Loans-General. (a) Subject to the terms and conditions set forth in this Agreement, at any time and from time to time from the Closing Date through and including the Maturity Date, each Lender shall, pro rata according to that Lender's Pro Rata Share of the then applicable Commitment, make Advances in Dollars to Borrowers in such amounts as any Borrower may request PROVIDED that (a) giving effect to such Advances, the aggregate principal amount of the outstanding Loans shall not exceed the Commitment at any time, (b) without the consent of all of the Lenders, the aggregate principal amount of the outstanding Loans to Marina plus the outstanding principal amount of the loans outstanding to Marina under the Five Year Commitment shall not exceed Marina's Aggregate Sublimit at any time, and (c) without the consent of all of the Lenders, the aggregate principal amount of the outstanding Loans to each Borrower hereafter designated as such pursuant to Section 2.6 plus the outstanding principal amount of the loans outstanding to such Borrower under the Five Year Commitment shall not exceed that Borrower's Aggregate Sublimit at any time. Subject to the limitations set forth herein, each of the Borrowers may borrow, repay and reborrow under the Commitment without premium or penalty. (b) Subject to the next sentence, each Loan shall be made pursuant to a Request for Loan executed by the relevant Borrower which shall specify the requested (i) date of such Loan, (ii) type of Loan, (iii) amount of such Loan, and (iv) in the case of a Eurodollar Rate Loan, the Eurodollar Period for such Loan. Unless the Administrative Agent has notified, in its sole and absolute discretion, Borrowers to the contrary, a Loan may be requested by telephone by a Responsible Official of any Borrower, in which case that Borrower shall confirm such request by promptly delivering a Request for Loan in person or by telecopier conforming to the preceding sentence to the Administrative Agent. The Administrative Agent shall incur no liability whatsoever hereunder in acting upon any telephonic request for loan purportedly made by a Responsible Official of a Borrower, and each Borrower hereby jointly and severally (but as between Borrowers, ratably) agrees to indemnify the Administrative Agent from any loss, cost, expense or liability as a result of so acting. (c) Promptly following receipt of a Request for Loan, the Administrative Agent shall notify each Lender by telephone or telecopier (and if by telephone, promptly confirmed by telecopier) of the identity of the relevant Borrower, the date and type of the Loan, the applicable Eurodollar Period, and that Lender's Pro Rata Share of the Loan. Not later than 11:00 a.m., California local time, on the date specified for any Loan (which must be a Business Day), each Lender shall make its Pro Rata Share of the Loan in immediately available funds available to the Administrative Agent at the Administrative Agent's Office. Upon satisfaction or waiver of the applicable conditions set forth in Article 8, all Advances shall be credited on that date in immediately available funds to the Designated Deposit Account. (d) Unless the Requisite Lenders otherwise consent, each Loan shall be an integral multiple of $1,000,000 and shall be not less than $10,000,000. (e) The Advances made by each Lender to each Borrower shall be evidenced by a Note issued by that Borrower and made payable to that Lender. (f) A Request for Loan shall be irrevocable upon the Administrative Agent's first notification thereof. (g) If no Request for Loan (or telephonic request for loan referred to in the second sentence of Section 2.1(b), if applicable) has been made within the requisite notice periods set forth in Sections 2.2 or 2.3 in connection with a Loan which, if made and giving effect to the application of the proceeds thereof, would not increase the outstanding principal Indebtedness evidenced by the Notes of the relevant Borrower, then that Borrower shall be deemed to have requested, as of the date upon which the related then outstanding Loan is due pursuant to Section 3.1(e)(i), a Base Rate Loan in an amount equal to the amount necessary to cause the outstanding principal Indebtedness evidenced by its Notes to remain the same and the Lenders shall make the Advances necessary to make such Loan notwithstanding Sections 2.1(b), 2.2 and 2.3.
Appears in 1 contract
Loans-General. (a) Subject to the terms and conditions set forth in this Agreement, at any time and from time to time from the Closing Date through and including the Business Day immediately prior to the Maturity Date, each Lender shall, pro rata according to that Lender's Pro Rata Share of the then applicable Revolving Commitment, make Advances in Dollars to Borrowers the Borrower under the Revolving Commitment in such amounts as any the Borrower may request PROVIDED that do not result in (ai) giving effect to such Advances, the Outstanding Obligations being in excess of the aggregate principal amount then effective Commitments, or (ii) the Outstanding Obligations owed to that Lender under the Revolving Commitment being in excess of that Lender's Pro Rata Share of the outstanding Loans shall not exceed the Commitment at any time, (b) without the consent of all of the Lenders, the aggregate principal amount of the outstanding Loans to Marina plus the outstanding principal amount of the loans outstanding to Marina under the Five Year Commitment shall not exceed Marina's Aggregate Sublimit at any time, and (c) without the consent of all of the Lenders, the aggregate principal amount of the outstanding Loans to each Borrower hereafter designated as such pursuant to Section 2.6 plus the outstanding principal amount of the loans outstanding to such Borrower under the Five Year Commitment shall not exceed that Borrower's Aggregate Sublimit at any timeRevolving Commitment. Subject to the limitations set forth herein, the Advances by each Lender under its Pro Rata Share of the Borrowers Revolving Commitment may borrow, repay and reborrow under the Commitment be prepaid without premium or penalty.
(b) Subject to the terms and conditions set forth in this Agreement, at any time and from time to time from the Closing Date through the Business Day immediately prior to the Maturity Date, each Lender shall, pro rata according to that Lender's Pro Rata Share of the then applicable Tax Exempt Commitment, make Advances to the Borrower under the Tax Exempt Commitment in such amounts as the Borrower may request that do not result in (i) the Outstanding Obligations being in excess of the aggregate then effective Commitments, or (ii) the Outstanding Obligations owed to that Lender under the Tax Exempt Commitment being in excess of that Lender's Pro Rata Share of the Tax Exempt Commitment. Subject to the limitations set forth herein, the Advances by each Lender under its Pro Rata Share of the Tax Exempt Commitment may be prepaid or repaid without premium or penalty, but no portion of the Loans under the Tax Exempt Commitment which is repaid may be reborrowed.
(c) Subject to the next sentence, each Loan shall be made pursuant to a Request for Loan executed by the relevant Borrower which shall specify the requested (i) date of such Loan, (ii) type of Loan, (iii) amount of such Loan, and (iv) whether the requested Loan is under the Revolving Commitment or the Tax Exempt Commitment, (v) in the case of a Eurodollar Rate LIBOR Loan, the Eurodollar LIBOR Period for such Loan, and (vi) in the case of a Tax Exempt Loan, the Tax Exempt Period for such Loan. Unless the Administrative Agent has notifiedAgent, in its sole and absolute discretion, Borrowers has notified the Borrower to the contrary, a Loan may be requested by telephone by a Responsible Official an Authorized Officer of any the Borrower, in which case that the Borrower shall confirm such request by promptly delivering a Request for Loan in person or by telecopier conforming to the preceding sentence to the Administrative Agent. The Administrative Agent shall incur no liability whatsoever hereunder in acting upon any telephonic request for loan purportedly made by a Responsible Official an Authorized Officer of a the Borrower, and each the Borrower hereby jointly and severally (but as between Borrowers, ratably) agrees to indemnify the Administrative Agent each Creditor from any loss, cost, expense or liability as a result of so acting.
(cd) Promptly following receipt of a Request for Loan, the Administrative Agent shall notify each Lender by telephone or telecopier (and if by telephone, promptly confirmed by telecopier) of the identity of the relevant Borrower, the date and type of the Loan, the any applicable Eurodollar LIBOR Period, and that Lender's Pro Rata Share of the Loan. Not later than 11:00 a.m., California local time, on the date specified for any Loan (which must be a Business Day), each Lender shall make its Pro Rata Share of the Loan in immediately available funds available to the Administrative Agent at the Administrative Agent's Office. Upon satisfaction or waiver of the applicable conditions set forth in Article 810, all Advances shall be credited on that date in immediately available funds to the Designated Deposit AccountAccount for the Borrower.
(de) Unless the Requisite Lenders otherwise consent, each Loan shall be in an integral multiple of $1,000,000 and shall be which is not less than $10,000,0005,000,000.
(ef) The Advances made by each Lender to each Borrower under its Pro Rata Share of the Revolving Commitment shall be evidenced by a Note issued that Lender's Revolving Note. The Advances made by each Lender under its Pro Rata Share of the Tax Exempt Commitment shall be evidenced by that Borrower and made payable to that Lender's Tax Exempt Note.
(fg) A Request for Loan shall be irrevocable upon the Administrative Agent's first notification thereof.
(gh) If no Request for Loan (or telephonic request for loan Loan referred to in the second sentence of Section 2.1(b2.1(c), if applicable) has been made within the requisite notice periods set forth in Sections Section 2.2 or 2.3 in connection with a Loan which, if made and giving effect prior to the application end of the proceeds thereof, would not increase the outstanding principal Indebtedness evidenced by the Notes of the relevant BorrowerLIBOR Period for any LIBOR Loan, then that Borrower on the last day of such LIBOR Period, such LIBOR Loan shall be deemed to have requested, as of the date upon which the related then outstanding Loan is due pursuant to Section 3.1(e)(i), automatically converted into a Base Rate Loan in an amount equal the same amount.
(i) If a Loan is to be made on the same date that another Loan is due and payable, the Borrower or the Lenders (as the case may be) shall upon the request of the Administrative Agent make available to the Administrative Agent the net amount necessary of funds (giving effect to cause both such Loans) and the outstanding principal Indebtedness evidenced by its Notes to remain effect for purposes of this Agreement shall be the same and the Lenders shall make the Advances necessary as if separate transfers of funds had been made with respect to make each such Loan notwithstanding Sections 2.1(b), 2.2 and 2.3Loan.
