Evidence of Debt; Repayment of Loans. (I) Each U.S. Borrower, jointly and severally, hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each U.S. Tranche A Revolving Lender, the then unpaid principal amount of each U.S. Tranche A Revolving Loan of such U.S. Tranche A Revolving Lender and (ii) to each U.S. Swingline Lender the then unpaid principal amount of each applicable Swingline Loan, in each case, on the Revolving Maturity Date. Each CanadianThe U.S. Parent Borrower jointly and severally, hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Canadian RevolvingDelayed Draw Term Lender, the then unpaid principal amount of each Canadian Revolvingthe Delayed Draw Term Loans of such Canadian Revolving Lender and (ii) to the Canadian Swingline Lender the then unpaid principal amount of each applicable Canadian Swingline Loan, in each case, on the Maturity Date. Each Dutch Borrower, jointly and severally, hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Dutch Revolving Lender, the then unpaid principal amount of each Dutch Revolving Loan of such Dutch Revolving Lender, and (ii) to the Dutch Swingline Lender the then unpaid principal amount of each applicable Dutch Swingline Loan, in each case, on the Maturity Date.Delayed Draw Term Lender on the Delayed Draw Maturity Date. (II) Each U.S. Borrower, jointly and severally, hereby unconditionally promises to pay to the U.S. Administrative Agent for the ratable account of each U.S. Tranche B Revolving Lender, in quarterly installments on the dates set forth below, or if any such date is not a Business Day, on the immediately preceding Business Day, a principal amount in respect of the U.S. Tranche B Revolving Loans equal to the amount set forth in the below grid under the heading "Quarterly Amortization Payment" (ratably reduced by the amount of any voluntary prepayments of the outstanding U.S. Tranche B Revolving Loans consummated prior to any such date). For the avoidance of doubt, any U.S. Tranche B Revolving Loans that are repaid may not be reborrowed. March 31, 2020 $3,333,333.33 June 30, 2020 $3,333,333.35
Appears in 1 contract
Samples: Restatement Agreement (SunOpta Inc.)
Evidence of Debt; Repayment of Loans. (Ia) Each U.S. Borrower, jointly and severally, hereby unconditionally promises to pay (i) to the Administrative Agent (A) for the account of each U.S. Tranche A Revolving Lender, the then unpaid principal amount of each U.S. Tranche A Revolving Loan of such U.S. Tranche A Revolving Lender, (B) for the account of each Canadian Lender, the then unpaid amount of each Canadian Revolving Loan borrowed by the U.S. Borrowers of such Canadian Lender, (C) for the account of each U.S. FILO Lender, if applicable, the then unpaid principal amount of each U.S. FILO Loan of such U.S. FILO Lender and (D) for the account of each Canadian FILO Lender, if applicable, the then unpaid principal amount of each Canadian FILO Loan borrowed by the U.S. Borrowers of such Canadian FILO Lender, in each case, on the Maturity Date and (ii) to each U.S. Swingline Lender the then unpaid principal amount of each applicable Swingline Loan, in each case, Loan on the Revolving Maturity Date. Each CanadianThe U.S. Parent Canadian Borrower and U.K. Borrower, if any, jointly and severally, hereby unconditionally promises to pay (i) to the Administrative Agent (A) for the account of each Canadian RevolvingDelayed Draw Term Revolving Lender, the then unpaid principal amount of each Canadian Revolvingthe Delayed Draw Term Loans Revolving Loan of such Canadian Revolving Lender and (B) for the account of each Canadian FILO Lender, if applicable, the then unpaid principal amount of each Canadian FILO Loan of such Canadian FILO Lender, in each case, on the Maturity Date and (ii) to the Canadian Swingline Lender the then unpaid principal amount of each applicable Canadian Swingline Loan, in each case, on the Maturity Date. Each Dutch Borrower, jointly and severally, hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Dutch Revolving Lender, the then unpaid principal amount of each Dutch Revolving Loan of such Dutch Revolving Lender, and (ii) to the Dutch Swingline Lender the then unpaid principal amount of each applicable Dutch Swingline Loan, in each case, on the Maturity Date.Delayed Draw Term
(b) Each Lender on shall maintain in accordance with its usual practice an account or accounts evidencing the Delayed Draw Maturity Dateindebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement. The Company shall be entitled to review records of such accounts with prior reasonable notice during normal business hours.
(IIc) Each U.S. Borrower, jointly and severally, hereby unconditionally promises to pay to the U.S. The Administrative Agent for shall maintain accounts in which it will record (i) the ratable account amount of each U.S. Tranche B Revolving LenderLoan made hereunder, in quarterly installments on the dates set forth belowType thereof, the currency thereof and the Interest Period or if any such date is not a Business Day, on the immediately preceding Business Day, a principal amount in respect of the U.S. Tranche B Revolving Loans equal to the amount set forth in the below grid under the heading "Quarterly Amortization Payment" Contract Period applicable thereto; (ratably reduced by ii) the amount of any voluntary prepayments principal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder; and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the outstanding U.S. Tranche B Revolving Lenders and each Lender’s share thereof. Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to such Lender. The Company shall be entitled to review records of such accounts with prior reasonable notice during normal business hours.
