We use cookies on our site to analyze traffic, enhance your experience, and provide you with tailored content.

For more information visit our privacy policy.

Common use of Loan Clause in Contracts

Loan. By and subject to the terms of this Agreement, Lender agrees to lend to Borrower and Borrower agrees to borrow from Lender the principal sum of NINE MILLION FIVE HUNDRED EIGHTY-ONE THOUSAND AND NO/100 DOLLARS ($9,581,000.00) (“Loan”), said sum to be evidenced by a Promissory Note Secured by Deed of Trust of even date herewith (“Note”). The Note shall be secured, in part, by that certain Construction Deed of Trust with Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing dated June 27, 2012, executed by Borrower, as trustor, to American Securities Company of Nevada, a Nevada corporation, as trustee, for the benefit of Lender, as beneficiary, and recorded on July 10, 2012 as Instrument No. 201207100000082 in the official records of Xxxxx County, Nevada (“Official Records”) as modified by that certain Modification Agreement (“Modification Agreement”) of even date herewith by and between Borrower and Lender, a memorandum (“Memorandum”) of which is being recorded concurrently herewith in the Official Records (as modified, and as hereafter amended, supplemented, replaced or modified, the “Deed of Trust”), encumbering certain real property and improvements as legally defined therein. The obligations of the Borrower under the Loan will be guaranteed by XXXXXXX XXXXXXXXXX, an individual (“Xxxxxxxxxx”), XXXXXX XXXX, an individual (“Xxxx”), and AMERICAN ADDICTION CENTERS, INC., a Nevada corporation (“AAC” and, together with Xxxxxxxxxx and Xxxx individually and collectively, “Guarantor”) pursuant to that certain Repayment Guaranty of even date herewith (“Guaranty”). Amounts disbursed to or on behalf of Borrower pursuant to the Note shall be used to finance the Property and for such other purposes and uses as may be permitted under this Agreement and the other Loan Documents, as described below.

Appears in 2 contracts

Samples: Loan Agreement (AAC Holdings, Inc.), Loan Agreement (AAC Holdings, Inc.)

AutoNDA by SimpleDocs

Loan. By (a) On the terms and subject to the terms of conditions set forth in this Agreement, Lender agrees to lend to Borrower and Borrower agrees up to borrow from Lender $14,000,000.00 (the principal sum of NINE MILLION FIVE HUNDRED EIGHTY-ONE THOUSAND AND NO/100 DOLLARS ($9,581,000.00) (“"Loan"), said sum to . The Loan shall be evidenced by a Promissory Revolving Credit Note Secured by Deed of Trust of even date herewith (the "Note”). The Note shall be secured") in a form satisfactory to Lender, in part, by that certain Construction Deed of Trust with Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing dated June 27, 2012, duly executed by Borrower, as trustor, Borrower in the principal amount of $14,000,000.00 and made payable to American Securities Company of Nevada, a Nevada corporation, as trustee, for the benefit order of Lender, as beneficiary, . Principal and recorded interest on July 10, 2012 as Instrument No. 201207100000082 in the official records of Xxxxx County, Nevada (“Official Records”) as modified by that certain Modification Agreement (“Modification Agreement”) of even date herewith by and between Borrower and Lender, a memorandum (“Memorandum”) of which is being recorded concurrently herewith in the Official Records (as modified, and as hereafter amended, supplemented, replaced or modified, the “Deed of Trust”), encumbering certain real property and improvements as legally defined therein. The obligations of the Borrower under the Loan will be guaranteed by XXXXXXX XXXXXXXXXX, an individual (“Xxxxxxxxxx”), XXXXXX XXXX, an individual (“Xxxx”), and AMERICAN ADDICTION CENTERS, INC., a Nevada corporation (“AAC” and, together with Xxxxxxxxxx and Xxxx individually and collectively, “Guarantor”) pursuant to that certain Repayment Guaranty of even date herewith (“Guaranty”). Amounts disbursed to or on behalf of Borrower pursuant to the Note shall be used to finance due and payable in the Property manner and for such other purposes at the times set forth in the Note with final maturity (the "Maturity Date") on October 1, 2000; provided however, that upon the request of Borrower and uses as the consent of Lender, which consent shall not be unreasonably withheld, but may be permitted under conditioned upon: (i) Lender's review of the credit standing and financial condition of the Borrower, and (ii) no Events of Default (as hereinafter defined) hereunder, the final maturity shall be October 1, 2001. The availability or proceeds of the Loan shall be used only (i) for the issuance of one or more Letters of Credit (as hereinafter defined), and (ii) for Borrower's general corporate purposes. (b) On the terms and subject to the conditions set forth in this Agreement, Lender agrees to make advances on the Note to Borrower for the issuance of one or more letters of credit the total aggregate face amount of which shall not exceed at any one time the lesser of (i) $14,000,000.00 and (ii) the "Borrower's Loan Limit", as such term is defined in Exhibit "A" hereto. Each of the letters of credit shall be evidenced by an Application and Agreement for Letter of Credit (the "Application") in a form satisfactory to Lender. Each of these letters of credit and any renewals, extensions and modifications thereof are collectively referred to herein as the "Letter of Credit", and shall be for a term of no more than one year from the date of issuance. Repayment of drafts against the Letter of Credit shall be governed by this Agreement and the other Loan DocumentsApplication, as described belowand shall be and is secured by the collateral and guaranties, if any, provided herein.

Appears in 2 contracts

Samples: Loan Agreement (Maxxam Inc), Loan Agreement (Maxxam Inc)

Loan. By and subject to the terms of this Agreement, Lender agrees to lend to Borrower and Borrower agrees to borrow from Lender the maximum principal sum of NINE MILLION FIVE HUNDRED EIGHTYTWENTY-ONE MILLION FOUR HUNDRED THIRTY EIGHT THOUSAND TWO HUNDRED THIRTY SEVEN AND NO/100 NO/100THS DOLLARS ($9,581,000.0021,438,237.00) (“Loan”), said sum to be evidenced by a Promissory Note Secured by Deed of Trust Mortgage of even date herewith (“Note”). The Note shall be secured, in part, by that certain a Construction Deed of Trust Mortgage with Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing dated June 27, 2012of even date herewith, executed by Borrower, as trustor, Borrower to American Securities Company of Nevada, a Nevada corporation, as trustee, for the benefit of Lender, as beneficiaryBeneficiary, and recorded on July 10, 2012 as Instrument No. 201207100000082 in the official records of Xxxxx County, Nevada (“Official Records”) as modified by that certain Modification Agreement (“Modification Agreement”) of even date herewith by and between Borrower and Lender, a memorandum (“Memorandum”) of which is being recorded concurrently herewith in the Official Records (as modified, and as hereafter amended, supplemented, replaced or modified, the modified (Deed of TrustMortgage”), encumbering certain real property and improvements as legally defined therein. The obligations of the Borrower under the Loan will be jointly and severally guaranteed in whole or in part by XXXXXXX XXXXXXXXXXX. XXXXXXX, an individual XXXXXXX X. XXXXXXXXX, XXXXXXX X. XXXXXXXXX and XXXX X. XXXXXXX (each called a Xxxxxxxxxx”), XXXXXX XXXX, an individual (“Xxxx”), and AMERICAN ADDICTION CENTERS, INC., a Nevada corporation (“AACGuarantorand, together with Xxxxxxxxxx and Xxxx individually and collectively, “GuarantorGuarantors”) pursuant to that certain Repayment Guaranty one or more guaranty agreements of even date herewith (individually or collectively, the “Guaranty”). Amounts disbursed to or on behalf of Borrower pursuant to the Note shall be used to finance the development and construction of the Property and Improvements and for such other purposes and uses as may be permitted under this Agreement and the other Loan Documents, as described below. The Loan is not a revolving credit line, and no payments or credits shall increase the maximum amount of advances available from the Loan.

Appears in 2 contracts

Samples: Building Loan Agreement, Building Loan Agreement (Global Growth Trust, Inc.)

Loan. By 1.1. On and subject to the terms and conditions hereof, Lender has provided Borrower with a loan in an aggregate amount of RMB5,000,000 Yuan (the “Loan”, which term shall be deemed to include Additional Loans (as defined in the following sentence), if any). Lender and Borrower further agree that Lender may in its absolute discretion provide to Borrower one or more additional loans (“Additional Loan”) from time to time in such amounts as agreed to by Lender and Borrower, provided that, for each such Additional Loan, Lender and Borrower shall execute a Supplemental Agreement to this Agreement substantially in the form attached hereto as Exhibit A. Both Parties agree and confirm that the Loan shall be interest-free, except as provided in Article 1.5 below. The Borrower has used the Loan solely for the purpose of paying for the Capital Contribution Amount to acquire the Target Equity and, unless with the prior written consent of the Lender, will not use the Loan for any other purpose. 1.2. The term of this Agreement (“Term”) shall be ten (10) years from the date of this Agreement. Unless otherwise indicated by the Lender at any time prior to its expiration, the Term will be automatically extended for another ten (10) years, and so forth thereafter. Subject to Article 1.3, Borrower shall repay all amounts outstanding in respect of the Loan (including any penalty or interest thereon) according to Article 1.4 at the expiry or termination of the Term. 1.3. Borrower shall not, without Lender’s prior written consent, which may be granted at Lender’s sole and absolute discretion on a case by case basis, make any prepayment of the Loan prior to the expiration of the Term, except that in the event that any one or more of the following circumstances occur, the entire amount of the Loan shall become immediately due and payable at the Lender’s option, without requiring any notice period on the part of the Lender, in accordance with Article 1.4: (a) Borrower becomes deceased, bankrupt, mentally incapacitated or is otherwise lacking in or has limitations in civil capacity; (b) Borrower, for any reason, ceases to be the holder of equity interests in the Domestic Company or reduces his proportion of equity interests in the Domestic Company from that set forth in Recital (A) above except for transfers of equity interests in the Domestic Company to which Lender has consented; (c) Borrower (i) ceases to be employed by or to provide service to Lender or any affiliate of Lender for any reason, (ii) breaches his obligations set forth in the Equity Pledge Agreement, the Shareholder Voting Right Trust Agreement, the Exclusive Purchase Option Agreement or the Operating Agreement (collectively, the “Transaction Documents”) or breaches his obligations set forth in this Agreement, or (iii) engages in any criminal act or is involved in any criminal activities; provided, that upon the occurrence of any of (i), (ii) or (iii) above, Borrower shall transfer his rights and obligation under this Agreement, together with his rights and obligations under the Transaction Documents, to a person designated by Lender and shall complete such transfer within 10 days after the occurrence of circumstance under this Article 1.3(c); (d) Lender is permitted to acquire a direct equity interest in Domestic Company due to a change in PRC laws or regulations or the application or interpretation thereof; or (e) A court or other government authority deems this Agreement or any of the Transaction Documents or a substantial portion thereof to be invalid, illegal or unenforceable. Notwithstanding the foregoing, Lender agrees to lend may at any time, in its sole and absolute discretion, issue a written repayment notice to Borrower requiring the repayment of the Loan, upon the occurrence of which the entire amount of the Loan shall become due and payable upon the expiry of thirty (30) days from the date of Lender’s written notice to Borrower. 1.4. Both Parties hereby agree and confirm that Borrower may repay the Loan only in one of the following repayment methods as determined by Lender in its sole discretion, and Borrower agrees to borrow from Lender the principal sum take all actions (including executing and delivering documents or calling shareholders’ meetings) necessary or advisable to implement either of NINE MILLION FIVE HUNDRED EIGHTY-ONE THOUSAND AND NO/100 DOLLARS ($9,581,000.00) (“Loan”), said sum to be evidenced by a Promissory Note Secured by Deed of Trust of even date herewith (“Note”). The Note shall be secured, in part, by that certain Construction Deed of Trust with Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing dated June 27, 2012, executed by Borrower, as trustor, to American Securities Company of Nevada, a Nevada corporation, as trustee, for the benefit of Lender, as beneficiary, and recorded on July 10, 2012 as Instrument No. 201207100000082 in the official records of Xxxxx County, Nevada (“Official Records”) as modified by that certain Modification Agreement (“Modification Agreement”) of even date herewith by and between Borrower and Lender, a memorandum (“Memorandum”) of which is being recorded concurrently herewith in the Official Records (as modified, and as hereafter amended, supplemented, replaced or modified, the “Deed of Trust”), encumbering certain real property and improvements as legally defined therein. The obligations of the Borrower under the Loan will be guaranteed by XXXXXXX XXXXXXXXXX, an individual (“Xxxxxxxxxx”), XXXXXX XXXX, an individual (“Xxxx”), and AMERICAN ADDICTION CENTERS, INC., a Nevada corporation (“AAC” and, together with Xxxxxxxxxx and Xxxx individually and collectively, “Guarantor”) pursuant to that certain Repayment Guaranty of even date herewith (“Guaranty”). Amounts disbursed to or on behalf of Borrower pursuant to the Note shall be used to finance the Property and for such other purposes and uses as may be permitted under this Agreement and the other Loan Documents, as described below.these methods:

Appears in 2 contracts

Samples: Loan Agreement (NetEase, Inc.), Loan Agreement (NetEase, Inc.)

Loan. By and subject to the terms of this Agreement, Lender agrees to lend to Borrower and Borrower agrees to borrow from Lender the maximum principal sum of NINE THIRTEEN MILLION FIVE ONE HUNDRED SIXTY-EIGHT THOUSAND FOUR HUNDRED EIGHTY-ONE THOUSAND AND NO/100 NO/IOOTHS DOLLARS ($9,581,000.0013,168,481.00) (the “Loan”), said sum to be evidenced by a that Promissory Note Secured by Deed of Trust of even date herewith (the “Note”). The Note shall be secured, in part, by that certain Construction Deed of Trust with Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing dated June 27, 2012of even date herewith, executed by Borrower, as trustor, to American Securities Company of NevadaXxxxx X. Xxxxx, a Nevada corporationan individual, as trustee, for the benefit of Lender, as beneficiary, and recorded on July 10, 2012 as Instrument No. 201207100000082 in the official records of Xxxxx County, Nevada (“Official Records”) as modified by that certain Modification Agreement (“Modification Agreement”) of even date herewith by and between Borrower and Lender, a memorandum (“Memorandum”) of which is being recorded concurrently herewith in the Official Records (as modified, and as hereafter amended, supplemented, replaced or modified, modified (the “Deed of Trust”), encumbering certain real property and improvements as legally defined therein. The obligations of the Borrower under the Loan will be guaranteed in whole or in part by BEHAVIORAL HEALTHCARE REALTY, LLC, a Delaware limited liability company (“Behavioral Healthcare Realty, LLC”), XXXXXXX XXXXXXXXXX, an individual (“Xxxxxxxxxx”), and XXXXXX XXXX, an individual (“Xxxx”) (each called a “Guarantor” and collectively called “Guarantors”), and AMERICAN ADDICTION CENTERS, INC., a Nevada corporation (“AAC” and, together with Xxxxxxxxxx and Xxxx individually and collectively, “Guarantor”) pursuant to that certain Repayment Guaranty one or more guaranty agreements of even date herewith (individually or collectively, the “Guaranty”). Amounts disbursed to or on behalf of Borrower pursuant to the Note shall be used to finance the Property and for such other purposes and uses as may be permitted under this Agreement and the other Loan Documents, as described below. The Loan is not a revolving credit line, and no payments or credits shall increase the maximum amount of advances available from the Loan.

Appears in 2 contracts

Samples: Building Loan Agreement (AAC Holdings, Inc.), Building Loan Agreement (AAC Holdings, Inc.)

Loan. By (a) Subject to all terms and subject to the terms conditions of this Agreement, Lender agrees to lend may loan to Borrower and Borrower agrees to may borrow from Lender the principal sum of Lender, from time to time, up to ONE MILLION NINE MILLION FIVE HUNDRD NINETY THOUSAND THREE HUNDRED EIGHTY-ONE THOUSAND FIFTY AND NO/100 00/100 DOLLARS ($9,581,000.001,990,350.00) (“Loan”), said sum . Said $1,990,350.00 is also sometimes referred to herein as the “Maximum Principal Amount”. (b) Advances made pursuant to this Section 1.0.1 shall be evidenced by a Promissory Note Secured by Deed of Trust of even date herewith (“the Note”). The Note , and shall be secured, in part, referred to as the ‘Obligations.” The aggregate of such advances under the Loan shall not exceed said Maximum Principal Amount. (c) Subject to a final closing statement prepared by that certain Construction Deed of Trust with Absolute Assignment of Leases Xxxxxx’s counsel and Rents, Security Agreement and Fixture Filing dated June 27, 2012, executed by Borrower, as trustor, to American Securities Company of Nevada, a Nevada corporation, as trustee, for the benefit of Lender, as beneficiary, and recorded on July 10, 2012 as Instrument No. 201207100000082 in the official records of Xxxxx County, Nevada Xxxxxxxx (“Official Records”) as modified by that certain Modification Agreement (“Modification Agreement”) of even date herewith by and between Borrower and Lender, a memorandum (“Memorandum”) of which is being recorded concurrently herewith in the Official Records (as modified, and as hereafter amended, supplemented, replaced or modified, the “Deed of TrustClosing Statement”), encumbering certain real property the Loan proceeds shall be disbursed as follows: (1) The sum of THIRTY NINE THOUSAND EIGHT HUNDRED AND SEVEN 00/100 DOLLARS ($39,807.00) shall be disbursed on behalf of Xxxxxxxx and improvements simultaneously paid to Lender as legally defined thereina fully earned, non-refundable fee (the “Fee) in consideration of Xxxxxx’s commitment to make the Loan on the terms and conditions stated herein. In no event shall the Fee be applied or credited in reduction of any principal, interest, or other sum payable hereunder; and (2) The obligations sum of TWO HUNDRED THIRTY EIGHT THOUSAND EIGHT HUNDRED FORTY TWO AND 00/100 DOLLARS ($238,842.00) shall be disbursed by Xxxxxx on behalf of Xxxxxxxx and simultaneously paid to Lender (the “Prepaid Interest Reserve”) which shall be credited against interest payments due under the terms of the Note, as such interest payments become due; and (3) The sum of TWO THOUSAND FIVE HUNDRED DOLLARS ($2,500.00) shall be disbursed by Xxxxxx on behalf of Borrower under and simultaneously paid to CHAR & XXXXXXXX, LLP, in payment of its document preparation fees, which fees are inclusive of and not in addition to the Loan will be guaranteed by XXXXXXX XXXXXXXXXX, an individual (“Xxxxxxxxxx”), XXXXXX XXXX, an individual (“Xxxx”), and AMERICAN ADDICTION CENTERS, INC., a Nevada corporation (“AAC” and, together with Xxxxxxxxxx and Xxxx individually and collectively, “Guarantor”) fees paid pursuant to that certain Repayment Guaranty Loan Agreement dated the date hereof between Borrower and Lender in the amount of even date herewith $339,000.00. (“Guaranty”). Amounts 4) The sum of THIRTY NINE THOUSAND EIGHT HUNDRED AND SEVEN 00/100 DOLLARS ($39,807.00) shall be disbursed to or on behalf of Borrower pursuant and simultaneously paid to the Note ATLAS INVESTMENT GROUP as a fully earned commission. (5) The sum of ______________________________________ shall be used disbursed on behalf of the Borrower and simultaneously paid to finance ATLANTIS NATIONAL ORGANIZATION for title insurance related services. (6) The sum of ______________________________________ shall be disbursed on behalf of the Property Borrower and simultaneously paid to THE MCDONELL LAW FIRM for settlement agent and legal services on behalf of the lender. (7) The sum of SEVEN THOUSAND TWO HUNDRED NINETY SEVEN AND 95/100 DOLLARS ($7,297.95) shall be distributed disbursed on behalf of the Borrower and simultaneously paid to Lender for per diem interest from 11/20/15 through 11/30/15. (d) Payments of interest only, in arrears, shall be due from Borrower on the first day of each and every month commencing on the first day of the month immediately following the first advances as more particularly set forth in the Note. In the event Borrower fails to make a payment within ten (10) days of the date such other purposes payment becomes due, Lender shall have the option, exercisable in its sole discretion, to require interest payments to be paid weekly, in arrears, on the Wednesday of each week during the term of the Loan. (e) If not sooner paid, all Obligations shall be due and uses as may be permitted under this Agreement and payable on the other Loan Documents, as described belowMaturity Date.

Appears in 1 contract

Samples: Loan Agreement and Commercial Non Revolving Line of Credit Promissory Note (T.A.G. Acquisitions Ltd.)