Appears in 1 contract
Samples: Loan Agreement (Mississippi Band of Choctaw Indians Dba Choctaw RSRT DVLP E)
Loans-General. (a) Subject to the terms and conditions set forth in this Agreement, at any time and from time to time from the Closing Date through and including the Banking Day immediately prior to the Maturity Date, each Lender Bank shall, pro rata according to that LenderBank's Pro Rata Share of the then applicable Commitment, make Advances in Dollars to Borrowers Borrower under the Commitment in such amounts as any Borrower may request PROVIDED that do not result in the sum of (ai) giving effect to such Advances, the aggregate principal ------ amount outstanding under the Notes, plus (ii) the Aggregate Effective ---- Amount of all outstanding Letters of Credit plus (iii) the outstanding Loans Swing Line ---- Outstandings exceeding the then applicable Commitment. Prior to the Completion Date, Borrower may borrow, but may not repay and reborrow under the Commitment (provided that this sentence shall not exceed restrict the Commitment at any timeability -------- of Borrower prior to the Completion Date to redesignate an outstanding Loan as an Alternate Base Loan or as a Eurodollar Rate Loan with the same or a different Interest Period). Subsequent to the Completion Date, (b) without the consent of all of the Lenders, the aggregate principal amount of the outstanding Loans to Marina plus the outstanding principal amount of the loans outstanding to Marina under the Five Year Commitment shall not exceed Marina's Aggregate Sublimit at any time, and (c) without the consent of all of the Lenders, the aggregate principal amount of the outstanding Loans to each Borrower hereafter designated as such pursuant to Section 2.6 plus the outstanding principal amount of the loans outstanding to such Borrower under the Five Year Commitment shall not exceed that Borrower's Aggregate Sublimit at any time. Subject subject to the limitations set forth herein, each of the Borrowers Borrower may borrow, repay and reborrow under the Commitment without premium or penalty.
(b) Subject to the next sentence, each Loan shall be made pursuant to a Request for Loan executed by the relevant Borrower which shall specify the requested (i) date of such Loan, (ii) type of Loan, (iii) amount of such Loan, and (iv) in the case of a Eurodollar Rate Loan, the Eurodollar Interest Period for such Loan. Unless the Administrative Managing Agent has notified, in its sole and absolute discretion, Borrowers Borrower to the contrary, a Loan may be requested by telephone by a Responsible Official of any Borrower, in which case that Borrower shall confirm such request by promptly delivering a Request for Loan in person or by telecopier conforming to the preceding sentence to the Administrative Managing Agent. The Administrative Managing Agent shall incur no liability whatsoever hereunder in acting upon any telephonic request for loan Loan purportedly made by a Responsible Official of a Borrower, and each Borrower hereby jointly and severally (but as between Borrowers, ratably) agrees to indemnify the Administrative Managing Agent from any loss, cost, expense or liability as a result of so acting.
(c) Promptly following receipt of a Request for Loan, the Administrative Managing Agent shall notify each Lender Bank by telephone or telecopier (and if by telephone, promptly confirmed by telecopier) of the identity of the relevant Borrower, the date and type of the Loan, the applicable Eurodollar Interest Period, and that LenderBank's Pro Rata Share of the Loan. Not later than 11:00 a.m., California local time, on the date specified for any Loan (which must be a Business Banking Day), each Lender Bank shall make its Pro Rata Share of the Loan in immediately available funds available to the Administrative Managing Agent at the Administrative Managing Agent's Office. Upon satisfaction or waiver of the applicable conditions set forth in Article 89, all Advances shall be credited on that date in immediately --------- available funds to the Designated Deposit Account.
(d) Unless the Requisite Lenders Banks otherwise consent, each Loan shall be an integral multiple of $1,000,000 and shall be not less than $10,000,0005,000,000.
(e) The Advances made by each Lender to each Borrower Bank shall be evidenced by a Note issued by that Borrower and made payable to that LenderBank's Note.
(f) A Request for Loan shall be irrevocable upon the Administrative Managing Agent's first notification thereof.
(g) If no Request for Loan (or telephonic request for loan Loan referred to in the second sentence of Section 2.1(b), if applicable) has been made within ------ the requisite notice periods set forth in Sections Section 2.2 or 2.3 in connection with a Loan which, if made and giving effect prior to the application --- --- end of the proceeds thereof, would not increase the outstanding principal Indebtedness evidenced by the Notes of the relevant BorrowerInterest Period for any Eurodollar Rate Loan, then that Borrower on the last day of such Interest Period, such Eurodollar Rate Loan shall be deemed to have requested, as of the date upon which the related then outstanding Loan is due pursuant to Section 3.1(e)(i), a automatically converted into an Alternate Base Rate Loan in an amount equal the same amount.
(h) If a Loan is to be made on the same date that another Loan is due and payable, Borrower or the Banks, as the case may be, shall make available to the Managing Agent the net amount necessary of funds giving effect to cause both such Loans and the outstanding principal Indebtedness evidenced by its Notes to remain effect for purposes of this Agreement shall be the same and the Lenders shall make the Advances necessary as if separate transfers of funds had been made with respect to make each such Loan notwithstanding Sections 2.1(b), 2.2 and 2.3Loan.
Appears in 1 contract
Loans-General. (a) Subject to the terms and conditions set forth in this Agreement, at any time and from time to time from commencing on the Closing Date through and including the Tranche A Maturity Date, each Lender shall, pro rata according to that Lender's Pro Rata Share of the then applicable Tranche A Commitment, make Advances in Dollars to Borrowers Borrower under the Tranche A Commitment in such amounts as any Borrower may request PROVIDED that (a) giving effect to such Advances, do not result in the aggregate principal amount of outstanding under the outstanding Loans shall not Tranche A Notes to exceed the Commitment at any time, (b) without the consent of all of the Lenders, the aggregate principal amount of the outstanding Loans to Marina plus the outstanding principal amount of the loans outstanding to Marina under the Five Year Commitment shall not exceed Marina's Aggregate Sublimit at any time, and (c) without the consent of all of the Lenders, the aggregate principal amount of the outstanding Loans to each Borrower hereafter designated as such pursuant to Section 2.6 plus the outstanding principal amount of the loans outstanding to such Borrower under the Five Year Commitment shall not exceed that Borrower's Aggregate Sublimit at any timeTranche A Commitment. Subject to the limitations set forth herein, each of the Borrowers Borrower may borrow, repay and reborrow under the Tranche A Commitment without premium or penalty.
(b) Subject to the next sentenceterms and conditions set forth in this Agreement, at any time and from time to time commencing on the Closing Date through the Tranche B Conversion Date, each Lender shall, pro rata according to that Lender's Pro Rata Share of the then applicable Tranche B Commitment, make Advances to Borrower under the Tranche B Commitment in such amounts as Borrower may request that do not result in the aggregate principal amount outstanding under the Tranche B Notes to exceed the Tranche B Commitment. Subject to the limitations set forth herein, Borrower may borrow, repay and reborrow under the Tranche B Commitment without premium or penalty.
(c) Subject to the terms and conditions set forth in this Agreement, at any time and from time to time commencing on the Closing Date through the Tranche C Maturity Date, each Lender shall, pro rata according to that Lender's Pro Rata Share of the then applicable Tranche C Commitment, make Advances to Borrower under the Tranche C Commitment in such amounts as Borrower may request that do not result in the sum of (i) the aggregate principal amount outstanding under the Tranche C Notes plus (ii) the aggregate principal amount outstanding under the Bid Option Advance Notes plus (iii) the Aggregate Effective Amount of all outstanding Letters of Credit to exceed the Tranche C Commitment. Subject to the limitations set forth herein, Borrower may borrow, repay and reborrow under the Tranche C Commitment without premium or penalty.
(d) Each Loan shall be made pursuant to a Request for Loan executed by the relevant Borrower which shall specify the requested (i) date of such Loan, (ii) type of Loan, (iii) amount of such Loan, and (iv) in the case of a Eurodollar Rate Loan, the Eurodollar Period for such Loan. Unless the Administrative Agent has notified, in its sole and absolute discretion, Borrowers to the contrary, a Loan may be requested by telephone by a Responsible Official of any Borrower, in which case that Borrower shall confirm such request by promptly delivering a Request for Loan in person or by telecopier conforming to the preceding sentence to the Administrative Agent. The Administrative Agent shall incur no liability whatsoever hereunder in acting upon any telephonic request for loan purportedly made by a Responsible Official of a Borrower, and each Borrower hereby jointly and severally (but as between Borrowers, ratably) agrees to indemnify the Administrative Agent from any loss, cost, expense or liability as a result of so acting.
(c) Promptly following receipt of a Request for Loan, the Administrative Agent shall notify each Lender by telephone or telecopier (and if by telephone, promptly confirmed by telecopier) of the identity of the relevant Borrower, the date and type of the Loan, the applicable Eurodollar Period, and that Lender's Pro Rata Share of the Loan. Not later than 11:00 a.m., California local time, on the date specified for any Loan (which must be a Business Day), each Lender shall make its Pro Rata Share of the Loan in immediately available funds available to the Administrative Agent at the Administrative Agent's Office. Upon satisfaction or waiver of the applicable conditions set forth in Article 8, all Advances shall be credited on that date in immediately available funds to the Designated Deposit Account.
(d) Unless the Requisite Lenders otherwise consent, each Loan shall be an integral multiple of $1,000,000 and shall be not less than $10,000,000.
