Loan Facility. (a) On the terms and subject to the conditions hereof, the Borrower may, from time to time before the Facility Termination Date, request that the Lenders make Loans in U.S. Dollars. Each loan requested by the Borrower pursuant to Section 1.2(a) shall be made ratably (based on Ratable Share) by the respective Groups, and each Group’s Ratable Share of each Loan shall be made and funded (x) if such Group contains a Conduit Lender and such Conduit Lender elects (in its sole discretion) to make and fund such portion of such Loan, by such Conduit Lender, or (y) if such Group does not contain a Conduit Lender or if the Conduit Lender in such Group declines (in its sole discretion) to make or fund such portion of such Loan, by the Related Committed Lender in such Group and (ii) request that the LC Bank issue or cause the issuance of Letters of Credit, in each case subject to the terms hereof (each such loan or issuance is referred to herein as a “Loan”). At no time will a Conduit Lender have any obligation to make a Loan. Each Related Committed Lender severally hereby agrees, on the terms and subject to the conditions hereof, to make Loans to the Borrower from time to time from the date hereof to the Facility Termination Date or, if earlier, the Scheduled Termination Date with respect to such Related Committed Lender, based on the applicable Group’s Ratable Share of each Loan requested pursuant to Section 1.2(a) (and, in the case of each Related Committed Lender, its Commitment Percentage of its Group’s Ratable Share of such Loan) and, on the terms of and subject to the conditions of this Agreement, the LC Bank hereby agrees to issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make Participation Advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Ratable Share of such draws). Notwithstanding anything set forth in this paragraph (a) or otherwise herein to the contrary under no circumstances shall any Lender make any Loan or issue any Letters of Credit hereunder, as applicable, if, after giving effect to such Loan, the (i) aggregate outstanding amount of the Capital of such Lender, when added to all other Capital of all other Lenders in such Lender’s Group would exceed (A) its Group’s Group Commitment (as the same may be reduced from time to time pursuant to Section 1.1(c)), minus
Appears in 3 contracts
Samples: Receivables Financing Agreement, Receivables Financing Agreement, Receivables Financing Agreement
Loan Facility. (a) On the terms and subject to the conditions hereof, the each Borrower may, from time to time before the Facility Termination Date, (i) request that the Lenders make U.S. Dollar Loans in U.S. Dollarsor Canadian Dollar Loans. Each loan requested by the such Borrower pursuant to Section 1.2(a) shall be made ratably (based on Ratable Share) by the respective Groups, and each Group’s Ratable Share of each Loan shall be made and funded (x) if such Group contains a Conduit Lender and such Conduit Lender elects (in its sole discretion) to make and fund such portion of such Loan, by such Conduit Lender, or (y) if such Group does not contain a Conduit Lender or if the Conduit Lender in such Group declines (in its sole discretion) to make or fund such portion of such Loan, by the Related Committed Lender in such Group and (ii) request that the LC Bank issue or cause the issuance of Letters of Credit, in each case subject to the terms hereof (each such loan or issuance is referred to herein as a “Loan”). At no time will a Conduit Lender have any obligation to make a Loan. Each Related Committed Lender severally hereby agrees, on the terms and subject to the conditions hereof, to make Loans to the each Borrower from time to time from the date hereof to the Facility Termination Date or, if earlier, the Scheduled Termination Date with respect to such Related Committed Lender, based on the applicable Group’s Ratable Share of each Loan requested pursuant to Section 1.2(a) (and, in the case of each Related Committed Lender, its Commitment Percentage of its Group’s Ratable Share of such Loan) and, on the terms of and subject to the conditions of this Agreement, the LC Bank hereby agrees to issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make Participation Advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Ratable Share of such draws). Notwithstanding anything set forth in this paragraph (a) or otherwise herein to the contrary under no circumstances shall any Lender make any Loan or issue any Letters of Credit hereunder, as applicable, if, after giving effect to such Loan, the (i) aggregate outstanding U.S. Dollar Equivalent of the amount of the Capital of such Lender, when added to all other Capital of all other Lenders in such Lender’s Group would exceed (A) its Group’s Group Commitment (as the same may be reduced from time to time pursuant to Section 1.1(c)), minusminus (B) the Related LC Participant’s Ratable Share of the Aggregate LC Participation Amount, (ii) Aggregate Capital plus the Aggregate LC Participation Amount would exceed the Facility Limit, (iii) the Coverage Percentage would exceed 100%, (iv) the Aggregate LC Participation Amount would exceed the aggregate of the Commitments of the LC Participants, (v) the aggregate amount of Canadian Dollar Capital would exceed the Canadian Dollar Capital Sublimit or (vi) the Canadian Dollar LC Participation Amount would exceed the Canadian Dollar LC Sublimit. Each Borrower may, subject to this paragraph (a) and the other requirements and conditions herein, use the proceeds of any loan by the Lenders hereunder to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.14 below.
(b) The Borrowers shall repay in full the outstanding Capital of each Lender on the Final Maturity Date. Prior thereto, the Borrowers shall, on each Settlement Date, make a prepayment of the outstanding Capital of the Lenders to the extent required under Section 1.4 and otherwise in accordance therewith. Notwithstanding the foregoing, the Borrowers, in their discretion, shall have the right to make a prepayment, in whole or in part, of the outstanding Capital of the Lenders on any Business Day upon one (1) Business Day’s prior written notice thereof to the Administrator and each Lender in the form of Annex E (each, a “Paydown Notice”); provided that each Borrower may (i) make a prepayment of U.S. Dollar Capital so long as (x) the amount of such U.S. Dollar Capital being prepaid does not exceed $15,000,000 and (y) the related Paydown Notice is received by the Administrator and each Group Agent before 1:00 p.m. (New York City time) on the date of such prepayment and (ii) make a prepayment of Canadian Dollar Capital so long as (x) the amount of such Canadian Dollar Capital being prepaid does not exceed CAD10,000,000 and (y) the related Paydown Notice is received by the Administrator and each Group Agent before 12:00 p.m. noon (Toronto, Ontario time). Each such prepayment shall be in a minimum aggregate amount of $200,000; provided, however, that notwithstanding the foregoing, (i) a prepayment may be made in an amount necessary to reduce the Coverage Percentage to 100% and (ii) any accrued Interest and Fees in respect of such prepaid Capital shall be paid on the immediately following Settlement Date.
(c) The Borrowers may, upon at least thirty (30) Business Days’ written notice to the Administrator and each Group Agent, terminate the credit facility evidenced by this Agreement in whole or, upon at least fifteen (15) Business Days’ prior written notice to the Administrator, from time to time, irrevocably reduce in part the unused portion of the Facility Limit (but not below the amount that would cause the Aggregate Capital plus the Aggregate LC Participation Amount to exceed the Facility Limit or would cause the U.S. Dollar Equivalent amount of the Group Capital of any Group to exceed its Group Commitment, in each case after giving effect to such reduction); provided that each partial reduction shall be in the amount of at least $5,000,000, or an integral multiple of $1,000,000 in excess thereof, and that, unless terminated in whole, the Facility Limit shall in no event be reduced below $20,000,000. Each reduction in the Commitments hereunder shall be made ratably among the Lenders in accordance with their respective Commitment Percentages and their respective Commitments. The Administrator shall promptly advise the Group Agents of any notice received by it pursuant to this Section 1.1(c); it being understood that (in addition to and without limiting any other requirements for termination, prepayment and/or the funding of the LC Collateral Account hereunder) no such termination or reduction shall be effective unless and until (i) in the case of a termination, the amount on deposit in the LC Collateral Account is at least equal to the then outstanding Aggregate LC Participation Amount plus the LC Fee Expectation and (ii) in the case of a partial reduction, the amount on deposit in the LC Collateral Account is at least equal to the amount, if any, by which the Facility Limit as so reduced by such partial reduction exceeds the sum of the Aggregate Capital plus the Aggregate LC Participation Amount.
(d) From time to time, the U.S. Borrower may sell certain Receivables to the Receivables Buyer pursuant to the Monetization Documents; provided that, unless otherwise consented to in writing by the Administrator, (i) the Purchase Date with respect to any such sale shall be a date permitted from time to time under the Monetization Documents, (ii) each Receivable subject to the related Purchase Request shall be a Permitted Monetization Receivable and (iii) not less than one (1) Business Day prior to any proposed Purchase Date, the U.S. Servicer shall deliver to the Administrator and each Group Agent a report in substantially the form set forth on Annex K (such report, a “Monetization Report”). Any Receivable identified on any Purchase Request and sold to the Receivables Buyer in accordance with the Monetization Documents shall constitute a “Monetized Receivable”. On the related Purchase Date therefor, a Monetized Receivable shall cease to constitute a Pool Receivable and the Administrator’s security interest under this Agreement in such Monetized Receivable and Related Monetized Assets (but not in any other Receivable or any other Pool Assets) shall automatically and without any further action be released and of no further force or effect; provided that if such Monetized Receivable and Related Monetized Assets is transferred, reconveyed or returned to the U.S. Borrower by the Receivables Buyer (including in connection with an “Event of Repurchase” pursuant to the Monetization Documents with respect to such Receivable), then (x) such Receivable shall cease to constitute a Monetized Receivable and shall thereafter constitute a Pool Receivable and (y) the security interest granted herein shall immediately be reinstated with respect to such Receivable.
