Closing Date Term Loan. Each Lender agrees severally, but not jointly, upon the terms and subject to the conditions of this Agreement, to make to the Borrower an advance (each, a “Closing Date Term Loan”; collectively, the “Closing Date Term Loans”) on the Closing Date in the principal amount equal to such Lender’s Closing Date Term Loan Commitment; provided, that each Lender with a Closing Date Term Loan Commitment shall (unless otherwise directed by Agent in writing, including via e-mail) disburse the proceeds of its Closing Date Term Loan made by such Lender to the Borrower directly (and not to the Agent for distribution to the Borrower), provided further, that each Lender shall provide to Agent any information reasonably requested by Agent regarding the Closing Date Term Loan made by such Lender. Each Lender’s Term Loan (whether a Closing Date Term Loan made under this Section 1.1(a) or a Delayed Draw Term Loan made under Section 1.1(b)) shall, if requested by such Lender at least 2 Business Days prior to the funding of the applicable Term Loan, be evidenced by a promissory note (each a “Term Note”) duly executed and delivered by the Borrower prior to the funding of such Term Loan substantially in the form attached hereto as Exhibit B, and be repayable in accordance with the terms of such Term Note and this Agreement. Borrower shall make payments on the Closing Date Term Loan in accordance with Section 1.1(c) and the other applicable provisions of this Agreement. Once repaid, any amount borrowed under the Closing Date Term Loan Commitment of each Lender may not be re-borrowed. All amounts owed hereunder with respect to the Term Loans shall be paid in full no later than the Maturity Date. After the funding of the Closing Date Term Loan by a Lender, the Closing Date Term Loan Commitments of such Lender shall immediately and automatically (without the necessity of further action) be reduced in the principal amount of the Closing Date Term Loan made by such Lender.
Appears in 2 contracts
Samples: Loan, Guarantee and Security Agreement (Williams Industrial Services Group Inc.), Guarantee and Security Agreement (Williams Industrial Services Group Inc.)
Closing Date Term Loan. Subject to the terms and conditions of this Agreement, each Term Loan Lender severally agrees to make a loan to the Borrower in Dollars on the Closing Date (the “Closing Date Term Loan”) in an amount not to exceed such Term Loan Lender’s Term Loan Commitment in effect on the Closing Date. The principal amount of each Segment of the Closing Date Term Loan outstanding hereunder from time to time shall bear interest and shall be repayable as herein provided. No amount of the Closing Date Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no Borrowing under the Term Loan Facility shall be allowed other than the advance set forth in the first sentence of this Section 2.01(a) and any Incremental Term Loan advanced as part of any Facilities Increase. Each Term Loan Lender agrees severallyshall, but not jointly, upon pursuant to the terms and subject to the conditions of this Agreement, make available by wire transfer to make the Administrative Agent not later than 12:00 noon New York time on the Closing Date, the amount of its Pro Rata Term Share of the Term Loan Facility then in effect. Each 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 amounts so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including the satisfaction of all applicable conditions in Sections 4.01 (Conditions Precedent to Initial Credit Extensions) and 4.02 (Conditions Precedent to Each Credit Extension), be made available to the Borrower an advance (each, a “Closing Date Term Loan”; collectively, by delivery of the “Closing Date Term Loans”) on the Closing Date in the principal amount equal to such Lender’s Closing Date Term Loan Commitment; provided, that each Lender with a Closing Date Term Loan Commitment proceeds thereof as shall (unless otherwise be directed by Agent in writing, including via e-mail) disburse the proceeds a Responsible Officer of its Closing Date Term Loan made by such Lender to the Borrower directly (and not reasonably acceptable to the Agent for distribution to the Borrower), provided further, that each Lender shall provide to Agent any information reasonably requested by Agent regarding the Closing Date Term Loan made by such Lender. Each Lender’s Term Loan (whether a Closing Date Term Loan made under this Section 1.1(a) or a Delayed Draw Term Loan made under Section 1.1(b)) shall, if requested by such Lender at least 2 Business Days prior to the funding of the applicable Term Loan, be evidenced by a promissory note (each a “Term Note”) duly executed and delivered by the Borrower prior to the funding of such Term Loan substantially in the form attached hereto as Exhibit B, and be repayable in accordance with the terms of such Term Note and this Agreement. Borrower shall make payments on the Closing Date Term Loan in accordance with Section 1.1(c) and the other applicable provisions of this Agreement. Once repaid, any amount borrowed under the Closing Date Term Loan Commitment of each Lender may not be re-borrowed. All amounts owed hereunder with respect to the Term Loans shall be paid in full no later than the Maturity Date. After the funding of the Closing Date Term Loan by a Lender, the Closing Date Term Loan Commitments of such Lender shall immediately and automatically (without the necessity of further action) be reduced in the principal amount of the Closing Date Term Loan made by such Lender. the