Loan. By The Bank has made or may make one or more revolving loans (collectively and individually, the “Revolving Loan” or a “Revolving Loan”) to the Borrowers (other than PLP Indonesia) subject to the terms and conditions and in reliance upon the representations and warranties of the Borrowers set forth in this Agreement. The Revolving Loan is evidenced by a promissory note or notes of the Borrowers (other than PLP Indonesia) and all renewals, Lender agrees extensions, amendments and restatements thereof (if one or more, collectively, the “Revolving Note”) acceptable to lend to Borrower the Bank, which shall set forth the interest rate, repayment and Borrower agrees to other provisions, the terms of which are incorporated into this Agreement by reference. For the avoidance of doubt, PLP Indonesia may not borrow from Lender Revolving Loans hereunder. One of the principal sum loans governed by this Agreement is a term loan in the amount of NINE MILLION FIVE HUNDRED EIGHTY-ONE THOUSAND AND NO/100 DOLLARS $8,000,000 ($9,581,000.00) (the “Term Loan”, and together with the Revolving Loan, the “Loan”), said sum ) to be PLP and PLP Indonesia subject to the terms and conditions and in reliance upon the representations and warranties of the Borrowers set forth in this Agreement. The Term Loan is evidenced by a Promissory Note Secured by Deed promissory note or notes of Trust of even date herewith PLP and PLP Indonesia and all renewals, extensions, amendments and restatements thereof (if one or more, collectively, the “Term Note”, and together with the Revolving Note, the “Note”)) acceptable to the Bank, which shall set forth the interest rate, repayment and other provisions, the terms of which are incorporated into this Agreement by reference. The Note shall be secured, in part, by that certain Construction Deed of Trust with Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing dated June 27, 2012, executed by Borrower, as trustor, to American Securities Company of Nevada, a Nevada corporation, as trustee, for the benefit of Lender, as beneficiary, and recorded on July 10, 2012 as Instrument No. 201207100000082 in the official records of Xxxxx County, Nevada (“Official Records”) as modified by that certain Modification Agreement (“Modification Agreement”) of even date herewith by and between Borrower and Lender, a memorandum (“Memorandum”) of which is being recorded concurrently herewith in the Official Records (as modified, and as hereafter amended, supplemented, replaced or modified, the “Deed of Trust”), encumbering certain real property and improvements as legally defined therein. The obligations proceeds of the Borrower under the Term Loan will be guaranteed by XXXXXXX XXXXXXXXXX, an individual (“Xxxxxxxxxx”), XXXXXX XXXX, an individual (“Xxxx”), and AMERICAN ADDICTION CENTERS, INC., a Nevada corporation (“AAC” and, together with Xxxxxxxxxx and Xxxx individually and collectively, “Guarantor”) pursuant to that certain Repayment Guaranty of even date herewith (“Guaranty”). Amounts disbursed to or on behalf of Borrower pursuant to the Note shall be used to finance for the Property purchase of a commercial building located at MM2100 Industrial Area, Jalan Irian VIII Bxxxx XX Xx. 00, Xxxxxx, Xxxx Xxxxx 00000, Xxxxxxxxx. This Agreement, the Note, the subject LCs (as hereinafter defined) and for such all other purposes agreements and uses documents now or hereafter executed and/or delivered pursuant hereto or thereto, as each may be permitted under this Agreement and amended, modified, extended or renewed from time to time, are collectively referred to as the other Loan Documents, as described below.” Capitalized and other terms not defined herein shall have the meanings ascribed to them in the Loan Documents.

Appears in 1 contract

Samples: Loan Agreement (Preformed Line Products Co)

Loan. By The Bank hereby agrees, on the terms and conditions hereinafter set forth, to make one or more Loans (including by way of issuing one or more Letters of Credit) to the Borrower from the Closing Date to the Termination Date in an aggregate principal amount at any one time outstanding not to exceed the Commitment. Notwithstanding the foregoing or anything else contained herein or in any other Loan Document, the Bank shall have no obligation to make a Loan (including by way of issuing a Letter of Credit) and no Loan shall be made to the Borrower (including by way of issuing a Letter of Credit) if, after giving effect thereto, the Availability would be less than zero. Each Loan shall be in an amount equal to $100,000 or an integral multiple of $25,000 in excess thereof. Each request for a Loan, other than by way of issuing a Letter of Credit (a "Notice of Borrowing"), shall be made by telephonic or written communication by a Person reasonably believed by the Bank to be an authorized representative of the Borrower at least one (1) Business Day prior to the proposed date for such requested Loan. The Notice of Borrowing shall specify the proposed amount of such Loan and the Business Day on which such Loan shall be made. On the Business Day specified in the Notice of Borrowing and upon fulfillment of the applicable terms and conditions set forth in Article III hereof, the Bank will make the proceeds of such Loan available to the Borrower in same day funds in United States Dollars to the account specified by the Borrower, not later than 5:00 p.m. (New York City time) on such date. Each request for a Letter of Credit shall be made in accordance with Section II.M. Within the limits of the Commitment and subject to the terms second sentence of this Section II.A., the Borrower may borrow, repay in whole or in part and reborrow Loans pursuant to this Section until the Termination Date. Notwithstanding any other provision of this Agreement, Lender agrees the Commitment shall expire on, and the Bank shall have no obligation to lend extend credit to the Borrower or make any Loan (including by way of issuing a Letter of Credit) on or after, the Termination Date and Borrower agrees to borrow from Lender the principal sum no Letter of NINE MILLION FIVE HUNDRED EIGHTY-ONE THOUSAND AND NO/100 DOLLARS ($9,581,000.00) (“Loan”), said sum to be evidenced by a Promissory Note Secured by Deed of Trust of even date herewith (“Note”). The Note Credit shall be secured, in part, by issued that certain Construction Deed of Trust with Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing dated June 27, 2012, executed by Borrower, as trustor, to American Securities Company of Nevada, a Nevada corporation, as trustee, for has an expiration date that extends beyond the benefit of Lender, as beneficiary, and recorded on July 10, 2012 as Instrument No. 201207100000082 in the official records of Xxxxx County, Nevada (“Official Records”) as modified by that certain Modification Agreement (“Modification Agreement”) of even date herewith by and between Borrower and Lender, a memorandum (“Memorandum”) of which is being recorded concurrently herewith in the Official Records (as modified, and as hereafter amended, supplemented, replaced or modified, the “Deed of Trust”), encumbering certain real property and improvements as legally defined therein. The obligations of the Borrower under the Loan will be guaranteed by XXXXXXX XXXXXXXXXX, an individual (“Xxxxxxxxxx”), XXXXXX XXXX, an individual (“Xxxx”), and AMERICAN ADDICTION CENTERS, INCTermination Date., a Nevada corporation (“AAC” and, together with Xxxxxxxxxx and Xxxx individually and collectively, “Guarantor”) pursuant to that certain Repayment Guaranty of even date herewith (“Guaranty”). Amounts disbursed to or on behalf of Borrower pursuant to the Note shall be used to finance the Property and for such other purposes and uses as may be permitted under this Agreement and the other Loan Documents, as described below.

Appears in 1 contract

Samples: Loan Agreement (Stewart Martha Omnimedia Inc)

Loan. By and subject (a) Subject to the terms of this Agreementconditions set forth herein, Lender agrees to lend extend to Borrower, from the date hereof through the Advance Termination Date (as defined below), one (1) or more Advances (as defined below) which, in the aggregate, shall not exceed at any one time $1,700,000, no portion of which may be repaid and then reborrowed. Borrower may request an Advance under this Agreement by submitting a Notice of Borrowing, which is irrevocable and binding upon Borrower. Such Notice of Borrowing shall be received by Lender on or before 10:00 a.m. (Dallas, Texas time) ten (10) Business Days prior to such Advance. Each Advance under this Agreement shall be in the minimum amount of $100,000 or a greater integral multiple thereof. Subject to the terms and conditions in this Agreement, by not later than 2:00 p.m., Dallas, Texas time, on the date of such Advance, Lender shall make available to Borrower, at an account designated by Borrower, the amount of a requested Advance under this Agreement in immediately available funds. (b) Each Notice of Borrowing shall be irrevocable and binding on Borrower and Borrower agrees shall indemnify Lender against any loss, cost, or expense incurred or suffered by Lender as a result of (i) any failure to borrow from Lender fulfill, on or before the principal sum of NINE MILLION FIVE HUNDRED EIGHTY-ONE THOUSAND AND NO/100 DOLLARS date specified for such Advance, any condition to such Advance set forth in this Agreement, or ($9,581,000.00ii) (“Loan”), said sum to Borrower’s request that an Advance not be evidenced by a Promissory Note Secured by Deed of Trust of even made on the date herewith (“Note”). The Note shall be secured, in part, by that certain Construction Deed of Trust with Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing dated June 27, 2012, executed by Borrower, as trustor, to American Securities Company of Nevada, a Nevada corporation, as trustee, specified for the benefit of Lender, as beneficiary, and recorded on July 10, 2012 as Instrument No. 201207100000082 such Advance in the official records Notice of Xxxxx County, Nevada (“Official Records”) as modified by that certain Modification Agreement (“Modification Agreement”) Borrowing. A certificate of even date herewith by and between Lender establishing the amount due from Borrower and Lender, a memorandum (“Memorandum”) of which is being recorded concurrently herewith in according to the Official Records (as modified, and as hereafter amended, supplemented, replaced or modified, the “Deed of Trust”), encumbering certain real property and improvements as legally defined therein. The obligations of the Borrower under the Loan will be guaranteed by XXXXXXX XXXXXXXXXX, an individual (“Xxxxxxxxxx”), XXXXXX XXXX, an individual (“Xxxx”), and AMERICAN ADDICTION CENTERS, INC., a Nevada corporation (“AAC” andpreceding sentence, together with Xxxxxxxxxx and Xxxx individually and collectivelya description in reasonable detail of the manner in which such amount has been calculated, “Guarantor”) pursuant to that certain Repayment Guaranty of even date herewith (“Guaranty”). Amounts disbursed to or on behalf of Borrower pursuant to the Note shall be used conclusive in the absence of manifest error. (c) The obligation of Lender to finance make any Advance (including the Property and for such other purposes and uses as may be permitted initial Advance) under this Agreement and shall be subject to the other Loan Documentsconditions precedent that, as described of the date of such Advance and after giving effect thereto: (a) all representations and warranties made by Borrower to Lender are true and correct, as if made on such date; (b) no condition or event exists which constitutes an Event of Default (as hereinafter defined) or which, with the lapse of time and/or giving of notice, would constitute an Event of Default; (c) Lender shall have received from Borrower a Notice of Borrowing and all of the statements contained in such Notice of Borrowing shall be true and correct; and (d) the representations and warranties contained in each of the Loan Documents (as defined below) shall be true in all respects as though made on the date of such Advance. (d) As used herein, the following terms have the meaning ascribed to them below:

Appears in 1 contract

Samples: Loan Agreement (Panda Ethanol, Inc.)

Loan. By and subject to the terms of this Agreement, (a) Lender agrees to lend up to $1,000,000 to Borrower for (i) the purchase of capital items, (ii) escrow funds and option payments in connection with Borrower's office lease, and (iii) operating costs to the extent hereinafter set forth. In all cases, such amounts shall be used in the development of the POC Business as more particularly set forth herein and in the Terms and Conditions. Borrower agrees shall be entitled to borrow from such amounts (subject to Section 1(b)) at such times after the date hereof and until December 31, 1996 as Borrower may request in writing to Lender. Such requests shall be forwarded to the attention of Xxxxxxx X. Xxxxxx, SmithKline Xxxxxxx, Corporate Treasury Department, FP 0000, Xxx Xxxxxxxx Xxxxx, Xxxxxxxxxxxx, XX 00000, with a copy to: Xxxxx Xxxxxxx, Controller, SmithKline Xxxxxxx Clinical Laboratories, 0000 Xxxxx Xxxxxxxxxxxx Xxxx, Xxxxxxxxxxxx, XX 00000. Such request shall state the amount of the requested draw and the use of the proceeds so drawn, with disbursement to be made by Lender substantially contemporaneously with Borrower's payment to the principal sum applicable third party of NINE MILLION FIVE HUNDRED EIGHTY-ONE THOUSAND AND NO/100 DOLLARS the proceeds to be disbursed. Borrower shall execute and deliver such documentation as Lender shall reasonably request to evidence Lender's security interest in any such purchased item. (b) The amount of funding which Borrower may request pursuant to Section 1(a) shall be reduced by any amount which Borrower directs Lender to loan to the POC Business; provided that such amount shall not exceed that amount which is both (i) necessary to fund operating expenses of the POC Business in excess of $9,581,000.00450,000 per month (without proration in the case of any partial month) and (“Loan”ii), said sum when added to be evidenced by all other amounts used to fund operating expenses of the POC Business pursuant to this Section 1(b), not in excess of $200,000. (c) Borrower shall execute and deliver to Lender a Promissory Note Secured by Deed of Trust of even date herewith in the form attached hereto as Exhibit B (the "Note"), evidencing Borrower's obligation to repay borrowed funds to Lender. The Note Each draw shall be securedrecorded on the schedule of notes and payments to the Note. (d) If Borrower has not obtained a written, in part, by that certain Construction Deed of Trust with Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing dated June 27, 2012, executed by Borrower, as trustor, to American Securities Company of Nevada, a Nevada corporation, as trustee, unconditional commitment for the benefit of Lender, as beneficiary, and recorded on July 10, 2012 as Instrument No. 201207100000082 funding referred to in the official records last paragraph of Xxxxx Countythe Terms and Conditions (the "Funding") by October 31, Nevada (“Official Records”1996, Lender shall cease to be obligated by this Agreement to loan any additional amounts to Borrower or to the POC Business or to disburse any undisbursed funds to Borrowers for which a written request has been submitted to Lender pursuant to Section 1(a) as modified by that certain Modification Agreement (“Modification Agreement”) of even date herewith by and between Borrower and Lender, a memorandum (“Memorandum”) of which is being recorded concurrently herewith in the Official Records (as modifiedpending at October 31, and as hereafter amended1996. If Borrower has not closed by November 30, supplemented, replaced or modified, the “Deed of Trust”), encumbering certain real property and improvements as legally defined therein. The obligations of the Borrower under the Loan will be guaranteed by XXXXXXX XXXXXXXXXX, an individual (“Xxxxxxxxxx”), XXXXXX XXXX, an individual (“Xxxx”), and AMERICAN ADDICTION CENTERS, INC., a Nevada corporation (“AAC” and, together with Xxxxxxxxxx and Xxxx individually and collectively, “Guarantor”) 1996 pursuant to that certain Repayment Guaranty of even date herewith (“Guaranty”). Amounts disbursed such a commitment for Funding, Lender shall similarly cease to be obligated to loan or on behalf of Borrower pursuant to the Note shall be used to finance the Property and for such other purposes and uses as may be permitted disburse funds under this Agreement and Agreement. (e) If Borrower has closed such Funding on or prior to November 30, 1996, then Borrower may continue to draw down against the other Loan DocumentsCredit Facility until December 31, as described below1996.

Appears in 1 contract

Samples: Loan and Security Agreement (Careside Inc)

Loan. By Subject to the terms and conditions hereof, the Lender agrees to ---- make a term loan (the "Loan") to the Borrower in an initial principal amount of ---- US Fifteen Million Dollars ($15,000,000) on a senior secured basis. Notwithstanding anything contained herein to the contrary, the Lender shall have the right, at any time within twelve (12) months after the Closing Date, upon at least five (5) days prior written notice to the Borrower, to advance up to an additional US Five Million Dollars ($5,000,000) to the Borrower (the "Additional ---------- Amount"), upon the same terms, and subject to the terms same conditions, as the ------ initial amount of this Agreementthe Loan advanced on the Funding Date. If the Lender exercises its right to advance such Additional Amount to the Borrower hereunder, Lender agrees (i) the Borrower will accept such Additional Amount, and all references herein and in the Loan Documents to lend the "Loan" shall mean the aggregate amount of the Loan as advanced in each such drawing, (ii) the aggregate amount of the Loan shall bear a single interest rate, shall accrue commencing on the Funding Date with respect to Borrower the initial amount of the Loan and Borrower agrees on the Subsequent Advance Date with respect to borrow from Lender the principal sum of NINE MILLION FIVE HUNDRED EIGHTY-ONE THOUSAND AND NO/100 DOLLARS Additional Amount ($9,581,000.00as defined below) and shall be payable at the Maturity Date, (“Loan”), said sum to iii) the Loan shall be evidenced by a Promissory Note Secured by Deed of Trust of even date herewith single Note, and (“Note”). The Note iv) notwithstanding anything to the contrary contained herein, the Lender shall not be required to fund the Additional Amount unless all conditions precedent set forth in Section 4 shall have been satisfied for such advance and all representations and warranties set forth in Section 3 shall be secured, in part, by that certain Construction Deed true and correct as of Trust with Absolute Assignment the date of Leases and Rents, Security Agreement and Fixture Filing dated June 27, 2012, executed by Borrower, as trustor, to American Securities Company of Nevada, a Nevada corporation, as trustee, for such advance (the benefit of Lender, as beneficiary"Subsequent Advance Date"), and recorded on July 10, 2012 as Instrument No. 201207100000082 in the official records ----------------------- Lender shall have received a certificate of Xxxxx County, Nevada (“Official Records”) as modified by that certain Modification Agreement (“Modification Agreement”) of even date herewith by and between Borrower and Lender, a memorandum (“Memorandum”) of which is being recorded concurrently herewith in the Official Records (as modified, and as hereafter amended, supplemented, replaced or modified, the “Deed of Trust”), encumbering certain real property and improvements as legally defined therein. The obligations an authorized officer of the Borrower under pursuant to Section 4.2(d) hereof to such effect. In connection with such subsequent drawing, the Loan will be guaranteed Lender shall deliver the original Note made by XXXXXXX XXXXXXXXXX, an individual (“Xxxxxxxxxx”), XXXXXX XXXX, an individual (“Xxxx”)the Borrower at the Funding Date to the Borrower for cancellation, and AMERICAN ADDICTION CENTERS, INC., a Nevada corporation (“AAC” and, together with Xxxxxxxxxx and Xxxx individually and collectively, “Guarantor”) pursuant to that certain Repayment Guaranty of even date herewith (“Guaranty”). Amounts disbursed to or on behalf of the Borrower pursuant shall promptly make an amended Note identical to the original Note in all respects except that the principal amount thereof shall be used increased to finance the Property and for reflect such other purposes and uses as may be permitted under this Agreement and the other Loan Documents, as described belowAdditional Amount.

Appears in 1 contract

Samples: Loan Agreement (Constellation 3d Inc)

Loan. By and subject (a) Subject to the terms and conditions set forth herein, the Purchasers will make loans (the "Loans") to the Company, in such amounts as the Company may request, commencing on July 15, 1994 and prior to the first to occur of this Agreement(i) December 31, Lender agrees 1994 (the "Expiration Date"), or (ii) conversion of the indebtedness outstanding under the Loans pursuant to Section 4 of the Convertible Promissory Notes (individually a "Note" and, collectively, the "Notes") evidencing the Loans, or (iii) the earlier termination of the financing arrangement described herein upon the occurrence of an Event of Default pursuant to Section 3 of the Notes. The aggregate principal amount of the Loans shall not exceed $2,500,000 (the "Maximum Loan Amount") and each advance made by the Purchasers to the Company hereunder upon the Company's request shall be in an amount not less than $250,000 in the aggregate (the "Minimum Advance Amount"). Upon each request by the Company for a Loan hereunder, each Purchaser shall lend to the Company its pro rata share of the amount of such advance, which shall be based upon each Purchaser's respective percentage set forth on Schedule 1 attached hereto. Set forth on Schedule 1 is the maximum amount that each Purchaser is obligated to lend to Borrower and Borrower agrees to borrow from Lender the principal sum of NINE MILLION FIVE HUNDRED EIGHTY-ONE THOUSAND AND NO/100 DOLLARS Company hereunder. ($9,581,000.00b) (“Loan”), said sum to Each Loan shall be evidenced by a Promissory Note Secured by Deed of Trust of even date herewith (“Note”)in the form attached hereto as Exhibit A. Interest on the Notes shall be payable at the time and at the rate provided in the Notes. The Note Company hereby irrevocably authorizes the Purchasers or their agent to make or cause to be made, on a schedule attached to each Note, at or following the time of making each advance under the Notes, an appropriate notation reflecting such transaction and the then aggregate unpaid principal balance of the Loan. Failure to make any such notation shall not, however, affect the obligation of the Company to repay the Loans. All payments of principal and interest shall be secured, in part, by that certain Construction Deed of Trust with Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing dated June 27, 2012, executed by Borrower, as trustor, to American Securities Company of Nevada, a Nevada corporation, as trustee, for the benefit of Lender, as beneficiary, and recorded on July 10, 2012 as Instrument No. 201207100000082 made in the official records of Xxxxx County, Nevada (“Official Records”) as modified by that certain Modification Agreement (“Modification Agreement”) of even date herewith by and between Borrower and Lender, a memorandum (“Memorandum”) of which is being recorded concurrently herewith manner provided in the Official Records Notes. (as modified, c) The making by the Purchasers of any and as hereafter amended, supplemented, replaced or modified, all Loans requested by the “Deed of Trust”), encumbering certain real property and improvements as legally defined therein. The obligations of the Borrower under the Loan will be guaranteed by XXXXXXX XXXXXXXXXX, an individual (“Xxxxxxxxxx”), XXXXXX XXXX, an individual (“Xxxx”), and AMERICAN ADDICTION CENTERS, INC., a Nevada corporation (“AAC” and, together with Xxxxxxxxxx and Xxxx individually and collectively, “Guarantor”) pursuant to that certain Repayment Guaranty of even date herewith (“Guaranty”). Amounts disbursed to or on behalf of Borrower pursuant to the Note shall be used to finance the Property and for such other purposes and uses as may be permitted Company under this Agreement and the Notes is subject to the following conditions precedent that, on the date on which each such Loan is made: (i) The amount of the Loan requested by the Company shall be needed to finance the Company's continuing business and operations (and for no other purpose) for a period not to exceed four (4) months following the date on which the advance is to made, and (ii) No event which constitutes, or which with notice or lapse of time or both would constitute, an Event of Default (as defined in the Notes) shall have occurred and be continuing. In no event shall the Company make any request to the Purchasers for a Loan Documentshereunder unless (i) the Company's cash balance as of the first day of the month in which the Company makes such a request is not more than $750,000 and (ii) both of the conditions precedent set forth above have been satisfied. If an Event of Default has occurred under the Notes, the Company shall give the Purchaser's Agent (as hereinafter defined) prompt written notice thereof, describing the nature of the default. (d) The Company shall repay each Loan in full by the date set forth in the Note corresponding to such Loan (the "Maturity Date") by delivery of shares of the Company's capital stock, as described belowset forth in the Notes. The Company may prepay, at any time and from time to time, without penalty or premium, in cash, the whole or any portion of the Loans. Any payment by the Company of principal of and/or interest on the Notes shall be made on a pro rata basis among the Purchasers, based upon the amount of each Purchaser's Loans as a percentage of the aggregate amount of the Loans. The Notes shall be convertible into shares of the Company's capital stock under the circumstances and upon the terms and conditions set forth in the Notes. (e) The proceeds of all Loans made by the Purchasers shall be sent, via wire transfer, to a general deposit account maintained by the Company or by check to the Company. The proceeds of the Loans shall be used by the Company solely for working capital purposes.

Appears in 1 contract

Samples: Loan and Stock Purchase Agreement (Scriptgen Pharmaceuticals Inc)

Loan. By (a) At the Initial Closing (as defined below), on the terms and subject to the terms of conditions set forth in this Agreement, the Lead Lender agrees to lend to Borrower and Borrower agrees to borrow from Lender the principal sum of NINE MILLION FIVE HUNDRED EIGHTY-ONE THOUSAND AND NO/100 DOLLARS $1,500,000.00 ($9,581,000.00) (the Initial Loan”), said sum to ) for working capital and other general corporate purposes as set forth on Schedule 2 hereto. The Initial Loan shall be evidenced by a Promissory subordinated promissory note in substantially the form attached hereto as Exhibit A (the “Initial Note”). (b) At the Second Closing (as defined below), on the terms and subject to the conditions set forth in this Agreement, the Lead Lender agrees to lend to Borrower the additional sum of $1,500,000.00 (the “Second Loan”) for working capital and other general corporate purposes as set forth on Schedule 2 hereto. The Second Loan shall be evidenced by a subordinated promissory note in substantially the form attached hereto as Exhibit B (the “Second Note”). (c) At the Third Closing (as defined below), on the terms and subject to the conditions set forth in this Agreement, each Rights Lender (as defined below) severally agrees to purchase a subordinated promissory note in substantially the form attached hereto as Exhibit C (each, a “Subsequent Note” and, collectively with the Initial Note Secured by Deed of Trust of even date herewith (and the Second Note, the “Notes” or a “Note”) in the principal amount set forth opposite the Rights Lender’s name on Schedule 1 hereto (the “Multiple Lender Loan,” and collectively with the Initial Loan and the Second Loan, the “Loans”). The Note aggregate principal amount of the Subsequent Notes sold at the Third Closing shall be secured, in part, by that certain Construction Deed of Trust with Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing dated June 27, 2012, executed by Borrower, as trustor, to American Securities Company of Nevada, a Nevada corporation, as trustee, for the benefit of Lender, as beneficiary, and recorded on July 10, 2012 as Instrument No. 201207100000082 in the official records of Xxxxx County, Nevada not exceed $3,000,000.00 (“Official Records”) as modified by that certain Modification Agreement (“Modification Agreement”) of even date herewith by and between Borrower and Lender, a memorandum (“Memorandum”) of which is being recorded concurrently herewith in the Official Records (as modified, and as hereafter amended, supplemented, replaced or modified, the “Deed of Trust”), encumbering certain real property and improvements as legally defined therein. The obligations of the Borrower under the Aggregate Subsequent Loan will be guaranteed by XXXXXXX XXXXXXXXXX, an individual (“Xxxxxxxxxx”), XXXXXX XXXX, an individual (“Xxxx”), and AMERICAN ADDICTION CENTERS, INC., a Nevada corporation (“AAC” and, together with Xxxxxxxxxx and Xxxx individually and collectively, “Guarantor”) pursuant to that certain Repayment Guaranty of even date herewith (“GuarantyAmount”). Amounts disbursed to or Principal and interest on behalf of Borrower pursuant to the Note Notes shall be used to finance due and payable in the Property manner and for such other purposes and uses as may be permitted under this Agreement and at the other Loan Documents, as described belowtimes set forth in the Notes.

Appears in 1 contract

Samples: Loan Agreement (Ronco Corp)

Loan. By Subject to the terms and conditions hereof, the Lender ---- agrees to make a term loan (the "Loan") to the Borrower in an initial principal ---- amount of US Fifteen Million Dollars ($15,000,000) on a senior secured basis. Notwithstanding anything contained herein to the contrary, the Lender shall have the right, at any time within twelve (12) months after the Closing Date, upon at least five (5) days prior written notice to the Borrower, to advance up to an additional US Five Million Dollars ($5,000,000) to the Borrower (the "Additional ---------- Amount"), upon the same terms, and subject to the terms same conditions, as the ------ initial amount of this Agreementthe Loan advanced on the Funding Date. If the Lender exercises its right to advance such Additional Amount to the Borrower hereunder, Lender agrees (i) the Borrower will accept such Additional Amount, and all references herein and in the Loan Documents to lend the "Loan" shall mean the aggregate amount of the Loan as advanced in each such drawing, (ii) the aggregate amount of the Loan shall bear a single interest rate, shall accrue commencing on the Funding Date with respect to Borrower the initial amount of the Loan and Borrower agrees on the Subsequent Advance Date with respect to borrow from Lender the principal sum of NINE MILLION FIVE HUNDRED EIGHTY-ONE THOUSAND AND NO/100 DOLLARS Additional Amount and shall be payable at the Maturity Date, ($9,581,000.00iii) (“Loan”), said sum to the Loan shall be evidenced by a Promissory Note Secured by Deed of Trust of even date herewith single Note, and (“Note”). The Note iv) notwithstanding anything to the contrary contained herein, the Lender shall not be required to fund the Additional Amount unless all conditions precedent set forth in Section 4 shall have been satisfied for such advance and all representations and warranties set forth in Section 3 shall be secured, in part, by that certain Construction Deed true and correct as of Trust with Absolute Assignment the date of Leases and Rents, Security Agreement and Fixture Filing dated June 27, 2012, executed by Borrower, as trustor, to American Securities Company of Nevada, a Nevada corporation, as trustee, for such advance (the benefit of Lender, as beneficiary"Subsequent Advance Date"), and recorded on July 10, 2012 as Instrument No. 201207100000082 in the official records Lender shall have received ----------------------- a certificate of Xxxxx County, Nevada (“Official Records”) as modified by that certain Modification Agreement (“Modification Agreement”) of even date herewith by and between Borrower and Lender, a memorandum (“Memorandum”) of which is being recorded concurrently herewith in the Official Records (as modified, and as hereafter amended, supplemented, replaced or modified, the “Deed of Trust”), encumbering certain real property and improvements as legally defined therein. The obligations an authorized officer of the Borrower under pursuant to Section 4.2(d) hereof to such effect. In connection with such subsequent drawing, the Loan will be guaranteed Lender shall deliver the original Note made by XXXXXXX XXXXXXXXXX, an individual (“Xxxxxxxxxx”), XXXXXX XXXX, an individual (“Xxxx”)the Borrower at the Funding Date to the Borrower for cancellation, and AMERICAN ADDICTION CENTERS, INC., a Nevada corporation (“AAC” and, together with Xxxxxxxxxx and Xxxx individually and collectively, “Guarantor”) pursuant to that certain Repayment Guaranty of even date herewith (“Guaranty”). Amounts disbursed to or on behalf of the Borrower pursuant shall promptly make an amended Note identical to the original Note in all respects except that the principal amount thereof shall be used increased to finance the Property and for reflect such other purposes and uses as may be permitted under this Agreement and the other Loan Documents, as described belowAdditional Amount.

Appears in 1 contract

Samples: Loan Agreement (Constellation 3d Inc)

Loan. By and subject Subject to the terms of and conditions contained herein and in the other documents, instruments and agreements executed in connection with the Loan, including but not limited to this Agreement, the Secured Promissory Note and the Security Agreement, the Subordination Agreement, any Warrant issued to Lender by Borrower in connection with the Loan, and all UCC Financing Statements (collectively the “Loan Documents”), Lender agrees to lend make advances (“Advances”) in an aggregate principal amount of $1,000,000 (the “Credit Limit”) from time to time to Borrower from the date hereof to and not including the Termination Date for the purpose of financing the development and manufacturing of the Products. Subject to the terms hereof, Borrower agrees shall have the right to borrow from obtain Advances up to the Credit Limit. Advances borrowed under this Agreement may be repaid but not reborrowed. The outstanding principal balance of the Loan, plus all accrued unpaid interest thereon, plus all Transaction Fees (defined below) and other Obligations (defined below) shall be due and payable on the earlier to occur of (i) September 30, 2008 or (ii) when the Loan is accelerated pursuant to Section 6.2 (the “Maturity Date”); provided, however, that in the event the term of this Agreement is renewed pursuant to Section 1.8, below, the Maturity Date shall be extended accordingly. “Obligations” means Borrower’s obligation to repay to Lender the principal sum of NINE MILLION FIVE HUNDRED EIGHTY-ONE THOUSAND AND NO/100 DOLLARS Loan and all Advances ($9,581,000.00) (“Loan”), said sum to be whether or not evidenced by a Promissory Note Secured by Deed of Trust of even date herewith (“Note”any note). The Note shall be secured, in part, by that certain Construction Deed of Trust with Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing dated June 27, 2012, executed by Borrower, as trustor, to American Securities Company of Nevada, a Nevada corporation, as trustee, for the benefit of Lender, as beneficiary, and recorded on July 10, 2012 as Instrument No. 201207100000082 in the official records of Xxxxx County, Nevada (“Official Records”) as modified by that certain Modification Agreement (“Modification Agreement”) of even date herewith by and between Borrower and Lender, a memorandum (“Memorandum”) of which is being recorded concurrently herewith in the Official Records (as modified, and as hereafter amended, supplemented, replaced or modified, the “Deed of Trust”), encumbering certain real property and improvements as legally defined therein. The obligations of the Borrower under the Loan will be guaranteed by XXXXXXX XXXXXXXXXX, an individual (“Xxxxxxxxxx”), XXXXXX XXXX, an individual (“Xxxx”), and AMERICAN ADDICTION CENTERS, INC., a Nevada corporation (“AAC” and, together with Xxxxxxxxxx all principal, interest, Transaction Fees, other fees, costs, professional fees and Xxxx individually expenses, or other liabilities or obligations for monetary amounts owed by Borrower to Lender however arising, including the indemnity and collectivelyinsurance obligations, “Guarantor”) pursuant to that certain Repayment Guaranty of even date herewith (“Guaranty”). Amounts disbursed to or on behalf of Borrower pursuant to the Note shall be used to finance the Property and for including such other purposes and uses amounts as may accrue or be permitted incurred before or after default or workout or the commencement of any liquidation, dissolution, bankruptcy, receivership or reorganization by or against Borrower, whether due or to become due, matured or unmatured, liquidated or unliquidated, contingent or non-contingent, and all covenants and duties of any kind or nature, present or future, in each case, arising under this Agreement, the Secured Promissory Note, the Security Agreement and or any of the other Loan Documents, as described belowthe same may from time to time be amended, modified, supplemented or restated, whether or not such obligations are partially or fully secured by the value of Collateral, and any future indebtedness incurred by Borrower to Lender.

Appears in 1 contract

Samples: Loan Agreement (Zvue Corp)

Loan. By and subject 2.1 Subject to the terms contained herein, each of the Lenders shall pay to the Company its portion of the Loan Amount as set forth across from such Xxxxxx’s name on Annex A (such Xxxxxx’s “Lender Loan Amount”). 2.2 Each Lender’s Lender Loan Amount shall be paid to the Company within seven (7) Business Days of such Lender entering into this AgreementAgreement (such payment date, Lender agrees to lend to Borrower and Borrower agrees to borrow from Lender the principal sum of NINE MILLION FIVE HUNDRED EIGHTY-ONE THOUSAND AND NO/100 DOLLARS ($9,581,000.00) (a LoanDisbursement Date”), said sum to be evidenced by paid to a Promissory Note Secured by Deed bank account of Trust the Company as set forth in Section 2.4 below. 2.3 Each Lender’s Loan Amount shall bear interest at a rate of even date herewith twelve percent (12%) per annum (compounded annually) (the NoteInterest”). The Note Interest shall be secureddue and payable upon repayment in accordance with Section 5 below, or upon the conversion of the Loan Amount in partaccordance with Section 6 below; Notwithstanding the foregoing, by that certain Construction Deed any Lender extending an amount which reflects an increase of Trust with Absolute Assignment thirty percent (30%) or more over its Required Pro Rata Portion based on a loan amount of Leases and Rents, Security Agreement and Fixture Filing dated June 27, 2012, executed by Borrower, as trustor, to American Securities Company of Nevada, a Nevada corporation, as trustee, for the benefit of US $15,000,000 (each such Lender, as beneficiary, and recorded on July 10, 2012 as Instrument No. 201207100000082 in the official records of Xxxxx County, Nevada (an Official Records”) as modified by that certain Modification Agreement (“Modification Agreement”) of even date herewith by and between Borrower and Overallotment Lender, a memorandum (“Memorandum”) of which is being recorded concurrently herewith in the Official Records (as modified, and as hereafter amended, supplemented, replaced or modified, the “Deed of Trust”), encumbering certain real property and improvements as legally defined therein. The obligations then such Overallotment Lender’s Lender Loan Amount shall bear simple non-compounding interest of twenty-four percent (24%) (the “Overallotment Interest”) from the relevant Disbursement Date until the earlier of the Borrower under expiration of the Bonus Period or the repayment or conversion of such Overallotment Lender’s Lender Loan will Amount. Following the Bonus Period, such (including the Overallotment Interest) shall continue to bear Interest at the rate as set forth in the first sentence above. 2.4 The payment by the Lenders of their Lender’s Loan Amount shall be guaranteed by XXXXXXX XXXXXXXXXXmade in United States dollars (herein, an individual (XxxxxxxxxxUS$”), XXXXXX XXXXby wire transfer to the Company’s bank account as follows: Bank: Mizrahi Tefahot Branch: Atidim Xx. 000, 00x Xx’Xxxxxx Xx., Xxx Xxxx Account No.: 145862 IBAN: XX00-0000-0000-0000-0000-000 SWIFT: XXXXXXXX Beneficiary: Gauzy Ltd. 2.5 Exhibit A may be amended to add additional Lenders who have executed a joinder in the form attached as Exhibit B (a “Joinder”). Any such additional Lender executing a Joinder (each an individual (XxxxAdditional Lender”), and AMERICAN ADDICTION CENTERS, INC., a Nevada corporation (“AAC” and, together with Xxxxxxxxxx and Xxxx individually and collectively, “Guarantor”) pursuant to that certain Repayment Guaranty of even date herewith (“Guaranty”). Amounts disbursed to or on behalf of Borrower pursuant to the Note shall be used to finance the Property and considered as a “Lender” hereunder for such other purposes and uses as may be permitted under this Agreement and the other Loan Documents, as described belowall purposes.

Appears in 1 contract

Samples: Convertible Loan Agreement (Gauzy Ltd.)

Loan. By and subject Subject to the terms and conditions of this Agreement, Lender and subject to there being no Event of Default (or event which might, with the giving of notice or the passage of time, mature into an Event of Default) by the Borrower hereunder, the Bank agrees to lend to the Borrower and Borrower agrees to borrow from Lender the a principal sum of NINE MILLION FIVE HUNDRED EIGHTY-ONE THOUSAND AND NO/100 DOLLARS up to Eighteen Million Dollars ($9,581,000.0018,000,000) (the "Maximum Loan Amount") hereunder (the "Loan"), said sum to . The Loan shall be evidenced by a Promissory Note Secured given by Deed the Borrower to the Bank in substantially the form of Trust of even date herewith EXHIBIT J attached hereto (the "Note"). The Note Loan shall mature and be payable in full on August 15, 1999 (the "Maturity Date"), unless accelerated as described herein, and subject to required principal and interest payments as provided herein. Seventeen Million One Hundred Forty-Four Thousand Four Hundred Ninety Dollars ($17,144,490) of the proceeds of the Loan (the "Initial Disbursement") shall be secureddisbursed to the Borrower on August 15, in part, by that certain Construction Deed 1997 (the "Disbursement Date"). The Borrower may thereafter obtain additional disbursements of Trust with Absolute Assignment proceeds of Leases and Rents, Security Agreement and Fixture Filing dated June 27, 2012, executed by Borrower, as trustor, to American Securities Company of Nevada, a Nevada corporation, as trustee, for the benefit of Lender, as beneficiary, and recorded on July 10, 2012 as Instrument No. 201207100000082 in the official records of Xxxxx County, Nevada Loan (“Official Records”) as modified by that certain Modification Agreement (“Modification Agreement”) of even date herewith by and between Borrower and Lender, a memorandum (“Memorandum”) of which is being recorded concurrently herewith in the Official Records (as modified, and as hereafter amended, supplemented, replaced or modified, the “Deed of Trust”"Additional Disbursements"), encumbering certain real property and improvements as legally defined therein. The obligations provided that (i) each Additional Disbursement shall be in a minimum amount of the Borrower under the Loan will be guaranteed by XXXXXXX XXXXXXXXXX, an individual Twenty-Five Thousand Dollars (“Xxxxxxxxxx”$25,000), XXXXXX XXXX, an individual (“Xxxx”), and AMERICAN ADDICTION CENTERS, INC., a Nevada corporation (“AAC” and, together with Xxxxxxxxxx and Xxxx individually and collectively, “Guarantor”ii) pursuant to that certain Repayment Guaranty of even date herewith (“Guaranty”). Amounts disbursed to or on behalf of Borrower pursuant to the Note each Additional Disbursement shall be used to finance only for the Property and for such other purposes and uses as purpose of paying expenses associated with the Stock Purchase, (iii) the Borrower may obtain no more than three (3) Additional Disbursements, (iv) no Additional Disbursements may be permitted under this Agreement requested or obtained after October 15, 1997, (v) in no event shall the Bank be required to make any disbursement of proceeds of the Loan which would cause the total amount of disbursements of Loan proceeds, including the Initial Disbursement and Additional Disbursements, to exceed the other Maximum Loan DocumentsAmount, as described belowand (vi) the Bank shall not be required to make any Additional Disbursement if an Event of Default (or event which might, with the giving of notice or the passage of time, mature into an Event of Default) exists before or after giving effect to such Additional Disbursement or if the representations and warranties set forth in SECTION 1 hereof are not true and correct both before and after giving effect to such Additional Disbursement. The Borrower shall notify the Bank by 12:00 noon on any business day on which it Frisch's Restaurants, Inc. August 15, 1997 Page 3 desires to obtain an Additional Disbursement. Such notice shall be in writing, shall specify the amount of the Additional Disbursement requested, shall specify the interest rate elected in accordance with SECTION 4(B) hereof, and shall be accompanied by evidence satisfactory to the Bank of the expenses to be paid with the proceeds of such Additional Disbursement. Each request for an Additional Disbursement shall be deemed a certification by the Borrower that no Event of Default (or event which might, with the giving of notice or the passage of time, mature into an Event of Default) exists before or after giving effect to such Additional Disbursement and that the representations and warranties set forth in SECTION 1 hereof are true and correct both before and after giving effect to such Additional Disbursement (and upon request by the Bank, the Borrower shall provide the Bank with a written certification thereof).

Appears in 1 contract

Samples: Loan Agreement (Frischs Restaurants Inc)

Loan. By and subject 1.1 Subject to the terms and conditions of this AgreementAgreement and in reliance on the representations and warranties of Borrower set forth herein, Lender agrees to lend provide Borrower with a credit line of up to Borrower $1,000,000 (the "CREDIT LINE") to be secured by all of Borrower's assets pursuant to the Security Agreement between Lender and Borrower agrees to borrow from Lender the principal sum of NINE MILLION FIVE HUNDRED EIGHTY-ONE THOUSAND AND NO/100 DOLLARS ($9,581,000.00) (“Loan”), said sum to be evidenced by a Promissory Note Secured by Deed of Trust of even date herewith (“Note”the "SECURITY AGREEMENT"). 1.2 Advances under the Credit Line may be advanced to Borrower in a single funding or in separate fundings (each such event, a "FUNDING EVENT," and each date thereof, a "FUNDING DATE"). The Note Borrower shall provide Lender at least ten (10) business days prior notice of each requested Funding Event. Each Funding Event shall be securedevidenced by a promissory note of Borrower in favor of Lender substantially in the form of EXHIBIT A to this Agreement (each a "NOTE" and together the "NOTES"). 1.3 Subject to the terms and conditions of this Agreement, in parton or before May 31, 1999, Borrower may re-borrow amounts repaid under the Credit Line. Any amounts re-borrowed under the Credit Line shall be evidenced by that certain Construction Deed of Trust with Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing dated June 27, 2012, executed by Borrower, as trustor, to American Securities Company of Nevada, a Nevada corporation, as trustee, for the benefit of Lender, as beneficiaryNote, and recorded on July 10shall be subject to the terms and conditions of this Agreement, 2012 as Instrument No. 201207100000082 including the repayment terms set forth in the official records of Xxxxx CountyNote and in Section 3 below. No loans shall be made to Borrower after May 31, Nevada (“Official Records”) as modified by that certain Modification Agreement (“Modification Agreement”) of even date herewith by and between Borrower and Lender, a memorandum (“Memorandum”) of which is being recorded concurrently herewith in the Official Records (as modified1999, and any notes outstanding as hereafter amended, supplemented, replaced of such date shall be repaid by Borrower in accordance with their respective terms. 1.4 Amounts borrowed or modified, the “Deed of Trust”), encumbering certain real property and improvements as legally defined therein. The obligations of the Borrower re-borrowed under the Loan will be guaranteed by XXXXXXX XXXXXXXXXX, an individual (“Xxxxxxxxxx”), XXXXXX XXXX, an individual (“Xxxx”), and AMERICAN ADDICTION CENTERS, INC., a Nevada corporation (“AAC” and, together with Xxxxxxxxxx and Xxxx individually and collectively, “Guarantor”) pursuant to that certain Repayment Guaranty of even date herewith (“Guaranty”). Amounts disbursed to or on behalf of Borrower pursuant to the Note Credit Line shall be used solely and exclusively to finance fund the Property and for such other purposes and uses Borrower's ongoing operating expenses as may be permitted under this Agreement and approved by the other Loan Documents, as described belowBorrower's Board of Directors.

Appears in 1 contract

Samples: Master Agreement (Sonoma Systems)

Loan. By and subject Subject to the terms and conditions of this Agreement, the Lender agrees to lend make loans to the Borrower from time to time from the date hereof through the Maturity Date (as that term is defined in Section 7) in an aggregate amount not to exceed Five Hundred Thousand Dollars ($500,000.00) (the "Commitment"). From the date hereof until the Conversion Date (such period is referred to herein as the "Revolver Period"), Lender agrees to make loans to the Borrower (the "Loan(s)") at such times and in such amounts not to exceed the Commitment, as Borrower may request. During the Revolver Period, Borrower may borrow, repay and reborrow hereunder, provided that each borrowing shall be in an amount of not less than the lesser of $10,000.00 or the remaining unused amount of the Commitment. Effective as of the Conversion Date (as that term is defined in Section 7), any Loans outstanding hereunder shall convert into a term loan and Lender shall have no further obligations to make any additional Loans to Borrower nor shall Borrower be entitled to reborrow any amounts repaid hereunder. All Loans hereunder shall be due and Borrower agrees to borrow from Lender payable on the principal sum of NINE MILLION FIVE HUNDRED EIGHTY-ONE THOUSAND AND NO/100 DOLLARS Maturity Date ($9,581,000.00) (“Loan”), said sum to be evidenced by a Promissory Note Secured by Deed of Trust of even date herewith (“Note”as the term is defined in Section 7). The Note shall be secured, in part, by that certain Construction Deed of Trust with Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing dated June 27, 2012, executed by Borrower, as trustor, Notwithstanding anything contained herein to American Securities Company of Nevada, a Nevada corporation, as trustee, for the benefit of Lender, as beneficiary, and recorded on July 10, 2012 as Instrument No. 201207100000082 in the official records of Xxxxx County, Nevada (“Official Records”) as modified by that certain Modification Agreement (“Modification Agreement”) of even date herewith by and between Borrower and Lender, a memorandum (“Memorandum”) of which is being recorded concurrently herewith in the Official Records (as modified, and as hereafter amended, supplemented, replaced or modifiedcontrary, the “Deed Lender shall not be required to make a Loan if, (a) after giving effect thereto, the aggregate outstanding 2 principal amount of Trust”)all Loans hereunder would exceed the Commitment, encumbering certain real property and improvements as legally defined therein. The obligations of the Borrower under the Loan will be guaranteed by XXXXXXX XXXXXXXXXX, an individual or (“Xxxxxxxxxx”), XXXXXX XXXX, an individual (“Xxxx”), and AMERICAN ADDICTION CENTERS, INCb) Lender does not have sufficient funds in its possession to make such Loan., a Nevada corporation (“AAC” and, together with Xxxxxxxxxx and Xxxx individually and collectively, “Guarantor”) pursuant to that certain Repayment Guaranty of even date herewith (“Guaranty”). Amounts disbursed to or on behalf of Borrower pursuant to the Note shall be used to finance the Property and for such other purposes and uses as may be permitted under this Agreement and the other Loan Documents, as described below.

Appears in 1 contract

Samples: Loan Agreement (Ilex Oncology Inc)

Loan. (a) Subject to the terms and conditions set forth in this Loan Agreement and the other agreements, instruments, and documents executed and delivered in connection herewith (collectively the ALoan Documents@), each of the Banks severally agrees to make a revolving loan (the ARevolving Loans@) to Borrowers for the purposes set forth below, in an amount not to exceed in the aggregate at any one time outstanding, the amount of each Banks= Percentage Share (as defined below) of the sums set forth below. Each Banks= Percentage Share of the Revolving Loans shall be evidenced by and under the terms set forth in separate notes in the form of the Revolving Promissory Note attached as Exhibit A and in an amount equal to such Banks= Percentage Share of $100,000,000.00 (collectively the ARevolving Notes@). Tandem Energy Corporation, et al March 14, 2008 (b) Subject to the terms and conditions hereof, Borrowers may borrow, repay, and reborrow on a revolving basis from time to time during the period commencing on the date hereof and continuing through 11:00 a.m. (Houston, Texas time) on March 14, 2012 (the ATermination Date@), such amounts as Borrowers may request under the Revolving Loans; provided, however, the total principal amount outstanding at any time shall not exceed the lesser of (i) the aggregate sums permitted under the Borrowing Base (as defined below), which is initially set at $35,000,000.00, provided, however, that the principal amount outstanding on the Revolving Loan may not exceed $10,000,000.00 until Agent has satisfactorily completed the additional due diligence contemplated by Subsection (b) of Section 5 below, or (ii) $100,000,000.00. All sums advanced under the Revolving Loans, together with all accrued but unpaid interest thereon, shall be due and payable in full on the Termination Date. (c) Banks shall share ratably in the principal advanced to Borrowers on the Revolving Notes and the payments of principal and interest received from Borrowers on the Revolving Notes, according to the percentages shown in Schedule 1 attached (the APercentage Share@). (d) All amounts owed on the Revolving Notes shall bear interest from the date advanced until paid or until default or maturity at the rates per annum elected by Borrowers from the following options under the terms of the Revolving Notes: (i) the Prime Rate, or (ii) the sum of the LIBOR Rate plus the LIBOR Spread. The LIBOR Spread will vary based on the Borrowing Base Utilization (as defined below) as in effect from time to time, with each change in the applicable rate resulting from a change in the Borrowing Base Utilization to take effect on the day such change in the Borrowing Base Utilization occurs. ABorrowing Base Utilization@ is defined as an amount expressed as a percentage, equal to the quotient of (i) the sum of (A) the aggregate principal amount of the Revolving Loans outstanding, plus (B) the aggregate undrawn amount of all outstanding Letters of Credit, divided by (ii) the Borrowing Base. Based on the Borrowing Base Utilization, the LIBOR Spread will vary as set forth below: Borrowing Base Utilization LIBOR Spread Greater than 90% 2.25% Less than or equal to 90%, but greater than 66% 2.00% Less than or equal to 66%, but greater than 33% 1.75% Less than or equal to 33% 1.50% The APrime Rate@ shall be equal to the BOKF National Prime Rate, which is defined as the rate of interest set by BOK Financial Corporation, in its sole discretion, on a daily basis, as published by BOK Financial Corporation from time to time; and the ALIBOR Rate@ means the rate of interest per annum at which deposits in U.S. dollars are offered by the major London clearing banks, as quoted by the British Banker=s Association and reported by Bloomberg Professional Service on page BBAM (or such other similar news reporting service as Agent may subscribe to at the time such LIBOR Rate is determined), in the London interbank offered rate market for a period of time equal or comparable to a one, two, or three month interest period, as elected by Borrowers, and in an amount equal to or comparable to the principal amount of the LIBOR Balance (as defined in the Revolving Note) to which such interest period relates; provided, however, that only four (4) interest period options shall be in effect at any one time and the selection of the LIBOR Rate for a particular interest period shall be for no less than $1,000,000.00 of unpaid principal and in even multiples of $100,000.00 in principal. Tandem Energy Corporation, et al March 14, 2008 Page 3 of 26 (e) Advances on the Revolving Loans may be used only for the following purposes: (i) to refinance indebtedness owed by Tandem Energy Corporation (ATEC@) to Guaranty Bank, (ii) to fund capital expenditures, including, without limitation, the acquisition and development of oil and gas properties, (iii) the issuance of Letters of Credit (as defined below), and (iv) working capital and general corporate purposes. (f) Borrowers shall give Agent (which shall promptly notify the Banks) written notice (effective upon receipt) of any advance on the Revolving Loans not later than 10:00 a.m. (Houston, Texas time) at least one Business Day (as defined in the Revolving Notes) before the date of the advance, specifying (1) the date of proposed advance, and (2) the aggregate amount of the proposed advance on the Revolving Loans. By 12:00 noon (Houston, Texas time) on the date of Borrowers= notice, Agent shall promptly notify each of the Banks of Borrowers= request for an advance on the Revolving Loans. Not later than 12:00 noon (Houston, Texas time), on the date of the requested advance, each of the Banks will make available to Agent at Agent=s office in Houston, Texas, in immediately available funds, that Bank=s Percentage Share of advance on the Revolving Loans. After Agent=s receipt of these funds, not later than 2:00 p.m. (Houston, Texas time), on the date of the advance and subject to the conditions precedent set forth in this Loan Agreement, Agent will make the advance available to Borrowers in immediately available funds by crediting the amount thereof to Borrowers= account with Agent. Agent will not disburse any advance until Agent has received each Banks= Percentage Share of the advance; provided, however, that unless Agent receives notice from a Bank prior to the date on which Banks are to provide funds to Agent for an advance that a Bank will not make available to Agent the funds, Agent may assume that Banks have made the funds available to Agent on the date of the advance, and Agent in its sole discretion, may, but shall not be obligated to, in reliance upon such assumption, make available to Borrowers on the date a corresponding amount. If and to the extent Banks have not made such funds available to Agent, Banks agree to repay to Agent, immediately on demand, the corresponding amount together with interest thereon, for each day from the date the amount is made available to Borrowers until the date the amount is repaid to Agent, at the customary rate set by Agent for the correction of errors among banks for three Business Days and thereafter at the Contract Rate set forth in the Revolving Notes. When Banks shall repay to Agent the corresponding amount, such amount so repaid shall constitute Banks= loan for purposes of this Loan Agreement. All notices given by Borrowers under this Section shall be irrevocable. (g) All payments of principal of, and interest on, any Notes shall be made by Borrowers to Agent before 12:00 noon (Houston, Texas time), in immediately available funds, at Agent=s principal banking office in Houston, Texas. On the Business Day of receipt by Agent, if Agent=s receipt occurs before 12:00 noon (Houston, Texas time), Agent will promptly thereafter cause to be distributed, on the same Business Day, (1) each Banks= Percentage Share of the payments of principal and interest in like funds to each Bank for its account, and (2) other fees payable to any Banks to be applied in accordance with the terms of this Loan Agreement. All payments received by Agent after 12:00 noon (Houston, Texas time) will be distributed promptly by Agent, and in no event later than 2:00 p.m. (Houston, Texas time) on the next succeeding Business Day. If and to the extent Agent has not timely distributed the payment to Banks, Agent agrees to repay to Banks, immediately on demand, the corresponding amount together with interest thereon, for each day from the date the amount is paid by Borrowers until the date the amount is repaid to Banks, at the customary rate set by Agent for the correction of errors among banks for three Business Days and thereafter at the Contract Rate set forth in the Revolving Notes. Borrowers authorize each Bank, if and to the extent payment is not made when due under this Loan Agreement or under any Notes, to charge from time to time against any account of Borrowers with such Bank any amount as due. (h) All payments made on the Revolving Notes shall be credited, to the extent of the amount thereof, in the following manner: (i) first to fees, costs, and expenses which Borrowers have agreed to pay under the Loan Documents; (ii) second, against the amount of interest accrued that is due and unpaid on the Revolving Notes as of the date of such payment; (iii) third, against all principal (if any) due and owing on the Revolving Notes as of the date of such payment; (iv) fourth, as a prepayment of the Revolving Notes; and (v) fifth, as a prepayment of any remaining obligations; provided, however, that if an Event of Default has occurred and is continuing at the time of such payment, then, except for payments that cure the Event of Default which shall be applied to so cure, to the extent the payment does not cure the default, each of the Banks shall be entitled to apply the payment to Loans in the manner it shall deem appropriate. Tandem Energy Corporation, et al March 14, 2008 (i) At the request of Borrowers, Banks shall from time to time issue one or more letters of credit for the account of Borrowers or affiliates (the ALetters of Credit@); provided, however, that Banks shall not be obligated to issue a Letter of Credit if the aggregate face amount of all outstanding Letters of Credit will exceed $5,000,000.00. Borrowers= availability on the Revolving Loans will be reduced by the face amount of all unexpired Letters of Credit. Any fundings under any Letters of Credit will be treated as an advance on the Revolving Loans and will be secured by the Security Documents (as defined below). All Letters of Credit shall be for a term of up to one year (or longer if necessary for regulatory requirements) but shall expire not later than five days prior to the Termination Date, unless adequately secured by cash collateral held by Banks. Borrowers will sign and deliver Banks= customary forms for the issuance of Letters of Credit. Borrowers agree to pay to Agent for the benefit of Banks a Letter of Credit fee equal to the Letter of Credit Fee Rate per annum set forth below, calculated on the aggregated stated amount of each Letter of Credit for the stated duration thereof (computed on the basis of actual days elapsed as if each year consisted of 360 days). The Letter of Credit Fee Rate will vary as set forth below based on the Borrowing Base Utilization: Borrowing Base Utilization Letter of Credit Fee Rate Greater than 90% 2.25% Less than or equal to 90%, but greater than 66% 2.00% Less than or equal to 66%, but greater than 33% 1.75% Less than or equal to 33% 1.50% Any renewal or extension of a Letter of Credit will be treated as a new issuance for the purpose of the Letter of Credit fees. These fees are payable quarterly in arrears within fifteen (15) days of the last day of each calendar quarter. (ii) Each of the Banks issuing any Letter of Credit irrevocably grants to the other Banks and, Banks irrevocably accept and purchase from Banks, on the terms and conditions stated below, for each Bank=s own account and risk, an undivided interest equal to each Bank=s Percentage Share of Banks=s obligations and rights under each Letter of Credit issued hereunder and the amount of each draft paid by Banks thereunder. In the event that Borrowers fail to pay Banks on demand the amount of any draft or other request for payment drawn under a Letter of Credit as required by the letter of credit application, the draft or payment shall be treated as an advance on the Revolving Loans and each of the Banks shall pay to the issuing Bank at its lending office, in immediately available funds, the other Banks= Percentage Share of the amount of such draft or other request for payment from Borrowers. Banks= obligation to reimburse the issuing Bank pursuant to the terms of this Agreementsubsection is irrevocable and unconditional; provided, Lender agrees however, that Banks shall not be obligated to lend reimburse the issuing Bank for any wrongful payment or disbursement made under any Letter of Credit as a result of acts or omissions constituting gross negligence or willful misconduct on the part of the issuing Bank. (j) At the request of Borrowers and in the sole discretion of Banks, Banks may from time to Borrower time issue one or more auction letters or letters of guarantee in connection with auctions or other purchases of oil and Borrower agrees gas properties by Borrowers. Each auction letter and letter of guarantee will have an expiration date not longer than five (5) days from the date of the letter. Notwithstanding any provision to borrow from Lender the principal sum contrary, Borrowers= availability on the Revolving Loans will be reduced by the aggregate maximum amount stated in all unexpired auction letters and letters of NINE MILLION FIVE HUNDRED EIGHTY-ONE THOUSAND AND NO/100 DOLLARS guarantee until Banks are satisfied that ($9,581,000.00i) Borrowers were unsuccessful in the auction or purchase, or (“Loan”), said sum ii) Borrowers consummate the purchase of the oil and gas properties. Any fundings pursuant to an auction letter or letter of guarantee will be evidenced treated as an advance on the Revolving Loans and will be secured by a Promissory Note Secured by Deed of Trust of even date herewith the Security Documents. (“Note”). The Note shall be secured, in part, by that certain Construction Deed of Trust with Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing dated June 27, 2012, executed by Borrower, as trustor, k) Borrowers agree to American Securities Company of Nevada, a Nevada corporation, as trustee, pay to Agent for the benefit of LenderBanks the following fees that are non-refundable and earned by Banks upon execution of this Loan Agreement (unless otherwise provided): (i) Upon execution of this Loan Agreement, Borrowers agree to pay Agent for the benefit of Banks the fees set forth in any separate fee letters. (ii) Upon any increase in the Borrowing Base, Borrowers agree to pay Agent for the benefit of Banks an Increase Fee equal to one-quarter of one percent (0.25%) of the increase in the Borrowing Base. Tandem Energy Corporation, et al March 14, 2008 (iii) Borrowers agree to pay to Agent for the benefit of Banks a Commitment Fee on the Revolving Loans equal to Commitment Fee Rate set forth below per annum (computed on the basis of actual days elapsed and as beneficiaryif each calendar year consisted of 360 days) of the average for the period of calculation of an amount determined daily equal to the difference between the Borrowing Base and the sum of (i) the aggregate outstanding principal balance on the Revolving Loans at such time, plus (ii) the aggregate undrawn amount on all outstanding Letters of Credit. The Commitment Fee Rate will vary as set forth below based on the Borrowing Base Utilization: Borrowing Base Utilization Facility Fee Rate Greater than 90% 0.250% Less than or equal to 90%, but greater than 66% 0.375% Less than or equal to 66%, but greater than 33% 0.375% Less than or equal to 33% 0.500% This Commitment Fee is payable quarterly within fifteen (15) days of the end of each calendar quarter. This Commitment Fee shall be shared by Banks ratably based on their respective Percentage Share. (iv) Upon each request by Borrowers for a Special Redetermination (as defined below) of the Borrowing Base, Borrowers will pay to Agent for the benefit of Banks an Engineering Fee in the amount of $7,500.00. (l) The Revolving Loans, all other loans now or hereafter made by any of the Banks to Borrowers, or either of them, and recorded on July 10any renewals or extensions of or substitutions for those loans, 2012 will be referred to collectively as Instrument No. 201207100000082 in the official records ALoans.@ The Revolving Notes, all other promissory notes now or hereafter payable by Borrowers, or either of Xxxxx Countythem, Nevada (“Official Records”) as modified by that certain Modification Agreement (“Modification Agreement”) to any of even date herewith by and between Borrower and Lender, a memorandum (“Memorandum”) of which is being recorded concurrently herewith in the Official Records (as modifiedBanks, and as hereafter amendedany renewals or extensions of or substitutions for those notes, supplemented, replaced or modified, the “Deed of Trust”), encumbering certain real property and improvements as legally defined therein. The obligations of the Borrower under the Loan will be guaranteed by XXXXXXX XXXXXXXXXX, an individual (“Xxxxxxxxxx”), XXXXXX XXXX, an individual (“Xxxx”), and AMERICAN ADDICTION CENTERS, INC., a Nevada corporation (“AAC” and, together with Xxxxxxxxxx and Xxxx individually and collectively, “Guarantor”) pursuant referred to that certain Repayment Guaranty of even date herewith (“Guaranty”). Amounts disbursed to or on behalf of Borrower pursuant to collectively as the Note shall be used to finance the Property and for such other purposes and uses as may be permitted under this Agreement and the other Loan Documents, as described below.ANotes.@

Appears in 1 contract

Samples: Loan Agreement (Platinum Energy Resources Inc)

Loan. By Upon the terms and provisions and subject to the terms of conditions contained in this Agreement, on the date hereof, each Lender agrees is willing to lend to Borrower and Borrower agrees to borrow from Lender extend in one (1) advance term loans (collectively, the principal sum of NINE MILLION FIVE HUNDRED EIGHTY-ONE THOUSAND AND NO/100 DOLLARS ($9,581,000.00) (“Loan”)) to the Borrower in an aggregate principal amount equal to each Term Loan Commitment, said sum which aggregate amount equals the Aggregate Term Loan Commitment. On the Closing Date, each Lender shall provide to be evidenced by a Promissory Note Secured by Deed the Borrower 50% of Trust of even date herewith (“Note”)its respective Term Loan Commitment. The Note remaining 50% of such Term Loan Commitment shall be secured, in part, by that certain Construction Deed of Trust with Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing dated June 27, 2012, executed by Borrower, as trustor, to American Securities Company of Nevada, a Nevada corporation, as trustee, for the benefit of Lender, as beneficiary, and recorded on July 10, 2012 as Instrument No. 201207100000082 deposited into an account in the official records of Xxxxx County, Nevada (“Official Records”) as modified by that certain Modification Agreement (“Modification Agreement”) of even date herewith by and between Borrower and Lender, a memorandum (“Memorandum”) of which is being recorded concurrently herewith in the Official Records (as modified, and as hereafter amended, supplemented, replaced or modified, the “Deed of Trust”), encumbering certain real property and improvements as legally defined therein. The obligations name of the Borrower under which shall require the Loan will authorization of the Agent for any release of funds (the “Borrower’s Account”) and shall be guaranteed by XXXXXXX XXXXXXXXXXreleased to the Borrower or the Lenders, an individual as applicable, upon the satisfaction of such conditions and in such amounts as described in this Section 2.1. The Agent and the Borrower agree that upon satisfaction of the conditions in Section 2.1(a) and (“Xxxxxxxxxx”b), XXXXXX XXXXthey shall take all necessary action, an individual including, without limitation, delivering signed authorizations or instructions, to release the applicable amount in the Borrower’s Account to the Borrower. (“Xxxx”)a) On the date of this Amendment, and AMERICAN ADDICTION CENTERSfour hundred fifty thousand dollars ($450,000.00) shall be released from the Borrower’s Account to the Borrower. (b) If on or before October 20, INC.2008, the Agent has received a Nevada corporation (“AAC” and, letter from the Borrower or Guarantor transmitting a communication that qualifies as a Viable Offer together with Xxxxxxxxxx a notarized copy of such Viable Offer and Xxxx individually and collectivelya confirmation that the Viable Offer Deposit is duly deposited, “Guarantor”) pursuant to that certain Repayment Guaranty of even date herewith (“Guaranty”). Amounts disbursed to or on behalf of Borrower pursuant then the remaining balance in the Borrower’s Account shall be released to the Note Borrower. If the condition in the preceding sentence is not satisfied by October 20, 2008, Agent and Borrower shall be used promptly take all necessary action, including delivering signed authorizations or instructions, to finance return the Property and for such other purposes and uses as may be permitted under this Agreement and remaining balance in the other Loan DocumentsBorrower’s Account to the Lenders without payment of the Prepayment Fee, as described belowwhich is waived.

Appears in 1 contract

Samples: Loan and Security Agreement (HydroGen CORP)

Loan. By and subject (a) Subject to the terms of and conditions set forth in this AgreementLoan Agreement and the other agreements, instruments, and documents executed and delivered in connection herewith (collectively the "Loan Documents"), Lender agrees to lend make a revolving loan in the maximum amount of $6,000,000.00 to Borrower (the "Revolving Loan") on the terms set forth in the Revolving Promissory Note attached as Exhibit A (the "Revolving Note"), for the purposes set forth below. The unpaid principal balance of the Revolving Note shall bear interest from the date advanced until paid or until default or maturity at the rates set forth in the Revolving Note; provided, however, that the interest rate on the Revolving Note shall never fall below a floor rate of five and one-half percent (5.5%) per annum. Subject to the terms and conditions hereof, Borrower may borrow, repay, and reborrow on a revolving basis from time to time during the period commencing on the date hereof and continuing through 11:00 a.m. (Fort Worth, Texas time) on April 30, 2012 (the "Termination Date"), such amounts as Borrower may request under the Revolving Loan; provided, however, the total principal amount outstanding at any time shall not exceed the lesser of (i) the aggregate sums permitted under the Borrowing Base (as defined below), which is initially set at $3,000,000, subject to the MCR (as defined below), or (ii) $6,000,000.00. All sums advanced under the Revolving Loan, together with all accrued but unpaid interest thereon, shall be due and payable in full on the Termination Date. GATEWAY ENERGY CORPORATION DECEMBER 7, 2009 Page 2 of 29 (b) Advances on the Revolving Loan may be used only for the following purposes: (i) refinancing or replacing indebtedness, or a commitment to furnish credit, owing by Borrower to Western National Bank ("WNB"); (ii) the acquisition and development of midstream oil and gas assets; (iii) general corporate and working capital purposes; and (iv) issuance of Letters of Credit (as defined below). (c) At the request of Borrower, Lender may from time to time issue one or more letters of credit for the account of Borrower or any affiliates (the "Letters of Credit"). Borrower's availability on the Revolving Loan will be reduced by the face amount of all unexpired Letters of Credit. Any fundings under any Letters of Credit will be treated as an advance on the Revolving Loan and will be secured by the Security Documents (as defined below). Unless Lender elects otherwise, Lender shall not be obligated to issue a Letter of Credit if the aggregate face amount of all outstanding Letters of Credit exceeds $1,000,000. All Letters of Credit shall be for a term of up to one year (or longer if necessary for regulatory requirements) but shall expire not later than five days prior to the Termination Date, unless adequately secured by cash collateral held by Lender. Borrower will sign and deliver Lender's customary forms for the issuance of Letters of Credit. Borrower agrees to borrow from pay to Lender a Letter of Credit fee due upon issuance and equal to the greater of (i) $150.00, or (ii) one and one-half percent (1.5%) per annum, calculated on the aggregated stated amount of each Letter of Credit for the stated duration thereof (computed on the basis of actual days elapsed as if each year consisted of 360 days). Any renewal or extension of a Letter of Credit will be treated as a new issuance for the purpose of the Letter of Credit fees. (d) Borrower agrees to pay to Lender the following fees that are non-refundable and earned by Lender upon execution of this Loan Agreement unless otherwise stated: (i) Upon execution of this Loan Agreement, Borrower agrees to pay Lender an Origination Fee in the amount of $25,000; $5,000 of which has been previously paid to Lender. (ii) Borrower agrees to pay to Lender an Unused Fee equal to one-half of one percent (0.5%) per annum (computed on the basis of actual days elapsed and as if each calendar year consisted of 360 days) of the average for the period of calculation of an amount determined daily equal to the difference between the Borrowing Base and the aggregate outstanding principal sum balance of NINE MILLION FIVE HUNDRED EIGHTY-ONE THOUSAND AND NO/100 DOLLARS the Revolving Loan at such time. This Unused Fee is payable quarterly within ten ($9,581,000.0010) days of Borrower 's receipt of an invoice from Lender, setting forth evidence of the calculation of the Unused Fee for the preceding calendar quarter. (e) The Revolving Loan”), said sum all other loans now or hereafter made by Lender to be evidenced by a Promissory Note Secured by Deed of Trust of even date herewith (“Note”). The Note shall be secured, in part, by that certain Construction Deed of Trust with Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing dated June 27, 2012, executed by Borrower, and any renewals or extensions of or substitutions for those loans, will be referred to collectively as trustorthe "Loans." The Revolving Note, all other promissory notes now or hereafter payable by Borrower to American Securities Company of Nevada, a Nevada corporation, as trustee, for the benefit of Lender, as beneficiaryand any renewals or extensions of or substitutions for those notes, and recorded on July 10, 2012 as Instrument No. 201207100000082 in the official records of Xxxxx County, Nevada (“Official Records”) as modified by that certain Modification Agreement (“Modification Agreement”) of even date herewith by and between Borrower and Lender, a memorandum (“Memorandum”) of which is being recorded concurrently herewith in the Official Records (as modified, and as hereafter amended, supplemented, replaced or modified, the “Deed of Trust”), encumbering certain real property and improvements as legally defined therein. The obligations of the Borrower under the Loan will be guaranteed by XXXXXXX XXXXXXXXXX, an individual (“Xxxxxxxxxx”), XXXXXX XXXX, an individual (“Xxxx”), and AMERICAN ADDICTION CENTERS, INCreferred to collectively as the "Notes., a Nevada corporation (“AAC” and, together with Xxxxxxxxxx and Xxxx individually and collectively, “Guarantor”) pursuant to that certain Repayment Guaranty of even date herewith (“Guaranty”). Amounts disbursed to or on behalf of Borrower pursuant to the Note shall be used to finance the Property and for such other purposes and uses as may be permitted under this Agreement and the other Loan Documents, as described below."

Appears in 1 contract

Samples: Loan Agreement (Gateway Energy Corp/Ne)

Loan. By A. On the terms and subject to the satisfaction by JVID of the conditions set forth in this Agreement, COUNTY agrees to make the Loan to JVID, which Loan will be in the form of advances (“Advances”) made from time to time as provided in this Agreement from COUNTY’s Water Supply Fund. The outstanding aggregate principal amount of the Loan shall not exceed the sum of Two Hundred and Ten Thousand Dollars ($210,000) (the “Maximum Loan Amount”). JVID shall not request an Advance more than once in a calendar month. B. JVID irrevocably authorizes COUNTY to make or cause to be made, at or about the time of any Advance or at the time of COUNTY’s receipt of any payment of any portion of the Loan, an appropriate notation in COUNTY’s records reflecting the amount of such Advance or payment, as applicable. The outstanding aggregate principal amount of the Loan plus accrued interest thereon set forth in COUNTY’s records maintained with respect to the Loan (which may include computer records) shall, absent manifest error, be prima facie evidence of the outstanding aggregate principal amount plus accrued interest thereon due and owing to COUNTY; but the failure to record, or any error in so recording, any such amount on COUNTY’s records shall not limit or otherwise affect the obligations of JVID under this Agreement to make payments when due. C. JVID shall notify COUNTY in writing at least seven business days before the business day on which JVID desires to receive an Advance (a “Notice”). Each such Notice shall set forth the requested amount of each Advance and such other information as may be required by COUNTY. COUNTY’s obligation to fund each Advance shall be subject to the satisfaction of the following conditions precedent as of the date of the requested Advance: (i) JVID shall be in compliance with the terms of this Agreement, Lender agrees to lend to Borrower and Borrower agrees to borrow from Lender ; (ii) the outstanding principal sum of NINE MILLION FIVE HUNDRED EIGHTY-ONE THOUSAND AND NO/100 DOLLARS ($9,581,000.00) (“Loan”), said sum to be evidenced by a Promissory Note Secured by Deed of Trust of even date herewith (“Note”). The Note shall be secured, in part, by that certain Construction Deed of Trust with Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing dated June 27, 2012, executed by Borrower, as trustor, to American Securities Company of Nevada, a Nevada corporation, as trustee, for the benefit of Lender, as beneficiary, and recorded on July 10, 2012 as Instrument No. 201207100000082 in the official records of Xxxxx County, Nevada (“Official Records”) as modified by that certain Modification Agreement (“Modification Agreement”) of even date herewith by and between Borrower and Lender, a memorandum (“Memorandum”) of which is being recorded concurrently herewith in the Official Records (as modified, and as hereafter amended, supplemented, replaced or modified, the “Deed of Trust”), encumbering certain real property and improvements as legally defined therein. The obligations balance of the Borrower under the Loan will be guaranteed by XXXXXXX XXXXXXXXXX, an individual (“Xxxxxxxxxx”), XXXXXX XXXX, an individual (“Xxxx”), and AMERICAN ADDICTION CENTERS, INC., a Nevada corporation (“AAC” andLoan, together with Xxxxxxxxxx and Xxxx individually and collectivelythe amount of the requested Advance, “Guarantor”must not exceed the Maximum Loan Amount; and (iii) pursuant to that certain Repayment Guaranty of even date herewith (“Guaranty”). Amounts disbursed to there shall have been no material adverse change in the Project or on behalf of Borrower pursuant to JVID’s operations, assets, or financial condition since the Note shall be used to finance the Property and for such other purposes and uses as may be permitted under this Agreement and the other Loan DocumentsEffective Date, as described belowdetermined by COUNTY in its sole reasonable discretion. Upon JVID’s satisfaction of the foregoing conditions, COUNTY will disburse the requested Advance in immediately available funds to such account as JVID shall have specified in the Notice or as otherwise directed by JVID in the Notice.

Appears in 1 contract

Samples: Loan Agreement

AutoNDA by SimpleDocs

Loan. By and subject to 2.1 The Lender agrees, on the terms and conditions of this Agreement, to make available to the Borrower the Loan as follows: (1) up to a maximum principal amount of $5,000,000 shall be made available by the Lender agrees to lend to the Borrower and Borrower agrees to borrow from Lender under the principal sum of NINE MILLION FIVE HUNDRED EIGHTY-ONE THOUSAND AND NO/100 DOLLARS first tranche ($9,581,000.00) (“Loan”the "First Tranche"), said sum subject to be evidenced by the satisfaction of the closing conditions applicable to the First Tranche set out in Section 2.3; (2) up to a Promissory Note Secured by Deed maximum principal amount of Trust of even date herewith (“Note”). The Note $5,000,000 shall be securedmade available by the Lender to the Borrower under the second tranche (the "Second Tranche", together with the First Tranche, the "Tranches", each a "Tranche"), subject to the satisfaction of the closing conditions applicable to the Second Tranche set out in Section 2.3; and (3) the Borrower may request an advance of funds from time to time under each Tranche, following the applicable Closing Date, provided that each advance shall not be less than $250,000 (and in an increment of $50,000) and provided further that all amounts drawn under this Agreement (whether repaid or not) shall not in any event exceed $10,000,000 in the aggregate, nor shall all amounts drawn under this Agreement (whether repaid or not) under a Tranche exceed $5,000,000 under such Tranche. 2.2 Each advance under a Tranche (an "Advance") shall be made by the Lender upon the irrevocable written request of the Borrower (the "Draw Request"), which shall specify: (1) the date of the Advance (the "Funding Date"), which shall be a Business Day; (2) the amount of the Advance, which shall not be less than $250,000 (and in an increment of $50,000); (3) the Tranche under which the Advance is being made; and (4) the bank account details for remittance of the proceeds, provided that the Draw Request must be delivered to the Lender before 2 p.m. PST at least ten (10) Business Days prior to the intended Funding Date. 2.3 The closing of a Tranche (in each case, a "Closing") is subject to the following conditions being satisfied on or prior to the applicable Closing Date, which conditions are for the exclusive benefit of the Lender and may be waived, in whole or in part, by that certain Construction Deed of Trust with Absolute Assignment of Leases the Lender in its sole discretion: (1) the representations and Rents, Security Agreement and Fixture Filing dated June 27, 2012, executed by Borrower, as trustor, to American Securities Company of Nevada, a Nevada corporation, as trustee, for the benefit of Lender, as beneficiary, and recorded on July 10, 2012 as Instrument No. 201207100000082 in the official records of Xxxxx County, Nevada (“Official Records”) as modified by that certain Modification Agreement (“Modification Agreement”) of even date herewith by and between Borrower and Lender, a memorandum (“Memorandum”) of which is being recorded concurrently herewith in the Official Records (as modified, and as hereafter amended, supplemented, replaced or modified, the “Deed of Trust”), encumbering certain real property and improvements as legally defined therein. The obligations warranties of the Borrower under contained in this Agreement were true and correct as of the Loan will be guaranteed by XXXXXXX XXXXXXXXXX, an individual (“Xxxxxxxxxx”), XXXXXX XXXX, an individual (“Xxxx”), and AMERICAN ADDICTION CENTERS, INC., a Nevada corporation (“AAC” and, together with Xxxxxxxxxx and Xxxx individually and collectively, “Guarantor”) pursuant to that certain Repayment Guaranty date of even date herewith (“Guaranty”). Amounts disbursed to or on behalf of Borrower pursuant to the Note shall be used to finance the Property and for such other purposes and uses as may be permitted under this Agreement and are true and correct as of the dated of the Closing with the same force and effect as if such representations and warranties had been made on and as of such date and the Borrower shall have executed and delivered a certificate of a senior officer to that effect; (2) the Borrower shall have fulfilled or complied with all covenants contained in this Agreement required to be fulfilled or complied with by it at or prior to the Closing, and the Borrower shall have executed and delivered a certificate of a senior officer to that effect; (3) the Borrower shall have received the consent of the Toronto Stock Exchange to the entering into this Agreement and all necessary third party consents as the Lender may require, acting reasonably; (4) all corporate proceedings to be taken in connection with the transactions contemplated by this Agreement are reasonably satisfactory in form and substance to the Lender, acting reasonably, and the Lender shall have received copies of all instruments and other Loan Documentsevidence as it may reasonably request in order to establish the consummation of such transactions and the taking of all necessary corporate proceedings in connection therewith; (5) the Lender shall have received the GSA, duly authorized and executed by the Borrower in favour of the Lender; (6) no event shall have occurred and be continuing as described below.of the date of the Closing which constitutes an Event of Default or which with the giving of notice or lapse of time or otherwise would constitute an Event of Default; (7) there shall have occurred no material adverse change in the business operations or assets of the Borrower; 2.4 Unless the Lender otherwise agrees in writing or unless waived by the Lender in writing, the obligation of the Lender to make an Advance hereunder is subject to the fulfilment of the following conditions: (1) the representations and warranties of the Borrower contained in this Agreement were true and correct as of the date of this Agreement and are true and correct as of the applicable Funding Date with the same force and effect as if such representations and warranties had been made on and as of such date and the Borrower shall have executed and delivered a certificate of a senior officer to that effect; (2) the Borrower shall have fulfilled or complied with all covenants contained in this Agreement required to be fulfilled or complied with by it at or prior to the applicable Funding Date, and the Borrower shall have executed and delivered a certificate of a senior officer to that effect; (3) the Borrower shall have received the consent of the Toronto Stock Exchange to the entering into this Agreement and all necessary third party consents as the Lender may require, acting reasonably; (4) no action or proceeding will be pending or threatened by any person (other than the Lender) in any jurisdiction, and no order or notice will have been made, issued or delivered by any Governmental Entity, seeking to enjoin, restrict or prohibit, or enjoining, restricting or prohibiting, on a temporary or permanent basis any of the transactions contemplated by this Agreement or imposing any temporary or permanent terms or conditions on the transactions contemplated by this Agreement; (5) there is no existing event or circumstance which could result in a Material Adverse Effect; and (6) no event shall have occurred and be continuing as of the applicable Funding Date which constitutes an Event of Default or which with the giving of notice or lapse of time or otherwise would constitute an Event of Default

Appears in 1 contract

Samples: Senior Secured Loan Agreement (Burcon NutraScience Corp)