Appears in 2 contracts
Samples: Receivables Financing Agreement (Cincinnati Bell Inc), Receivables Financing Agreement (Cincinnati Bell Inc)
Loan Facility. (a) On Upon the terms and subject to the conditions hereofof this Agreement (including, without limitation, Article VI), the Borrower may, from time to time before the Facility Termination Date, may request that the Lenders make Loans to Borrower on a revolving basis from time to time prior to the Facility Termination Date. Subject to the terms and conditions set forth herein, each Conduit Lender may in U.S. Dollars. Each loan its sole discretion, and each Committed Lender shall, only if each Conduit Lender in its Lender Group elects not to (and has notified the Borrower, the Administrative Agent and the related Facility Agent) or there is no Conduit Lender in a Lender Group, make such Lender Group’s share of the Loans to the Borrower in an amount, for each Lender Group, equal to its Lender Group Percentage of the amount requested by the Borrower pursuant to Section 1.2(a) 1.2; provided that no Lender shall be made ratably (based on Ratable Share) by the respective Groups, and each Group’s Ratable Share of each Loan shall be made and funded (x) if such Group contains a Conduit Lender and such Conduit Lender elects (in its sole discretion) obligated to make and fund such portion of such Loan, by such Conduit Lender, or (y) if such Group does not contain a Conduit Lender or if the Conduit Lender in such Group declines (in its sole discretion) to make or fund such portion of such Loan, by the Related Committed Lender in such Group and (ii) request that the LC Bank issue or cause the issuance of Letters of Credit, in each case subject to the terms hereof (each such loan or issuance is referred to herein as a “Loan”). At no time will a Conduit Lender have any obligation to make a Loan. Each Related Committed Lender severally hereby agrees, on the terms and subject to the conditions hereof, to make Loans to the Borrower from time to time from the date hereof to the Facility Termination Date or, if earlier, the Scheduled Termination Date with respect to such Related Committed Lender, based on the applicable Group’s Ratable Share of each Loan requested pursuant to Section 1.2(a) (and, in the case of each Related Committed Lender, its Commitment Percentage of its Group’s Ratable Share of such Loan) and, on the terms of and subject to the conditions of this Agreement, the LC Bank hereby agrees to issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make Participation Advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Ratable Share of such draws). Notwithstanding anything set forth in this paragraph (a) or otherwise herein to the contrary under no circumstances shall any Lender make any Loan or issue any Letters of Credit hereunder, as applicable, if, after giving effect to such Loan, the thereto:
(i) the Aggregate Credit Exposure would exceed the lesser of (A) the Facility Limit and (B) the Net Pool Balance less the Required Reserve;
(ii) the aggregate outstanding amount Credit Exposure of the Capital of such Lender, when added to all other Capital of all other Lenders in such Lender’s any Lender Group would exceed (A) its such Lender Group’s Lender Group Commitment Limit; or
(as iii) the same may be reduced from time to time Credit Exposure of such Committed Lender would exceed its Commitment. The Borrower will pay Interest on Loans made pursuant to this Agreement at the CP Rate, Alternate Base Rate or Adjusted SMIR, selected or assigned in accordance with Article IV hereof. Within the limits of the Commitment, Borrower may borrow, prepay and reborrow under this Section 1.1(c))1.1.
(b) The Borrower may, minusupon at least ten (10) Business Days’ notice to the Administrative Agent and each Lender, terminate in whole or reduce in part, the unused portion of the Facility Limit, without premium or penalty; provided that each partial reduction of the Facility Limit shall be in an amount equal to $5,000,000 (or a larger integral multiple of $1,000,000 if in excess thereof) and shall not reduce the Facility Limit below $10,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Committed Lender shall be ratably reduced.
Appears in 1 contract
Loan Facility. (a) On During the terms and Revolving A Commitment Period, subject to the funding allocation requirements of Section 2.02(e) and the other terms and conditions hereof, the Borrower may, from time to time before the Facility Termination Date, request that the Lenders make Loans in U.S. Dollars. Each loan requested by the Borrower pursuant to Section 1.2(a) shall be made ratably (based on Ratable Share) by the respective Groups, and each Group’s Ratable Share of each Loan shall be made and funded (x) if such Group contains a Conduit Lender and such Conduit Lender elects (in its sole discretion) severally agrees to make and fund such portion of such Loan, by such Conduit Lender, or (y) if such Group does not contain a Conduit Lender or if the Conduit Lender in such Group declines (in its sole discretion) to make or fund such portion of such Loan, by the Related Committed Lender in such Group and (ii) request that the LC Bank issue or cause the issuance of Letters of Credit, in each case subject to the terms hereof (each such loan or issuance is referred to herein as a “Loan”). At no time will a Conduit Lender have any obligation to make a Loan. Each Related Committed Lender severally hereby agrees, on the terms and subject to the conditions hereof, to make Revolving A Loans to the Borrower from time in an aggregate amount up to time from the date hereof but not exceeding such Lender’s Revolving A Commitment; provided, that after giving effect to the Facility making of any Revolving A Loans in no event shall the Total Revolving A Usage exceed the Revolving A Commitments then in effect. Amounts borrowed pursuant to this Section 2.01(a) may be repaid and reborrowed during the Revolving A Commitment Period. Each Lender’s Revolving A Commitment shall expire on the Revolving A Commitment Termination Date or, if earlier, the Scheduled Termination Date and all Revolving A Loans and all other amounts owed hereunder with respect to such Related Committed Lender, based the Revolving A Loans and the Revolving A Commitments shall become due and payable on the applicable Group’s Ratable Share of each Loan requested pursuant to Section 1.2(aRevolving A Final Maturity Date.
(b) (andDuring the Revolving B Commitment Period, in the case of each Related Committed Lender, its Commitment Percentage of its Group’s Ratable Share of such Loan) and, on the terms of and subject to the funding allocation requirements of Section 2.02(e) and the other terms and conditions of this Agreementhereof, the LC Bank hereby agrees to issue Letters of Credit in return for (and each LC Participant hereby Lender severally agrees to make Participation Advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Ratable Share of such draws). Notwithstanding anything set forth in this paragraph (a) or otherwise herein Revolving B Loans to the contrary under no circumstances shall any Lender make any Loan or issue any Letters of Credit hereunderBorrower in an aggregate amount up to but not exceeding such Lender’s Revolving B Commitment; provided, as applicable, if, that after giving effect to such Loan, the (imaking of any Revolving B Loans in no event shall the Total Revolving B Usage exceed the Revolving B Commitments then in effect. Amounts borrowed pursuant to this Section 2.01(b) aggregate outstanding amount of may be repaid and reborrowed during the Capital of such Revolving B Commitment Period. Each Lender, when added to ’s Revolving B Commitment shall expire on the Revolving B Commitment Termination Date and all Revolving B Loans and all other Capital of all other Lenders in such Lender’s Group would exceed (A) its Group’s Group Commitment (as amounts owed hereunder with respect to the same may be reduced from time to time pursuant to Section 1.1(c)), minusRevolving B Loans and the Revolving B Commitments shall become due and payable on the Revolving B Final Maturity Date.
Appears in 1 contract
Samples: Loan and Security Agreement (Exela Technologies, Inc.)
Loan Facility. (a) On Subject to the terms and subject to the conditions hereof, each Lender severally agrees to make Term Loans to the Borrower mayin an aggregate amount up to but not exceeding such Lender’s Term Commitment. The Borrower may make only two borrowings under this Section 2.01 which shall be on the Funding Date and the Inventory/IP Contribution Date. Any amount borrowed under this Section 2.01 and subsequently repaid or prepaid may not be reborrowed. Each Lender’s Term Loan Commitment shall terminate immediately and without further action after giving effect to any funding prior to such date, on (i) with respect to all commitments hereunder, on the seven day anniversary of the Closing Date if the Funding Date has not occurred on or prior to such date and (ii) with respect to any commitments to fund amounts with respect to the Inventory/IP Contribution Date, the four month anniversary of the Closing Date if the Inventory/IP Contribution Date has not occurred on our prior to such date and (iii) in all other cases, upon the initial funding of all commitments hereunder. The Borrower may from time to time before by notice to the Facility Termination DateLender Representative and the Administrative Agent, request that an incremental term facility from the Lenders make Loans in U.S. Dollars. Each loan requested Lender Representative (or lender entities determined by the Borrower pursuant Lender Representative) which the Lender Representative may elect to Section 1.2(a) shall be made ratably (based on Ratable Share) by the respective Groups, and each Group’s Ratable Share of each Loan shall be made and funded (x) if such Group contains a Conduit Lender and such Conduit Lender elects (provide or decline to provide in its sole discretion; provided that at the time when any incremental loan is made (and after giving effect thereto), no Amortization Event, Event of Default or Borrowing Base Deficit shall exist. The incremental term facility shall be provided solely by the Lender Representative (or lender entities designated by the Lender Representative) to make and fund such portion of such Loan, by such Conduit Lender, or (y) if such Group does not contain a Conduit Lender or if the Conduit Lender in such Group declines (in its and/or their sole discretion) to make or fund such portion discretion and shall be in an aggregate principal amount that is not more than the aggregate principal amount of such Loan, by the Related Committed Lender in such Group and (ii) request that the LC Bank issue or cause the issuance of Letters of Credit, in each case subject to the terms hereof (each such loan or issuance is referred to herein as a “Loan”). At no time will a Conduit Lender have any obligation to make a Loan. Each Related Committed Lender severally hereby agrees, on the terms and subject to the conditions hereof, to make Term Loans to the Borrower repaid from time to time from (other than prepayments in connection with the date hereof to exercise of the Facility Termination Date or, if earlier, IP Option). The terms of the Scheduled Termination Date incremental term facility shall be consistent with respect to such Related Committed Lender, based on the applicable Group’s Ratable Share of each Loan requested pursuant to Section 1.2(a) (and, in the case of each Related Committed Lender, its Commitment Percentage of its Group’s Ratable Share of such Loan) and, on the terms of and subject the Term Loans or shall otherwise be satisfactory to the conditions of Lender Representative and the Administrative Agent. The incremental term facility shall be documented under this AgreementAgreement pursuant to an amendment to this agreement executed by the Borrower, the LC Bank hereby agrees to issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make Participation Advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Ratable Share of such draws). Notwithstanding anything set forth in this paragraph (a) or otherwise herein to the contrary under no circumstances shall any Lender make any Loan or issue any Letters of Credit hereunder, as applicable, if, after giving effect to such LoanRepresentative, the (i) aggregate outstanding amount lender entities determined by the Lender Representative and the Administrative Agent but shall not require the consent of the Capital of such any existing Lender, when added to all other Capital of all other Lenders in such Lender’s Group would exceed (A) its Group’s Group Commitment (as the same may be reduced from time to time pursuant to Section 1.1(c)), minus.