Appears in 1 contract
Samples: Credit Agreement (Jarden Corp)
Closing Date Term Loan. Each Lender agrees severally, but not jointly, upon the terms and subject to the conditions of this Agreement, to make to the Borrower an advance (each, a “Closing Date Term Loan”; collectively, the “Closing Date Term Loans”) on the Closing Date in the principal amount equal to such Lender’s Closing Date Term Loan Commitment; provided, that each Lender with a Closing Date Term Loan Commitment shall (unless otherwise directed by Agent in writing, including via e-mail) disburse the proceeds of its Closing Date Term Loan made by such Lender to the Borrower directly (and not to the Agent for distribution to the Borrower), provided further, that each Lender shall provide to Agent any information reasonably requested by Agent regarding the Closing Date Term Loan made by such Lender. Each Lender’s Term Loan (whether a Closing Date Term Loan made under this Section 1.1(a) or a Delayed Draw Term Loan made under Section 1.1(b)) shall, if requested by such Lender at least 2 Business Days prior to the funding of the applicable Term Loan, be evidenced by a promissory note (each a “Term Note”) duly executed and delivered by the Borrower prior to the funding of such Term Loan substantially in the form attached hereto as Exhibit B, and be repayable in accordance with the terms of such Term Note and this Agreement. Borrower shall make payments on the Closing Date Term Loan in accordance with Section 1.1(c) and the other applicable provisions of this Agreement. Once repaid, any amount borrowed under the Closing Date Term Loan Commitment of each Lender may not be re-borrowed. All amounts owed hereunder with respect to the Term Loans shall be paid in full no later than the Maturity Date. After the funding of the Closing Date Term Loan by a Lender, the Closing Date Term Loan Commitments of such Lender shall immediately and automatically (without the necessity of further action) be reduced in the principal amount of the Closing Date Term Loan made by such Lender.
Appears in 1 contract
Samples: And Security Agreement (Williams Industrial Services Group Inc.)
Closing Date Term Loan. Each Lender agrees severally, but not jointly, upon the terms and subject to the conditions of this Agreement, to make to the Borrower an advance (each, a “Closing Date Term Loan”; collectively, the “Closing Date Term Loans”) on the Closing Date in the principal amount equal to such Lender’s Closing Date Term Loan Commitment; provided, that each Lender with a Closing Date Term Loan Commitment shall (unless otherwise directed by Agent in writing, including via e-mail) disburse the proceeds of its Closing Date Term Loan made by such Lender to the Borrower directly (and not to the Agent for distribution to the Borrower), provided further, that each Lender shall provide to Agent any information reasonably requested by Agent regarding the Closing Date Term Loan made by such Lender. Each Lender’s Term Loan (whether a Closing Date Term Loan made under this Section 1.1(a) or a Delayed Draw Term Loan made under Section 1.1(b)) shall, if requested by such Lender at least 2 Business Days prior to the funding of the applicable Term Loan, be evidenced by a promissory note (each a “Term Note”) duly executed and delivered by the Borrower prior to the funding of such Term Loan substantially in the form attached hereto as Exhibit B, and be repayable in accordance with the terms of such Term Note and this Agreement. Borrower shall make payments on the Closing Date Term Loan in accordance with Section 1.1(c) and the other applicable provisions of this Agreement. Once repaid, any amount borrowed under the Closing Date Term Loan Commitment of each Lender may not be re-borrowed. All amounts owed hereunder with respect to the Term Loans shall be paid in full no later than the Maturity Date. After the funding of the Closing Date Term Loan by a Lender, the Closing Date Term Loan Commitments of such Lender shall immediately and automatically (without the necessity of further action) be reduced in the principal amount of the Closing Date Term Loan made by such Lender.
Appears in 1 contract
Samples: Guarantee and Security Agreement (Williams Industrial Services Group Inc.)