(e) The Advances made by each Lender to each Borrower shall be evidenced by a Note issued by that Borrower and made payable to that Lender.
(f) A Request for Loan shall be irrevocable upon the Administrative Agent's first notification thereof.
(g) If no Request for Loan (or telephonic request for loan referred to in the second sentence of Section 2.1(b), if applicable) has been made within the requisite notice periods set forth in Sections 2.2 or 2.3 in connection with a Loan which, if made and giving effect to the application of the proceeds thereof, would not increase the outstanding principal Indebtedness evidenced by the Notes of the relevant Borrower, then that Borrower shall be deemed to have requested, as of the date upon which the related then outstanding Loan is due pursuant to Section 3.1(e)(i), a Base Rate Loan in an amount equal to the amount necessary to cause the outstanding principal Indebtedness evidenced by its Notes to remain the same and the Lenders shall make the Advances necessary to make such Loan notwithstanding Sections 2.1(b), 2.2 and 2.3.,
Appears in 1 contract
Samples: Revolving Loan Agreement (Usec Inc)
Loans-General. (a) Subject to the terms and conditions set forth in this Agreement, at any time and from time to time from the Closing Date through and including the Maturity Date, each Lender shall, pro rata according to that Lender's Pro Rata Share of the then applicable Revolving Commitment, make Advances in Dollars to Borrowers Borrower under the Revolving Commitment in such amounts as any Borrower may request PROVIDED that do not result in the sum of (ai) giving effect to such Advances, the aggregate principal amount outstanding under the Revolving Notes and (ii) the Aggregate Effective Amount of the all outstanding Loans shall not Letters of Credit to exceed the Commitment at any time, (b) without the consent of all of the Lenders, the aggregate principal amount of the outstanding Loans to Marina plus the outstanding principal amount of the loans outstanding to Marina under the Five Year Commitment shall not exceed Marina's Aggregate Sublimit at any time, and (c) without the consent of all of the Lenders, the aggregate principal amount of the outstanding Loans to each Borrower hereafter designated as such pursuant to Section 2.6 plus the outstanding principal amount of the loans outstanding to such Borrower under the Five Year Commitment shall not exceed that Borrower's Aggregate Sublimit at any timeRevolving Commitment. Subject to the limitations set forth herein, each of the Borrowers Borrower may borrow, repay and reborrow under the Revolving Commitment without premium or penalty.
(b) Subject to the terms and conditions set forth in this Agreement, on the Closing Date, each Lender shall, pro rata according to that Lender's Pro Rata Share of the Term Commitment, make an Advance to Borrower under the Term Commitment such that the aggregate of all such Advances equals the Term Commitment. Amounts repaid under the Term Commitment may not be reborrowed.
(c) Subject to the next sentence, each Loan shall be made pursuant to a Request for Loan executed by the relevant Borrower which shall specify the requested (i) date of such Loan, (ii) type of Loan, (iii) amount of such Loan, and (iv) in the case of a Eurodollar Rate Loan, the Eurodollar Period for such Loan. Unless the Administrative Agent has notified, in its sole and absolute discretion, Borrowers Borrower to the contrary, a Loan may be requested by telephone by a Responsible Official of any Borrower, in which case that Borrower shall confirm such request by promptly delivering a Request for Loan (conforming to the preceding sentence) in person or by telecopier conforming to the preceding sentence to the Administrative Agent. The Administrative Agent shall incur no liability whatsoever hereunder in acting upon any telephonic request for loan Loan purportedly made by a Responsible Official of a Borrower, and each Borrower hereby jointly and severally (but as between Borrowers, ratably) agrees to indemnify the Administrative Agent from any loss, cost, expense or liability as a result of so acting.
(cd) Promptly following receipt of a Request for Loan, the Administrative Agent shall notify each Lender by telephone or telecopier (and if by telephone, promptly confirmed by telecopier) of the identity of the relevant Borrower, the date and type of the 37 Loan, the applicable Eurodollar Period, and that Lender's Pro Rata Share of the Loan. Not later than 11:00 10:00 a.m., California local time, on the date specified for any Loan (which must be a Business Banking Day), each Lender shall make its Pro Rata Share of the Loan in immediately available funds available to the Administrative Agent at the Administrative Agent's Office. Upon satisfaction or waiver of the applicable conditions set forth in Article 8, all Advances shall be credited on that date in immediately available funds to the Designated Deposit Account.
(de) Unless the Requisite Lenders otherwise consent, each Alternate Base Rate Loan shall be an integral multiple of $1,000,000 and shall be not less than $10,000,0001,000,000 and in an integral multiple of $100,000 and each Eurodollar Rate Loan shall be not less than $3,000,000 and in an integral multiple of $1,000,000.
(ef) Notwithstanding Section 2.1(c), during the period commencing on the Closing Date and ending on the earlier of (i) six (6) months after the Closing Date or (ii) the completion of the syndication process referred to in Section 5.14, Borrower may not request a Eurodollar Rate Loan with a Eurodollar Period longer than one (1) month.
(g) The Advances made by each Lender to each Borrower under the Revolving Commitment shall be evidenced by a Note issued that Lender's Revolving Note. The Advances made by each Lender under the Term Commitment shall be evidenced by that Borrower and made payable to that Lender's Term Note.
(fh) A Request for Loan shall be irrevocable upon the Administrative Agent's first notification thereof.
(gi) If no Request for Loan (or telephonic request for loan Loan referred to in the second sentence of Section 2.1(b2.1(c), if applicable) has been made within the requisite notice periods set forth in Sections Section 2.2 or 2.3 in connection with a Loan which, if made and giving effect prior to the application end of the proceeds thereof, would not increase the Eurodollar Period for any outstanding principal Indebtedness evidenced by the Notes of the relevant BorrowerEurodollar Rate Loan, then that Borrower on the last day of such Eurodollar Period, such Eurodollar Rate Loan shall be deemed to have requested, as of the date upon which the related then outstanding Loan is due pursuant to Section 3.1(e)(i), a automatically converted into an Alternate Base Rate Loan in an amount equal to the amount necessary to cause the outstanding principal Indebtedness evidenced by its Notes to remain the same and the Lenders shall make the Advances necessary to make such Loan notwithstanding Sections 2.1(b), 2.2 and 2.3amount.
Appears in 1 contract
Loans-General. (a) Subject to the terms and conditions set forth in this Agreement, at any time and from time to time from the Closing Date through and including the Line A Maturity Date, each Lender shall, pro rata according to that Lender's Pro Rata Share of the then applicable Line A Commitment, make Advances in Dollars to Borrowers Borrower under the Line A Commitment in such amounts as any Borrower may request PROVIDED that do not result in the sum of (ai) giving effect to such Advances, the aggregate principal amount outstanding under the --- -- Line A Notes plus (ii) the Aggregate Effective Amount of all outstanding ---- Letters of Credit plus (iii) the outstanding Loans shall not Swing Line Outstandings to exceed the Commitment at any time, (b) without the consent of all of the Lenders, the aggregate principal amount of the outstanding Loans to Marina plus the outstanding principal amount of the loans outstanding to Marina under the Five Year Commitment shall not exceed Marina's Aggregate Sublimit at any time, and (c) without the consent of all of the Lenders, the aggregate principal amount of the outstanding Loans to each Borrower hereafter designated as such pursuant to Section 2.6 plus the outstanding principal amount of the loans outstanding to such Borrower under the Five Year Commitment shall not exceed that Borrower's Aggregate Sublimit at any timeLine A ---- Commitment. Subject to the limitations set forth herein, each of the Borrowers Borrower may borrow, repay and reborrow under the Line A Commitment without premium or penalty.
(b) Subject to the terms and conditions set forth in this Agreement, at any time and from time to time from the Closing Date through the Line B Maturity Date, each Lender shall, pro rata according to that Lender's Pro Rata Share of the then applicable Line B Commitment, make Advances to Borrower under the Line B Commitment in such amounts as Borrower may request that do not result in the aggregate principal amount outstanding under the Line B Notes to exceed the Line B Commitment; provided, however, that the Lenders shall not be -------- ------- obligated to make Advances under the Line B Commitment if there is then any unused credit availability under the Line A Commitment. Subject to the limitations set forth herein, Borrower may borrow, repay and reborrow under the Line B Commitment without premium or penalty.
(c) Subject to the limitations contained in Subsection (a) above, up to the Foreign Currency Equivalent of $20,000,000 shall be available under the Line A Commitment, at the election of Borrower, in the form of one or more Foreign Currency Loans. With respect to Foreign Currency Loans:
(i) All principal of, and interest on, any Foreign Currency Loan shall be payable in the same currency as that Foreign Currency Loan;
(ii) Each Foreign Currency Loan shall be due and payable on the earlier of (A) the last day of the related Foreign Currency ---------- Period or (B) the Line A Maturity Date;
(iii) Determination of credit availability under Section 2.1(a), if there are then any outstanding Foreign Currency Loans or ------ Foreign Currency Letters of Credit, shall be based on the Foreign Currency Equivalent thereof as of the Banking Day immediately preceding the date of the Request for Loan;
(iv) The Requisite Lenders may suspend the obligation of the Lenders to make Foreign Currency Loans with respect to a particular Foreign Currency if the Requisite Lenders determine that current or reasonably expected market conditions for that Foreign Currency are unusually unstable or make it unlawful, impossible or impracticable for the Lenders to fund or hedge their obligations with respect to a Foreign Currency Loan;
(v) Concurrently with any Request for Loan with respect to a Foreign Currency Loan, Borrower shall pay to the Administrative Agent, for the account of the Lenders pro rata in accordance with their Pro Rata Share of the Line A Commitment, a processing fee of $2,500;
(vi) A Request for Loan with respect to a Foreign Currency Loan shall be made at the time and in the manner required for a Eurodollar Rate Loan pursuant to Section 2.3, mutatis mutandis, except --- ------- -------- ------ that the words "four
(vii) Unless the Administrative Agent and the Requisite Lenders otherwise consent, no more than six (6) Foreign Currency Loans and Eurodollar Loans shall be outstanding at any one time; and
(viii) Borrower shall execute and deliver, to any Lender requesting it, a promissory note payable in the applicable Foreign Currency in a form consistent with this Agreement covering that Lender's Pro Rata Share of any Foreign Currency Loan.