Appears in 1 contract
Samples: Loan and Security Agreement (Exela Technologies, Inc.)
Loan Facility. (ai) On In addition to its agreement to make Committed Loans under the terms and Committed Facility, each Lender severally agrees that, subject to the conditions hereofthat at the time of Borrower's submission of the relevant Competitive Bid Request
(A) Borrower's senior long-term unsecured debt obligations are rated at least BBB-/Baa3 by both Rating Agencies, the and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing, Borrower may, in accordance with this Section 2.1.1(b), Section
2.1. 3 and the other relevant provisions of the Loan Documents, from time to time before request that Lenders, prior to the Facility Termination Date, request that the Lenders make Loans in U.S. Dollars. Each loan requested by the Borrower pursuant to Section 1.2(a) shall be made ratably (based on Ratable Share) by the respective Groups, and each Group’s Ratable Share of each Loan shall be made and funded (x) if such Group contains a Conduit Lender and such Conduit Lender elects (in its sole discretion) submit offers to make Bid Loans to Borrower; provided, however that (X) at no time shall the aggregate principal amount of all Loans (whether Committed Loans or Bid Loans) at any time outstanding exceed the Loan Availability; (Y) at no time shall the aggregate principal amount of all Bid Loans exceed the Bid Loan Limit; and fund such portion (Z) at no time may the number of such Loan, by such Conduit Lender, or (y) if such Group does not contain a Conduit Lender or if Bid Loan Interest Periods then outstanding plus the Conduit Lender in such Group declines (in its sole discretion) to make or fund such portion number of such Loan, by the Related Interest Periods for Committed Lender in such Group and Loans then outstanding exceed eight.
(ii) request Lenders may, but shall not be obligated to, submit offers in response to any Competitive Bid Request, and Borrower may, but shall not be obligated to, accept any such offers. The obligation of a Lender to fund its Pro Rata Share of Committed Loans shall be unaffected by its (or its Designated Bid Lender's) making of any Bid Loans, notwithstanding that the LC Bank issue or cause sum of such Lender's Pro Rata Share of the issuance aggregate principal amount of Letters the outstanding Committed Loans, plus the aggregate amount of Creditsuch Lender's (and its Designated Bid Lender's) outstanding Bid Loans, in each case subject to the terms hereof may exceed such Lender's Commitment.
(each such loan or issuance iii) Any Bid Loan that would otherwise be made by a Lender that is referred to herein as a “Loan”). At no time will a Conduit Designating Lender have any obligation to make a Loan. Each Related Committed Lender severally hereby agrees, on the terms and subject to the conditions hereof, to make Loans to the Borrower may from time to time from the date hereof be made by its Designated Bid Lender, in such Designated Bid Lender's sole discretion. Nothing herein shall constitute a commitment to make Bid Loans by such Designated Bid Lender; provided, however, if such Designating Lender's Designated Bid Lender elects not to, or fails to, make any such Bid Loan, for any reason whatsoever, such Designating Lender shall make such Bid Loan pursuant to the Facility Termination Date orterms hereof, if earlier, it being the Scheduled Termination Date obligation of each Designating Lender to make each Bid Loan with respect to a Competitive Bid submitted by such Related Committed Designating Lender and accepted by Borrower, in whole or in part, pursuant hereto, except to the extent that such Bid Loan is in fact funded by its Designated Bid Lender, based on .
(iv) On the applicable Group’s Ratable Share last day of each Bid Loan requested pursuant Interest Period, Borrower shall pay to Section 1.2(a) (andAdministrative Agent, in for the case respective accounts of each Related Committed Lender, its Commitment Percentage of its Group’s Ratable Share of such Loan) and, on the terms of Lenders and subject to the conditions of this AgreementDesignated Bid Lenders making Bid Loans ending thereon, the LC Bank hereby agrees to issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make Participation Advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Ratable Share of such draws). Notwithstanding anything set forth in this paragraph (a) or otherwise herein to the contrary under no circumstances shall any Lender make any Loan or issue any Letters of Credit hereunder, as applicable, if, after giving effect to such Loan, the (i) aggregate outstanding full amount of the Capital principal of such Lender, when added to all other Capital of all other Lenders in such Lender’s Group would exceed (A) its Group’s Group Commitment (as each Bid Loan ending thereon. The Bid Loans will be evidenced by the same may be reduced from time to time pursuant to Section 1.1(c)), minusLoan Notes.
Appears in 1 contract
Loan Facility. (a) On the terms and subject to the conditions hereof, the Borrower may, from time to time before the Facility Termination Date, request that the Lenders make Loans in U.S. Dollars. Each loan requested by the Borrower pursuant to Section 1.2(a) shall be made ratably (based on Ratable Share) by the respective Groups, and each Group’s Ratable Share of each Loan shall be made and funded (x) if such Group contains a Conduit Lender and such Conduit Lender elects (in its sole discretion) to make and fund such portion of such Loan, by such Conduit Lender, or (y) if such Group does not contain a Conduit Lender or if the Conduit Lender in such Group declines (in its sole discretion) to make or fund such portion of such Loan, by the Related Committed Lender in such Group and (ii) request that the LC Bank issue or cause the issuance of Letters of Credit, in each case subject to the terms hereof (each such loan or issuance is referred to herein as a “Loan”). At no time will a Conduit Lender have any obligation to make a Loan. Each Related Committed Lender severally hereby agrees, on the terms and subject to the conditions hereofset forth herein, to make Loans to the Borrower during the period from the Closing Date to June 2, 2017, in an aggregate amount not to exceed such Lender’s Pro Rata Share of the Term Commitment. The Borrower from time to time may borrow under the Term Loan Facility (and may reborrow any amount theretofore prepaid) until close of business on June 2, 2017, for a term not to exceed 364 days from the date hereof of the Borrowing. Each such loan under the Term Loan Facility (a "Term Loan") shall be in the minimum amount of $10,000,000 and shall become due and payable on the last day of the term selected by the Borrower for such Term Loan (the "Term Loan Maturity Date"), which shall in no event be later than 364 days from the date of such Term Loan. The maximum availability under the Term Loan Facility shall be the amount of the Credit minus the aggregate outstanding principal amount of Revolving Loans and Term Loans made by the Lenders; provided, however, that to the Facility Termination Date orextent the proceeds of a Term Loan are used to repay an outstanding Revolving Loan (or a portion thereof), if earlier, such Revolving Loan (or portion thereof) shall not be considered part of the Scheduled Termination Date with respect to such Related Committed Lender, based on aggregate principal amount of outstanding Revolving Loans made by the applicable Group’s Ratable Share of each Loan requested pursuant to Section 1.2(a) (and, in the case of each Related Committed Lender, its Commitment Percentage of its Group’s Ratable Share of such Loan) and, on the terms of and subject to the conditions Lenders for purposes of this Agreement, sentence (such maximum availability hereafter being referred to as the LC Bank hereby agrees to issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make Participation Advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Ratable Share of such draws"Term Loan Availability"). Notwithstanding anything set forth in this paragraph (a) or otherwise herein to Under no circumstances shall the contrary aggregate outstanding principal amount of Term Loans and Revolving Loans made by the Lenders exceed the Credit, and under no circumstances shall any Lender make any Loan or issue any Letters of Credit hereunder, as applicable, if, after giving effect to such Loan, the be obligated (i) aggregate outstanding to make any Term Loan (nor may the Borrower reborrow any amount heretofore prepaid) after June 2, 2017, or (ii) to make any Term Loan in excess of the Capital of Term Loan Availability. Each Term Loan made hereunder shall fully and finally mature and be due and payable in full on the Term Loan Maturity Date specified in the Borrowing Advice for such LenderTerm Loan; provided, when added however, that to all other Capital of all other Lenders the extent the Borrowing Advice for any Term Loan selects an Interest Period that expires before the Term Loan Maturity Date specified in such Lender’s Group would exceed (A) its Group’s Group Commitment (as Borrowing Advice, the same Borrower may be reduced from time to time pursuant to Section 1.1(c))select additional interest rate options and Interest Periods (none of which shall extend beyond the Term Loan Maturity Date for such Term Loan) by delivering a Borrowing Advice or Notice of Conversion/Continuation, minusas applicable.