(d) The entries made in the accounts maintained pursuant to paragraphsclauses (b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded absent manifest error; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligations of the Borrowers to repay the Loans consummated prior in accordance with their terms.
(e) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Relevant Borrowers shall promptly prepare, execute and deliver to any such date). For Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the avoidance form of doubtExhibit X-0, any U.S. Tranche B Revolving Loans that are repaid may not be reborrowed. March 31Xxxxxxx X-0, 2020 $3,333,333.33 June 30Exhibit B-3 or Exhibit B-4, 2020 $3,333,333.35as applicable.
Appears in 1 contract
Evidence of Debt; Repayment of Loans. (Ia) Each U.S. Borrower, jointly and severally, hereby unconditionally promises to pay (i) to the Administrative Agent (A) for the account of each U.S. Tranche A Revolving Lender, the then unpaid principal amount of each U.S. Tranche A Revolving Loan of such U.S. Tranche A Revolving Lender, (B) for the account of each Canadian Lender, the then unpaid amount of each Canadian Revolving Loan borrowed by the U.S. Borrowers of such Canadian Lender, (C) for the account of each U.S. FILO Lender, if applicable, the then unpaid principal amount of each U.S. FILO Loan of such U.S. FILO Lender and (D) for the account of each Canadian FILO Lender, if applicable, the then unpaid principal amount of each Canadian FILO Loan borrowed by the U.S. Borrowers of such Canadian FILO Lender, in each case, on the Maturity Date and (ii) to each U.S. Swingline Lender the then unpaid principal amount of each applicable Swingline Loan, in each case, Loan on the Revolving Maturity Date. Each CanadianThe U.S. Parent Canadian Borrower and U.K. Borrower, if any, jointly and severally, hereby unconditionally promises to pay (i) to the Administrative Agent (A) for the account of each Canadian RevolvingDelayed Draw Term Revolving Lender, the then unpaid principal amount of each Canadian Revolvingthe Delayed Draw Term Loans Revolving Loan of such Canadian Revolving Lender and (B) for the account of each Canadian FILO Lender, if applicable, the then unpaid principal amount of each Canadian FILO Loan of such Canadian FILO Lender, in each case, on the Maturity Date and (ii) to the Canadian Swingline Lender the then unpaid principal amount of each applicable Canadian Swingline Loan, in each case, on the Maturity Date. Each Dutch Borrower, jointly and severally, hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Dutch Revolving Lender, the then unpaid principal amount of each Dutch Revolving Loan of such Dutch Revolving Lender, and (ii) to the Dutch Swingline Lender the then unpaid principal amount of each applicable Dutch Swingline Loan, in each case, on the Maturity Date.Delayed Draw Term
(b) Each Lender on shall maintain in accordance with its usual practice an account or accounts evidencing the Delayed Draw Maturity Dateindebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement. The Company shall be entitled to review records of such accounts with prior reasonable notice during normal business hours.
(IIc) Each U.S. Borrower, jointly and severally, hereby unconditionally promises to pay to the U.S. The Administrative Agent for shall maintain accounts in which it will record (i) the ratable account amount of each U.S. Tranche B Revolving LenderLoan made hereunder, in quarterly installments on the dates set forth belowType thereof, or if any such date is not a Business Day, on the immediately preceding Business Day, a principal amount in respect of currency thereof and the U.S. Tranche B Revolving Loans equal to the amount set forth in the below grid under the heading "Quarterly Amortization Payment" Interest Period applicable thereto; (ratably reduced by ii) the amount of any voluntary prepayments principal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder; and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the outstanding U.S. Tranche B Revolving Lenders and each Lender’s share thereof. Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to such Lender. The Company shall be entitled to review records of such accounts with prior reasonable notice during normal business hours.
(d) The entries made in the accounts maintained pursuant to clauses (b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded absent manifest error; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligations of the Borrowers to repay the Loans consummated prior in accordance with their terms.
(e) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Relevant Borrowers shall promptly prepare, execute and deliver to any such date). For Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the avoidance form of doubtExhibit X-0, any U.S. Tranche B Revolving Loans that are repaid may not be reborrowed. March 31Xxxxxxx X-0, 2020 $3,333,333.33 June 30Exhibit B-3 or Exhibit B-4, 2020 $3,333,333.35as applicable.
Appears in 1 contract
Evidence of Debt; Repayment of Loans. (I) Each U.S. Borrower, jointly and severally, hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each U.S. Tranche A Revolving Lender, the then unpaid principal amount of each U.S. Tranche A Revolving Loan of such U.S. Tranche A Revolving Lender and (ii) to each U.S. Swingline Lender the then unpaid principal amount of each applicable Swingline Loan, in each case, on the Revolving Maturity Date. Each CanadianThe U.S. Parent Canadian Borrower jointly and severally, hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Canadian RevolvingDelayed Draw Term Revolving Lender, the then unpaid principal amount of each Canadian Revolvingthe Delayed Draw Term Loans Revolving Loan of such Canadian Revolving Lender and (ii) to the Canadian Swingline Lender the then unpaid principal amount of each applicable Canadian Swingline Loan, in each case, on the Maturity Date. Each Dutch Borrower, jointly and severally, hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Dutch Revolving Lender, the then unpaid principal amount of each Dutch Revolving Loan of such Dutch Revolving Lender, and (ii) to the Dutch Swingline Lender the then unpaid principal amount of each applicable Dutch Swingline Loan, in each case, on the Maturity Date.Delayed Draw Term Lender on the Delayed Draw Maturity Date.
