Commitments for Loans. Subject to and upon the terms and conditions herein set forth, each Lender severally agrees to make a loan or loans (each a "LOAN" and, collectively, the "LOANS") to the Borrower, which Loans shall be drawn in accordance with the following provisions: (a) Loans may be incurred by the Borrower at any time and from time to time on and after the Closing Date and prior to the Maturity Date; (b) except as otherwise provided, Loans may, at the option of the Borrower, be incurred and maintained as, or converted into, Loans which are Prime Rate Loans or Eurodollar Loans, in each case denominated in Dollars, PROVIDED that all Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Loans of the same Type; (c) Loans may be repaid or prepaid and reborrowed in accordance with the provisions hereof; (d) if as of the end of the Borrower's most recent fiscal quarter the Borrower's Gross Recoveries in Process at the end of such fiscal quarter are less than the Minimum Gross Recoveries in Process at such time, no additional Loans may be incurred if after giving effect thereto the sum of the aggregate outstanding Loans and the Letter of Credit Outstandings would exceed 5% of the Borrower's Gross Recoveries in Process as of the end of such fiscal quarter; (e) if at the time any Loan is to be incurred the Borrower is then obligated to make at such time or thereafter prepayments of Loans under section 5.2(c) in respect of the Excess Amount, the amount otherwise available to be borrowed hereunder shall be reduced by the full original balance of the Excess Amount (without regard to the amount of prepayments of Loans which have already been made under section 5.2(c) in respect of such Excess Amount), but no such reduction shall be taken into account for purposes of section 4.1(a) hereof); and (f) Loans made by any Lender shall not exceed for such Lender at any time outstanding that aggregate principal amount which, when added to the product at such time of (i) such Lender's Percentage, TIMES (ii) the aggregate Letter of Credit Outstandings, equals the Commitment of such Lender at such time.
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Commitments for Loans. Subject to and upon the terms and conditions herein set forth, each Lender severally agrees to make a loan or loans (each a "LOAN" and, collectively, the "LOANS") to the Borrower, which Loans shall be drawn in accordance with the following provisions:
(a) Loans may be incurred by the Borrower at any time and from time to time on and after the Closing Date and prior to the Maturity Date, PROVIDED that, no Loan will be made in any amount which, after giving effect thereto, would cause the sum of the aggregate outstanding Loans and the Letter of Credit Outstandings to exceed the Maximum Availability at such time;
(b) except as otherwise provided, Loans may, at the option of the Borrower, be incurred and maintained as, or converted into, Loans which are Prime Rate Loans or Eurodollar Loans, in each case denominated in Dollars, PROVIDED that all Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Loans of the same Type;
(c) Loans may be repaid or prepaid and reborrowed in accordance with the provisions hereof;
(d) if as of the end of the Borrower's most recent fiscal quarter the Borrower's Gross Recoveries in Process at the end of such fiscal quarter are less than the Minimum Gross Recoveries in Process at such time, no additional Loans may be incurred if if, after giving effect thereto thereto, the sum of the aggregate outstanding Loans and the Letter of Credit Outstandings would exceed 5% of the Borrower's Gross Recoveries in Process as of the end of such fiscal quarter;
(e) if at the time any Loan is to be incurred the Borrower is then obligated to make at such time or thereafter prepayments of Loans under section 5.2(c) in respect of the Excess Amount, the amount otherwise available to be borrowed hereunder shall be reduced by the full original balance of the Excess Amount (without regard to the amount of prepayments of Loans which have already been made under section 5.2(c) in respect of such Excess Amount), but no such reduction shall be taken into account for purposes of section 4.1(a) hereof); and
(f) Loans made by any Lender shall not exceed for such Lender at any time outstanding that aggregate principal amount which, when added to the product at such time of (i) such Lender's Percentage, TIMES (ii) the aggregate Letter of Credit Outstandings, equals the Commitment of such Lender at such time.