(d) Subject to the next sentence, each Loan shall be made pursuant to a Request for Loan executed by the relevant Borrower which shall specify the requested (i) date of such Loan, (ii) type of Loan, (iii) amount of such Loan, and (iv) in the case of a Eurodollar Rate Loan, the Eurodollar Period for such Loan and (v) in the case of a Foreign Currency Loan, the Foreign Currency and the Foreign Currency Period for such Loan. Unless the Administrative Agent has notified, in its sole and absolute discretion, Borrowers Borrower to the contrary, a Loan may be requested by telephone by a Responsible Official of any Borrower, in which case that Borrower shall confirm such request by promptly delivering a Request for Loan (conforming to the preceding sentence) in person or by telecopier conforming to the preceding sentence to the Administrative Agent. The Administrative Agent shall incur no liability whatsoever hereunder in acting upon any telephonic request for loan Loan purportedly made by a Responsible Official of a Borrower, and each Borrower hereby jointly and severally (but as between Borrowers, ratably) agrees to indemnify the Administrative Agent from any loss, cost, expense or liability as a result of so acting.
(ce) Promptly following receipt of a Request for Loan, the Administrative Agent shall notify each Lender by telephone or telecopier (and if by telephone, promptly confirmed by telecopier) of the identity of the relevant Borrower, the date and type of the Loan, the applicable Foreign Currency, the applicable Eurodollar Period or Foreign Currency Period, and that Lender's Pro Rata Share of the Loan. Not later than 11:00 10:00 a.m., California local time, on the date specified for any Loan (which must be a Business Banking Day), each Lender shall make its Pro Rata Share of the Loan in immediately available funds (if a Foreign Currency Loan, in the applicable Foreign Currency) available to the Administrative Agent at the Administrative Agent's Office. Upon satisfaction or waiver of the applicable conditions set forth in Article 8, --------- all Advances shall be credited on that date in immediately available funds to the Designated Deposit Account.
(df) Unless the Requisite Lenders otherwise consent, each Alternate Base Rate Loan shall be an integral multiple of $1,000,000 and shall be not less than $10,000,0001,000,000, each Eurodollar Rate Loan shall be not less than $2,500,000, each Foreign Currency Loan shall be not less than the Foreign Currency Equivalent of $2,500,000 and all Loans shall be in an integral multiple of $500,000 or the Foreign Currency Equivalent thereof.
(eg) The Advances made by each Lender to each Borrower under the Line A Commitment shall be evidenced by a that Lender's Line A Note issued and the Advances made by each Lender under the Line B Commitment shall be evidenced by that Borrower and Lender's Line B Note. Unless a Lender has received a promissory note evidencing its Pro Rata Share of a Foreign Currency Loan pursuant to
Section 2.1 (c)(vii), the Advances made payable to by each Lender as part of a Foreign ----------- Currency Loan shall be evidenced by that Lender's Line A Note, with the references therein to "Dollars" being deemed references to the Foreign Currency which is the subject of such Foreign Currency Loan.
(fh) A Request for Loan shall be irrevocable upon the Administrative Agent's first notification thereof.
(gi) If no Request for Loan (or telephonic request for loan Loan referred to in the second sentence of Section 2.1(b2.1(d), if applicable) has ------ been made within the requisite notice periods set forth in Sections Section 2.2 or --- 2.3 in connection with a Loan which, if made and giving effect prior to the application end of the proceeds thereof, would not increase the Eurodollar Period for any outstanding principal Indebtedness evidenced by the Notes of the relevant Borrower--- Eurodollar Rate Loan, then that Borrower on the last day of such Eurodollar Period, such Eurodollar Rate Loan shall be deemed to have requested, as of the date upon which the related then outstanding Loan is due pursuant to Section 3.1(e)(i), a automatically converted into an Alternate Base Rate Loan in an amount equal to the amount necessary to cause the outstanding principal Indebtedness evidenced by its Notes to remain the same and the Lenders shall make the Advances necessary to make such Loan notwithstanding Sections 2.1(b), 2.2 and 2.3amount.
Appears in 1 contract
Loans-General. (a) Subject to the terms and conditions set forth in this Agreement, at any time and from time to time from the Closing Amendment Effective Date through the Revolver Maturity Date, each Revolver Lender shall, pro rata according to that Lender's Pro Rata Share of the then applicable Line A Commitment, make Advances to Borrowers under the Line A Commitment in such amounts as Borrowers may request that do not result in (a) the aggregate principal amount outstanding under the Line A Notes to exceed the Line A Commitment or (b) the sum of (i) the aggregate principal amount outstanding under the Line A Notes and Line B Notes plus (ii) the Swing Line Outstandings (after giving effect to any concurrent payment thereof with the proceeds of such Advances) to exceed the Revolving Commitments. Subject to the limitations set forth herein, Borrowers may borrow, repay and reborrow under the Line A Commitment without premium or penalty.
(b) Subject to the terms and conditions set forth in this Agreement (including those set forth in Section 11.2), at any time and from time to time from the Amendment Effective Date through the Revolver Maturity Date, each Lender shall, pro rata according to that Lender's Pro Rata Share of the then applicable Line B Commitment, make Advances in Dollars to Borrowers under the Line B Commitment in such amounts as any Borrower Borrowers may request PROVIDED that do not result in (a) giving effect to such Advances, the aggregate principal amount of outstanding under the outstanding Loans shall not Line B Notes to exceed the Line B Commitment at any time, or (b) without the consent sum of all of the Lenders, (i) the aggregate principal amount of the outstanding Loans to Marina plus the outstanding principal amount of the loans outstanding to Marina under the Five Year Commitment shall not Line A Notes and Line B Notes plus (ii) the Swing Line Outstandings (after giving effect to any concurrent payment thereof with the proceeds of such Advances) to exceed Marina's Aggregate Sublimit at any time, and (c) without the consent of all of the Lenders, the aggregate principal amount of the outstanding Loans to each Borrower hereafter designated as such pursuant to Section 2.6 plus the outstanding principal amount of the loans outstanding to such Borrower under the Five Year Commitment shall not exceed that Borrower's Aggregate Sublimit at any timeRevolving Commitments. Subject to the limitations set forth herein, each of the Borrowers may borrow, repay and reborrow under the Line B Commitment without premium or penalty.
(bc) Subject to the terms and conditions set forth in this Agreement on the Amendment Effective Date, each Term Lender shall, pro rata according to that Lender's Pro Rata Share of the Line C Commitment, make an Advance to Borrowers under the Line C Commitment in such amounts as Borrowers may request that do not result in the aggregate principal amount outstanding under the Line C Notes to exceed the Line C Commitment. Borrowers may not borrow under the Line C Commitment subsequent to the Amendment Effective Date.
(d) Subject to the next sentence, each Loan shall be made pursuant to a Request for Loan executed by the relevant Borrower which shall specify the requested (i) date of such Loan, (ii) type of Loan, (iii) amount iii)amount of such Loan, and (iv) in the case of a Eurodollar Rate Loan, the Eurodollar Interest Period for such Loan. Unless the Administrative Agent has notified, in its sole and absolute discretion, Borrowers to the contrary, a Loan may be requested by telephone by a Responsible Official of any BorrowerBorrowers, in which case that Borrower Borrowers shall confirm such request by promptly delivering a Request for Loan in person or by telecopier conforming to the preceding sentence to the Administrative Agent. The Administrative Agent shall incur no liability whatsoever hereunder in acting upon any telephonic request for loan Loan purportedly made by a Responsible Official of a BorrowerBorrowers, and each Borrower Borrowers hereby jointly and severally (but as between Borrowers, ratably) agrees agree to indemnify the Administrative Agent from any loss, cost, expense or liability as a result of so acting.
(ce) Promptly following receipt of a Request for Loan, the Administrative Agent shall notify each Revolver Lender or Term Lender (as applicable) by telephone or telecopier (and if by telephone, promptly confirmed by telecopier) of the identity of the relevant Borrower, the date and type of the Loan, the applicable Eurodollar Interest Period, and that Lender's Pro Rata Share of the Loan. Not later than 11:00 10:00 a.m., California local time, on the date specified for any Loan (which must be a Business Banking Day), each Revolver Lender or Term Lender (as applicable) shall make its Pro Rata Share of the Loan in immediately available funds available to the Administrative Agent at the Administrative Agent's Office. Upon satisfaction or waiver of the applicable conditions set forth in Article 811, all Advances shall be credited on that date in immediately available funds to the Designated Deposit Account.
(df) Unless the Requisite Lenders otherwise consent, each Alternate Base Rate Loan shall be an integral multiple of $1,000,000 and shall be not less than $10,000,0005,000,000 and each Eurodollar Rate Loan shall be not less than $10,000,000 and, except to the extent necessary to permit a Line C Loan to accommodate payment of an Amortization Amount without incurring breakage costs under Section 3.7(e), in an integral multiple of $1,000,000.
