

• Term Loan B (a) Subject to the terms and conditions of this Agreement, each Term Loan B Lender severally agrees to make an advance of its Pro Rata Term B Share of the Term Loan B to the Borrower on the Closing Date, and from the Closing Date to the Term Loan B Maturity Date, Convert and Continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment of the Term Loan B outstanding hereunder from time to time shall bear interest and the Term Loan B shall be repayable as herein provided. No amount of the Term Loan B repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan B Facility shall be allowed after the initial such advance of the Term Loan B on the Closing Date. Segments of the Term Loan B may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan B Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term B Share of the Term Loan B available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan B may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that (i) nothwithstanding anything to the contrary in Section 2.03 or otherwise, any Eurodollar Rate Segment to be a portion of the initial Borrowing of the Term Loan B, and each Conversion to or Continuation of a Eurodollar Rate Segment made during the period of fourteen days after the Closing Date, may only be for a period beginning on the date such Eurodollar Rate Segment is initially advanced, or on the date any Segment is Continued as or Converted into a Eurodollar Rate Segment, and ending on the date that is one week thereafter, and (ii) if the Borrower desires that any portion of the initial Borrowing of the Term Loan B is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Notice.

• Term A Loans On the Effective Date, all outstanding "Loans" under the ------------ Existing Credit Agreement held by the Existing Lenders, shall automatically and without any action on the part of any Person, be designated as Term A Loans hereunder and each of the New Lenders that is a Term A Lender (and each Existing Lender, if any, whose relative proportion of Term A Commitments hereunder is increasing over the proportion of Existing Loans held by it under the Existing Credit Agreement) shall, by assignments from the Existing Lenders (which shall be deemed to occur automatically on the Effective Date), acquire a portion of the Term A Loans of the Existing Lenders so designated in such amounts (and the Term A Lenders shall, through the Administrative Agent, make such additional adjustments among themselves as shall be necessary) so that after giving effect to such assignments and adjustments, the Term A Lenders shall hold the Term A Loans hereunder ratably in accordance with their respective Term A Commitments. On the Effective Date all "Interest Periods" in respect of the "Loans" under the Existing Credit Agreement that are designated as Term A Loans hereunder shall automatically be terminated and, subject to the terms and conditions of this Agreement (including, without limitation, paragraph (d) below), the Borrowers shall be permitted to Continue such "Loans" as Eurodollar Loans or to Convert such "Loans" into Base Rate Loans hereunder, in each case as provided in Section 2.08 hereof. In addition to the foregoing, each Term A Lender severally agrees, on the terms and conditions of this Agreement, to make additional term loans to the Borrowers in Dollars on the Effective Date (provided that the same shall occur no later than the Term Loan Commitment Termination Date) in an aggregate principal amount up to but not exceeding the amount of the Term A Commitment of such Lender (such Loans, together with the "Loans" under the Existing Credit Agreement designated as Term Loans hereunder pursuant to the preceding paragraph, being herein called "Term A Loans"), provided that in no event shall ------------ -------- the aggregate principal amount of all Term A Loans exceed the aggregate amount of the Term A Commitments as in effect on the Effective Date. Subject to the terms and conditions of this Agreement, on the Effective Date the Borrowers may borrow the amount of the unutilized Term A Commitments by means of Base Rate Loans and Eurodollar Loans, and thereafter the Borrowers may Credit Agreement ---------------- Convert Term A Loans of one Type into Term A Loans of another Type (as provided in Section 2.08 hereof) or Continue Term A Loans of one Type as Term A Loans of the same Type (as provided in Section 2.08 hereof).