Closing Date Term Loan. Each Lender agrees severally, but not jointly, upon the terms and subject to the conditions of this Agreement, to make to the Borrower an advance (each, a “Closing Date Term Loan”; collectively, the “Closing Date Term Loans”) on the Closing Date in the principal amount equal to such Lender’s Closing Date Term Loan Commitment; provided, that each Lender with a Closing Date Term Loan Commitment shall (unless otherwise directed by Agent in writing, including via e-mail) disburse the proceeds of its Closing Date Term Loan made by such Lender to the Borrower directly (and not to the Agent for distribution to the Borrower), ; provided further, that each Lender shall provide to Agent any information reasonably requested by Agent regarding the Closing Date Term Loan made by such Lender. Each Lender’s Term Loan (whether a Closing Date Term Loan made under this Section 1.1(a) or a Delayed Draw Term Loan made under Section 1.1(b)) shall, if requested by such Lender at least 2 two (2) Business Days prior to the funding of the applicable Term Loan, be evidenced by a promissory note (each a “Term Note”) duly executed and delivered by the Borrower prior to the funding of such Term Loan substantially in the form attached hereto as Exhibit B, and be repayable in accordance with the terms of such Term Note and this Agreement. Borrower shall make payments on repay the outstanding balance of the Closing Date Term Loan to the Agent for the pro rata benefit of the Lenders in accordance consecutive monthly installments in the amounts set forth on Schedule B, due and payable in arrears on the first day of each calendar month beginning with Section 1.1(c) the first month indicated on Schedule B (each such date, a “Payment Date”), and a payment of the other applicable provisions of this Agreemententire outstanding balance due and payable on the Stated Maturity Date. Once repaid, any amount borrowed under the Closing Date Term Loan Commitment of each Lender may not be re-borrowed. All Subject to Section 1.2, all amounts owed hereunder with respect to the Term Loans shall be paid in full no later than the Maturity Date. After the funding of the Closing Date Term Loan by a Lender, the Closing Date Term Loan Commitments of such Lender shall immediately and automatically (without the necessity of further action) be reduced in the principal amount of the Closing Date Term Loan made by such Lender. .
Appears in 1 contract
Closing Date Term Loan. Each Lender agrees severally, but not jointly, upon the terms and subject to the conditions of this Agreement, to make to the Borrower an advance (each, a “Closing Date Term Loan”; collectively, the “Closing Date Term Loans”) on the Closing Date in the principal amount equal to such Lender’s Closing Date Term Loan Commitment; provided, that each Lender with a Closing Date Term Loan Commitment shall (unless otherwise directed by Agent in writing, including via e-mail) disburse the proceeds of its Closing Date Term Loan made by such Lender to the Borrower directly (and not to the Agent for distribution to the Borrower), provided further, that each Lender shall provide to Agent any information reasonably requested by Agent regarding the Closing Date Term Loan made by such Lender. Each Lender’s Term Loan (whether a Closing Date Term Loan made under this Section 1.1(a) or a Delayed Draw Term Loan made under Section 1.1(b)) shall, if requested by such Lender at least 2 Business Days prior to the funding of the applicable Term Loan, be evidenced by a promissory note (each a “Term Note”) duly executed and delivered by the Borrower prior to the funding of such Term Loan substantially in the form attached hereto as Exhibit B, and be repayable in accordance with the terms of such Term Note and this Agreement. Borrower shall make payments on the Closing Date Term Loan in accordance with Section 1.1(c) and the other applicable provisions of this Agreement. Once repaid, any amount borrowed under the Closing Date Term Loan Commitment of each Lender may not be re-borrowed. All amounts owed hereunder with respect to the Term Loans shall be paid in full no later than the Maturity Date. After the funding of the Closing Date Term Loan by a Lender, the Closing Date Term Loan Commitments of such Lender shall immediately and automatically (without the necessity of further action) be reduced in the principal amount of the Closing Date Term Loan made by such Lender. Xxxxxx.
Appears in 1 contract
Samples: Guarantee and Security Agreement (Williams Industrial Services Group Inc.)