(eg) The Advances made by each Lender to each Borrower under the Line A Commitment shall be evidenced by a Note issued that Lender's Line A Note. The Advances made by each Lender under the Line B Commitment shall be evidenced by that Borrower and Lender's Line B Note. The Advance made payable to by each Lender under the Line C Commitment shall be evidenced by that Lender's Line C Note.
(fh) A Subject to Sections 3.7(c) and (e), a Request for Loan shall be irrevocable upon the Administrative Agent's first notification thereof.
(gi) If no Request for Loan (or telephonic request for loan Loan referred to in the second sentence of Section 2.1(b2.1(d), if applicable) has been made within the requisite notice periods set forth in Sections Section 2.2 or 2.3 in connection with a Loan which, if made and giving effect prior to the application end of the proceeds thereof, would not increase the outstanding principal Indebtedness evidenced by the Notes of the relevant BorrowerInterest Period for any Eurodollar Rate Loan, then that Borrower on the last day of such Interest Period, such Eurodollar Rate Loan shall be deemed to have requested, as of the date upon which the related then outstanding Loan is due pursuant to Section 3.1(e)(i), a automatically converted into an Alternate Base Rate Loan in an amount equal the same amount.
(j) If a Loan is to be made on the same date that another Loan is due and payable, Borrowers or the Lenders, as the case may be, shall make available to the Administrative Agent the net amount necessary of funds giving effect to cause both such Loans and the outstanding principal Indebtedness evidenced by its Notes to remain effect for purposes of this Agreement shall be the same and the Lenders shall make the Advances necessary as if separate transfers of funds had been made with respect to make each such Loan notwithstanding Sections 2.1(b), 2.2 and 2.3Loan.
Appears in 1 contract
Samples: Reducing Revolving and Term Loan Agreement (Station Casinos Inc)
Loans-General. (a) Subject to the terms and conditions set forth in this Agreement, at any time and from time to time from the Closing Date through and including the Maturity Date, each Lender Bank shall, pro rata according to that Lender's Pro Rata Share Bank’s Percentage of the then applicable then-current Aggregate Commitment, make Advances in Dollars its share of a Loan (a “Line Loan”) to Borrowers Borrower in such amounts as any Borrower may request PROVIDED that do not result in (aA) the Outstanding Facility Amount (after giving effect to such Advances, all amounts requested thereunder) exceeding the aggregate principal amount Aggregate Commitment or (B) the Outstanding Facility Amount (after giving effect to all amounts requested thereunder) being in excess of the outstanding Loans Facility Availability Amount, provided that in all events no Default or Event of Default shall not exceed the Commitment at any time, (b) without the consent of have occurred and be continuing and all of the Lenders, the aggregate principal amount of the outstanding Loans conditions to Marina plus the outstanding principal amount of the loans outstanding to Marina under the Five Year Commitment Advances hereunder shall not exceed Marina's Aggregate Sublimit at any time, and (c) without the consent of all of the Lenders, the aggregate principal amount of the outstanding Loans to each Borrower hereafter designated as such pursuant to Section 2.6 plus the outstanding principal amount of the loans outstanding to such Borrower under the Five Year Commitment shall not exceed that Borrower's Aggregate Sublimit at any timehave been satisfied. Subject to the limitations set forth herein, each of the Borrowers Borrower may borrow, repay and reborrow under the Aggregate Commitment without premium or penalty.
(b) Subject The obligation of each Bank to make Advances in accordance with its respective Commitments is several, and not joint and several; and no Bank shall be obligated to advance more than its respective Commitments, notwithstanding the next sentence, each default of any other Bank.
(c) Each Loan shall be made pursuant to a Request for Loan executed by the relevant Borrower which shall specify the requested (i) date of such LoanLoan (which must be a Banking Day), (ii) type of Loan, (iii) amount of such Loan, and (iv) in the case of a Eurodollar LIBOR Rate Loan, the Eurodollar LIBOR Period for such Loan. Unless the Administrative Agent has notified, in its sole and absolute discretion, Borrowers to the contrary, a Loan may be requested by telephone by a Responsible Official of any Borrower, in which case that Borrower shall confirm such request by promptly delivering a Request for Loan in person or by telecopier conforming to the preceding sentence to the Administrative Agent. The Administrative Agent shall incur no liability whatsoever hereunder in acting upon any telephonic request for loan purportedly made by a Responsible Official of a Borrower, and each Borrower hereby jointly and severally (but as between Borrowers, ratably) agrees to indemnify the Administrative Agent from any loss, cost, expense or liability as a result of so acting.
(cd) Promptly following receipt of a Request for Loan, the Administrative Agent shall (by the end of business on the same day that the request was received) notify each Lender by telephone or telecopier (and if by telephone, promptly confirmed by telecopier) Bank of the identity of the relevant Borrower, the date and type of the Loan, the applicable Eurodollar LIBOR Period, and that Lender's Pro Rata Share Bank’s Percentage of the Loan. Not later than 11:00 a.m.1:00 p.m., California local Cleveland time, on the date specified for any Loan (which must be a Business Banking Day), each Lender Bank shall make its Pro Rata Share Percentage of the Loan in immediately available funds available to the Administrative Agent at the Administrative Agent's ’s Office. Upon satisfaction or waiver of the applicable conditions set forth in Article 8, all Advances shall be credited on that date in immediately available funds to the Designated Deposit Account.
(de) Unless the Requisite Lenders Banks otherwise consent, each Alternate Base Rate Loan shall be an integral multiple of $1,000,000 and shall be not less than $10,000,0001,000,000, each LIBOR Rate Loan shall be not less than $1,000,000 and all Loans shall be in an integral multiple of $250,000.
(ef) The Advances made by each Lender to each Borrower Bank under its Commitment shall be evidenced by a Note issued by that Borrower and made payable to that LenderBank’s Line Note.
(fg) A Request for Loan shall be irrevocable upon the Administrative Agent's ’s first notification thereof.
(gh) If no Request for Loan (or telephonic request for loan referred to in the second sentence of Section 2.1(b), if applicable) has been made within the requisite notice periods set forth in Sections Section 2.2 or 2.3 in connection with a Loan which, if made and giving effect prior to the application end of the proceeds thereof, would not increase the outstanding principal Indebtedness evidenced by the Notes of the relevant BorrowerLIBOR Period for any LIBOR Rate Loan, then that Borrower on the last day of such LIBOR Period, such LIBOR Rate Loan shall be deemed to have requested, as of the date upon which the related then outstanding Loan is due pursuant to Section 3.1(e)(i), a automatically converted into an Alternate Base Rate Loan in an amount equal to the amount necessary to cause the outstanding principal Indebtedness evidenced by its Notes to remain the same and the Lenders shall make the Advances necessary to make such Loan notwithstanding Sections 2.1(b), 2.2 and 2.3amount.
Appears in 1 contract
Samples: Unsecured Credit Agreement (BioMed Realty Trust Inc)
Loans-General. (a) Subject to the terms and conditions set forth in this Agreement, at any time and from time to time from the Closing Date through and including the Line A Maturity Date, each Lender shall, pro rata according to that Lender's Pro Rata Share of the then applicable Line A Commitment, make Advances in Dollars to Borrowers Borrower under the Line A Commitment in such amounts as any Borrower may request PROVIDED that do not result in the sum of (ai) giving effect to such Advances, the aggregate ------ principal amount outstanding under the Line A Notes plus (ii) the Aggregate ---- Effective Amount of all outstanding Letters of Credit plus (iii) the outstanding Loans shall not Swing ---- Line Outstandings to exceed the Commitment at any time, (b) without the consent of all of the Lenders, the aggregate principal amount of the outstanding Loans to Marina plus the outstanding principal amount of the loans outstanding to Marina under the Five Year Commitment shall not exceed Marina's Aggregate Sublimit at any time, and (c) without the consent of all of the Lenders, the aggregate principal amount of the outstanding Loans to each Borrower hereafter designated as such pursuant to Section 2.6 plus the outstanding principal amount of the loans outstanding to such Borrower under the Five Year Commitment shall not exceed that Borrower's Aggregate Sublimit at any timeLine A Commitment. Subject to the limitations set forth herein, each of the Borrowers Borrower may borrow, repay and reborrow under the Line A Commitment without premium or penalty.
(b) Subject to the terms and conditions (including Section 8.2) --------- --- set forth in this Agreement, at any time and from time to time from the Closing Date through the Line B Maturity Date, each Lender shall, pro rata according to that Lender's Pro Rata Share of the then applicable Line B Commitment, make Advances to Borrower under the Line B Commitment in such amounts as Borrower may request that do not result in the aggregate principal amount outstanding under the Line B Notes to exceed the Line B Commitment. Subject to the limitations set forth herein, Borrower may borrow, repay and reborrow under the Line B Commitment without premium or penalty.
(c) Subject to the next sentence, each Loan shall be made pursuant to a Request for Loan executed by the relevant Borrower which shall specify the requested (i) date of such Loan, (ii) type of Loan, (iii) amount of such Loan, Loan and (iv) in the case of a Eurodollar Rate Loan, the Eurodollar Period for such Loan. Unless the Administrative Agent has notified, in its sole and absolute discretion, Borrowers Borrower to the contrary, a Loan may be requested by telephone by a Responsible Official of any Borrower, in which case that Borrower shall confirm such request by promptly delivering a Request for Loan (conforming to the preceding sentence) in person or by telecopier conforming to the preceding sentence or electronic mail to the Administrative Agent. The Administrative Agent shall incur no liability whatsoever hereunder in acting upon any telephonic request for loan Loan purportedly made by a Responsible Official of a Borrower, and each Borrower hereby jointly and severally (but as between Borrowers, ratably) agrees to indemnify the Administrative Agent from any loss, cost, expense or liability as a result of so acting.