(g) It is the intention of the Borrower and the Lenders that, without constituting a novation, the Obligations as of the Closing Date under this Agreement be and hereby are the some Obligations as those outstanding under the Existing Credit Agreement immediately prior to the effectiveness of this Agreement. In the event that any loans under the Existing Credit Agreement shall remain outstanding on the Closing Date, then any then-outstanding Interest Periods shall automatically be terminated and such loans shall be continued as Loans hereunder, and the Lenders hereunder shall, on the Closing Date, take such actions, and make such adjustments among themselves, as shall be necessary so that such loans are held hereunder pro rata in accordance with their respective Commitments, including by purchasing the loans under the Existing Credit Agreement of any "Lenders" under the Existing Credit Agreement that are not becoming Lenders hereunder. On the Closing Date, the Borrower shall cause to be paid to each "Lender" party to the Existing Credit Agreement, all amounts that would be owing to such Lender under section 2.10 of the Existing Credit Agreement as if the "Loans" of such Lender under the Existing Credit Agreement were being repaid on the Closing Date, whether or not any such loans are actually repaid on the Closing Date.
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Commitments for Loans. (a) Subject to and upon the terms and conditions herein set forthforth in this Agreement, each Lender severally agrees to make a loan or loans (each a "LOAN" and, collectively, the "LOANS") to the Borrower, which Loans shall be drawn drawn, in accordance with the following provisions:
: (ai) Loans may be incurred made pursuant to a Borrowing by the Borrower at any time and from time to time on and after the Closing Initial Borrowing Date and prior to the Maturity Date;
; (bii) Loans may, except as otherwise provided, Loans may, at the option of the Borrower, be incurred and maintained as, or converted or Redenominated into, Loans which are Prime Rate Loans or Eurodollar Eurocurrency Loans, in each case denominated in DollarsDollars or an Alternative Currency, PROVIDED that all Loans made as part of the same Borrowing by the Borrower shall, unless otherwise specifically provided herein, consist of Loans of the same Type;
Type and currency; and PROVIDED, FURTHER, that the aggregate outstanding principal amount of Loans to the Borrower denominated in any Alternative Currency shall not exceed $8,000,000 at any time outstanding; (ciii) Loans may be repaid or prepaid and reborrowed in accordance with the provisions hereof;
; and (d) if as of the end of the Borrower's most recent fiscal quarter the Borrower's Gross Recoveries in Process at the end of such fiscal quarter are less than the Minimum Gross Recoveries in Process at such time, no additional iv Loans may be incurred if after giving effect thereto the sum of the aggregate outstanding Loans and the Letter of Credit Outstandings would exceed 5% of the Borrower's Gross Recoveries in Process as of the end of such fiscal quarter;
(e) if at the time any Loan is to be incurred the Borrower is then obligated to make at such time or thereafter prepayments of Loans under section 5.2(c) in respect of the Excess Amount, the amount otherwise available to be borrowed hereunder shall be reduced by the full original balance of the Excess Amount (without regard to the amount of prepayments of Loans which have already been made under section 5.2(c) in respect of such Excess Amount), but no such reduction shall be taken into account for purposes of section 4.1(a) hereof); and
(f) Loans made by any Lender shall not exceed for such any Lender at any time outstanding that aggregate principal amount which, when added to the product at such time of (ix) such Lender's Percentage, TIMES (iiy) the aggregate Letter of Credit Outstandings, equals the Commitment of such Lender at such time. In addition, no Loans shall be incurred at any time if after giving effect thereto the Borrower would be required to prepay Loans in accordance with section 5.2(a).
(b) Notwithstanding the foregoing or anything to the contrary contained in this Agreement, unless each Lender, acting in its sole, complete and unfettered discretion, otherwise consents in writing, no Loans shall be made or Letters of Credit issued or increased in amount if after giving effect thereto the sum of (x) the aggregate principal amount of all Loans outstanding, and (y) the Letter of Credit Outstandings, would exceed $55,000,000.