Closing Date Term Loan. Each Lender agrees severally, but not jointly, upon the terms and subject to the conditions of this Agreement, to make to the Borrower an advance (each, a “Closing Date Term Loan”; collectively, the “Closing Date Term Loans”) on the Closing Date in the principal amount equal to such Lender’s Closing Date Term Loan Commitment; provided, that each Lender with a Closing Date Term Loan Commitment shall (unless otherwise directed by Agent in writing, including via e-mail) disburse the proceeds of its Closing Date Term Loan made by such Lender to the Borrower directly (and not to the Agent for distribution to the Borrower), provided further, that each Lender shall provide to Agent any information reasonably requested by Agent regarding the Closing Date Term Loan made by such Lender. Each Lender’s Term Loan (whether a Closing Date Term Loan made under this Section 1.1(a) or a Delayed Draw Term Loan made under Section 1.1(b)) shall, if requested by such Lender at least 2 Business Days prior to the funding of the applicable Term Loan, be evidenced by a promissory note (each a “Term Note”) duly executed and delivered by the Borrower prior to the funding of such Term Loan substantially in the form attached hereto as Exhibit B, and be repayable in accordance with the terms of such Term Note and this Agreement. Borrower shall make payments on the Closing Date Term Loan in accordance with Section 1.1(c) and the other applicable provisions of this Agreement. Once repaid, any amount borrowed under the Closing Date Term Loan Commitment of each Lender may not be re-borrowed. All amounts owed hereunder with respect to the Term Loans shall be paid in full no later than the Maturity Date. After the funding of the Closing Date Term Loan by a Lender, the Closing Date Term Loan Commitments of such Lender shall immediately and automatically (without the necessity of further action) be reduced in the principal amount of the Closing Date Term Loan made by such Lender.
Appears in 1 contract
Samples: Guarantee and Security Agreement (Williams Industrial Services Group Inc.)
Closing Date Term Loan. Subject to the terms and conditions of this Agreement, each Term Loan Lender severally agrees to make a loan to the Borrower in Dollars on the Closing Date (the "CLOSING DATE TERM LOAN") in an amount not to exceed such Term Loan Lender's Term Loan Commitment in effect on the Closing Date. The principal amount of each Segment of the Closing Date Term Loan outstanding hereunder from time to time shall bear interest and shall be repayable as herein provided. No amount of the Closing Date Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no Borrowing under the Term Loan Facility shall be allowed other than the advance set forth in the first sentence of this Section 2.01(a) and any Incremental Term Loan advanced as part of any Facilities Increase. Each Term Loan Lender agrees severallyshall, but not jointly, upon pursuant to the terms and subject to the conditions of this Agreement, make available by wire transfer to make the Administrative Agent not later than 12:00 noon New York time on the Closing Date, the amount of its Pro Rata Term Share of the Term Loan Facility then in effect. Each 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 amounts so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including the satisfaction of all applicable conditions in Sections 4.01 (Conditions Precedent to Initial Credit Extensions) and 4.02 (Conditions Precedent to Each Credit Extension), be made available to the Borrower an advance (each, by delivery of the proceeds thereof as shall be directed by a “Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The Borrower shall deliver to the Administrative Agent a Term Loan Interest Rate Selection Notice no later than 12:00 Noon New York time at least one Business Day prior to the Closing Date Term Loan”; collectively, the “Closing Date Term Loans”) on (or at least three Business Days prior to the Closing Date in the principal amount equal to such Lender’s Closing Date Term Loan Commitment; provided, that each Lender with a Closing Date Term Loan Commitment shall (unless otherwise directed by Agent in writing, including via e-mail) disburse the proceeds case of its Closing Date Term Loan made by such Lender to the Borrower directly (and not to the Agent for distribution to the Borrowerany Eurodollar Rate Loans), provided further, that each Lender shall provide to Agent any information reasonably requested by Agent regarding requesting the Borrowing of the Closing Date Term Loan made by such LenderLoan. Each Lender’s The Term Loan Interest Rate Selection Notice shall specify (whether a Closing Date Term Loan made under this Section 1.1(ai) or a Delayed Draw Term Loan made under Section 1.1(b)) shall, if requested by such Lender at least 2 Business Days prior to the proposed funding of the applicable Term Loan, be evidenced by a promissory note (each a “Term Note”) duly executed and delivered by the Borrower prior to the funding of such Term Loan substantially in the form attached hereto as Exhibit B, and be repayable in accordance with the terms of such Term Note and this Agreement. Borrower shall make payments on the Closing Date Term Loan in accordance with Section 1.1(c) and the other applicable provisions of this Agreement. Once repaid, any amount borrowed under the Closing Date Term Loan Commitment of each Lender may not be re-borrowed. All amounts owed hereunder with respect to the Term Loans shall be paid in full no later than the Maturity Date. After the funding date of the Closing Date Term Loan by (which shall be a Lender, the Closing Date Term Loan Commitments of such Lender shall immediately and automatically (without the necessity of further action) be reduced in the principal amount of the Closing Date Term Loan made by such Lender. Business Day),
Appears in 1 contract
Samples: Credit Agreement (Jarden Corp)