(cd) Promptly following receipt of a Request for Loan, the Administrative Agent shall notify each Lender by telephone telephone, telecopier or telecopier electronic mail (and if by telephone, promptly confirmed by telecopiertelecopier or electronic mail) of the identity of the relevant Borrower, the date and type of the Loan, the applicable Eurodollar Period, Period and that Lender's Pro Rata Share of the Loan. Not later than 11:00 10:00 a.m., California local time, on the date specified for any Loan (which must be a Business Banking Day), each Lender shall make its Pro Rata Share of the Loan in immediately available funds available to the Administrative Agent at the Administrative Agent's Office. Upon satisfaction or waiver of the applicable conditions set forth in Article 8, all Advances shall be --------- credited on that date in immediately available funds to the Designated Deposit Account.
(de) Unless the Requisite Lenders otherwise consent, each Alternate Base Rate Loan shall be an integral multiple of $1,000,000 and shall be not less than $10,000,000500,000 and in an integral multiple of $100,000 and each Eurodollar Rate Loan shall be not less than $1,000,000 and in an integral multiple of $100,000.
(ef) Notwithstanding Section 2.1(c), during the period commencing ------ on the Closing Date and ending on the earlier of (i) six (6) months ------- -- after the Closing Date or (ii) the completion of the syndication process referred to in Section 5.13, Borrower may not request a Eurodollar Rate ---- Loan with a Eurodollar Period longer than one (1) month.
(g) The Advances made by each Lender to each Borrower under the Line A Commitment shall be evidenced by a Note issued that Lender's Line A Note. The Advances made by each Lender under the Line B Commitment shall be evidenced by that Borrower and made payable to that Lender's Line B Note.
(fh) A Request for Loan shall be irrevocable upon the Administrative Agent's first notification thereof.
(gi) If no Request for Loan (or telephonic request for loan Loan referred to in the second sentence of Section 2.1(b2.1(c), if applicable) has ------ been made within the requisite notice periods set forth in Sections Section 2.2 or --- 2.3 in connection with a Loan which, if made and giving effect prior to the application end of the proceeds thereof, would not increase the Eurodollar Period for any outstanding principal Indebtedness evidenced by the Notes of the relevant Borrower--- Eurodollar Rate Loan, then that Borrower on the last day of such Eurodollar Period, such Eurodollar Rate Loan shall be deemed to have requested, as of the date upon which the related then outstanding Loan is due pursuant to Section 3.1(e)(i), a automatically converted into an Alternate Base Rate Loan in an amount equal to the amount necessary to cause the outstanding principal Indebtedness evidenced by its Notes to remain the same and the Lenders shall make the Advances necessary to make such Loan notwithstanding Sections 2.1(b), 2.2 and 2.3amount.
Appears in 1 contract
Loans-General. (a) Subject to the terms and conditions set forth in this Agreement, at any time and from time to time from the Closing Date through and including the Revolving Maturity Date, each Revolving Lender shall, pro rata according to that Revolving Lender's Pro Rata Share of the then applicable Revolving Commitment, make Advances in Dollars to Borrowers Borrower under the Revolving Commitment in such amounts as any Borrower may request PROVIDED that do not result in the sum of (ai) giving effect to such Advances, the aggregate principal amount under the Revolving Notes, (ii) the Swing Line Outstandings (after giving effect to any concurrent payment thereof with the proceeds of such Advances) and (iii) the outstanding Loans shall not Letters of Credit Usage to exceed the Commitment at any time, (b) without the consent of all of the Lenders, the aggregate principal amount of the outstanding Loans to Marina plus the outstanding principal amount of the loans outstanding to Marina under the Five Year Commitment shall not exceed Marina's Aggregate Sublimit at any time, and (c) without the consent of all of the Lenders, the aggregate principal amount of the outstanding Loans to each Borrower hereafter designated as such pursuant to Section 2.6 plus the outstanding principal amount of the loans outstanding to such Borrower under the Five Year Commitment shall not exceed that Borrower's Aggregate Sublimit at any timethen effective Revolving Commitment. Subject to the limitations set forth herein, each of the Borrowers Borrower may borrow, repay and reborrow under the Revolving Commitment without premium or penalty.
(b) Subject to the terms and conditions set forth in this Agreement, on the Closing Date each Term Lender shall make a term Advance to Borrower under the Term Commitment in an amount equal to its Pro Rata Share of the Term Commitment. Subject to the terms and conditions set forth in this Agreement, at any time and from time to time following the Closing Date through the Term Maturity Date, each Term Lender shall, pro rata according to that Term Lender's Pro Rata Share of the then applicable Term Commitment, make Advances to Borrower under the Term Commitment in the amounts which are required to refinance any then outstanding Advances under the Term Commitment as Borrower may request which do not result in the aggregate principal amount outstanding under the Term Notes being in excess of the Term Commitment. No Advance under the Term Commitment which is repaid may subsequently be reborrowed, however Borrower may repay loans outstanding under the Term Commitment without premium or penalty.
(c) Subject to the next sentence, each Loan shall be made pursuant to a Request for Loan executed by the relevant Borrower which shall specify the requested (i) date of such Loan, (ii) type of Loan, (iii) amount of such Loan, and (iv) in the case of a Eurodollar Rate LIBOR Loan, the Eurodollar Interest Period for such LoanLoan and (v) whether the Loan is requested under the Term Commitment or the Revolving Commitment. Unless the Administrative Agent has notifiedAgent, in its sole and absolute discretion, Borrowers has notified Borrower to the contrary, a Loan may be requested by telephone by a Responsible Official of any Borrower, in which case that Borrower shall confirm such request by promptly delivering a Request for Loan in person or by telecopier conforming to the preceding sentence to the Administrative Agent. The Administrative Agent shall incur no liability whatsoever hereunder in acting upon any telephonic request for loan Loan purportedly made by a Responsible Official of a Borrower, and each Borrower hereby jointly and severally (but as between Borrowers, ratably) agrees to indemnify the Administrative Agent from any loss, cost, expense or liability as a result of so acting.
(cd) Promptly following receipt of a Request for Loan, the Administrative Agent shall notify each Lender by telephone or telecopier (and if by telephone, promptly confirmed by telecopier) of the identity of the relevant Borrower, the date and type of the Loan, the applicable Eurodollar Interest Period, and that Lender's Pro Rata Share of the Loan. Not later than 11:00 10:00 a.m., California local Nevada time, on the date specified for any Loan (which must be a Business Day), each Lender shall make its Pro Rata Share of the Loan in immediately available funds available to the Administrative Agent at the Administrative Agent's Office. Upon satisfaction or waiver of the applicable conditions set forth in Article 89, all Advances shall be credited on that date in immediately available funds to the Designated Deposit Account.
(de) Unless the Requisite Lenders otherwise consent, each Loan shall be not less than $2,000,000 and in an integral multiple of $1,000,000 and shall be not less than $10,000,0001,000,000.
(ef) The Advances made by each Lender to each Borrower under the Commitments shall be evidenced by a Note issued by that Borrower and made payable to that Lender's Notes. In the case of each Term Lender which does not advance additional Term Loans on the Closing Date, their Term Loans shall continue to be evidenced by the Existing Term Notes.
(fg) A Subject to Sections 3.8(c) and (d), a Request for Loan shall be irrevocable upon the Administrative Agent's first notification thereof.
(gh) If no Request for Loan (or telephonic request for loan Loan referred to in the second sentence of Section 2.1(b2.1(c), if applicable) has been made within the requisite notice periods set forth in Sections Section 2.2 or 2.3 in connection with a Loan which, if made and giving effect prior to the application end of the proceeds thereof, would not increase the outstanding principal Indebtedness evidenced by the Notes of the relevant BorrowerInterest Period for any LIBOR Loan, then that Borrower on the last day of such Interest Period, such LIBOR Loan shall be deemed to have requested, as of the date upon which the related then outstanding Loan is due pursuant to Section 3.1(e)(i), a automatically converted into an Base Rate Loan in an amount equal the same amount.
(i) If a Loan is to be made on the same date that another Loan is due and payable, Borrower or the Lenders, as the case may be, shall make available to the Administrative Agent the net amount necessary of funds giving effect to cause both such Loans and the outstanding principal Indebtedness evidenced by its Notes to remain effect for purposes of this Agreement shall be the same and the Lenders shall make the Advances necessary as if separate transfers of funds had been made with respect to make each such Loan notwithstanding Sections 2.1(b), 2.2 and 2.3Loan.
Appears in 1 contract
Samples: Loan Agreement (Station Casinos Inc)
Loans-General. (a) Subject to the terms and conditions set forth in this Agreement, at any time and from time to time from the Closing Date through and including the Maturity Date, each Lender Bank shall, pro rata according to that LenderBank's Pro Rata Share Percentage of the then applicable Line Commitment, make Advances in Dollars to Borrowers Borrower under the Line Commitment in such amounts as any Borrower may request PROVIDED that do not result in (aA) the Outstanding Line Amount exceeding the Aggregate Line Commitment or (B) the sum of (i) the Outstanding Line Amount (after giving effect to such Advances, all amounts requested thereunder) plus (ii) the aggregate principal amount Outstanding Term Amount being in excess of the outstanding Loans Facility Availability Amount, provided that in all events no Default or Event of Default shall not exceed the Commitment at any time, (b) without the consent of have occurred and be continuing and all of the Lenders, the aggregate principal amount of the outstanding Loans conditions to Marina plus the outstanding principal amount of the loans outstanding to Marina under the Five Year Commitment Advances hereunder shall not exceed Marina's Aggregate Sublimit at any time, and (c) without the consent of all of the Lenders, the aggregate principal amount of the outstanding Loans to each Borrower hereafter designated as such pursuant to Section 2.6 plus the outstanding principal amount of the loans outstanding to such Borrower under the Five Year Commitment shall not exceed that Borrower's Aggregate Sublimit at any timehave been satisfied. Subject to the limitations set forth herein, each of the Borrowers Borrower may borrow, repay and reborrow under the Line Commitment without premium or penalty.