(c) Notwithstanding anything to the contrary contained in this Agreement, no term or provision of this section 2.1 (or any of the definitions of the terms used in this section 2.1) may be changed, amended or otherwise modified, nor may performance thereof be waived, EXCEPT pursuant to a written instrument signed by the Borrower and all of the Lenders.
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Samples: Credit Agreement (Advanced Lighting Technologies Inc)
Commitments for Loans. Subject to and upon the terms and conditions herein set forth, each Lender that has a Commitment severally agrees to make a loan or loans Loans (each a "LOAN" and, collectively, the "LOANS") to the Borrower, which . Loans shall be drawn in accordance with the following provisions:
(ai) Loans may be incurred by the Borrower at any time and from time to time on and after the Closing Date and prior to the earlier of the Business Day immediately preceding the Maturity Date;
Date or the date the Total Commitment is terminated; (bii) except as otherwise provided, Loans may, at the option of the Borrower, be incurred and maintained as, or converted Converted into, Loans which are Prime Rate Loans or Eurodollar LIBOR Loans, in each case denominated in Dollars, ; PROVIDED that all Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Loans of the same Type;
; (ciii) Loans may be repaid or prepaid and reborrowed in accordance with the provisions hereof;
; and (div) if as shall not, at any time of determination, in the aggregate exceed the aggregate amount of the end of the Borrower's most recent fiscal quarter the Borrower's Gross Recoveries in Process at the end of such fiscal quarter are less than the Minimum Gross Recoveries in Process Total Commitment at such time. Except as may otherwise be specifically provided in this Agreement, no additional Loans may the Total Commitment shall be incurred if after giving effect thereto deemed used (and correspondently, the sum of Unutilized Total Commitment shall be deemed reduced) from time to time by the aggregate outstanding Loans and the Letter of Credit Outstandings would exceed 5% principal amount of the Borrower's Gross Recoveries in Process as Competitive Bid Loans then outstanding, and such deemed usage of the end of Total Commitment (and such fiscal quarter;
deemed reduction in the Unutilized Total Commitment) shall be pro rated among the Lenders according to their respective Facility Percentages (e) if at the time any Loan is to be incurred the Borrower is then obligated to make at such time or thereafter prepayments of Loans under section 5.2(c) in respect deemed usage of the Excess AmountTotal Commitment and such deemed reduction in the Unutilized Total Commitment, the amount otherwise available to be borrowed hereunder shall be reduced by the full original balance of the Excess Amount (without regard to the amount of prepayments of Loans which have already been made under section 5.2(c) in respect of such Excess Amounteach being a "COMPETITIVE BID REDUCTION"), but no such reduction shall be taken into account for purposes of section 4.1(a) hereof); and
(f) Loans made by any Lender shall not exceed for such Lender at any time outstanding that aggregate principal amount which, when added to the product at such time of (i) such Lender's Percentage, TIMES (ii) the aggregate Letter of Credit Outstandings, equals the Commitment of such Lender at such time.