Loan. By During the Commitment Period (hereinafter defined), ---- Monsanto agrees, on the terms and conditions hereafter set forth, to make a loan ("Loan") to the Company, the proceeds of which shall be used solely to support the branded tomato strategy ("Strategy") of Tomato Investment Associates, Inc., a Delaware corporation, or its successors ("Tomato Associates") (such Strategy shall be agreed upon by the Board of Directors of Tomato Associates and incorporated herein by reference), from time to time after the date hereof, in an aggregate amount not to exceed at any time outstanding Forty Million Dollars ($40,000,000), said sum being the "Commitment." Amounts advanced by Monsanto to Xxxxxxxx, X.X., Inc., a Delaware corporation ("Xxxxxxxx, X.X."), or Xxxxxxxx, X.X., a Delaware limited partnership ("Xxxxxxxx, X.X."), (Xxxxxxxx, X.X. and Xxxxxxxx, X.X. collectively, "Xxxxxxxx") prior to the date of this Agreement (the "Xxxxxxxx Loan") and outstanding on the date hereof, plus any accrued interest thereon, shall be re-financed under, and shall become subject to the terms and conditions of, this Agreement, and the total of such prior advances and accrued interest shall be deemed, without any action, to be an Advance (hereinafter defined) hereunder on the date hereof used to repay such total. Within said limits and prior to the occurrence of an Event of Default (hereinafter defined), the Company may borrow, repay and reborrow under this Agreement, each such borrowing or reborrowing being referred to herein as an "Advance." Each Advance shall be in an amount of not less than One Hundred Thousand Dollars ($100,000) and shall be in increments of One Hundred Thousand Dollars ($100,000). Each request for an Advance (except the Advance relating to repayment of the Xxxxxxxx Loan referred to above) shall consist of documentation submitted to Monsanto by Tomato Associates and the Company that is reasonably acceptable to Monsanto, verifying that Tomato Associates has reached certain milestones and achieved certain goals as set forth on Exhibit A attached hereto --------- and incorporated herein by reference, as it may be amended from time to time, and shall be accompanied by a written request substantially in the form attached hereto as Exhibit B and incorporated herein or in such other form acceptable to --------- Monsanto. The maximum amount of each Advance shall be determined in accordance with the schedule set forth on Exhibit A. At no time shall Monsanto be obligated --------- to make any Advance to the Company in connection with any milestone or goal set forth on Exhibit A until such time as Tomato Associates and the Company have --------- provided Monsanto with documentation reasonably acceptable to Monsanto, verifying Tomato Associates' achievement of the goal and milestone for which Tomato Associates and the Company are seeking the Advance. Upon achievement of the applicable goal and milestone and upon fulfillment of the applicable conditions set forth in Article II hereof and subject to the terms provisions of this Agreement, Lender Monsanto shall make such Advances available by wire transfer directly into Tomato Associates' bank account pursuant to wiring instructions to be provided at the time the request for each Advance is submitted, but the Company agrees to lend to Borrower reimburse Monsanto for all wire and Borrower agrees to borrow from Lender the principal sum of NINE MILLION FIVE HUNDRED EIGHTY-ONE THOUSAND AND NO/100 DOLLARS ($9,581,000.00) (“Loan”), said sum to be evidenced other transfer costs incurred by a Promissory Note Secured by Deed of Trust of even date herewith (“Note”). The Note shall be secured, in part, by that certain Construction Deed of Trust with Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing dated June 27, 2012, executed by Borrower, as trustor, to American Securities Company of Nevada, a Nevada corporation, as trustee, for the benefit of Lender, as beneficiaryMonsanto, and recorded on July 10, 2012 as Instrument Nothe Company shall bear all risks of delays or nondelivery or misdelivery of any such funds so wired or otherwise transferred other than those caused by Monsanto's negligence or failure to transfer such funds in accordance with the Company's directions. 201207100000082 in the official records of Xxxxx County, Nevada (“Official Records”) as modified by that certain Modification Agreement (“Modification Agreement”) of even date herewith by and between Borrower and Lender, a memorandum (“Memorandum”) of which is being recorded concurrently herewith in the Official Records (as modified, and as hereafter amended, supplemented, replaced or modified, the “Deed of Trust”), encumbering certain real property and improvements as legally defined therein. The obligations of the Borrower under the Loan will be guaranteed by XXXXXXX XXXXXXXXXX, an individual (“Xxxxxxxxxx”), XXXXXX XXXX, an individual (“Xxxx”), and AMERICAN ADDICTION CENTERS, INC., a Nevada corporation (“AAC” and, together with Xxxxxxxxxx and Xxxx individually and collectively, “Guarantor”) pursuant to that certain Repayment Guaranty of even date herewith (“Guaranty”). Amounts disbursed to or on behalf of Borrower pursuant to the Note shall be used to finance the Property and for such other purposes and uses as may be permitted Any Advance under this Agreement and shall be deemed made on the other Loan Documentsday that the Advance proceeds are wired or otherwise transferred or, as described below.if the Advance proceeds are used to repay the

Appears in 1 contract

Samples: Credit Facility Agreement (Calgene Inc /De/)

Loan. By Subject to all of the terms and subject conditions hereof, the Bank may, in its sole and unfettered discretion, lend to the Borrower from time to time through November 30, 1996, such sums in multiples of Twenty-Five Thousand Dollars ($25,000.00) as may be requested from time to time by the Borrower in a manner specified by the Bank, provided that the aggregate principal amount outstanding at any time pursuant to the provisions of this Section 2.1 shall not exceed the lesser of (1)(a) through and including October 31, 1996, Ten Million Five Hundred Thousand Dollars ($10,500,000.00) and (b) commencing November 1, 1996 and continuing thereafter, Nine Million Dollars ($9,000,000.00) (the "Working Capital Revolving Credit") and (2) the Borrowing Base. If the principal amount outstanding at any time exceeds said amounts, the Borrower shall forthwith pay to the Bank an amount sufficient to eliminate such excess. Subject to the terms and conditions of this Agreement, Lender agrees the Borrower may borrow, prepay pursuant to lend Section 2.3, and reborrow under this Section 2.1. Upon the execution of the Sixteenth Amendment to Credit Agreement and Restated Forbearance Agreement, the Borrower shall execute and Borrower agrees deliver to borrow from Lender the principal sum Bank a revolving credit demand note in the form of NINE MILLION FIVE HUNDRED EIGHTY-ONE THOUSAND AND NO/100 DOLLARS Exhibit l(a) attached hereto ($9,581,000.00) (“Loan”the "Sixteenth Amended and Restated Working Capital Revolving Credit Note"), said sum to be evidenced by a Promissory Note Secured by Deed of Trust of even date herewith (“Note”). The Note shall be secured, in part, by that certain Construction Deed of Trust with Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing dated June 27, 2012, executed by Borrower, as trustor, to American Securities Company of Nevada, a Nevada corporation, as trustee, for the benefit of Lender, as beneficiary, and recorded on July 10, 2012 as Instrument No. 201207100000082 in the official records of Xxxxx County, Nevada (“Official Records”) as modified by that certain Modification Agreement (“Modification Agreement”) of even date herewith by and between Borrower and Lender, a memorandum (“Memorandum”) terms of which is being recorded concurrently herewith in are incorporated herein by reference. All commitments by the Official Records (as modified, and as hereafter amended, supplemented, replaced or modified, the “Deed of Trust”), encumbering certain real property and improvements as legally defined therein. The obligations Bank on behalf of the Borrower under the Loan will by way of instrument certification, letter of credit or similar device shall be guaranteed by XXXXXXX XXXXXXXXXX, an individual (“Xxxxxxxxxx”), XXXXXX XXXX, an individual (“Xxxx”), and AMERICAN ADDICTION CENTERS, INC., a Nevada corporation (“AAC” and, together with Xxxxxxxxxx and Xxxx individually and collectively, “Guarantor”) considered loans pursuant to that certain Repayment Guaranty of even date herewith (“Guaranty”). Amounts disbursed to or on behalf of Borrower pursuant to the Note shall be used to finance the Property and for such other purposes and uses as may be permitted under this Agreement and the other Loan Documents, as described belowSection 2.1."

Appears in 1 contract

Samples: Credit Agreement (Riviera Tool Co)

Loan. By and subject (a) Subject to the terms of this Agreementconditions set forth herein, Lender agrees to lend extend to Borrower, from the date hereof through the Advance Termination Date (as defined below), one (1) or more Advances (as defined below) which, in the aggregate, shall not exceed at any one time $1,000,000, no portion of which may be repaid and then reborrowed. Borrower may request an Advance under this Agreement by submitting a Notice of Borrowing, which is irrevocable and binding upon Borrower. Such Notice of Borrowing shall be received by Lender on or before 10:00 a.m. (Dallas, Texas time) ten (10) Business Days prior to such Advance. Each Advance under this Agreement shall be in the minimum amount of $250,000 or a greater integral multiple thereof. Subject to the terms and conditions in this Agreement, by not later than 2:00 p.m., Dallas, Texas time, on the date of such Advance, Lender shall make available to Borrower, at an account designated by Borrower, the amount of a requested Advance under this Agreement in immediately available funds. (b) Each Notice of Borrowing shall be irrevocable and binding on Borrower and Borrower agrees shall indemnify Lender against any loss, cost, or expense incurred or suffered by Lender as a result of (i) any failure to borrow from Lender fulfill, on or before the principal sum of NINE MILLION FIVE HUNDRED EIGHTY-ONE THOUSAND AND NO/100 DOLLARS date specified for such Advance, any condition to such Advance set forth in this Agreement, or ($9,581,000.00ii) (“Loan”), said sum to Borrower’s request that an Advance not be evidenced by a Promissory Note Secured by Deed of Trust of even made on the date herewith (“Note”). The Note shall be secured, in part, by that certain Construction Deed of Trust with Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing dated June 27, 2012, executed by Borrower, as trustor, to American Securities Company of Nevada, a Nevada corporation, as trustee, specified for the benefit of Lender, as beneficiary, and recorded on July 10, 2012 as Instrument No. 201207100000082 such Advance in the official records Notice of Xxxxx County, Nevada (“Official Records”) as modified by that certain Modification Agreement (“Modification Agreement”) Borrowing. A certificate of even date herewith by and between Lender establishing the amount due from Borrower and Lender, a memorandum (“Memorandum”) of which is being recorded concurrently herewith in according to the Official Records (as modified, and as hereafter amended, supplemented, replaced or modified, the “Deed of Trust”), encumbering certain real property and improvements as legally defined therein. The obligations of the Borrower under the Loan will be guaranteed by XXXXXXX XXXXXXXXXX, an individual (“Xxxxxxxxxx”), XXXXXX XXXX, an individual (“Xxxx”), and AMERICAN ADDICTION CENTERS, INC., a Nevada corporation (“AAC” andpreceding sentence, together with Xxxxxxxxxx and Xxxx individually and collectivelya description in reasonable detail of the manner in which such amount has been calculated, “Guarantor”) pursuant to that certain Repayment Guaranty of even date herewith (“Guaranty”). Amounts disbursed to or on behalf of Borrower pursuant to the Note shall be used conclusive in the absence of manifest error. (c) The obligation of Lender to finance make any Advance (including the Property and for such other purposes and uses as may be permitted initial Advance) under this Agreement and shall be subject to the other Loan Documentsconditions precedent that, as described of the date of such Advance and after giving effect thereto: (a) all representations and warranties made by Borrower to Lender are true and correct, as if made on such date; (b) no condition or event exists which constitutes an Event of Default (as hereinafter defined) or which, with the lapse of time and/or giving of notice, would constitute an Event of Default; (c) Lender shall have received from Borrower a Notice of Borrowing and all of the statements contained in such Notice of Borrowing shall be true and correct; and (d) the representations and warranties contained in each of the Loan Documents (as defined below) shall be true in all respects as though made on the date of such Advance. (d) As used herein, the following terms have the meaning ascribed to them below:

Appears in 1 contract

Samples: Loan Agreement (Panda Ethanol, Inc.)

Loan. By and subject (a) Subject to the terms of this Agreement, Lender agrees to lend to Borrower Borrower, and Borrower agrees to borrow from Lender Lender, the maximum principal sum of NINE TWO HUNDRED NINETY-TWO MILLION FIVE HUNDRED EIGHTY-ONE THOUSAND AND NO/100 00/100THS DOLLARS ($9,581,000.00) 292,000,000.00), which sum shall be composed of $185,000,0000.00 as the initial advance (“LoanInitial Advance) and $107,000,000.00 as the Earn-Out Advance (as defined below), said sum to which sums shall be evidenced by the Note. The Loan shall be secured by the security interests and liens granted pursuant to certain of the Security Documents as more particularly set forth therein. Interest shall accrue, and be payable, in respect of the Loan as provided herein below. (b) Lender shall disburse to the Borrower an amount equal to $107,000,000.00 (the “Earn-Out Advance”) of the Loan provided the Borrower satisfies the following conditions to Lender’s reasonable satisfaction: (i) No Default exists on the date of disbursement of the Earn-Out Advance; (ii) Borrower delivers to Lender at least ten (10) days prior to the date of the Earn-Out Advance (the “Earn-Out Disbursement Date”) written notice requesting the Earn-Out Advance, provided, however that the Earn-Out Disbursement Date is no later than sixty (60) days from the date hereof. If any such notice shall have been given by Borrower, Borrower shall be permitted to revoke such notice in writing on or prior to the Earn-Out Disbursement Date, provided Borrower pays all of Lender’s reasonable third party expenses incurred in connection with the proposed Earn-Out Advance. Notwithstanding the foregoing, if the conditions to the Earn-Out Advance set forth in this Section 2.1(b) are satisfied within the sixty (60) day period set forth above, Borrower shall be required to accept the Earn-Out Advance and the Northrop VA Property shall be included as a Promissory Note Secured Property and be encumbered by the liens created pursuant to the Loan Documents; (iii) iStar NG LP, a Delaware limited partnership (“LP Owner”) or a Delaware limited liability company wholly owned, directly or indirectly, by TRT NOIP Fixed Real Estate Holdco, a Delaware limited liability company, (either such entity, “Northrop VA Borrower”) shall join each of the Loan Documents as a borrower thereto and shall deliver to Lender a Deed of Trust and Absolute Assignment of even date herewith Rents and Leases and Security Agreement (“Note”and Fixture Filing). The Note shall be secured, in part, by that certain Construction Deed of Trust with an Absolute Assignment of Leases and RentsRents and financing statements, Security Agreement each in form and Fixture Filing dated June 27substance as such documents delivered with respect to the other Properties as of the date hereof, 2012encumbering the Northrop VA Property; (iv) Borrower shall enter into such amendments to the Loan Documents necessary to reflect the Earn-Out Advance, including, but not limited to, amendments to the Mortgages relating to applicable recording and/or intangible taxes for the Properties located at 0000-0000 XX 00xx Xxxxxx, Xxxxxxxxxx, Xxxxxxx, 3201 Columbia Road, Richfield, Ohio, and 00000 Xxxxxx Xxxxx Xxxx, Xxxxxx, Xxxxxxxx; (v) Borrower shall deliver to Lender a letter executed by Northrop VA waiving its right of first offer to purchase the Northrop VA Property under its Lease in connection with the purchase by Northrop VA Borrower of the Northrop VA Property (or purchase at the closing (1) by TRT NOIP Colshire - XxXxxx XX LLC, a Delaware limited liability company, of the general partner interests of LP Owner held by iStar NG GenPar Inc., a Delaware corporation and (2) by TRT NOIP Colshire - XxXxxx LLC, a Delaware limited liability company, of the limited partner interests of LP Owner held by iStar NG Inc., a Delaware corporation), which such letter shall be in form and substance satisfactory to Lender in its reasonable discretion; (vi) Northrop VA Borrower shall deliver to Lender (1) an officer’s certificate certifying that there have been no material changes to the Northrop VA Property since the date of June 4, 2010, as set forth on that certain survey delivered to Lender prior to the date hereof and (2) title insurance, in form and substance delivered on the date hereof with regards to the other Properties, with respect to the Northrop VA Property (A) insuring that no encumbrances affect the Northrop VA Property other than Permitted Encumbrances (and with respect to clause (b) of the definition of Permitted Encumbrances, no material changes to such encumbrances other than as set forth in that certain pro-forma title policy delivered to Lender on or prior to the date hereof), (B) in the amount of the Earn-Out Advance disbursed to the Borrower, subject to adjustment (up to 125%) in the event a tie-in endorsement is not obtained and (C) shall contain such endorsements as trustorare reasonably required by Lender with respect to the other Properties previously encumbered by the Mortgages; (vii) Borrower shall deliver to Lender updated tie-in endorsements, me-too endorsements and such other revisions to the title insurance policies issued to Lender on the date hereof with respect to the other Properties to reflect the Earn-Out Advance, to American Securities Company the extent any of Nevadathe foregoing is available in the states where the Properties are located; (viii) Northrop VA Borrower shall deliver to Lender with respect to the Northrop VA Property and the Northrop VA Borrower updates to the local law enforceability opinion, a Nevada corporationthe New York enforceability opinion, as trusteethe insolvency opinion and Delaware state law opinions, for the benefit of each delivered to Lender at closing, in form and substance reasonably acceptable to Lender; (ix) Borrower shall deliver such other certificates, as beneficiaryamendments to organizational documents, and recorded on July 10, 2012 as Instrument No. 201207100000082 in the official records of Xxxxx County, Nevada (“Official Records”) as modified by that certain Modification Agreement (“Modification Agreement”) of even date herewith by and between Borrower and Lender, a memorandum (“Memorandum”) of which is being recorded concurrently herewith in the Official Records (as modified, and as hereafter amended, supplemented, replaced or modified, the “Deed of Trust”), encumbering certain real property and improvements as legally defined therein. The obligations of the Borrower under the Loan will be guaranteed by XXXXXXX XXXXXXXXXX, an individual (“Xxxxxxxxxx”), XXXXXX XXXX, an individual (“Xxxx”), and AMERICAN ADDICTION CENTERS, INC., a Nevada corporation (“AAC” and, together with Xxxxxxxxxx and Xxxx individually and collectively, “Guarantor”) pursuant to that certain Repayment Guaranty of even date herewith (“Guaranty”). Amounts disbursed to or on behalf of Borrower pursuant to the Note shall be used to finance the Property and for such other purposes and uses documents as may be permitted under this Agreement reasonably requested by Lender to reflect the Earn-Out Advance; (x) If the Earn-Out Disbursement Date occurs prior to the Due Date occurring in August, 2010, then Borrower shall pay to Lender on the Due Date occurring in August, 2010, the P&I Payment Amount as set forth in clause (ii) of the definition thereof, less an amount equal to interest on the amount of the Earn-Out Advance calculated at the Note Rate for the number of days occurring in July, 2010, prior to the Earn-Out Disbursement Date. If the Earn-Out Disbursement Date occurs on or after the Due Date occurring in August, 2010, then Borrower shall pay to Lender (A) on the Earn-Out Disbursement Date an amount equal to $101,899.04 which represents the principal payment that would have been due on the Due Date occurring in August, 2010, with respect to the Earn-Out Advance, and (B) on the Due Date occurring in September, 2010, the P&I Payment Amount as set forth in clause (ii) of the definition thereof, less an amount equal to interest on the amount of the Earn-Out Advance calculated at the Note Rate for the number of days occurring in August, 2010 prior to the Earn-Out Disbursement Date; and (xi) Borrower pays all of Lender’s third-party costs (including reasonable attorney’s fees) with respect to the Earn-Out Advance. Lender shall reasonably cooperate with Borrower in structuring the mortgages and the other Loan DocumentsEarn-Out Advance transaction so as to minimize recordation and mortgage taxes, as described belowincluding such taxes in the Commonwealth of Virginia, and title insurance premiums.

Appears in 1 contract

Samples: Loan Agreement (Dividend Capital Total Realty Trust Inc.)

Loan. By (a) Subject to the terms and subject conditions and relying upon the representations and warranties herein set forth, each Lender severally agrees to make its portion of a term loan (the “Loan”) available to Debtor on the Closing Date in the aggregate principal amount not to exceed such Xxxxxx’s Term Loan Commitment. Notwithstanding the foregoing, the aggregate principal amount of the Loan made available to Debtor on the Closing Date shall not exceed the Total Term Loan Commitment. Any principal amount of the Loan which is repaid or prepaid may not be reborrowed. The Loan may be a Base Rate Loan or SOFR Loan, as further provided herein. (b) Except as otherwise provided in this Section 2.1(b), all Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Term Loan Commitment, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender’s obligations to make a Loan requested hereunder, nor shall the Term Loan Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Xxxxxx’s obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it by the terms of this AgreementAgreement regardless of the failure by any other Lender. Subject to satisfaction of the conditions precedent in Section 5.1, not later than 10:00 a.m., on the Closing Date, each Lender agrees shall make available to lend the Administrative Agent’s Account an amount in immediately available funds equal to Borrower and Borrower agrees to borrow from Lender the principal sum of NINE MILLION FIVE HUNDRED EIGHTY-ONE THOUSAND AND NO/100 DOLLARS ($9,581,000.00) (“Loan”), said sum Loan to be evidenced made by a Promissory Note Secured by Deed of Trust of even date herewith (“Note”). The Note such Xxxxxx; provided, that the Loan shall be securedissued on the Closing Date with original issue discount of 2.00%. (c) Upon receipt of all requested funds, in part, by that certain Construction Deed the Administrative Agent shall deliver to the account of Trust with Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing dated June 27, 2012, executed by Borrower, as trustor, to American Securities Company of Nevada, a Nevada corporation, as trustee, for the benefit of Lender, as beneficiary, and recorded on July 10, 2012 as Instrument No. 201207100000082 Debtor specified in the official records notice of Xxxxx County, Nevada (“Official Records”) as modified by that certain Modification Agreement (“Modification Agreement”) of even date herewith by and between Borrower and Lender, a memorandum (“Memorandum”) of which is being recorded concurrently herewith in borrowing the Official Records (as modified, and as hereafter amended, supplemented, replaced or modified, the “Deed of Trust”), encumbering certain real property and improvements as legally defined therein. The obligations aggregate of the Borrower under the Loan will be guaranteed by XXXXXXX XXXXXXXXXX, an individual (“Xxxxxxxxxx”), XXXXXX XXXX, an individual (“Xxxx”), and AMERICAN ADDICTION CENTERS, INC., a Nevada corporation (“AAC” and, together with Xxxxxxxxxx and Xxxx individually and collectively, “Guarantor”) pursuant to that certain Repayment Guaranty of even date herewith (“Guaranty”). Amounts disbursed to or on behalf of Borrower pursuant amounts made available to the Note shall be used to finance Administrative Agent by the Property and for such other purposes and uses as may be permitted under this Agreement and the other Loan Documents, as described belowLenders in immediately available funds.

Appears in 1 contract

Samples: Term Loan and Security Agreement (Advanced Emissions Solutions, Inc.)

Loan. By Provided that no Event of Default shall have occurred and no condition which, with the giving of notice or the passage of time or both would constitute an Event of Default shall exist, and subject to the terms and conditions of this AgreementAgreement and the conditions precedent enumerated in SECTION 4 hereof, Lender agrees to lend make the Loan available to Borrower and Borrower agrees to borrow from Lender Borrowers until the principal sum of NINE MILLION FIVE HUNDRED EIGHTY-ONE THOUSAND AND NO/100 DOLLARS ($9,581,000.00) (“Loan”), said sum to be evidenced by a Promissory Note Secured by Deed of Trust of even date herewith (“Note”)Maturity Date. The Note shall be secured, in part, by that certain Construction Deed of Trust with Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing dated June 27, 2012, executed by Borrower, as trustor, to American Securities Company of Nevada, a Nevada corporation, as trustee, for the benefit of Lender, as beneficiary, and recorded on July 10, 2012 as Instrument No. 201207100000082 in the official records of Xxxxx County, Nevada (“Official Records”) as modified by that certain Modification Agreement (“Modification Agreement”) of even date herewith by and between Borrower and Lender, a memorandum (“Memorandum”) of which is being recorded concurrently herewith in the Official Records (as modified, and as hereafter amended, supplemented, replaced or modified, the “Deed of Trust”), encumbering certain real property and improvements as legally defined therein. The obligations of the Borrower under the Loan will be guaranteed by XXXXXXX XXXXXXXXXXdisbursed in two stages, an individual with a first disbursement in the amount of Four Hundred Thousand and 00/100 (“Xxxxxxxxxx”)$400,000.00) Dollars, XXXXXX XXXX, an individual with the first One Hundred Thousand and 00/100 (“Xxxx”)$100,000.00) Dollars to be applied to the Lender's commitment fee and other fees and expenses of closing, and AMERICAN ADDICTION CENTERSThree Hundred Thousand and 00/100 ($300,000.00) to be applied to pay the indebtedness of Borrowers to Syqwest/ODEC. The second disbursement, INC.to be made within two business days of the first disbursement, a Nevada corporation shall be in the amount of One Million and 00/100 (“AAC” and, together with Xxxxxxxxxx and Xxxx individually and collectively, “Guarantor”$1,000,000.00) pursuant Dollars to that certain Repayment Guaranty of even date herewith (“Guaranty”). Amounts disbursed to or on behalf of Borrower pursuant to the Note shall be used to finance the Property acquisition by Borrowers of ST&R. 3.1.1 The Loan shall be evidenced by and repayable in accordance with the terms and provisions of the Note. Lender shall enter as debits against the indebtedness evidenced by the Note, all Advances, interest charges, expenses and other items properly chargeable with respect to the Loan, and shall enter as credits against the indebtedness evidenced by the Note all payments made by Borrowers on account of such indebtedness. The outstanding balance of the Loan shall be the amount reflected on Lender's ledger, computer or other records, such information to be readily transcribable onto any allonge or other addendum attached to the Note which shall be conclusive evidence of the amount of the indebtedness, absent manifest error. The Borrowers shall not be entitled to reborrow any amount of principal advanced under the Loan and then repaid to Lender. 3.1.2 Upon the earlier to occur of: (a) October __, 2003; or (b) the occurrence of an Event of Default hereunder: (i) Lender shall be under no further obligation to make any Advances under the Loan; (ii) all sums owing by Borrowers or either of them under the Note shall be immediately due and payable; and (iii) Lender shall be authorized to set off any obligations or indebtedness owing from Lender to Borrowers or either of them for such other purposes the amount of the principal, interest, fees, expenses and uses as may charges which shall be permitted due and payable under this Agreement and the other Loan Documents, as described belowNote.

Appears in 1 contract

Samples: Loan Agreement (Markland Technologies Inc)

Loan. By Deltagen agrees to loan to Borrowers the sum of Six Hundred Thirty Thousand United States Dollars ($630,000) (the "Loan"), which shall be made on the following terms and subject conditions: (a) The Loan will be applied solely and entirely toward the purchase price of the Residence, and the Borrowers agree to the terms so apply such proceeds; (b) The Loan will bear interest as provided in Paragraph 2.1 of this Agreement; all payments made on account thereof shall be credited first to accrued and unpaid interest and the balance, Lender agrees if any, to lend to Borrower and Borrower agrees to borrow from Lender the unpaid principal; (c) The principal sum amount of NINE MILLION FIVE HUNDRED EIGHTYFive Hundred Fifty-ONE THOUSAND AND NO/100 DOLLARS Two Thousand United States Dollars ($9,581,000.00552,000) of the Loan and the interest on that portion of the Loan will be forgiven on the fifth anniversary of the start date of Xxxxxx'x employment with Deltagen; (d) The principal amount of Seventy-Eight Thousand United States Dollars ($78,000) of the Loan shall become due and payable with interest on the fifth anniversary of the start date of Xxxxxx'x employment with Deltagen, except as otherwise set forth in Paragraphs 2.2 and 2.4 of this Agreement; (e) Borrowers shall be fully responsible for all taxes due related to the Loan and interest on the Loan”), said sum to ; (f) Borrowers may repay the Loan in full or in part at any time without premium or penalty; and (g) The Loan shall be evidenced by a certain Promissory Note Secured in the form of Exhibit A attached hereto and secured in whole or substantial part by a deed of trust ("Deed of Trust") in the form of Exhibit B attached hereto to constitute a lien on Residence subject only to: (i) the exceptions as specified in the title report of First American Trust Company, dated as of April 26, 2002 and issued under its Escrow Number 555568; (ii) a first mortgage loan on the Residence; and (iii) a deed of trust held by First Republic Bank in connection with a certain 12-month loan note between First Republic Bank and the Borrowers dated June 18, 2002 ("Bridge Note") in the form of Exhibit C attached hereto. A condition of Deltagen's obligation hereunder to fund the Loan shall be its contemporaneous receipt upon funding of a California Land Title Association standard lender's policy of title insurance in the amount of the Loan assuring Deltagen that the Deed of Trust of even date herewith (“Note”)constitutes a lien on the Residence subject only to the exceptions set forth in the preceding sentence. The Note Borrowers shall make reasonable efforts to satisfy the Bridge Note, including reasonable efforts: (a) to consummate sale of the Borrowers' current home located at 00 Xxxxxxxx Xxxx Xxxx, Xxxxxx, Xxxxxxxxxxx 00000 and (b) to apply the proceeds of such sale towards satisfaction of the Bridge Note. Deltagen's security lien on the Residence shall be secured$500,000 until satisfaction of the Bridge Note, upon which the security lien will be in partthe full amount of the Loan. And, by that certain Construction upon satisfaction of the Bridge Note, the Deed of Trust with Absolute Assignment of Leases shall constitute a second lien on the Residence, subject only to exceptions (i) and Rents, Security Agreement and Fixture Filing dated June 27, 2012, executed by Borrower, as trustor, to American Securities Company of Nevada, a Nevada corporation, as trustee, for the benefit of Lender, as beneficiary, and recorded on July 10, 2012 as Instrument No. 201207100000082 in the official records of Xxxxx County, Nevada (“Official Records”ii) as modified by that certain Modification Agreement (“Modification Agreement”) of even date herewith by and between Borrower and Lender, a memorandum (“Memorandum”) of which is being recorded concurrently herewith in the Official Records (as modified, and as hereafter amended, supplemented, replaced or modified, the “Deed of Trust”), encumbering certain real property and improvements as legally defined therein. The obligations of the Borrower under the Loan will be guaranteed by XXXXXXX XXXXXXXXXX, an individual (“Xxxxxxxxxx”), XXXXXX XXXX, an individual (“Xxxx”), and AMERICAN ADDICTION CENTERS, INCset forth above., a Nevada corporation (“AAC” and, together with Xxxxxxxxxx and Xxxx individually and collectively, “Guarantor”) pursuant to that certain Repayment Guaranty of even date herewith (“Guaranty”). Amounts disbursed to or on behalf of Borrower pursuant to the Note shall be used to finance the Property and for such other purposes and uses as may be permitted under this Agreement and the other Loan Documents, as described below.

Appears in 1 contract

Samples: Loan Agreement (Deltagen Inc)

Loan. By Permit the Fully Contributing Members to elect to make advances to the Company Pro Rata (or in such other portions as they may unanimously agree) in the amount of the Deficiency by giving written notice to the Company and the other Class A Members within ten (10) Business Days after the Deficiency Notice. Loans made under this Section 5.3(b)(ii) shall be treated as follows: (A) the amounts thus advanced shall be deemed to be loans from the Fully Contributing Members making such advances (“Lending Members”) to the Non-Fully Contributing Member; provided, that the Lending Members’ recourse with respect to such loans shall be limited to the distributions as set forth in Section 5.3(b)(ii)(D) below and shall otherwise be non-recourse to the Non-Fully Contributing Member; (B) the principal balance of such loans and all accrued unpaid interest thereon shall be due and payable ten (10) Days after written demand given any time after one (1) year from the date of the advance by the Lending Members (acting by Majority Approval of the Lending Members); provided, that the Non-Fully Contributing Member may elect to pay any such loans in full by providing written notice of such intention to the Lending Members at any time prior to such Non-Fully Contributing Member’s receipt of written notice from the Lending Members or the Company that the Lending Members have elected to exercise their rights pursuant to Section 5.3(b)(ii)(E) and by, within ten (10) Business Days following delivery of such written notice to the Lending Members of an election to repay such loans in full, paying in cash by wire transfer of immediately available funds an amount to each Lending Member equal to such Lending Member’s Pro Rata portion (relative to the other Lending Members) of the unpaid principal balance of and accrued unpaid interest on such loan; (C) the loans shall bear interest at the Default Interest Rate from the date that the loan was made until the date that such loan, together with all interest accrued thereon, is repaid to the Lending Members; (D) all distributions from the Company that would otherwise be made to the Non-Fully Contributing Member (whether before or after dissolution of the Company) shall, instead, be paid to the Lending Members until the loans (including all interest accrued and unpaid thereon) have been repaid in full to the Lending Members (with all such payments being applied first to interest earned and unpaid and then to principal) and any such payment to the Lending Members shall be deemed for all purposes as if the cash had first been distributed to the Non-Fully Contributing Member who then paid such cash to the Lending Member as a payment on the loan; (E) initially, a loan by any Lending Member to a Non-Fully Contributing Member as contemplated by this Section 5.3(b)(ii) shall not be considered a Capital Contribution by the Lending Member and shall not increase the Capital Account balance or Equity Percentage Interest of the Lending Member; provided that, in the event the principal and interest of any such loan have not been repaid in full following a demand therefor in accordance with Section 5.3(b)(ii)(B), the Lending Members (acting by Majority Approval of the Lending Members) may at any time following the expiration of the ten (10) Day period specified in Section 5.3(b)(ii)(B), with thirty (30) Days advance written notice to the Company and the other Class A Members, elect to have the Company issue to each Fully Contributing Member in respect of the Capital Call giving rise to the loan a number of Class A Units (net of and without duplication for any Class A Units previously issued to such Fully Contributing Member in respect of the Additional Capital Contributions made pursuant to such Capital Call) equal to the quotient of (1) the sum of (x) the total Additional Capital Contributions made by such Fully Contributing Member with respect to the applicable Capital Call plus (y) to the extent such Fully Contributing Member is a Lending Member, such Lending Member’s Pro Rata portion (relative to the other Lending Members) of the unpaid principal balance and accrued unpaid interest on such loan divided by (2) the Applicable Price per Unit for such Fully Contributing Member; provided, that upon any such election and issuance pursuant to this Section 5.3(b)(ii)(E), such loan (including all accrued interest thereon) shall be deemed to be paid, satisfied and discharged in full without any further liability or obligation on the part of the Non-Fully Contributing Members; and (F) subject to the terms last proviso of this Agreement, Lender agrees to lend to Borrower and Borrower agrees to borrow from Lender the principal sum of NINE MILLION FIVE HUNDRED EIGHTY-ONE THOUSAND AND NO/100 DOLLARS ($9,581,000.00) (“Loan”Section 5.3(b)(ii)(E), said sum to be evidenced by a Promissory Note Secured by Deed of Trust of even date herewith (“Note”). The Note shall be securedthe Lending Member(s) may, in partaddition to the other rights and remedies granted pursuant to this Agreement or available at Law or in equity, take any action (including court Proceedings) that such Lending Member may deem appropriate to obtain payment when due by that certain Construction Deed of Trust with Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing dated June 27, 2012, executed by Borrower, as trustor, to American Securities Company of Nevada, a Nevada corporation, as trustee, for the benefit of Lender, as beneficiary, and recorded on July 10, 2012 as Instrument No. 201207100000082 in the official records of Xxxxx County, Nevada (“Official Records”) as modified by that certain Modification Agreement (“Modification Agreement”) of even date herewith by and between Borrower and Lender, a memorandum (“Memorandum”) of which is being recorded concurrently herewith in the Official Records (as modified, and as hereafter amended, supplemented, replaced or modified, the “Deed of Trust”), encumbering certain real property and improvements as legally defined therein. The obligations Non-Fully Contributing Member of the Borrower under loan and all accrued and unpaid interest thereon, at the Loan will be guaranteed by XXXXXXX XXXXXXXXXX, an individual (“Xxxxxxxxxx”), XXXXXX XXXX, an individual (“Xxxx”), cost and AMERICAN ADDICTION CENTERS, INCexpense of the Non-Fully Contributing Member., a Nevada corporation (“AAC” and, together with Xxxxxxxxxx and Xxxx individually and collectively, “Guarantor”) pursuant to that certain Repayment Guaranty of even date herewith (“Guaranty”). Amounts disbursed to or on behalf of Borrower pursuant to the Note shall be used to finance the Property and for such other purposes and uses as may be permitted under this Agreement and the other Loan Documents, as described below.

Appears in 1 contract

Samples: Limited Liability Company Agreement (TransMontaigne Partners L.P.)

Loan. By (a) Subject to all terms and subject to the terms conditions of this Agreement, Lender agrees to lend may advance to Borrower and Borrower agrees to may borrow from Lender the principal sum of NINE MILLION FIVE HUNDRED EIGHTY-ONE THOUSAND AND NO/100 DOLLARS Lender, from time to time, up to three million and 00/100 Dollars ($9,581,000.003,000,000.00) (“Loan”), said sum . Said three million and 00/100 Dollars ($3,000,000.00) is also sometimes referred to herein as the “Maximum Principal Amount”. (b) The Loan shall be evidenced by a Promissory Note Secured by Deed of Trust of even date herewith (“the Note”). The Note , and shall be secured, in part, referred to as the ‘Obligations.” The aggregate of such advances under the Loan shall not exceed said Maximum Principal Amount. (c) Subject to a final closing statement prepared by that certain Construction Deed of Trust with Absolute Assignment of Leases Lender’s counsel and Rents, Security Agreement and Fixture Filing dated June 27, 2012, executed by Borrower, as trustor, to American Securities Company of Nevada, a Nevada corporation, as trustee, for the benefit of Lender, as beneficiary, and recorded on July 10, 2012 as Instrument No. 201207100000082 in the official records of Xxxxx County, Nevada Borrower (“Official Records”) as modified by that certain Modification Agreement (“Modification Agreement”) of even date herewith by and between Borrower and Lender, a memorandum (“Memorandum”) of which is being recorded concurrently herewith in the Official Records (as modified, and as hereafter amended, supplemented, replaced or modified, the “Deed of TrustClosing Statement”), encumbering certain real property and improvements as legally defined therein. The obligations of the Borrower under the Loan will proceeds shall be guaranteed by XXXXXXX XXXXXXXXXX, an individual disbursed as follows: (“Xxxxxxxxxx”), XXXXXX XXXX, an individual 1) The sum of fifteen thousand and 00/100 Dollars (“Xxxx”), and AMERICAN ADDICTION CENTERS, INC., a Nevada corporation (“AAC” and, together with Xxxxxxxxxx and Xxxx individually and collectively, “Guarantor”$15,000.00) pursuant to that certain Repayment Guaranty of even date herewith (“Guaranty”). Amounts shall be disbursed to or on behalf of Borrower and simultaneously paid to Lender as a fully earned, non-refundable fee (the “Fee”) in consideration of Lender’s commitment to make the Loan on the terms and conditions stated herein. In no event shall the Fee be applied or credited in reduction of any principal, interest, or other sum payable hereunder; (2) The sum of two thousand five hundred and zero-and 00/100 Dollars ($2,500) shall be disbursed by Lender on behalf of Borrower and simultaneously paid to Lender (the “Prepaid Interest”) which shall be credited against interest payments due under the terms of the Note, as such interest payments become due; and (3) The sum of shall be disbursed by Lender on behalf of Borrower and simultaneously paid to Lender (the “Interest Reserve”). So long as no Event of Default has occurred and is continuing and no event with the passage of time and/or the giving of notice would constitute a default hereunder or under any other Loan Documents have occurred, Lender shall credit, the Interest Reserve towards the then due interest payment under the Note. At the time all or any portion of the Interest Reserve is advanced pursuant to this Subsection (e), then, Borrower’s obligation under the Note shall equal to each advance and interest shall be used charged on such advanced accordingly. Any missed debt service payments will constitute an Event of Default; and (4) The sum of seventy-five and 00/100 Dollars ($75.00) shall be disbursed on behalf of Borrower and simultaneously paid to finance Lender as non-refundable flood, tax, and insurance certificate fee (the Property “Flood, Tax, and for Insurance Certificate Fee”); and (5) The sum of thirty-nine and 50/100 Dollars ($39.50) shall be disbursed on behalf of Borrower and simultaneously paid to Lender as non-refundable credit report fee (the “Credit Report Fee”). (6) Lender’s advance of the Loan at closing shall be three million and 00/100 Dollars ($3,000,000.00). Payments of interest only, in arrears, of the principal amount of the Note, shall be due from Borrower on the first day of each and every month commencing on March 10, 2022 as more particularly set forth in the Note. In the event Borrower fails to make a payment within ten (10) days of the date such other purposes payment becomes due, Lender shall have the option, exercisable in its sole discretion, to require interest payments to be paid weekly, in arrears, on the Wednesday of each week during the term of the Loan. (7) The sum of eight hundred and uses 00/100 ($800.00) shall be disbursed on behalf of Borrower and simultaneously paid to Lender as may non-refundable processing fee (the “Processing Fee”); (8) The sum of zero and 00/100 () shall be permitted disbursed on behalf of Borrower and simultaneously paid to (the “Broker”) as non-refundable broker fee (the “Broker Fee”); (d) Each advance by Lender to Borrower under this Agreement shall be recorded on the books of Lender bearing Borrower’s name (hereinafter called “Borrower’s Account”). There shall also be recorded in Borrower’s Account all payments made by Borrower on such advances received by Lender at its office, proceeds of any collateral for the Loan received by Lender at its office, which are applied by Lender to the Advances made by it to Borrower pursuant to this Agreement, interest and expenses and other appropriate debits and credits as herein provided. (e) Lender shall not be required to make any advance of the Loan, if at the time of the requested advance: (i) Lender shall have determined that the undisbursed balance of the Loan plus any funds of Borrower is insufficient to fund completion of the project and Borrower is unable or unwilling to produce funds to cover the deficiency; or (ii) The Mortgaged Property has been materially damaged or destroyed by fire or any other casualty and the Borrower is unwilling or unable to repair same using funds other than the proceeds of the loan or insurance proceeds; or (iii) Any legal action is pending which may have a material adverse effect upon the ability of Borrower to complete the improvements to the Mortgaged Property; or (iv) Lender has not received all documentation and information Lender requires, in its sole discretion, to confirm that the Mortgaged Property can be developed in accordance with Borrower’s design guidelines and preliminary plat approval. No course of dealing between Borrower and Lender and no failure to require the satisfaction of any condition contained in this Section 1.01 shall operate as a waiver thereof as applied to any future advances: All amounts of the Loan Documents, shall be deemed advanced as described belowof the date hereof and shall bear interest at the rate set forth in the Note from the date hereof.

Appears in 1 contract

Samples: Loan Agreement (iCap Vault 1, LLC)

Loan. By and subject Subject to the terms of and conditions set ---- forth in this Loan Agreement and the other agreements, instruments, and documents at any time evidencing, securing, governing, guaranteeing, and/or pertaining to the Indebtedness, as hereinafter defined (collectively, together with this Loan Agreement, Lender referred to hereinafter as the "Loan Documents"), Bank and Borrower hereby agree as -------------- follows: Subject to the terms and conditions set forth herein, Bank agrees to lend to Borrower and an amount equal to $6,897,878.91; provided, however, the total principal amount outstanding at any time shall not exceed the Borrowing Base (as such term is defined hereinbelow) (the "Loan"). If at any time the ---- aggregate principal amount outstanding under the Loan shall exceed the Borrowing Base, unless Bank otherwise consents, Borrower agrees to borrow from Lender immediately repay to Bank such excess amount, plus all accrued but unpaid interest thereon. All sums advanced hereunder, together with all accrued but unpaid interest thereon, shall be due and payable in full at 11:00 a.m. (Dallas, Texas time) on December 31, 2000 (the principal sum of NINE MILLION FIVE HUNDRED EIGHTY-ONE THOUSAND AND NO/100 DOLLARS ($9,581,000.00) (“Loan”), said sum to be evidenced by a Promissory Note Secured by Deed of Trust of even date herewith (“Note”"Termination Date"). The Note shall be secured, in part, by that certain Construction Deed of Trust with Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing dated June 27, 2012, executed by Borrower, as trustor, to American Securities Company of Nevada, a Nevada corporation, as trustee, for the benefit of Lender, as beneficiary, and recorded on July 10, 2012 as Instrument No. 201207100000082 in the official records of Xxxxx County, Nevada (“Official Records”) as modified by that certain Modification Agreement (“Modification Agreement”) of even date herewith by and between Borrower and Lender, a memorandum (“Memorandum”) of which is being recorded concurrently herewith in the Official Records (as modified, and as hereafter amended, supplemented, replaced or modified, the “Deed of Trust”), encumbering certain real property and improvements as legally defined therein. The obligations of the Borrower sums advanced under the Loan will be guaranteed by XXXXXXX XXXXXXXXXX, an individual (“Xxxxxxxxxx”), XXXXXX XXXX, an individual (“Xxxx”), and AMERICAN ADDICTION CENTERS, INC., a Nevada corporation (“AAC” and, together with Xxxxxxxxxx and Xxxx individually and collectively, “Guarantor”) pursuant to that certain Repayment Guaranty of even date herewith (“Guaranty”). Amounts disbursed to or on behalf of Borrower pursuant to the Note shall ---------------- be used to finance the Property and for such other purposes and uses as may be permitted under this Agreement and the other Loan Documentsworking capital purposes. The term "Indebtedness", as used herein, shall mean the Loan and all ------------ other indebtedness owing from time to time to Bank by Borrower. As used in this Loan Agreement, the term "Borrowing Base" -------------- shall have the meaning set forth hereinbelow: An amount equal to eighty percent (80.0%) of Borrower's Eligible Accounts, plus twenty-five ---- percent (25.0%) of Borrower's Eligible Inventory; provided, however, the outstanding amount advanced with respect to Eligible Inventory at any time shall not exceed $1,000,000, plus one hundred ---- percent (100%) of the balance of cash and ninety percent (90.0%) of the value of U.S. Treasury securities, respectively, held in the securities account described below.in paragraph 3(d) hereof. --------------

Appears in 1 contract

Samples: Loan Agreement (Rf Monolithics Inc /De/)

Loan. By (a) Subject to all terms and subject to the terms conditions of this Agreement, Lender agrees to lend may loan to Borrower and Borrower agrees to may borrow from Lender the principal sum of Lender, from time to time, up to TWO MILLION NINE MILLION FIVE THOUSAND SIX HUNDRED EIGHTY-ONE THOUSAND FIFTY AND NO/100 00/100 U.S. DOLLARS ($9,581,000.002,009,650.00) (“Loan”), said sum . Said $2,009,650.00 is also sometimes referred to herein as the “Maximum Principal Amount”. (b) Advances made pursuant to this Section 1.01 shall be evidenced by a Promissory Note Secured by Deed of Trust of even date herewith (“the Note”). The Note , and shall be secured, in part, referred to as the ‘Obligations.” The aggregate of such advances under the Loan shall not exceed said Maximum Principal Amount. (c) Subject to a final closing statement prepared by that certain Construction Deed of Trust with Absolute Assignment of Leases Xxxxxx’s counsel and Rents, Security Agreement and Fixture Filing dated June 27, 2012, executed by Borrower, as trustor, to American Securities Company of Nevada, a Nevada corporation, as trustee, for the benefit of Lender, as beneficiary, and recorded on July 10, 2012 as Instrument No. 201207100000082 in the official records of Xxxxx County, Nevada Xxxxxxxx (“Official Records”) as modified by that certain Modification Agreement (“Modification Agreement”) of even date herewith by and between Borrower and Lender, a memorandum (“Memorandum”) of which is being recorded concurrently herewith in the Official Records (as modified, and as hereafter amended, supplemented, replaced or modified, the “Deed of TrustClosing Statement”), encumbering certain real property the Loan proceeds shall be disbursed as follows: (1) The sum of FORTY THOUSAND ONE HUNDRED NINETY THREE AND 00/100 DOLLARS ($40,193.00) shall be disbursed on behalf of Xxxxxxxx and improvements simultaneously paid to Lender as legally defined thereina fully earned, non- refundable fee (the “Fee) in consideration of Xxxxxx’s commitment to make the Loan on the terms and conditions stated herein. In no event shall the Fee be applied or credited in reduction of any principal, interest, or other sum payable hereunder; and (2) The obligations sum of TWO HUNDRED FORTY ONE THOUSAND ONE HUNDERD FIFTY EIGHT AND 00/100 DOLLARS ($241,158.00) shall be disbursed by Xxxxxx on behalf of Xxxxxxxx and simultaneously paid to Lender (the “Prepaid Interest Reserve”) which shall be credited against interest payments due under the terms of the Note, as such interest payments become due; and (3) The sum of TWO THOUSAND FIVE HUNDRED DOLLARS ($2,500.00) shall be disbursed by Xxxxxx on behalf of Borrower under and simultaneously paid to CHAR & XXXXXXXX, LLP, in payment of its document preparation fees, which fees are inclusive of and not in addition to the Loan will be guaranteed by XXXXXXX XXXXXXXXXX, an individual (“Xxxxxxxxxx”), XXXXXX XXXX, an individual (“Xxxx”), and AMERICAN ADDICTION CENTERS, INC., a Nevada corporation (“AAC” and, together with Xxxxxxxxxx and Xxxx individually and collectively, “Guarantor”) fees paid pursuant to that certain Repayment Guaranty Loan Agreement dated the date hereof between Borrower and Lender in the amount of even date herewith $339,000.00. (“Guaranty”). Amounts 4) The sum of FORTY THOUSAND ONE HUNDRED NINETY THREE AND 00/100 DOLLARS ($40,193.00) shall be disbursed to or on behalf of Borrower pursuant Xxxxxxxx and simultaneously paid to the Note ATLAS INVESTMENT GROUP as a fully earned commission. (5) The sum of ____________________________________ shall be used disbursed on behalf of the Borrower and simultaneously paid to finance ATLANTIS NATIONAL ORGANIZATION for title insurance related services. (6) The sum of ____________________________________ shall be disbursed on behalf of the Property Borrower and simultaneously paid to THE MCDONELL LAW FIRM for settlement agent and legal services on behalf of the lender. (7) The sum of SEVEN THOUSAND THREE HUNDRED SIXTY EIGHT AND 72/100 DOLLARS ($7,368.72) shall be distributed disbursed on behalf of the Borrower and simultaneously paid to Lender for per diem interest from 11/20/15 through 11/30/15. (d) Payments of interest only, in arrears, shall be due from Borrower on the first day of each and every month commencing on the first day of the month immediately following the first advances as more particularly set forth in the Note. In the event Borrower fails to make a payment within ten (10) days of the date such other purposes payment becomes due, Lender shall have the option, exercisable in its sole discretion, to require interest payments to be paid weekly, in arrears, on the Wednesday of each week during the term of the Loan. (e) If not sooner paid, all Obligations shall be due and uses as may be permitted under this Agreement and payable on the other Loan Documents, as described belowMaturity Date.

Appears in 1 contract

Samples: Loan Agreement (T.A.G. Acquisitions Ltd.)

Loan. By (a) Subject to the terms and subject conditions of this Agreement, and relying upon the representations and warranties set forth in this Agreement, Lender may, in Lender’s reasonable discretion, make loans to Borrower from time to time on or after the Effective Date (as defined in Section 4) until the earlier of (i) April 10th, 2016 (the “Termination Date”) and (ii) the termination of Lender’s commitment in accordance with the terms hereof. Each loan made by Lender to Borrower shall be referred to as an “Advance” and all Advances shall be referred to, collectively, as the “Loan”. The maximum aggregate principal amount of the Loan at any time outstanding shall not exceed $10,000,000 (the “Commitment”). Within the foregoing limits, Borrower may borrow, repay and re-borrow the Loan. This Agreement shall evidence Borrower’s obligation to pay to Lender, in accordance with the terms of this Agreement, the Loan outstanding from time to time and interest thereon. (b) Borrower shall give the Lender agrees an advance request, substantially in the form attached here to lend to Borrower and Borrower agrees to borrow from Lender the principal sum of NINE MILLION FIVE HUNDRED EIGHTY-ONE THOUSAND AND NO/100 DOLLARS as Exhibit A ($9,581,000.00) (an LoanAdvance Request”), said sum which may be by facsimile or other electronic transmission (if followed immediately by telephone confirmation), no later than noon (New York City time) on the third Business Day prior to be evidenced by a Promissory Note Secured by Deed the date of Trust of even date herewith (“Note”)the proposed Advance. The Note Each Advance Request shall be securedrevocable and shall specify, in part, by that certain Construction Deed of Trust with Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing dated June 27, 2012, executed by Borrower, as trustor, to American Securities Company of Nevadaamong other things, a Nevada corporation, as trustee, for description of use of the benefit proceeds of Lender, as beneficiary, and recorded on July 10, 2012 as Instrument No. 201207100000082 in the official records of Xxxxx County, Nevada (“Official Records”) as modified by that certain Modification Agreement (“Modification Agreement”) of even date herewith by and between Borrower and Lender, a memorandum (“Memorandum”) of which is being recorded concurrently herewith in the Official Records (as modified, and as hereafter amended, supplemented, replaced or modifiedsuch Advance, the “Deed of Trust”), encumbering certain real property and improvements as legally defined therein. The obligations amount of the Borrower under proposed Advance and the Loan will be guaranteed by XXXXXXX XXXXXXXXXX, an individual (“Xxxxxxxxxx”), XXXXXX XXXX, an individual (“Xxxx”), and AMERICAN ADDICTION CENTERS, INC., a Nevada corporation (“AAC” and, together with Xxxxxxxxxx and Xxxx individually and collectivelyproposed date of such Advance. For purposes of this Agreement, “Guarantor”) pursuant to Business Day” means a day that certain Repayment Guaranty is not a Saturday, Sunday or legal holiday on which Lender is not open for business in New York City. Borrower shall have the right to, at any time, withdraw such Advance Request or extend the date of even date herewith (“Guaranty”). Amounts disbursed to the requested Advance as long as it reimburses Lender for its actual and out-of-pocket reasonable expenses incurred by Lender in connection with such withdrawal or on behalf of Borrower pursuant to the Note shall be used to finance the Property and for such other purposes and uses as may be permitted under this Agreement and the other Loan Documents, as described belowextension.

Appears in 1 contract

Samples: Note and Security Agreement (Pedevco Corp)

Loan. By and subject (a) Subject to the terms and conditions of this ---- Agreement, Lender agrees to lend to on the Initial Funding Date, and on each subsequent Funding Date, the Borrower and Borrower hereby agrees to borrow from Lender and Lender hereby agrees to lend to the principal sum Borrower on a best reasonable efforts basis up to $5,000,000.00 in one or more Advances, provided that the Loan Balance both prior to and following any Advance shall not exceed the lesser of NINE MILLION FIVE HUNDRED EIGHTY-ONE THOUSAND AND NO/100 DOLLARS ($9,581,000.00x) 70% of the Market Value of the Collateral and (“Loan”), said sum to y) the Maximum Facility Balance. The Loan shall be evidenced by a Promissory Note the Secured by Deed of Trust of even date herewith (“Note”). The Note Loan shall be securedcollateralized by, in part, by that certain Construction Deed of Trust with Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing dated June 27, 2012, executed by Borroweramong other things the Collateral, as trustor, set forth in Section 4. Prior to American Securities Company of Nevada, a Nevada corporation, as trustee, for making the benefit of Lender, as beneficiary, and recorded Advance on July 10, 2012 as Instrument No. 201207100000082 in the official records of Xxxxx County, Nevada (“Official Records”) as modified by that certain Modification Agreement (“Modification Agreement”) of even date herewith by and between Borrower and Lender, a memorandum (“Memorandum”) of which is being recorded concurrently herewith in the Official Records (as modified, and as hereafter amended, supplemented, replaced or modifiedInitial Funding Date, the “Deed of Trust”), encumbering certain real property Borrower shall fulfill the following conditions precedent: (i) The representations and improvements as legally defined therein. The obligations warranties of the Borrower under in Section 5 hereof shall be true and correct: (ii) No Event of Default or Unmatured Event of Default shall have occurred and be continuing; (iii) The Borrower shall have delivered to the Loan will be guaranteed Lender the certificate or certificates evidencing the Subordinate Certificates as applicable, with all necessary bond powers or transfer instruments executed in blank or in the name specified by XXXXXXX XXXXXXXXXX, an individual (“Xxxxxxxxxx”), XXXXXX XXXX, an individual (“Xxxx”)the Lender by the appropriate officers of the Borrower, and AMERICAN ADDICTION CENTERS, INC., a Nevada corporation (“AAC” and, together with Xxxxxxxxxx and Xxxx individually and collectively, “Guarantor”) pursuant such other documents as may be required to that certain Repayment Guaranty transfer the Subordinate Certificates of even date herewith (“Guaranty”). Amounts disbursed to or on behalf of Borrower record pursuant to the Note Pooling and Servicing Agreement and/or as the Lender shall be used require to finance perfect its first priority security interest in the Property Subordinate Certificates, including, without limitation, signature guarantees; (iv) The Lender shall have received a certificate of the Secretary of the Borrower certifying as to the following: (A) its certificate of incorporation, (B) its bylaws, (C) the resolutions of its board of directors approving the definitive agreements, documents, and instruments necessary to consummate the transactions contemplated hereby, and (D) the names and true signatures of the officers authorized on its behalf to sign the definitive agreements, documents and instruments; (v) The Lender shall have received a good standing certificate (or its equivalent) for the Borrower issued by the Secretary of State of the jurisdiction of the Borrower's incorporation; (vi) The Lender shall have received a search report provided in writing to the Lender by one of the national UCC search firms, listing all effective financing statements that name the Borrower as debtor or seller and that are filed in the jurisdiction of the Borrower's chief executive offices and in such other purposes and uses jurisdictions as may be permitted under the Lender shall request; (viii) The Lender shall have received an original fully executed copy of this Agreement and the other Loan DocumentsSecured Note; (ix) The Lender shall have received acknowledgment copies of effective financing statements of the Borrower (Form UCC-1 or Form UCC-3, as appropriate), filed on or prior to the date of the Loan and naming the Borrower, as "debtor," the Lender, as "secured party," and describing the Collateral as the "collateral"; (x) The Lender shall have received such other and further documents and legal opinions as the Lender in its sole discretion shall require; and (xi) The Lender shall receive the following, each dated as of such date and in form and substance satisfactory to the Lender and its counsel: (1) Favorable authority and enforceability opinions of counsel to the Borrower concerning this Agreement and the Secured Note; and (2) Favorable security interest opinions of counsel to the Borrower concerning the Collateral pledged hereunder. (xii) The Borrower shall have delivered evidence sufficient to the satisfaction of the Lender, in its sole discretion, that the amount of such requested Advance is necessary to the extent that the Borrower does not have sufficient cash, in excess of reasonable reserves that are established by Borrower in its annual business plan and that are reasonably acceptable to Lender, available in its operation or investment accounts to fund the retention by the Borrower of the Subordinate Certificates absent such requested Advance. (b) Prior to making an Advance on each subsequent Funding Date, the Borrower shall fulfill the following conditions precedent: (i) The representations and warranties of the Borrower in Section 5 hereof shall be true and correct: (ii) No Event of Default or Unmatured Event of Default shall have occurred and be continuing; (iii) The Borrower shall have delivered to the Lender the certificate or certificates evidencing the Subordinate Certificates, with all necessary bond powers or transfer instruments executed in blank or in the name specified by the Lender by the appropriate officers of the Borrower, and such other documents as may be required to transfer the Subordinate Certificates of record pursuant to the Pooling and Servicing Agreement and/or as the Lender shall require to perfect its first priority security interest in the Subordinate Certificates, including, without limitation, signature guarantees; (A) The Borrower shall have (1) notified the Trustee in connection with the related Securitization Transactions of the pledge of the Subordinate Certificates hereunder and (2) instructed the Trustee to pay all amounts payable to the holders of the Subordinate Certificates to an account specified by the Lender, and (B) the Trustee shall have acknowledged in writing the instructions set forth in clause (A) above, and a copy of the fully executed Instruction Letter shall be delivered to the Lender; (v) The Lender shall have received acknowledgment copies of effective financing statements of the Borrower (Form UCC-1 or Form UCC-3, as appropriate), filed on or prior to the date of the Loan and naming the Borrower, as "debtor," the Lender, as "secured party," and describing the Collateral as the "collateral"; and (vi) No Capital Markets Transaction shall have occurred. (vii) The Borrower shall have delivered evidence sufficient to the satisfaction of the Lender, in its sole discretion, that the amount of such requested Advance is necessary to the extent that the Borrower does not have sufficient cash, in excess of reasonable reserves that are established by Borrower in its annual business plan and that are reasonably acceptable to Lender, available in its operating or investment accounts to fund the retention by the Borrower of the Subordinate Certificates absent such requested Advance. (c) No Advance shall be made hereunder following the first anniversary of the Initial Funding Date. (d) The Loan shall mature and shall be due and payable in full, together with accrued and unpaid interest thereon at the Interest Rate, on the Maturity Date, unless all amounts due and payable hereunder are earlier declared due and payable as provided herein. (e) The Borrower shall timely make any payment of interest and principal and any other sum which becomes due and payable, whether by acceleration or otherwise (including any mandatory prepayment), under the terms of this Agreement and the Secured Note and under any other document evidencing or securing Indebtedness of the Borrower to the Lender or any of the Lender's affiliates. (f) If no Event of Default shall have occurred, on each Payment Date all amounts received (i) from the Trustee with respect to the Collateral on such Payment Date and (ii) from the Borrower in connection herewith (in either case, the "Cash Receipts") shall be applied without duplication, as follows: ------------- (i) first, to the Lender the amount required to pay or reimburse ----- the Lender for any fees or expenses owing to Lender hereunder; (ii) second, to the Lender the amount required to pay the Interest ------ Amount; (iii) third, to the Lender the amount required to pay the Monthly ----- Principal Payment; (iv) fourth, if the Loan Balance is greater than zero and there exists ------ a Margin Deficit, to the Lender in reduction of the Loan Balance, the lesser of (x) any and all remaining amounts, and (y) the Margin Deficit; and (v) fifth, to the Borrower (by wire transfer on such Payment Date ----- pursuant to instructions provided to the Lender at least one (1) Business Day prior to such Payment Date) any and all remaining amounts, if any; provided, however, that if the Borrower do not notify the Lender at least one (1) Business Day prior to such Payment Date as to the amount to be remitted to the Borrower pursuant to this clause fifth and Cash Receipts from the Trustee ----- are not received by noon, New York City time, on such Payment Date, the Lender shall make such remittance on the Business Day following the date on which the Lender receives such Cash Receipts. (g) In the event that the Cash Receipts on any Payment Date are not sufficient to make a full payment of the amounts set forth in clauses (i) through (iv) of Section 2(f), the Borrower shall immediately pay to the Lender on the applicable Payment Date the amount of such deficiency (which amount shall be treated hereunder as a Cash Receipt). (h) If the Borrower shall have paid or agreed to pay any interest on the Facility Balance in excess of that permitted by law, then it is the express intent of the parties hereto with respect thereto that (i) to the extent possible given the term of the Facility Balance, all excess amounts previously paid or to be paid by the Borrower be applied to reduce the Facility Balance and the provisions thereof immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, without the necessity of the execution of any new document, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder, and (ii) to the extent that the reduction of the Facility Balance and the reformation of the provisions thereof described belowin the immediately preceding clause (i) are not possible given the term of the Facility Balance, such excess amount shall be deemed to have been paid with respect to the Facility Balance as a result of an error and upon the Lender obtaining actual knowledge of an error, such amount shall be refunded to the Borrower. (i) At the Lender's option, all proceeds from the Borrower's material debt market transactions other than home equity loan securitizations in the normal course of the Borrower's business (a "Capital Markets Transaction") shall be applied toward payment of the Secured Note. (j) If the Facility Balance shall not have been repaid prior to the Step-up Date, the Borrower agrees to pay to the Lender on the Step-up Date by wire transfer of immediately available funds an additional fee in the amount of [1.50%] times the amount of the Maximum Facility Balance.

Appears in 1 contract

Samples: Subordinate Certificate Financing Agreement (BNC Mortgage Inc)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!