(b) Subject to the next sentenceterms and conditions set forth in this Agreement, on the Closing Date the Lenders shall, pro rata according to each Lender's Percentage, make a single Term Loan to Borrower in the full amount of the Aggregate Term Commitment, provided that in all events no Default or Event of Default shall have occurred and be continuing and all conditions to Advances hereunder shall have been satisfied. Borrower may not reborrow all or any portion of the Term Loan once repaid.
(c) The obligation of each Bank to make Advances in accordance with its respective Commitments is several, and not joint and several; and no Bank shall be obligated to advance more than its respective Commitments, notwithstanding the default of any other Bank.
(d) Each Loan shall be made pursuant to a Request for Loan executed by the relevant Borrower which shall specify the requested (i) date of such LoanLoan (which must be a Banking Day), (ii) type of Loan, (iii) amount of such Loan, and (iv) in the case of a Eurodollar LIBOR Rate Loan, the Eurodollar LIBOR Period for such Loan. Unless the Administrative Agent has notified, in its sole and absolute discretion, Borrowers to the contrary, a Loan may be requested by telephone by a Responsible Official of any Borrower, in which case that Borrower shall confirm such request by promptly delivering a Request for Loan in person or by telecopier conforming to the preceding sentence to the Administrative Agent. The Administrative Agent shall incur no liability whatsoever hereunder in acting upon any telephonic request for loan purportedly made by a Responsible Official of a Borrower, and each Borrower hereby jointly and severally (but as between Borrowers, ratably) agrees to indemnify the Administrative Agent from any loss, cost, expense or liability as a result of so acting.
(ce) Promptly following receipt of a Request for Loan, the Administrative Agent shall (by the end of business on the same day that the request was received) notify each Lender by telephone or telecopier (and if by telephone, promptly confirmed by telecopier) Bank of the identity of the relevant Borrower, the date and type of the Loan, the applicable Eurodollar LIBOR Period, and that LenderBank's Pro Rata Share Percentage of the Loan. Not later than 11:00 a.m.1:00 p.m., California local Cleveland time, on the date specified for any Loan (which must be a Business Banking Day), each Lender Bank shall make its Pro Rata Share Percentage of the Loan in immediately available funds available to the Administrative Agent at the Administrative Agent's Office. Upon satisfaction or waiver of the applicable conditions set forth in Article 8, all Advances shall be credited on that date in immediately available funds to the Designated Deposit Account.
(df) Unless the Requisite Lenders Banks otherwise consent, each Alternate Base Rate Loan shall be an integral multiple of $1,000,000 and shall be not less than $10,000,0001,000,000, each LIBOR Rate Loan shall be not less than $1,000,000 and all Loans shall be in an integral multiple of $250,000.
(eg) The Advances made by each Lender to each Borrower Bank under its Line Commitment shall be evidenced by a Note issued by that Borrower and made payable to that LenderBank's Line Note.
(fh) The Advances made by each Bank under its Term Commitment shall be evidenced by that Bank's Term Note.
(i) A Request for Loan shall be irrevocable upon the Administrative Agent's first notification thereof.
(gj) If no Request for Loan (or telephonic request for loan referred to in the second sentence of Section 2.1(b), if applicable) has been made within the requisite notice periods set forth in Sections Section 2.2 or 2.3 in connection with a Loan which, if made and giving effect prior to the application end of the proceeds thereof, would not increase the outstanding principal Indebtedness evidenced by the Notes of the relevant BorrowerLIBOR Period for any LIBOR Rate Loan, then that Borrower on the last day of such LIBOR Period, such LIBOR Rate Loan shall be deemed to have requested, as of the date upon which the related then outstanding Loan is due pursuant to Section 3.1(e)(i), a automatically converted into an Alternate Base Rate Loan in an amount equal to the amount necessary to cause the outstanding principal Indebtedness evidenced by its Notes to remain the same and the Lenders shall make the Advances necessary to make such Loan notwithstanding Sections 2.1(b), 2.2 and 2.3amount.
Appears in 1 contract
Samples: Unsecured Credit Agreement (BioMed Realty Trust Inc)
Loans-General. (a) Subject to the terms and conditions set forth in this Agreement, at each of the Term Loan Lenders agrees to make Advances to the Borrower in such amount (not to exceed the Term Loan Commitment) as the Borrower may request in up to two Advances (each individually, a “Term Loan” and, collectively, the “Term Loans”). The Term Loans shall be made by the Term Loan Lenders in up to two Advances on or before the thirtieth day following the Closing Date, and any time portion of the Term Loan Commitment not borrowed on or before the thirtieth day following the Closing Date shall expire on such date. All Term Loans shall be made by the Term Loan Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any failure by any other Lender to perform its obligation to make any Term Loan hereunder nor shall the Term Loan Commitment of any Lender be increased or decreased as a result of any such failure. Once repaid, Term Loans may not be reborrowed.
(b) Subject to the terms and conditions set forth in this Agreement, from time to time from the Closing Date through and including the Maturity Date, Date each Revolving Lender shall, pro rata according to that Lender's ’s Pro Rata Share of the then applicable Revolving Loan Commitment, make revolving Advances in Dollars to Borrowers Borrower under the Revolving Loan Commitment in such amounts as any Borrower may request PROVIDED that (a) giving effect to such Advances, do not result in the aggregate principal amount Outstanding Revolving Obligations being in excess of the outstanding Loans shall not exceed the Commitment at any time, (b) without the consent of all of the Lenders, the aggregate principal amount of the outstanding Loans to Marina plus the outstanding principal amount of the loans outstanding to Marina under the Five Year Commitment shall not exceed Marina's Aggregate Sublimit at any time, and (c) without the consent of all of the Lenders, the aggregate principal amount of the outstanding Loans to each Borrower hereafter designated as such pursuant to Section 2.6 plus the outstanding principal amount of the loans outstanding to such Borrower under the Five Year Commitment shall not exceed that Borrower's Aggregate Sublimit at any timeRevolving Loan Commitment. Subject to the limitations set forth herein, each of the Borrowers Borrower may borrow, repay and reborrow under the Revolving Loan Commitment without premium or penalty.
(bc) Subject to the next sentence, each Loan shall be made pursuant to a Request for Loan executed by the relevant Borrower which shall specify the requested (i) date of such Loan, (ii) type of Loan, (iii) amount of such Loan, (iv) term or revolving nature of such Loan and (ivv) in the case of a Eurodollar Rate LIBOR Loan, the Eurodollar Interest Period for such Loan. Unless the Administrative Agent has notified, previously notified Borrower to the contrary (which notice may be given in its the sole and absolute discretiondiscretion of the Administrative Agent), Borrowers to the contrary, a Loan Loans may be requested by telephone by a Responsible Official of any Borrower, in which case that Borrower shall confirm such request by promptly delivering a Request for Loan in person or by telecopier conforming to the preceding sentence to the Administrative Agent. The Neither the Administrative Agent nor any Lender shall incur no any liability whatsoever hereunder in acting upon any telephonic request for loan a Loan purportedly made by a Responsible Official of a Borrower, and each Borrower which hereby jointly and severally (but as between Borrowers, ratably) agrees to indemnify the Administrative Agent and the Lenders from any loss, cost, expense or liability as a result of so acting.
(cd) Promptly following receipt of a Request for Loan, the Administrative Agent shall notify each Lender that holds a Commitment for the type of Loan requested by telephone or telecopier (and if by telephone, promptly confirmed by telecopier) of the identity of the relevant Borrower, the date and type of the Loan, the applicable Eurodollar Interest Period, and that Lender's ’s Pro Rata Share of the requested Loan. Not later than 11:00 a.m., California local time, a.m. on the date specified for any Loan (which must be a Business Banking Day), each Lender shall make its Pro Rata Share of the Loan in immediately available funds available to the Administrative Agent at the Administrative Agent's ’s Office. Upon satisfaction or waiver of the applicable conditions set forth in Article 8, all Advances shall be credited on that date in immediately available funds to the Designated Deposit Disbursement Account.
(de) Unless the Requisite Revolving Lenders otherwise consent, each Revolving Loan shall be in an amount which is an integral multiple of $1,000,000 100,000 and shall not be not less than $10,000,000500,000.
(ef) The Advances made by each Revolving Lender to each Borrower shall be evidenced by a Note issued that Lender’s Revolving Note. The Advances made by each Term Lender shall be evidenced by that Borrower and made payable to that Lender’s Term Note.
(fg) A Request for Loan shall be irrevocable upon the Administrative Agent's first notification thereof’s receipt thereof (or, in the case of a telephonic request for Loan referred to in the second sentence of Section 2.1(c), upon the Administrative Agent’s receipt of that telephone call).