Appears in 1 contract
Loan Facility. (a) On the terms and subject to the conditions hereof, the each Borrower may, from time to time before the Facility Termination Date, (i) request that the Lenders make U.S. Dollar Loans in U.S. Dollarsor Canadian Dollar Loans. Each loan requested by the such Borrower pursuant to Section 1.2(a) shall be made ratably (based on Ratable Share) by the respective Groups, and each Group’s Ratable Share of each Loan shall be made and funded (x) if such Group contains a Conduit Lender and such Conduit Lender elects (in its sole discretion) to make and fund such portion of such Loan, by such Conduit Lender, or (y) if such Group does not contain a Conduit Lender or if the Conduit Lender in such Group declines (in its sole discretion) to make or fund such portion of such Loan, by the Related Committed Lender in such Group and (ii) request that the LC Bank issue or cause the issuance of Letters of Credit, in each case subject to the terms hereof (each such loan or issuance is referred to herein as a “Loan”). At no time will a Conduit Lender have any obligation to make a Loan. Each Related Committed Lender severally hereby agrees, on the terms and subject to the conditions hereof, to make Loans to the each Borrower from time to time from the date hereof to the Facility Termination Date or, if earlier, the Scheduled Termination Date with respect to such Related Committed Lender, based on the applicable Group’s Ratable Share of each Loan requested pursuant to Section 1.2(a) (and, in the case of each Related Committed Lender, its Commitment Percentage of its Group’s Ratable Share of such Loan) and, on the terms of and subject to the conditions of this Agreement, the LC Bank hereby agrees to issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make Participation Advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Ratable Share of such draws). Notwithstanding anything set forth in this paragraph (a) or otherwise herein to the contrary under no circumstances shall any Lender make any Loan or issue any Letters of Credit hereunder, as applicable, if, after giving effect to such Loan, the (i) aggregate outstanding U.S. Dollar Equivalent of the amount of the Capital of such Lender, when added to all other Capital of all other Lenders in such Lender’s Group would exceed (A) its Group’s Group Commitment (as the same may be reduced from time to time pursuant to Section 1.1(c)), minusminus (B) the Related LC Participant’s Ratable Share of the Aggregate LC Participation Amount, (ii) Aggregate Capital plus the Aggregate LC Participation Amount would exceed the Facility Limit, (iii) the Coverage Percentage would exceed 100%, (iv) the Aggregate LC Participation Amount would exceed the aggregate of the Commitments of the LC Participants, (v) the aggregate amount of Canadian Dollar Capital would exceed the Canadian Dollar Capital Sublimit or (vi) the Canadian Dollar LC Participation Amount would exceed the Canadian Dollar LC Sublimit. Each Borrower may, subject to this paragraph (a) and the other requirements and conditions herein, use the proceeds of any loan by the Lenders hereunder to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.14 below.
(b) The Borrowers shall repay in full the outstanding Capital of each Lender on the Final Maturity Date. Prior thereto, the Borrowers shall, on each Settlement Date, make a prepayment of the outstanding Capital of the Lenders to the extent required under Section 1.4 and otherwise in accordance therewith. Notwithstanding the foregoing, the Borrowers, in their discretion, shall have the right to make a prepayment, in whole or in part, of the outstanding Capital of the Lenders (i) at any time when PNC (or an Affiliate thereof) is both the Administrator and the sole Lender hereunder, and to the extent the Borrower has entered into a separate written agreement with the Administrator regarding Administrator’s PINACLE® auto-advance service (or any similar or replacement electronic loan administration service implemented by the Administrator) pursuant to Section 1.2(a) hereof, on any Business Day, or (ii) on any Business Day, upon one (1) Business Day’s prior written notice thereof to the Administrator and each Lender in the form of Annex E (each, a “Paydown Notice”); provided that each Borrower may (i) make a prepayment of U.S. Dollar Capital so long as (x) the amount of such U.S. Dollar Capital being prepaid does not exceed $20,000,000 and (y) the related Paydown Notice is received by the Administrator and each Group Agent before 1:00 p.m. (New York City time) on the date of such prepayment and (ii) make a prepayment of Canadian Dollar Capital so long as (x) the amount of such Canadian Dollar Capital being prepaid does not exceed CAD10,000,000 and (y) the related Paydown Notice is received by the Administrator and each Group Agent before 12:00 p.m. noon (Toronto, Ontario time). Each such prepayment shall be in a minimum aggregate amount of $200,000; provided, however, that notwithstanding the foregoing, (i) a prepayment may be made in an amount necessary to reduce the Coverage Percentage to 100% and (ii) any accrued Interest and Fees in respect of such prepaid Capital shall be paid on the immediately following Settlement Date.
(c) The Borrowers may, upon at least thirty (30) Business Days’ written notice to the Administrator and each Group Agent, terminate the credit facility evidenced by this Agreement in whole or, upon at least fifteen (15) Business Days’ prior written notice to the Administrator, from time to time, irrevocably reduce in part the unused portion of the Facility Limit (but not below the amount that would cause the Aggregate Capital plus the Aggregate LC Participation Amount to exceed the Facility Limit or would cause the U.S. Dollar Equivalent amount of the Group Capital of any Group to exceed its Group Commitment, in each case after giving effect to such reduction); provided that each partial reduction shall be in the amount of at least $5,000,000, or an integral multiple of $1,000,000 in excess thereof, and that, unless terminated in whole, the Facility Limit shall in no event be reduced below $20,000,000. Each reduction in the Commitments hereunder shall be made ratably among the Related Committed Lenders in accordance with their respective Commitment Percentages and their respective Commitments. The Administrator shall promptly advise the Group Agents of any notice received by it pursuant to this Section 1.1(c); it being understood that (in addition to and without limiting any other requirements for termination, prepayment and/or the funding of the LC Collateral Account hereunder) no such termination or reduction shall be effective unless and until (i) in the case of a termination, the amount on deposit in the LC Collateral Account is at least equal to the then outstanding Aggregate LC Participation Amount plus the LC Fee Expectation and (ii) in the case of a partial reduction, the amount on deposit in the LC Collateral Account is at least equal to the amount, if any, by which the Facility Limit as so reduced by such partial reduction exceeds the sum of the Aggregate Capital plus the Aggregate LC Participation Amount.
(d) From time to time, the U.S. Borrower may sell certain Receivables to the Receivables Buyer pursuant to the Monetization Documents; provided that, unless otherwise consented to in writing by the Administrator, (i) the Purchase Date with respect to any such sale shall be a date permitted from time to time under the Monetization Documents, (ii) each Receivable subject to the related Purchase Request shall be a Permitted Monetization Receivable and (iii) not less than one (1) Business Day prior to any proposed Purchase Date, the U.S. Servicer shall deliver to the Administrator and each Group Agent a report in substantially the form set forth on Annex K (such report, a “Monetization Report”). Any Receivable identified on any Purchase Request and sold to the Receivables Buyer in accordance with the Monetization Documents shall constitute a “Monetized Receivable”. On the related Purchase Date therefor, a Monetized Receivable shall cease to constitute a Pool Receivable and the Administrator’s security interest under this Agreement in such Monetized Receivable and Related Monetized Assets (but not in any other Receivable or any other Pool Assets) shall automatically and without any further action be released and of no further force or effect; provided that if such Monetized Receivable and Related Monetized Assets is transferred, reconveyed or returned to the U.S. Borrower by the Receivables Buyer (including in connection with an “Event of Repurchase” pursuant to the Monetization Documents with respect to such Receivable), then (x) such Receivable shall cease to constitute a Monetized Receivable and shall thereafter constitute a Pool Receivable and (y) the security interest granted herein shall immediately be reinstated with respect to such Receivable.
Appears in 1 contract
Samples: Receivables Financing Agreement (Cincinnati Bell Inc)
Loan Facility. (a) On the terms and subject to the conditions hereof, the Borrower may, from time to time before the Facility Termination Date, request that the Lenders make Loans in U.S. Dollars. Each loan requested by the Borrower pursuant to Section 1.2(a) shall be made ratably (based on Ratable Share) by the respective Groups, and each Group’s Ratable Share of each Loan shall be made and funded (x) if such Group contains a Conduit Lender and such Conduit Lender elects (in its sole discretion) to make and fund such portion of such Loan, by such Conduit Lender, or (y) if such Group does not contain a Conduit Lender or if the Conduit Lender in such Group declines (in its sole discretion) to make or fund such portion of such Loan, by the Related Committed Lender in such Group and (ii) request that the LC Bank issue or cause the issuance of Letters of Credit, in each case subject to the terms hereof (each such loan or issuance is referred to herein as a “Loan”). At no time will a Conduit Lender have any obligation to make a Loan. Each Related Committed Lender severally hereby agrees, on the terms and subject to the conditions hereof, to make Loans to the Borrower from time to time from the date hereof to the Facility Termination Date or, if earlier, the Scheduled Termination Date with respect to such Related Committed Lender, based on the applicable Group’s Ratable Share of each Loan requested pursuant to Section 1.2(a) (and, in the case of each Related Committed Lender, its Commitment Percentage of its Group’s Ratable Share of such Loan) and, on the terms of and subject to the conditions of this Agreement, the LC Bank hereby agrees to issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make Participation Advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Ratable Share of such draws). Notwithstanding anything set forth in this paragraph (a) or otherwise herein to the contrary under no circumstances shall any Lender make any Loan or issue any Letters of Credit hereunder, as applicable, if, after giving effect to such Loan, the (i) aggregate outstanding amount of the Capital of such Lender, when added to all other Capital of all other Lenders in such Lender’s Group would exceed (A) its Group’s Group Commitment (as the same may be reduced from time to time pursuant to Section 1.1(c)), minusminus (B) the Related LC Participant’s Ratable Share of the LC Participation Amount, (ii) Aggregate Capital plus the LC Participation Amount would exceed the Facility Limit, (iii) the Coverage Percentage would exceed 100% or (iv) the LC Participation Amount would exceed the aggregate of the Commitments of the LC Participants. The Borrower may, subject to this paragraph (a) and the other requirements and conditions herein, use the proceeds of any loan by the Lenders hereunder to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.14 below.
(b) The Borrower shall repay in full the outstanding Capital of each Lender on the Final Maturity Date. Prior thereto, the Borrower shall, on each Settlement Date, make a prepayment of the outstanding Capital of the Lenders to the extent required under Section 1.4 and otherwise in accordance therewith. Notwithstanding the foregoing, the Borrower, in its discretion, shall have the right to make a prepayment, in whole or in part, of the outstanding Capital of the Lenders (i) at any time when PNC (or an Affiliate thereof) is both the Administrator and the sole Lender hereunder, and to the extent the Borrower has entered into a separate written agreement with the Administrator regarding Administrator’s PINACLE® auto-advance service (or any similar or replacement electronic loan administration service implemented by the Administrator) pursuant to Section 1.2(a) hereof, on any Business Day, or (ii) on any Business Day, upon one (1) Business Day’s prior written notice thereof to the Administrator and each Lender in the form of Annex E (each, a “Paydown Notice”); provided that the Borrower may make a prepayment Capital so long as (x) the amount of such Capital being prepaid does not exceed $20,000,000 and (y) the related Paydown Notice is received by the Administrator and each Group Agent before 1:00 p.m. (New York City time) on the date of such prepayment. Each such prepayment shall be in a minimum aggregate amount of $200,000; provided, however, that notwithstanding the foregoing, (i) a prepayment may be made in an amount necessary to reduce the Coverage Percentage to 100% and (ii) any accrued Interest and Fees in respect of such prepaid Capital shall be paid on the immediately following Settlement Date.
(c) The Borrower may, upon at least thirty (30) Business Days’ written notice to the Administrator and each Group Agent, terminate the credit facility evidenced by this Agreement in whole or, upon at least fifteen (15) Business Days’ prior written notice to the Administrator, from time to time, irrevocably reduce in part the unused portion of the Facility Limit (but not below the amount that would cause the Aggregate Capital plus the LC Participation Amount to exceed the Facility Limit or would cause the Group Capital of any Group to exceed its Group Commitment, in each case after giving effect to such reduction); provided that each partial reduction shall be in the amount of at least $5,000,000, or an integral multiple of $1,000,000 in excess thereof, and that, unless terminated in whole, the Facility Limit shall in no event be reduced below $20,000,000. Each reduction in the Commitments hereunder shall be made ratably among the Related Committed Lenders in accordance with their respective Commitment Percentages and their respective Commitments. The Administrator shall promptly advise the Group Agents of any notice received by it pursuant to this Section 1.1(c); it being understood that (in addition to and without limiting any other requirements for termination, prepayment and/or the funding of the LC Collateral Account hereunder) no such termination or reduction shall be effective unless and until (i) in the case of a termination, the amount on deposit in the LC Collateral Account is at least equal to the then outstanding LC Participation Amount plus the LC Fee Expectation and (ii) in the case of a partial reduction, the amount on deposit in the LC Collateral Account is at least equal to the amount, if any, by which the Facility Limit as so reduced by such partial reduction exceeds the sum of the Aggregate Capital plus the LC Participation Amount.
Appears in 1 contract
Samples: Receivables Financing Agreement (Cincinnati Bell Inc)
Loan Facility. (a) On the terms and subject to the conditions hereof, the each Borrower may, from time to time before the Facility Termination Date, (i) request that the Lenders make U.S. Dollar Loans in U.S. Dollarsor Canadian Dollar Loans. Each loan requested by the such Borrower pursuant to Section 1.2(a) shall be made ratably (based on Ratable Share) by the respective Groups, and each Group’s Ratable Share of each Loan shall be made and funded (x) if such Group contains a Conduit Lender and such Conduit Lender elects (in its sole discretion) to make and fund such portion of such Loan, by such Conduit Lender, or (y) if such Group does not contain a Conduit Lender or if the Conduit Lender in such Group declines (in its sole discretion) to make or fund such portion of such Loan, by the Related Committed Lender in such Group and (ii) request that the LC Bank issue or cause the issuance of Letters of Credit, in each case subject to the terms hereof (each such loan or issuance is referred to herein as a “Loan”). At no time will a Conduit Lender have any obligation to make a Loan. Each Related Committed Lender severally hereby agrees, on the terms and subject to the conditions hereof, to make Loans to the each Borrower from time to time from the date hereof to the Facility Termination Date or, if earlier, the Scheduled Termination Date with respect to such Related Committed Lender, based on the applicable Group’s Ratable Share of each Loan requested pursuant to Section 1.2(a) (and, in the case of each Related Committed Lender, its Commitment Percentage of its Group’s Ratable Share of such Loan) and, on the terms of and subject to the conditions of this Agreement, the LC Bank hereby agrees to issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make Participation Advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Ratable Share of such draws). Notwithstanding anything set forth in this paragraph (a) or otherwise herein to the contrary under no circumstances shall any Lender make any Loan or issue any Letters of Credit hereunder, as applicable, if, after giving effect to such Loan, the (i) aggregate outstanding U.S. Dollar Equivalent of the amount of the Capital of such Lender, when added to all other Capital of all other Lenders in such Lender’s Group would exceed (A) its Group’s Group Commitment (as the same may be reduced from time to time pursuant to Section 1.1(c)), minusminus (B) the Related LC Participant’s Ratable Share of the Aggregate LC Participation Amount, (ii) Aggregate Capital plus the Aggregate LC Participation Amount would exceed the Facility Limit, (iii) the Coverage Percentage would exceed 100%, (iv) the Aggregate LC Participation Amount would exceed the aggregate of the Commitments of the LC Participants, (v) the aggregate amount of Canadian Dollar Capital would exceed the Canadian Dollar Capital Sublimit or (vi) the Canadian Dollar LC Participation Amount would exceed the Canadian Dollar LC Sublimit. Each Borrower may, subject to this paragraph (a) and the other requirements and conditions herein, use the proceeds of any loan by the Lenders hereunder to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.14 below.
(b) The Borrowers shall repay in full the outstanding Capital of each Lender on the Final Maturity Date. Prior thereto, the Borrowers shall, on each Settlement Date, make a prepayment of the outstanding Capital of the Lenders to the extent required under Section 1.4 and otherwise in accordance therewith. Notwithstanding the foregoing, the Borrowers, in their discretion, shall have the right to make a prepayment, in whole or in part, of the outstanding Capital of the Lenders on any Business Day upon one (1) Business Day’s prior written notice thereof to the Administrator and each Lender in the form of Annex E (each, a “Paydown Notice”); provided that each Borrower may (i) make a prepayment of U.S. Dollar Capital so long as (x) the amount of such U.S. Dollar Capital being prepaid does not exceed $15,000,000 and (y) the related Paydown Notice is received by the Administrator and each Group Agent before 1:00 p.m. (New York City time) on the date of such prepayment and (ii) make a prepayment of Canadian Dollar Capital so long as (x) the amount of such Canadian Dollar Capital being prepaid does not exceed CAD10,000,000 and (y) the related Paydown Notice is received by the Administrator and each Group Agent before 12:00 p.m. noon (Toronto, Ontario time). Each such prepayment shall be in a minimum aggregate amount of $200,000; provided, however, that notwithstanding the foregoing, (i) a prepayment may be made in an amount necessary to reduce the Coverage Percentage to 100% and (ii) any accrued Interest and Fees in respect of such prepaid Capital shall be paid on the immediately following Settlement Date.
(c) The Borrowers may, upon at least thirty (30) Business Days’ written notice to the Administrator and each Group Agent, terminate the credit facility evidenced by this Agreement in whole or, upon at least fifteen (15) Business Days’ prior written notice to the Administrator, from time to time, irrevocably reduce in part the unused portion of the Facility Limit (but not below the amount that would cause the Aggregate Capital plus the Aggregate LC Participation Amount to exceed the Facility Limit or would cause the U.S. Dollar Equivalent amount of the Group Capital of any Group to exceed its Group Commitment, in each case after giving effect to such reduction); provided that each partial reduction shall be in the amount of at least $5,000,000, or an integral multiple of $1,000,000 in excess thereof, and that, unless terminated in whole, the Facility Limit shall in no event be reduced below $20,000,000. Each reduction in the Commitments hereunder shall be made ratably among the Related Committed Lenders in accordance with their respective Commitment Percentages and their respective Commitments. The Administrator shall promptly advise the Group Agents of any notice received by it pursuant to this Section 1.1(c); it being understood that (in addition to and without limiting any other requirements for termination, prepayment and/or the funding of the LC Collateral Account hereunder) no such termination or reduction shall be effective unless and until (i) in the case of a termination, the amount on deposit in the LC Collateral Account is at least equal to the then outstanding Aggregate LC Participation Amount plus the LC Fee Expectation and (ii) in the case of a partial reduction, the amount on deposit in the LC Collateral Account is at least equal to the amount, if any, by which the Facility Limit as so reduced by such partial reduction exceeds the sum of the Aggregate Capital plus the Aggregate LC Participation Amount.
(d) From time to time, the U.S. Borrower may sell certain Receivables to the Receivables Buyer pursuant to the Monetization Documents; provided that, unless otherwise consented to in writing by the Administrator, (i) the Purchase Date with respect to any such sale shall be a date permitted from time to time under the Monetization Documents, (ii) each Receivable subject to the related Purchase Request shall be a Permitted Monetization Receivable and (iii) not less than one (1) Business Day prior to any proposed Purchase Date, the U.S. Servicer shall deliver to the Administrator and each Group Agent a report in substantially the form set forth on Annex K (such report, a “Monetization Report”). Any Receivable identified on any Purchase Request and sold to the Receivables Buyer in accordance with the Monetization Documents shall constitute a “Monetized Receivable”. On the related Purchase Date therefor, a Monetized Receivable shall cease to constitute a Pool Receivable and the Administrator’s security interest under this Agreement in such Monetized Receivable and Related Monetized Assets (but not in any other Receivable or any other Pool Assets) shall automatically and without any further action be released and of no further force or effect; provided that if such Monetized Receivable and Related Monetized Assets is transferred, reconveyed or returned to the U.S. Borrower by the Receivables Buyer (including in connection with an “Event of Repurchase” pursuant to the Monetization Documents with respect to such Receivable), then (x) such Receivable shall cease to constitute a Monetized Receivable and shall thereafter constitute a Pool Receivable and (y) the security interest granted herein shall immediately be reinstated with respect to such Receivable.
Appears in 1 contract
Samples: Receivables Financing Agreement (Cincinnati Bell Inc)
Loan Facility. (a) On Subject to the terms and subject to the conditions hereof, the Borrower may, from time to time before the Facility Termination Date, request that the Lenders make Loans in U.S. Dollars. Each loan requested by the Borrower pursuant to Section 1.2(a) shall be made ratably (based on Ratable Share) by the respective Groups, and each Group’s Ratable Share of each Loan shall be made and funded (x) if such Group contains a Conduit Lender and such Conduit Lender elects (in its sole discretion) to make and fund such portion of such Loan, by such Conduit Lender, or (y) if such Group does not contain a Conduit Lender or if the Conduit Lender in such Group declines (in its sole discretion) to make or fund such portion of such Loan, by the Related Committed Lender in such Group and (ii) request that the LC Bank issue or cause the issuance of Letters of Credit, in each case subject to the terms hereof (each such loan or issuance is referred to herein as a “Loan”). At no time will a Conduit Lender have any obligation to make a Loan. Each Related Committed Lender severally hereby agrees, on the terms and subject to the conditions hereof, to make Loans to the Borrower from time to time from the date hereof to the Facility Termination Date or, if earlier, the Scheduled Termination Date with respect to such Related Committed Lender, based on the applicable Group’s Ratable Share of each Loan requested pursuant to Section 1.2(a) (and, in the case of each Related Committed Lender, its Commitment Percentage of its Group’s Ratable Share of such Loan) and, on the terms of and subject to the conditions of this Agreement, the LC Bank hereby agrees to issue Letters of Credit in return for (Lenders agree, severally and each LC Participant hereby severally agrees not jointly, to make Participation Advances advances to Borrower, from time to time, prior to the Commitment Termination Date (each an “Advance” and collectively the “Advances”), in connection with any draws under such Letters an aggregate amount not to exceed the Loan Commitment according to each Lender’s pro rata share of Credit equal to such LC Participant’s Ratable Share the Loan Commitment (based upon the respective Commitment Percentage of such drawseach Lender). Notwithstanding anything set forth Each Advance must be in this paragraph an amount of at least One Million Dollars (a$1,000,000) or otherwise herein not exceeding the amount that has not yet been drawn under the Loan Commitment; provided, however, that no Advance shall be in an amount in excess of the Advance Rate multiplied by the aggregate original principal amount of the Eligible Loans which are financed by such Advance. After repayment, no Advance may be reborrowed. Lenders’ obligation to lend hereunder shall terminate on the contrary under no circumstances shall any Lender make any Loan or issue any Letters earlier of Credit hereunder, as applicable, if, after giving effect to such Loan, the (i) aggregate outstanding a Lender’s election on the occurrence and continuance of an Event of Default, or (ii) the Commitment Termination Date. When Lenders makes an Advance, Borrower shall cause WebBank to execute and deliver a listing of the notes payable to Borrower in the amount of the Capital portion of the Eligible Loan being financed by such Advance (the “Financed Loan Note”) and each such Financed Loan Note will be stored electronically in the Borrower’s lending account and electronically endorsed by WebBank to Borrower. Upon any Lender’s request, Borrower shall deliver to such Lender evidence satisfactory to such Lender that the Financed Loan Notes for such Lender have been electronically endorsed by WebBank to Borrower. The portion of the Eligible Loan being financed by the Advance and evidenced by the Financed Loan Note shall become a “Financed Loan”. Borrower shall immediately electronically endorse the Financed Loan Note or Financed Loan Notes to Administrative Agent, for the ratable benefit of the Lenders, and to each Lender, when added to all other Capital of all other Lenders in such Lender’s Group would exceed (A) its Group’s Group Commitment (as using the same may be reduced from time to time pursuant to Section 1.1(c)), minusStandard Assignment Forms.
Appears in 1 contract
Loan Facility. (a) On 2.1 In accordance with the Loan Documents, the Bank hereby establishes for the benefit of the Borrower the Line of Credit Loan Facility.
2.2 Subject to the terms and subject to conditions set forth in this Agreement and the conditions hereofother Loan Documents, and provided that Borrower is not in Default thereunder, the Borrower mayBank agrees that it shall, from time to time before the Facility Termination Date, request that the Lenders make Loans in U.S. Dollars. Each loan requested by the Borrower pursuant to Section 1.2(a) shall be made ratably (based on Ratable Share) by the respective Groups, and each Group’s Ratable Share of each Loan shall be made and funded (x) if such Group contains a Conduit Lender and such Conduit Lender elects (in its sole and absolute discretion) , make Loans to make or on behalf of Borrower from its Loan Facility which the Bank deems warranted by the facts and fund circumstances existing at the time of each request by Borrower. Each request by Borrower for a Loan as well as each such portion Loan to be made by the Bank shall constitute a representation by Borrower that all conditions set forth in the Loan Documents on the part of Borrower have been satisfied on the date of such Loan, by such Conduit Lender, or (y) if such Group does not contain a Conduit Lender or if request.
2.3 Borrower may request Advances from the Conduit Lender in such Group declines (in its sole discretion) to make or fund such portion of such Loan, by the Related Committed Lender in such Group and (ii) request that the LC Bank issue or cause the issuance of Letters Line of Credit, and Borrower shall be authorized to make such borrowings, repay same in each case subject to whole or in part, and reborrow on a revolving basis (the terms hereof (each such loan or issuance is referred to herein as a “Loan”"Revolving Credit Loans"). At no the time will a Conduit Lender have any obligation of each Revolving Credit Loan made pursuant to this Agreement, Borrower shall immediately become indebted to the Bank for the amount of each such Loan. All Advances shall be disbursed by Bank from its office in the City and State of New York, and shall be payable at such office. Bank agrees to make a Loan. Each Related Committed Lender severally hereby agrees, on the terms and subject Advances to the conditions hereof, to make Loans to the Borrower from time to time from the date hereof in Bank's sole and absolute discretion up to the Facility Termination Date or, if earlier, the Scheduled Termination Date with respect to such Related Committed Lender, based on the applicable Group’s Ratable Share of each Loan requested pursuant to Section 1.2(a) (and, in the case of each Related Committed Lender, its Commitment Percentage of its Group’s Ratable Share of such Loan) and, on the terms of Borrower's Availability and subject to the conditions Loan Documents.
2.4 A request for an Advance must be received by the Bank no later than 11:00 A.M. on a Business Day for the Advance to be made effective as of this Agreementsuch Business Day. If such request is received by the Bank after said time, the LC Advance shall be made effective as of the next Business Day. Requests shall be made by fax transmittal to the Bank hereby agrees at the fax number provided to issue Letters of Credit in return the Borrower by the Bank. If a request for an Advance is made by telephone (and each LC Participant hereby severally agrees although the Bank is not required to make Participation Advances in connection with any draws under such Letters of Credit equal an Advance pursuant to such LC Participant’s Ratable Share of such drawsa telephonic request), it must be promptly confirmed by written fax transmittal. Notwithstanding anything set forth in this paragraph (a) or otherwise herein Borrower hereby authorizes Bank to the contrary under no circumstances shall any Lender make any Loan or issue any Letters of Credit hereunder, as applicable, if, after giving effect to such Loan, the an Advance based on (i) aggregate outstanding a fax transmittal ostensibly sent by a representative of the Borrower without regard to verification by the Bank of the authority of the representative, or (ii) a telephonic request for an Advance ostensibly made by a representative of the Borrower without regard to verification by the Bank of the authority of the representative. Borrower hereby indemnifies and holds Bank harmless from and against any and all damages, losses, liabilities, costs and expenses (including reasonable attorneys' fees and expenses) which may arise or be created by the acceptance of any requests or the making of any Advances. Bank will enter on its books and records the date and amount of each Advance.
2.5 Borrower shall be obligated to pay to the Capital Bank interest upon the aggregate principal balance outstanding of such LenderBorrower's Revolving Credit Loans calculated at the close of each day, when added and payable on a monthly basis. The aggregate principal balance outstanding shall bear interest thereon at a per annum rate equal to the greater of (i) the Base Rate plus one percent (1.0%) per annum, or (ii) 4.25% per annum. The effective interest rate applicable to the Borrower's Revolving Credit Loans evidenced hereby shall change on the date of each change in the Base Rate. Interest at the rate set forth herein shall be charged on all other Capital sums due to the Bank even after a Default or the entry of all other Lenders in such Lender’s Group would exceed (A) its Group’s Group Commitment (judgment, subject to the imposition of the increased Default Rate of interest as prescribed by the same may be reduced from time to time pursuant to Section 1.1(c)), minusterms of this
Appears in 1 contract
Samples: Loan and Security Agreement (Coffee Holding Co Inc)
Loan Facility. (a) On 2.1 In accordance with the Loan Documents, the Bank hereby establishes for the benefit of the Borrower the following Loan Facility: the Line of Credit.
2.2 Subject to the terms and subject to conditions set forth in this Agreement and the conditions hereofother Loan Documents, and provided that Borrower is not in Default thereunder, the Borrower mayBank agrees that it shall, from time to time before the Facility Termination Date, request that the Lenders make Loans in U.S. Dollars. Each loan requested by the Borrower pursuant to Section 1.2(a) shall be made ratably (based on Ratable Share) by the respective Groups, and each Group’s Ratable Share of each Loan shall be made and funded (x) if such Group contains a Conduit Lender and such Conduit Lender elects (in its sole and absolute discretion) , make Loans to make or on behalf of Borrower from its Loan Facility which the Bank deems warranted by the facts and fund circumstances existing at the time of each request by Borrower. Each request by Borrower for a Loan as well as each such portion Loan to be made by the Bank shall constitute a representation by Borrower that all conditions set forth in the Loan Documents on the part of Borrower have been satisfied on the date of such Loan, by such Conduit Lender, or (y) if such Group does not contain a Conduit Lender or if request.
2.3 Borrower may request Advances from the Conduit Lender in such Group declines (in its sole discretion) to make or fund such portion of such Loan, by the Related Committed Lender in such Group and (ii) request that the LC Bank issue or cause the issuance of Letters Line of Credit, and Borrower shall be authorized to make such borrowings, repay same in each case subject to whole or in part, and reborrow on a revolving basis (the terms hereof (each such loan or issuance is referred to herein as a “Loan”"Revolving Credit Loans"). At no the time will a Conduit Lender have any obligation of each Revolving Credit Loan made pursuant to this Agreement, Borrower shall immediately become indebted to the Bank for the amount of each such Loan. All Advances shall be disbursed by Bank from its office in the City and State of New York, and shall be payable at such office. Bank agrees to make a Loan. Each Related Committed Lender severally hereby agrees, on the terms and subject Advances to the conditions hereof, to make Loans to the Borrower from time to time from the date hereof in Bank's sole and absolute discretion up to the Facility Termination Date or, if earlier, the Scheduled Termination Date with respect to such Related Committed Lender, based on the applicable Group’s Ratable Share of each Loan requested pursuant to Section 1.2(a) (and, in the case of each Related Committed Lender, its Commitment Percentage of its Group’s Ratable Share of such Loan) and, on the terms of Borrower's Availability and subject to the conditions Loan Documents.
2.4 A request for an Advance must be received by the Bank no later than 11:00 A.M. on a Business Day for the Advance to be made effective as of such Business Day. If such request is received by the Bank after said time, the Advance shall be made effective as of the next Business Day. Requests shall be made by fax transmittal to the Bank at the fax number provided to the Borrower by the Bank. If a request for an Advance is made by telephone (although the Bank is not required to make an Advance pursuant to a telephonic request), it must be promptly confirmed by written fax transmittal. Borrower hereby authorizes Bank to make an Advance based on (i) a fax transmittal ostensibly sent by a representative of the Borrower without regard to verification by the Bank of the authority of the representative, or (ii) a telephonic request for an Advance ostensibly made by a representative of the Borrower without regard to verification by the Bank of the authority of the representative. Borrower hereby indemnifies and holds Bank harmless from and against any and all damages, losses, liabilities, costs and expenses (including reasonable attorneys' fees and expenses) which may arise or be created by the acceptance of any requests or the making of any Advances. Bank will enter on its books and records the date and amount of each Advance.
2.5 Borrower shall be obligated to pay to the Bank interest upon the unpaid principal balance of Borrower's Revolving Credit Loans calculated at the close of each day, and payable on a monthly basis. The interest rate which shall be used to calculate the amount of interest due each day shall be the Wall Street Prime Rate plus one and one-half percent (1.5%) per annum (the "Contract Rate"). The rate of interest shall be adjusted automatically as of the opening of business on each day in accordance with changes in the Wall Street Journal Prime Rate. Interest at the rate set forth herein shall be charged on all sums due to the Bank even after a Default or the entry of judgment. All computations of interest shall be made on the basis of a three hundred sixty (360) day year and the actual number of days elapsed.
2.6 The amount billed to the Borrower hereunder may be charged to Borrower's account maintained with the Bank as of the first day of the month following the month for which it is billed. Such amount shall be deemed paid out of the first collections in the account subsequent to the date of the charge. At Bank's option, up to three (3) Business Days' shall be allowed subsequent to receipt of remittances, without regard to the form thereof, from Account Debtors or the Borrower to permit bank clearance and collection of such remittances before the amount thereof shall be deemed collected by Bank, which time interval Borrower agrees is reasonable. In the event Bank determines at any time, or from time to time, in its sole discretion, to make available advances or funds to Borrower prior to the expiration of such interval, Borrower shall pay additional interest on such advances or funds at the rate set forth herein for each day that such remittances are deemed uncollected under the provisions of this AgreementParagraph. Bank shall render to Borrower each month by mailing to Borrower, by ordinary mail prepaid, a statement of Borrower's account with Bank, which shall be deemed to be correct and accepted by and binding upon Borrower unless Bank shall have received a written statement of Borrower's exceptions within 15 days after the mailing thereof, and any event shall be deemed correct and accepted except as to the matters stated in such exceptions.
2.7 The Revolving Credit Loans made by the Bank to Borrower pursuant to this Agreement shall be noted on the records of the Bank. The Bank shall render to Borrower each month by mailing to Borrower, by ordinary mail, postage prepaid, a statement of Borrower's account with the Bank, which shall be deemed to be correct and accepted by and binding upon Borrower unless the Bank shall have received a written statement of Borrower's exceptions within 15 days after mailing thereof, and in any event shall be deemed correct and accepted except as to the matters stated in such exceptions.
2.8 The Borrower is hereby entering into a full dominion financing transaction with the Bank. The collection of Accounts Receivable and the use of the proceeds of the Collateral shall comply with all requirements of the Bank relating to a full dominion financing relationship including, but not limited to, the LC following:
(a) All Accounts Receivable collections of Borrower and all checks, drafts and other monies received by Borrower or Bank which are proceeds of the Collateral will be deposited by the Bank into an account maintained by the Bank, and will be credited by Bank as payment toward the Obligations on the Business Day after which such items are deposited into such account. Borrower will pay to Bank a sum equal to up to three (3) Business Days on all such deposits, at the interest rate specified for Revolving Credit Loans hereunder. Borrower will reimburse Bank on demand for the amount of any items credited as provided above and subsequently returned unpaid. Bank may terminate the foregoing arrangement upon notice to Borrower.
(b) Borrower will collect its Accounts Receivable only in the ordinary course of business. Borrower will notify all of its Account Debtors to forward all Accounts Receivable collections owed to Borrower to a lockbox (the "Lockbox") controlled by Bank. Borrower will execute such agreements as may be required in connection with the Lockbox, including a Lockbox Agreement and signature cards, and will pay all fees in connection therewith. If, notwithstanding the provisions of this Section, Borrower receives directly any checks, drafts or other monies which are proceeds of the Collateral, Borrower will, immediately upon receipt thereof, forward all such checks, drafts and other monies to the Lockbox.
(c) Borrower agrees that all monies, checks, notes, instruments, drafts or other payments relating to or constituting proceeds of any Accounts Receivable or other Collateral of Borrower which come into the possession or under the control of Borrower or any employees, agents or other persons acting for or in concert with Borrower, shall be received and held in trust for Bank and such items shall be the sole and exclusive property of Bank. Immediately upon receipt thereof, Borrower and such other persons shall remit the same or cause the same to be remitted, in kind, to Bank. Borrower shall deliver or cause to be delivered to Bank, with appropriate endorsement and assignment to Bank with full recourse to Borrower, all instruments, notes and chattel paper constituting an Account Receivable or proceeds thereof or other Collateral. Bank is hereby agrees authorized to issue Letters open all mail addressed to Borrower and endorse all checks, drafts or other items for payment on behalf of Borrower. Bank is granted a power of attorney by Borrower with full power of substitution to execute on behalf of Borrower and in Borrower's name or to endorse Borrower's name on any check, draft, instrument, note or other item of payment or to take any other action or sign any document in order to effectuate the foregoing. Such power of attorney being coupled with an interest is irrevocable.
2.9 Prior to the issuance of any Letter of Credit, the Borrower shall execute the Letter of Credit in return for (Documents, and each LC Participant hereby severally agrees to make Participation Advances the Borrower shall comply with all the terms and conditions thereof in connection with any Letters of Credit issued, such documents being fully incorporated herein by reference. All Letters of Credit shall be in form and substance reasonably satisfactory to the Bank. No Letter of Credit shall be issued with an expiry date later ten (10) Business Days prior to any Maturity Date. Each Letter of Credit shall comply with the Letter of Credit Documents. In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, the Bank shall promptly notify Borrower and Borrower shall immediately reimburse the Bank on the day when such drawing is honored, by either a cash payment by Borrower or, so long as no Event of Default has occurred and is continuing, in the absence of such payment by Borrower, and at the Bank's option, by the Bank automatically making or having been deemed to have made (without further request or approval of Borrower) a cash Advance under the Line of Credit on such date to reimburse the Bank. Borrower's reimbursement obligation for draws under Letters of Credit along with the obligation to pay Letter of Credit Fees shall herein be referred to collectively as Borrower's "Reimbursement Obligations." All of Borrower's Reimbursement Obligations hereunder with respect to Letters of Credit shall apply unconditionally and absolutely to Letters of Credit issued hereunder on behalf of Borrower. The obligation of Borrower to reimburse Lender for drawings made (or for cash Advances made to cover drawings made) under the Letters of Credit shall be unconditional and irrevocable and shall be paid strictly in accordance with the terms of this Agreement under all circumstances including, without limitation, the following circumstances: If by reason of (i) any change after the Closing Date in applicable law, regulation, rule, decree or regulatory requirement or any change in the interpretation or application by any judicial or regulatory authority of any law, regulation, rule, decree or regulatory requirement or (ii) compliance by the Bank with any direction, reasonable request or requirement (whether or not having the force of law) of any governmental or monetary authority including, without limitation, Regulation D: i In addition to amounts payable as elsewhere provided in this Section, without duplication, Borrower hereby agrees to protect, indemnify, pay and save the Bank harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees) which the Bank may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of the Letters of Credit or (B) the failure of the Bank to honor a drawing under any Letter of Credit as a result of any such act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority (all such acts or omissions herein called "Government Acts") in each case except for claims, demands, liabilities, damages, losses, costs, charges and expenses arising solely from acts or conduct of the Bank constituting gross negligence or willful misconduct. iiAs between Borrower and the Bank, Borrower assumes all risks of the acts and omissions of or misuse of the Letters of Credit issued by the Bank by the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, the Bank shall not be responsible: (A) for the form, validity, sufficiency, accuracy, genuineness or legal effects of any document submitted by any party in connection with the application for and issuance if such Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (B) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit equal or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (C) for failure of the beneficiary of any such LC Participant’s Ratable Share Letter of Credit to comply fully with conditions required in order to draw upon such draws)Letter of Credit; (D) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they are in cipher, unless any of the foregoing are caused by the Bank's gross negligence or willful misconduct; (E) for errors in interpretation of technical terms; (F) for any loss or delay in the transmission of any document or required in order to make a drawing under such Letter of Credit or of the proceeds thereof, unless caused by the Bank's gross negligence or willful misconduct; (G) for the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (H) for any consequences arising from causes beyond the control of issuer, including, without limitation, any Government Acts. Notwithstanding anything None of the above shall affect, impair or prevent the vesting of any of the Bank's rights or powers hereunder. iii In furtherance and extension and not in limitation of the specific provisions hereinabove set forth forth, any action taken or omitted by the Bank in this paragraph (a) or otherwise herein to connection with the contrary under no circumstances shall any Lender make any Loan or issue any Letters of Credit hereunderissued by it or the related certificates, as applicableif taken or omitted in good faith, if, after giving effect to such Loan, shall not create any liability on the (i) aggregate outstanding amount part of the Capital of such Lender, when added Bank to all other Capital of all other Lenders in such Lender’s Group would exceed (A) its Group’s Group Commitment (as the same may be reduced from time to time pursuant to Section 1.1(c)), minusBorrower.
Appears in 1 contract
Loan Facility. (a) On the terms and subject The Company will make available to the conditions hereofEmployee a loan facility (the "Loan Facility") in the principal amount of Four Hundred Thousand Dollars, ($400,000) on the following terms: (i) One Hundred Thousand Dollars ($100,000) of the Loan Facility will be made available during each one-year period commencing June 1, 2002, 2003, 2004 and 2005; (ii) any portion of the Loan Facility not drawn in any such one-year period may be carried forward and borrowed during any subsequent one-year period; (iii) borrowings under the Loan Facility shall bear interest at the annual rate of six percent (6%), which need not be paid currently, but shall accrue and be added to principal; (iv), the Borrower may, from time to time before Loan Facility shall be unsecured provided that the Facility Termination Date, Employee may request that the Lenders make Loans Loan Facility be secured by a deed of trust on the Employee's residence; (v) if the Loan Facility should be secured by a deed of trust on the Employee's residence, the Company agrees that, at the Employee's request at any time, the Company's deed to trust shall be subordinated to one or more deeds of trust securing other indebtedness without regard to the amount secured, and the Company further agrees that such deed of trust shall be released promptly after any request by Employee whether or not the Loan Facility has been repaid in U.S. Dollars. Each loan requested whole or in part and whether or not it is in default; (vi) the Loan Facility shall be due and payable on May 31, 2006, provided, however, that if the Market Value of the Initial Option Grant (as defined below) does not exceed One Million Five Hundred Thousand Dollars ($1,500,000) during any period of ten consecutive trading days on which the Company's Common Stock could have been traded on the principal exchange on which it is then listed when the Employee could have sold shares of the Company's Common Stock without regard to Company "black out" periods (whether a regular quarterly black out period or due to the pendency of a material announcement or transaction by the Borrower pursuant to Section 1.2(aCompany) shall be made ratably (based on Ratable Share) or "lock-ups" imposed by underwriters of the respective Groups, and each Group’s Ratable Share of each Loan shall be made and funded (x) if such Group contains a Conduit Lender and such Conduit Lender elects (in its sole discretion) to make and fund such portion of such Loan, by such Conduit Lender, or (y) if such Group does not contain a Conduit Lender or if the Conduit Lender in such Group declines (in its sole discretion) to make or fund such portion of such Loan, by the Related Committed Lender in such Group and (ii) request that the LC Bank issue or cause the issuance of Letters of Credit, in each case subject to the terms hereof Company's securities (each such loan or issuance is referred to herein as a “Loan”). At no time will a Conduit Lender have any obligation to make a Loan. Each Related Committed Lender severally hereby agreesten consecutive trading day period "Trading Window") between June 1, 2005 and May 31, 2006, the principal and all accrued but unpaid interest on the terms Loan Facility shall be forgiven on June 1, 2006, (vii) if the Market Value of the Initial Option Grant does not exceed One Million Five Hundred Thousand Dollars ($1,500,000) during any Trading Window between June 1, 2005, and subject May 31, 2006, the Employee may by notice to the conditions hereof, Company elect to make Loans to the Borrower from time to time from extend the date hereof on which principal and accrued interest on the Loan Facility are due to June 1, 2007, provided that if the Facility Termination Date orMarket Value of the Initial Option Grant exceeds One Million Five Hundred Thousand Dollars ($1,500,000) during any Trading Window between June 1, if earlier2006, and May 31, 2007, the Scheduled Termination Date with respect to such Related Committed Lender, based on the applicable Group’s Ratable Share of each Loan requested pursuant to Section 1.2(a) (and, in the case of each Related Committed Lender, its Commitment Percentage of its Group’s Ratable Share of such Loan) and, on the terms of principal and subject to the conditions of this Agreement, the LC Bank hereby agrees to issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make Participation Advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Ratable Share of such draws). Notwithstanding anything set forth in this paragraph (a) or otherwise herein to the contrary under no circumstances shall any Lender make any Loan or issue any Letters of Credit hereunder, as applicable, if, after giving effect to such Loan, the (i) aggregate outstanding amount of the Capital of such Lender, when added to all other Capital of all other Lenders in such Lender’s Group would exceed (A) its Group’s Group Commitment (as the same may be reduced from time to time pursuant to Section 1.1(c)), minusaccrued
Appears in 1 contract