Appears in 1 contract
Commitments for Loans. Subject to and upon the terms and conditions herein set forth, each Lender severally agrees to make a loan or loans (each a "LOAN" and, collectively, the "LOANS") to the Borrower, which Loans shall be drawn in accordance with drawn, to the following provisionsextent such Lender has a commitment under a Facility, under the applicable Facility, as set forth below:
(a) TERM LOAN FACILITY. Loans under the Term Loan Facility (each a "TERM LOAN" and, collectively, the "TERM LOANS"): (i) may be incurred by the Borrower at any time and from time to time on and after the Closing Date and prior to the Maturity Date;
; (bii) may only be incurred to finance Permitted Acquisitions; (iii) in the case of Term Loans incurred to finance a particular Permitted Acquisition, such Term Loans shall be incurred at the time of (or within 10 days following) the completion of the Permitted Acquisition, and may not exceed 100% of the cash consideration involved in such Permitted Acquisition (including cash used to retire assumed Indebtedness or Indebtedness of any acquired person); (iv) except as otherwise provided, Loans may, at the option of the Borrower, be incurred and maintained as, or converted into, Term Loans which are Prime Rate Loans or Eurodollar Loans, in each case denominated in Dollars, PROVIDED that all Term Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Term Loans of the same Type;
; and (cv) Loans may be repaid or prepaid and reborrowed in accordance with the provisions hereof;
(d) if as of the end of the Borrower's most recent fiscal quarter the Borrower's Gross Recoveries in Process at the end of such fiscal quarter are less than the Minimum Gross Recoveries in Process at such time, no additional Loans may be incurred if after giving effect thereto the sum of the aggregate outstanding Loans and the Letter of Credit Outstandings would exceed 5% of the Borrower's Gross Recoveries in Process as of the end of such fiscal quarter;
(e) if at the time any Loan is to be incurred the Borrower is then obligated to make at such time or thereafter prepayments of Loans under section 5.2(c) in respect of the Excess Amount, the amount otherwise available to be borrowed hereunder shall be reduced by the full original balance of the Excess Amount (without regard to the amount of prepayments of Loans which have already been made under section 5.2(c) in respect of such Excess Amount), but no such reduction shall be taken into account for purposes of section 4.1(a) hereof); and
(f) Loans made by any Lender shall not exceed for such any Lender at any time outstanding that aggregate principal amount which, when added to the product at such time of (i) such Lender's PercentageTerm Loan Commitment, TIMES (ii) the aggregate Letter of Credit Outstandingsif any, equals the Commitment of such Lender at such time. Once prepaid or repaid, Term Loans may not be reborrowed, except that Term Loans which are prepaid in accordance with section 5.2(e) may be reborrowed if, at the time of and in connection with any such prepayment, the Borrower so elects as provided in section 5.2(e).
Appears in 1 contract
Commitments for Loans. Subject to and upon the terms and conditions herein set forth, each Lender severally agrees to make a loan or loans (each a "LOAN" and, collectively, the "LOANS") to the Borrower, which Loans shall be drawn in accordance with the following provisions:
(a) Loans may be incurred by the Borrower at any time and from time to time on and after the Closing Date and prior to the Maturity Date;
(b) except as otherwise provided, Loans may, at the option of the Borrower, be incurred and maintained as, or converted Converted into, Loans which are Prime Rate Loans or Eurodollar Loans, in each case denominated in Dollars, PROVIDED that all Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Loans of the same Type;
(c) Loans may be repaid or prepaid and reborrowed in accordance with the provisions hereof;
(d) if as of the end of the Borrower's most recent fiscal quarter the Borrower's Gross Recoveries in Process at the end of such fiscal quarter are less than the Minimum Gross Recoveries in Process at such time, no additional Loans may be incurred if after giving effect thereto the sum of the aggregate outstanding Loans and the Letter of Credit Outstandings would exceed 5% of the Borrower's Gross Recoveries in Process as of the end of such fiscal quarter;
(e) if at the time any Loan is to be incurred the Borrower is then obligated to make at such time or thereafter prepayments of Loans under section 5.2(c) in respect of the Excess Amount, the amount otherwise available to be borrowed hereunder shall be reduced by the full original balance of the Excess Amount (without regard to the amount of prepayments of Loans which have already been made under section 5.2(c) in respect of such Excess Amount), but no such reduction shall be taken into account for purposes of section 4.1(a) hereof); and
(fd) Loans made by any Lender shall not exceed for such Lender at any time outstanding that aggregate principal amount which, when added to the product at such time of (i) such Lender's Percentage, TIMES (ii) the aggregate Letter of Credit Outstandings, equals the Commitment of such Lender at such time. In addition, and notwithstanding the foregoing, the maximum aggregate principal amount of Loans which may be incurred and outstanding at any time, when taken together with all other Consolidated Total Debt at the time outstanding, may not exceed the maximum aggregate principal amount of Consolidated Total Debt which could be outstanding without violating the requirements of section 9.8, based on the most recent computation of Consolidated EBITDA contained in the Closing Date Certificate or a certificate delivered pursuant to section 8.1(c).
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