(II) Each U.S. Borrower, jointly and severally, hereby unconditionally promises to pay to the U.S. Administrative Agent for the ratable account of each U.S. Tranche B Revolving Lender, in quarterly installments on the dates set forth below, or if any such date is not a Business Day, on the immediately preceding Business Day, a principal amount in respect of the U.S. Tranche B Revolving Loans equal to the amount set forth in the below grid under the heading "Quarterly Amortization Payment" (ratably reduced by the amount of any voluntary prepayments of the outstanding U.S. Tranche B Revolving Loans consummated prior to any such date). For the avoidance of doubt, any U.S. Tranche B Revolving Loans that are repaid may not be reborrowed. March 31, 2020 $3,333,333.33 June 30, 2020 $3,333,333.35
(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement. The Company shall be entitled to review records of such accounts with prior reasonable notice during normal business hours.
(c) The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Type thereof, the currency thereof and the Interest Period or Contract Period applicable thereto; (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder; and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender's share thereof. The Company shall be entitled to review records of such accounts with prior reasonable notice during normal business hours.
(d) The entries made in the accounts maintained pursuant to paragraphs (b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded absent manifest error; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligations of the Borrowers to repay the Loans in accordance with their terms.
(e) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Relevant Borrowers shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0, Exhibit B-4, Exhibit B-5, Exhibit B-6 or Exhibit B-7 as applicable.
Appears in 1 contract
Samples: Restatement Agreement (SunOpta Inc.)
Evidence of Debt; Repayment of Loans. (I) Each U.S. Borrower, jointly and severally, hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each U.S. Tranche A Revolving Lender, the then unpaid principal amount of each U.S. Tranche A Revolving Loan of such U.S. Tranche A Revolving Lender and (ii) to each U.S. Swingline Lender the then unpaid principal amount of each applicable Swingline Loan, in each case, on the Revolving Maturity Date. Each CanadianThe U.S. Parent Canadian Borrower jointly and severally, hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Canadian RevolvingDelayed Draw Term Revolving Lender, the then unpaid principal amount of each Canadian Revolvingthe Delayed Draw Term Loans Revolving Loan of such Canadian Revolving Lender and (ii) to the Canadian Swingline Lender the then unpaid principal amount of each applicable Canadian Swingline Loan, in each case, on the Maturity Date. Each Dutch Borrower, jointly and severally, hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Dutch Revolving Lender, the then unpaid principal amount of each Dutch Revolving Loan of such Dutch Revolving Lender, and (ii) to the Dutch Swingline Lender the then unpaid principal amount of each applicable Dutch Swingline Loan, in each case, on the Maturity Date.Delayed Draw Term Lender on the Delayed Draw Maturity Date.
(II) Each U.S. Borrower, jointly and severally, hereby unconditionally promises to pay to the U.S. Administrative Agent for the ratable account of each U.S. Tranche B Revolving Lender, in quarterly installments on the dates set forth below, or if any such date is not a Business Day, on the immediately preceding Business Day, a principal amount in respect of the U.S. Tranche B Revolving Loans equal to the amount set forth in the below grid under the heading "“Quarterly Amortization Payment" ” (ratably reduced by the amount of any voluntary prepayments of the outstanding U.S. Tranche B Revolving Loans consummated prior to any such date). For the avoidance of doubt, any U.S. Tranche B Revolving Loans that are repaid may not be reborrowed. March 31, 2019 $2,500,000.003,333,333.33 June 30, 2019 $2,500,000.003,333,333.33 September 30, 2019 $2,500,000.003,333,333.33 December 31, 2019 $2,500,000.003,333,333.33 March 31, 2020 $3,333,333.33 2,500,000.003,333,333.33 June 30, 2020 $3,333,333.352,500,000.003,333,333.35
(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement. The Company shall be entitled to review records of such accounts with prior reasonable notice during normal business hours.
(c) The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Type thereof, the currency thereof and the Interest Period or Contract Period applicable thereto; (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder; and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. The Company shall be entitled to review records of such accounts with prior reasonable notice during normal business hours.
(d) The entries made in the accounts maintained pursuant to paragraphs (b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded absent manifest error; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligations of the Borrowers to repay the Loans in accordance with their terms.
(e) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Relevant Borrowers shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0, Exhibit B-4, Exhibit B-5, Exhibit B-6 or Exhibit B-7 as applicable.
Appears in 1 contract
Samples: Credit Agreement (SunOpta Inc.)