• Tranche B Loans (a) Upon the terms and conditions and relying on the representations and warranties contained in this Agreement and the other Loan Documents, each Tranche B Lender severally agrees to make Loans (each a "Tranche B Loan") during the Tranche B Commitment Period on a revolving basis to or for the benefit of the Borrowers, or any combination of them, in an aggregate principal amount not to exceed at any time outstanding the lesser of the Tranche B Facility Amount of such Tranche B Lender or the Percentage Share of such Tranche B Lender of the Tranche B Borrowing Base then in effect (for each Tranche B Lender, its "Tranche B Commitment"); provided, however, that Tranche B Obligations shall not exceed at any time the lesser of (y) the Tranche B Commitment Amount or (z) the difference between the Tranche B Borrowing Base then in effect minus the Borrowing Base then in effect. Tranche B Loans shall be made from time to time on any Business Day designated by the Borrowers in a Tranche B Borrowing Request but only to the extent such Tranche B Loan requested exceeds the Available Tranche A Commitment at such time. (b) Subject to the terms of this Agreement, during the Tranche B Commitment Period, the Borrowers may borrow, repay, and reborrow and convert Tranche B Loans of one type or with one Interest Period into Tranche B Loans of another type or with a different Interest Period. Except for prepayments made pursuant to Section 2.13, each borrowing, conversion, and prepayment of principal, in the case of Base Rate Loans, shall be in an amount at least equal to $100,000 and in multiples of $100,000 thereafter and, in the case of LIBO Rate Loans, shall be in an amount at least equal to $1,000,000 and in multiples of $100,000 thereafter. Each borrowing, prepayment, or conversion of or into a Tranche B Loan of a different type or, in the case of a LIBO Rate Tranche B Loan, having a different Interest Period, shall be deemed a separate borrowing, conversion, and prepayment for purposes of the foregoing, one for each type of Tranche B Loan or Interest Period. Anything in this Agreement to the contrary notwithstanding, the aggregate principal amount of LIBO Rate Tranche B Loans having the same Interest Period shall be at least equal to $1,000,000; and if any LIBO Rate Loan would otherwise be in a lesser principal amount for any period, such Tranche B Loan shall be a Base Rate Loan during such period. (c) Not later than noon, Eastern Standard or Daylight Savings Time, as the case may be, on the date specified for each borrowing of a Tranche B Loan, each Tranche B Lender shall make available to the Agent an amount equal to the Percentage Share of such Tranche B Lender of the borrowing to be made on such date, at an account designated by the Agent, for the account of the Borrower. The amount so received by the Agent shall, subject to the terms and conditions hereof, be made available to the Borrowers in immediately available funds by no later than 1:00 p.m. Eastern Standard or Daylight Savings Time, as the case may be, in an account designated from time to time by the Borrowers. All Tranche B Loans by each Tranche B Lender shall be maintained at the Applicable Lending Office of such Lender and shall be evidenced by the Tranche B Note of such Lender. (d) The failure of any Tranche B Lender to make any Tranche B Loan required to be made by it hereunder shall not relieve any other Tranche B Lender of its obligation to make any Tranche B Loan required to be made by it, and no Tranche B Lender shall be responsible for the failure of any other Tranche B Lender to make any Tranche B Loan. (e) The Borrowers shall have the right at any time and from time to time, upon three (3) Business Days' prior and irrevocable written notice to the Agent, to terminate or reduce the Tranche B Commitments without premium or penalty, in whole or in part, any partial termination to be (i) in an amount not less than $1,000,000 as determined by the Borrowers and in integral multiples of $1,000,000, and (ii) allocated (A) either ratably among the Tranche B Lenders in proportion to their respective Tranche B Commitments; or (B) in the case of a termination of the Tranche B Commitment of a dissenting Tranche B Lender pursuant to Section 2.12(h), allocated solely to such Tranche B Lender; provided, that the Tranche B Commitment Amounts may not be reduced to an amount less than the Tranche B Loan Balance. The Agent shall give prompt notice to each Tranche B Lender of any termination or reduction of the Tranche B Commitments. Any termination of the Tranche B Commitments pursuant to this Section 2.3(e) is permanent and may not be revoked.

• Term Loan A (i) Subject to and upon the terms and conditions of this Agreement, Bank agrees to make one (1) term loan to Borrower in an aggregate principal amount of the Term Loan A Amount (“Term Loan A”). Borrower agrees to request Term Loan A on the Term Loan A Availability End Date. The proceeds of the Term Loan A shall be used for general working capital purposes and for capital expenditures. (ii) Interest shall accrue from the date of Term Loan A at the rate specified in Section 2.3(a), and prior to the Term Loan A Interest-Only End Date interest only shall be payable monthly beginning on January 1, 2011, and continuing on the same day of each month thereafter. If Term Loan A remains outstanding on the Term Loan A Interest-Only End Date, it shall be payable in 30 equal monthly installments of principal, plus all accrued interest, beginning on one month immediately following the Term Loan A Interest-Only End Date, and continuing on the same day of each month thereafter through the Term Loan A Maturity Date, at which time all amounts due in connection with the Term Loan A shall be immediately due and payable. Term Loan A, once repaid, may not be re-borrowed. (iii) On the Term Loan A Availability End Date, Borrower shall confirm to Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time that Borrower desires to obtain Term Loan A. Such confirmation shall be substantially in the form of Exhibit C. The confirmation shall be signed by an Authorized Officer.

• Term Loan Commitment As to each Term Loan Lender, the amount equal to such Term Loan Lender’s Term Loan Commitment Percentage of the aggregate principal amount of the Term Loans from time to time outstanding to the Borrower.

• Term Loans (i) Subject to and upon the terms and conditions of this Agreement, (I) Borrower may request and Bank agrees to make one or more term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche A Term Loan” and collectively the “Tranche A Term Loans”) at any time from the Closing Date through the Availability End Date and (II) Borrower may request and Bank agrees to make one or more additional term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche B Term Loan” and collectively, the “Tranche B Term Loans” and together with the Tranche A Term Loans, each a “Term Loan” and collectively, the “Term Loans”) at any time from the date Borrower achieves the Tranche B Milestones through the Availability End Date. The proceeds of the Term Loans shall be used for general working capital purposes and for capital expenditures. (ii) Interest shall accrue from the date of each Term Loan at the rate specified in Section 2.3(a), and prior to the Availability End Date shall be payable monthly in arrears beginning on the 20th day of the month next following the such Term Loan, and continuing on the same day of each month thereafter. Any Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loans, once repaid, may not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premium. (iii) When Borrower desires to obtain a Term Loan (other than the initial Term Loan), Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day prior to the date on which the Term Loan is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized Officer.

• Initial Loan The obligation of the Lender to make its initial Loan hereunder is subject to the satisfaction, immediately prior to or concurrently with the making of such Loan, of the condition precedent that the Lender shall have received all of the following items, each of which shall be satisfactory to the Lender and its counsel in form and substance: