Certificates for Reimbursement; Repayment of Outstanding Loans; Borrowing of New Loans A certificate of a Lender or the Issuing Lender setting forth the amount or amounts necessary to compensate such Lender or the Issuing Lender or its holding company, as the case may be, as specified in Sections 5.8.1 [Increased Costs Generally] or 5.
LOANS, ADVANCES, INVESTMENTS Make any loans or advances to or investments in any person or entity, except any of the foregoing existing as of, and disclosed to Bank prior to, the date hereof.
Loans, Advances, Investments, Etc Make or commit or agree to make, or permit any of its Subsidiaries make or commit or agree to make, any Investment in any other Person except for Permitted Investments.
Loan Advances During the Revolving Period, the Borrower may, at its option, request the Revolving Lenders to make advances of funds (each, a “Loan Advance”) by delivering a Funding Notice with respect to such Loan Advance to the Administrative Agent, which shall provide notification to the Revolving Lenders with respect thereto, in an aggregate amount up to the Availability as of the proposed Funding Date of the Loan Advance; provided, however, that no Revolving Lender shall be obligated to make any Loan Advance on or after the date that is two (2) Business Days prior to the earlier to occur of the applicable Revolving Period End Date or the Termination Date. Following the receipt of a Funding Notice during the Revolving Period, subject to the terms and conditions hereinafter set forth, the Revolving Lenders shall fund such Loan Advance.
Repayment of Swingline Loans Each Swingline Loan borrowing shall be due and payable on the Maturity Date. The Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent, demand repayment of its Swingline Loans by way of a Revolving Loan borrowing, in which case the Borrower shall be deemed to have requested a Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans in the amount of such Swingline Loans; provided, however, that, in the following circumstances, any such demand shall also be deemed to have been given one Business Day prior to each of (A) the Maturity Date, (B) the occurrence of any Bankruptcy Event, (C) upon acceleration of the Credit Party Obligations hereunder, whether on account of a Bankruptcy Event or any other Event of Default, and (D) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as “Mandatory Swingline Borrowing”). Each Revolving Lender hereby irrevocably agrees to make such Revolving Loans promptly upon any such request or deemed request on account of each Mandatory Swingline Borrowing in the amount and in the manner specified in the preceding sentence on the date such notice is received by the Revolving Lenders from the Administrative Agent if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 P.M. on the Business Day next succeeding the date such notice is received notwithstanding (1) the amount of Mandatory Swingline Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (2) whether any conditions specified in Section 4.2 are then satisfied, (3) whether a Default or an Event of Default then exists, (4) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1(b)(i), (5) the date of such Mandatory Swingline Borrowing, or (6) any reduction in the Revolving Committed Amount or termination of the Revolving Commitments immediately prior to such Mandatory Swingline Borrowing or contemporaneously therewith. In the event that any Mandatory Swingline Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Swingline Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such Participation Interest in the outstanding Swingline Loans as shall be necessary to cause each such Revolving Lender to share in such Swingline Loans ratably based upon its respective Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2); provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective Participation Interest is purchased, and (y) at the time any purchase of a Participation Interest pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay to the Swingline Lender interest on the principal amount of such Participation Interest purchased for each day from and including the day upon which the Mandatory Swingline Borrowing would otherwise have occurred to but excluding the date of payment for such Participation Interest, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Swingline Borrowing, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate. The Borrower shall have the right to repay the Swingline Loan in whole or in part from time to time; provided, however; that each partial repayment of a Swingline Loan shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof (or the remaining outstanding principal amount).
Revolving Advances (a) The Note A-2 Holder hereby agrees to advance to the Mortgage Loan Borrower any Revolving Advance required to be made under Note A-2 and the Mortgage Loan Documents, it being the specific intent of the parties hereto that no other Noteholder shall have any obligation and shall not be liable for making any Revolving Advance. The Note A-2 Holder shall remit each Revolving Advance on the date that such Revolving Advance is required to be made pursuant to the Mortgage Loan Documents and Note A-2. The parties hereto agree that (i) the determination of whether the Mortgage Loan Borrower is entitled to receive any Revolving Advance shall rest solely with the Note A-2 Holder, who shall be responsible for conducting any and all due diligence, loan documentation and pre-funding requirements in connection therewith, and (ii) the Note A-2 Holder shall be solely responsible for funding the Revolving Advance to the Mortgage Loan Borrower following such determination that the Mortgage Loan Borrower is entitled to receive such Revolving Advance under the terms of the Mortgage Loan Agreement.
(b) For so long as the Revolving Advance Obligation has not been fully discharged and any Securitization is outstanding, Note A-2 may only be transferred to a transferee:
(i) that is a Qualified Institutional Lender, or
(ii) if the credit rating of the transferee from any applicable Rating Agency is lower than the credit rating of the Initial Note A-2 Holder, as to which the A-2 Holder has received confirmation in writing from each such Rating Agency that such Transfer will not result in a qualification, downgrade or withdrawal of its then current ratings of the Certificates, which confirmation will not be predicated upon any action by the Mortgage Loan Borrower. In addition, for so long as the Revolving Advance Obligation has not been fully discharged, (i) no Transfer of Note A-2 shall violate the Mortgage Loan Documents and (ii) the transferee shall assume all Revolving Advance Obligations pursuant to an assignment and assumption agreement whereby such transferee agrees to be bound by all provisions applicable to the Note A-2 Holder.
(c) The Note A-2 Holder shall indemnify and hold harmless each other Noteholder, any Servicer, the Certificate Administrator and the Trustee (each a “Revolving Advance Indemnified Party”), against any and all losses, claims, damages, costs, expenses (including the fees and disbursements of outside counsel retained by any such person) and liabilities in connection with, arising out of, or as a result of the Note A-2 Holder's failure to satisfy its obligations to make any and all Revolving Advances, including without limitation, (i) any claims made by the Mortgage Loan Borrower or its Affiliates or (ii) any failure of payment by the Mortgage Loan Borrower under the Mortgage Loan, in each case that results from a failure to make any Revolving Advance as required under the Mortgage Loan Documents, except, as to such Future Funding Indemnified Party, to the extent that it is finally judicially determined that any losses, claims, damages, costs, expenses or liabilities resulted primarily from the bad faith or willful misconduct of such Revolving Advance Indemnified Party. Each Revolving Advance Indemnified Party shall be a third party beneficiary of this Agreement with respect to the indemnification obligations of the Note A-2 Holder set forth in this Section 41. In the event that the Note A-2 Holder becomes involved in any action, proceeding or investigation in connection with any transaction or matter referred to or contemplated by this Agreement, the Note A-2 Holder shall promptly reimburse such Revolving Advance Indemnified Party upon demand therefor in an amount equal to its reasonable legal and other expenses (including the costs of any investigation and preparation) incurred in connection therewith to the extent such party is entitled to indemnification for such legal or other costs and expenses hereunder. In addition, the Note A-2 Holder agrees that each Revolving Advance Indemnified Party may deduct and offset any amount to be indemnified hereunder from and against any amount that is due to the Note A-2 Holder under the Servicing Agreement. The indemnification obligations of the Note A-2 Holder hereunder shall survive any termination of the Agreement. Each Revolving Advance Indemnified Party's rights pursuant to this Section 41 are in addition to any other rights a Revolving Advance Indemnified Party may have at law or in equity.
(d) The Note A-2 Holder shall provide notice of the making of any Revolving Advance and the amount of such Revolving Advance to each other Noteholder, the Master Servicer, the Special Servicer and the Operating Advisor.
(e) The Note A-1-A-1 Holder (or at any time when such Note is included in a Securitization, the Master Servicer) shall maintain a record of each Revolving Advance advanced by the Note A-2 Holder and will increase the Note A-2 Principal Balance by the amount of such Revolving Advance.
Repayment of Revolving Credit Advances The Borrower shall repay to the Agent for the ratable account of the Lenders on the Revolver Termination Date the aggregate principal amount of the Revolving Credit Advances then outstanding.
Funding Account The Administrative Agent shall have received a notice setting forth the deposit account of the Borrower (the “Funding Account”) to which the Administrative Agent is authorized by the Borrower to transfer the proceeds of any Borrowings requested or authorized pursuant to this Agreement.
Repayment of Participation Advances 2.9.4.1 Upon (and only upon) receipt by the Administrative Agent for the account of the Issuing Lender of immediately available funds from the Borrower (i) in reimbursement of any payment made by the Issuing Lender under the Letter of Credit with respect to which any Lender has made a Participation Advance to the Administrative Agent, or (ii) in payment of interest on such a payment made by the Issuing Lender under such a Letter of Credit, the Administrative Agent on behalf of the Issuing Lender will pay to each Lender, in the same funds as those received by the Administrative Agent, the amount of such Lender’s Ratable Share of such funds, except the Administrative Agent shall retain for the account of the Issuing Lender the amount of the Ratable Share of such funds of any Lender that did not make a Participation Advance in respect of such payment by the Issuing Lender.
2.9.4.2 If the Administrative Agent is required at any time to return to any Loan Party, or to a trustee, receiver, liquidator, custodian, or any official in any Insolvency Proceeding, any portion of any payment made by any Loan Party to the Administrative Agent for the account of the Issuing Lender pursuant to this Section in reimbursement of a payment made under the Letter of Credit or interest or fee thereon, each Lender shall, on demand of the Administrative Agent, forthwith return to the Administrative Agent for the account of the Issuing Lender the amount of its Ratable Share of any amounts so returned by the Administrative Agent plus interest thereon from the date such demand is made to the date such amounts are returned by such Lender to the Administrative Agent, at a rate per annum equal to the Federal Funds Effective Rate in effect from time to time.
Term Advances The Borrower shall pay to the Administrative Agent for the ratable benefit of each Term Lender the aggregate outstanding principal amount of the Term Advances in quarterly installments each equal to $412,500 (which is equal to five percent (5%) of $8,250,000). Such quarterly installments shall be due and payable on each March 31st, June 30th, September 30th, and December 31st, commencing with December 31, 2012, and a final installment of the remaining, unpaid principal balance of the Term Advances payable on the Term Maturity Date.
