Company Credit Facilities. (a) Holdco shall not have incurred (or become obligated to incur) fees of more than $5,375,000 relating to the transactions described in Section 1.2(c)(iv) of the Equity Purchase Agreement (other than clauses (D) and (E)) of the Equity Purchase Agreement plus annual administrative agency fees in an amount not exceeding $150,000 per annum payable quarterly; and
(b) the Applicable Margin (as defined in Schedule D to the Equity Purchase Agreement) on the Term B Loans (as defined in Schedule D to the Equity Purchase Agreement) shall not have been increased by more than 1.625% per annum (all of which may take the form of original issue discount over a four-year life to maturity (i.e. 6.5% or $16,250,000)); provided that any increase shall have been necessary in the reasonable discretion of the Lead Arranger (as defined in Schedule D to the Equity Purchase Agreement) to place the Term B Loans and the Lead Arranger shall first consider (in consultation with Holdco and the Investors) using increases in the margin prior to imposing original issue discount.
Company Credit Facilities. No later than the Closing, Company shall (i) cause all third party indebtedness for borrowed money of Company and its subsidiaries (excluding trade payables, lease obligations and similar obligations) or guarantees by Company or any of its subsidiaries of any third party indebtedness to be paid in full or otherwise settled, (ii) cause all agreements relating to such indebtedness (including security agreements) to be terminated, and (iii) cause all security interests, liens or other encumbrances securing such indebtedness to be released and shall file all UCC termination statements necessary to perfect or give notice of the release of such security interests.
Company Credit Facilities. (a) Each of NEP and the Company shall use its reasonable best efforts to take, and cause the Company Loan Parties to take, all actions and to do, and to cause to be done, all things necessary, proper, or advisable to cause the Company Loan Parties to arrange, consummate, obtain, and complete, at or prior to the Closing, the Tranche A Facility Draw, the Tranche B Facility Draw, and the Tranche C Facility on the terms and conditions described in the Term Loan Agreement, including (i) using reasonable best efforts to maintain in effect the Term Loan Agreement, (ii) timely negotiating and entering into the Credit Support and any additional definitive agreements with respect to the Closing Date Debt Financing or Tranche C Facility on terms and conditions contemplated by the Term Loan Agreement (any such agreements, collectively with the Term Loan Agreement, the “Debt Agreements”), (iii) satisfying or causing to be waived on a timely basis all conditions in the Debt Agreements to funding the Closing Date Debt Financing at the Closing that are applicable to the Company Loan Parties and that are within its control, (iv) in the event of a failure to fund that prevents, impedes, or delays the Closing, enforcing the Company Loan Parties’ rights under the Debt Agreements, and (v) if the conditions set forth in Section 2.05 and Section 2.06 have been satisfied or waived (other than those conditions that by their nature are to be satisfied or waived at the Closing, but subject to the satisfaction and/or waiver of such conditions at the Closing), consummating the Closing Date Debt Financing at the Closing.
(b) If all or any portion of the Closing Date Debt Financing becomes unavailable on the terms (which terms include any applicable “flex” rights) and conditions contemplated in the Debt Agreements, NEP and the Company shall cause the Company Loan Parties to use reasonable best efforts to obtain, as promptly as practicable following the occurrence of such event, (i) alternative financing for any such portion from the same or alternative sources on terms and conditions reasonably acceptable to the Class B Purchaser that are not materially less favorable in the aggregate to the Company and the Company Loan Parties than the financing contemplated by the Debt Agreements, as applicable, and (ii) one or more new credit agreements or other financing facilities with respect to such alternative financing (an “Alternative Financing Agreement”, and collectively with any Debt Agreem...
Company Credit Facilities. Unless the applicable Company Credit Facility has been refinanced as permitted by Section 6.2(b), the Consent Agreements shall have become effective in accordance with their terms and shall remain in full force and effect as of the Closing, such agreements shall not have been amended or modified in any respect since the Execution Date without the prior written consent of Parent, and any Loan (as defined in the applicable Company Credit Facility) held by any Non-Consenting Lender (as defined in the applicable Consent Agreement) shall have been repaid in full or assigned to one or more of the other Company Lenders that have executed the applicable Consent Agreement.
Company Credit Facilities the line of credit loan to the Company pursuant to the Revolving Demand Commercial Note and related agreements, as amended from time to time, dated as of June 9, 1998, with United Bank.
Company Credit Facilities. (a) The Buyer shall use its best efforts to cause the Company to fully draw down all credit lines and term loans available to drawn down under the Third Amended and Restated Credit Agreement of the Company, dated as of June 9, 2017 (as amended, the “Company Credit Agreement”), by and among the Company, the guarantors party thereto, the lenders party thereto and CoBank ACB, as administrative agent for the lenders thereto. In the event that the Closing does not occur for any reason on or prior to January 31, 2020, the Buyer shall cause the Company to make a distribution to the members of the Company of all amounts drawn down under the Company Credit Agreement pursuant to the immediately preceding sentence.
(b) At all times prior to Closing, each of the Buyer and the Seller, to the extent necessary, shall vote, and cause its respective Representatives to vote, its respective limited liability interests of the Company in a manner as to allow the Company to fully draw down all credit lines and term loans available to draw down under the Company Credit Agreement. For purposes of the approval requirements set forth in Section 7.4.2 of the Fourth A&R Operating Agreement, each of the Seller and the Buyer hereby consents to the full draw down of all credit lines and term loans available to draw down under the Company Credit Agreement and the incurrence by the Company of such related indebtedness.
Company Credit Facilities. No later than the Closing, Company shall (i) cause all agreements relating to Company Debt (including security agreements) to be terminated, and (ii) cause all security interests, liens or other encumbrances securing such Company Debt to be released and shall file all UCC termination statements necessary to perfect or give notice of the release of such security interests.
Company Credit Facilities. The Company shall have received evidence reasonably satisfactory to the Company that Parent will satisfy its obligations under Section 3.05(a).
Company Credit Facilities. The Company Credit Facilities shall have been terminated at or prior to Closing, and the Company shall have caused the termination of all security interests under the Company Credit Facilities with respect to the assets of the Company and its Subsidiaries.
Company Credit Facilities. The Purchaser shall repay, or cause the Surviving Entity to repay, all Indebtedness under the Company Credit Facilities at the Closing.