(gh) If no Request for Loan (or telephonic request for loan Loan referred to in the second sentence of Section 2.1(b2.1(c), if applicable) has been made within the requisite notice periods set forth in Sections Section 2.2 or 2.3 in connection with a Loan which, if made and giving effect to the application of the proceeds thereof, would not increase the outstanding principal Indebtedness evidenced by the Notes of the relevant BorrowerNotes, then that Borrower shall be deemed to have requested, as of the date upon which the related then outstanding Loan is due pursuant to Section 3.1(e)(i3.1(e), a Base Rate Loan in an amount equal to the amount necessary to cause the outstanding principal Indebtedness evidenced by its such Notes to remain the same and the Lenders shall make the Advances necessary to make such Loan notwithstanding Sections 2.1(b2.1(c), 2.2 and 2.3.
(i) If a Loan is to be made on the same date that another Loan is due and payable, Borrower or the Lenders, as the case may be, shall at the request of the Administrative Agent make available to the Administrative Agent the net amount of funds giving effect to both such Loans and the effect for purposes of this Agreement shall be the same as if separate transfers of funds had been made with respect to each such Loan.
Appears in 1 contract
Loans-General. (a) Subject to the terms and conditions set forth in this Agreement, at any time and from time to time from the Closing Date through and including the Maturity Date, each Lender shall, pro rata according to that Lender's Pro Rata Share of the then applicable Revolving Commitment, make Advances in Dollars to Borrowers Borrower under the Revolving Commitment in such amounts as any Borrower may request PROVIDED that do not result in the sum of (ai) giving effect to such Advances, the aggregate principal amount outstanding under the Revolving Notes and (ii) the Aggregate Effective Amount of the all outstanding Loans shall not Letters of Credit to exceed the Commitment at any time, (b) without the consent of all of the Lenders, the aggregate principal amount of the outstanding Loans to Marina plus the outstanding principal amount of the loans outstanding to Marina under the Five Year Commitment shall not exceed Marina's Aggregate Sublimit at any time, and (c) without the consent of all of the Lenders, the aggregate principal amount of the outstanding Loans to each Borrower hereafter designated as such pursuant to Section 2.6 plus the outstanding principal amount of the loans outstanding to such Borrower under the Five Year Commitment shall not exceed that Borrower's Aggregate Sublimit at any timeRevolving Commitment. Subject to the limitations set forth herein, each of the Borrowers Borrower may borrow, repay and reborrow under the Revolving Commitment without premium or penalty.
(b) Subject to the terms and conditions set forth in this Agreement, on the Closing Date, each Lender shall, pro rata according to that Lender's Pro Rata Share of the Term Commitment, make an Advance to Borrower under the Term Commitment such that the aggregate of all such Advances equals the Term Commitment. Amounts repaid under the Term Commitment may not be reborrowed.
(c) Subject to the next sentence, each Loan shall be made pursuant to a Request for Loan executed by the relevant Borrower which shall specify the requested (i) date of such Loan, (ii) type of Loan, (iii) amount of such Loan, and (iv) in the case of a Eurodollar Rate Loan, the Eurodollar Period for such Loan. Unless the Administrative Agent has notified, in its sole and absolute discretion, Borrowers Borrower to the contrary, a Loan may be requested by telephone by a Responsible Official of any Borrower, in which case that Borrower shall confirm such request by promptly delivering a Request for Loan (conforming to the preceding sentence) in person or by telecopier conforming to the preceding sentence to the Administrative Agent. The Administrative Agent shall incur no liability whatsoever hereunder in acting upon any telephonic request for loan Loan purportedly made by a Responsible Official of a Borrower, and each Borrower hereby jointly and severally (but as between Borrowers, ratably) agrees to indemnify the Administrative Agent from any loss, cost, expense or liability as a result of so acting.
(cd) Promptly following receipt of a Request for Loan, the Administrative Agent shall notify each Lender by telephone or telecopier (and if by telephone, promptly confirmed by telecopier) of the identity of the relevant Borrower, the date and type of the Loan, the applicable Eurodollar Period, and that Lender's Pro Rata Share of the Loan. Not later than 11:00 10:00 a.m., California local time, on the date specified for any Loan (which must be a Business Banking Day), each Lender shall make its Pro Rata Share of the Loan in immediately available funds available to the Administrative Agent at the Administrative Agent's Office. Upon satisfaction or waiver of the applicable conditions set forth in Article 8, all Advances shall be credited on that date in immediately available funds to the Designated Deposit Account.
(de) Unless the Requisite Lenders otherwise consent, each Alternate Base Rate Loan shall be an integral multiple of $1,000,000 and shall be not less than $10,000,0001,000,000 and in an integral multiple of $100,000 and each Eurodollar Rate Loan shall be not less than $3,000,000 and in an integral multiple of $1,000,000.
(ef) Notwithstanding Section 2.1(c), during the period commencing on the Closing Date and ending on the earlier of (i) six (6) months after the Closing Date or (ii) the completion of the syndication process referred to in Section 5.14, Borrower may not request a Eurodollar Rate Loan with a Eurodollar Period longer than one (1) month.
(g) The Advances made by each Lender to each Borrower under the Revolving Commitment shall be evidenced by a Note issued that Lender's Revolving Note. The Advances made by each Lender under the Term Commitment shall be evidenced by that Borrower and made payable to that Lender's Term Note.
(fh) A Request for Loan shall be irrevocable upon the Administrative Agent's first notification thereof.
(gi) If no Request for Loan (or telephonic request for loan Loan referred to in the second sentence of Section 2.1(b2.1(c), if applicable) has been made within the requisite notice periods set forth in Sections Section 2.2 or 2.3 in connection with a Loan which, if made and giving effect prior to the application end of the proceeds thereof, would not increase the Eurodollar Period for any outstanding principal Indebtedness evidenced by the Notes of the relevant BorrowerEurodollar Rate Loan, then that Borrower on the last day of such Eurodollar Period, such Eurodollar Rate Loan shall be deemed to have requested, as of the date upon which the related then outstanding Loan is due pursuant to Section 3.1(e)(i), a automatically converted into an Alternate Base Rate Loan in an amount equal to the amount necessary to cause the outstanding principal Indebtedness evidenced by its Notes to remain the same and the Lenders shall make the Advances necessary to make such Loan notwithstanding Sections 2.1(b), 2.2 and 2.3amount.
Appears in 1 contract
Loans-General. (a) Subject to the terms and conditions set forth in this Agreement, at any time and from time to time from the Closing Date through and including the Revolving Loan Maturity Date, each Lender shall, pro rata according to that Lender's Pro Rata Share of the then applicable Revolving Commitment, make Advances in Dollars to Borrowers Borrower under the Revolving Commitment in such amounts as any Borrower may request PROVIDED that do not result in the sum of (ai) giving effect to such Advances, the aggregate principal amount outstanding under the Revolving Notes and (ii) the Aggregate Effective Amount of the all outstanding Loans shall not Letters of Credit to exceed the Commitment at any time, (b) without the consent of all of the Lenders, the aggregate principal amount of the outstanding Loans to Marina plus the outstanding principal amount of the loans outstanding to Marina under the Five Year Commitment shall not exceed Marina's Aggregate Sublimit at any time, and (c) without the consent of all of the Lenders, the aggregate principal amount of the outstanding Loans to each Borrower hereafter designated as such pursuant to Section 2.6 plus the outstanding principal amount of the loans outstanding to such Borrower under the Five Year Commitment shall not exceed that Borrower's Aggregate Sublimit at any timeRevolving Commitment. Subject to the limitations set forth herein, each of the Borrowers Borrower may borrow, repay and reborrow under the Revolving Commitment without premium or penalty.
(b) Subject to the terms and conditions set forth in this Agreement, on the Closing Date, each Lender shall, pro rata according to that Lender's Pro Rata Share of the Term Commitment, make an Advance to Borrower under the Term Commitment such that the aggregate of all such Advances equals the Term Commitment. Amounts repaid under the Term Commitment may not be reborrowed.
(c) Subject to the next sentence, each Loan shall be made pursuant to a Request for Loan executed by the relevant Borrower which shall specify the requested (i) date of such Loan, (ii) type of Loan, (iii) amount of such Loan, and (iv) in the case of a Eurodollar Rate Loan, the Eurodollar Period for such Loan. Unless the Administrative Agent has notified, in its sole and absolute discretion, Borrowers Borrower to the contrary, a Loan may be requested by telephone by a Responsible Official of any Borrower, in which case that Borrower shall confirm such request by promptly delivering a Request for Loan (conforming to the preceding sentence) in person or by telecopier conforming to the preceding sentence to the Administrative Agent. The Administrative Agent shall incur no liability whatsoever hereunder in acting upon any telephonic request for loan Loan purportedly made by a Responsible Official of a Borrower, and each Borrower hereby jointly and severally (but as between Borrowers, ratably) agrees to indemnify the Administrative Agent from any loss, cost, expense or liability as a result of so acting.
(cd) Promptly following receipt of a Request for Loan, the Administrative Agent shall notify each Lender by telephone or telecopier (and if by telephone, promptly confirmed by telecopier) of the identity of the relevant Borrower, the date and type of the Loan, the applicable Eurodollar Period, and that Lender's Pro Rata Share of the Loan. Not later than 11:00 a.m.12:00 p.m., California local time, on the date specified for any Loan (which must be a Business Banking Day), each Lender shall make its Pro Rata Share of the Loan in immediately available funds available to the Administrative Agent at the Administrative Agent's Office. Upon satisfaction or waiver of the applicable conditions set forth in Article 8, all Advances shall be credited on that date in immediately available funds to the Designated Deposit Account.
(de) Unless the Requisite Lenders otherwise consent, each Revolving Loan shall be which is an integral multiple of $1,000,000 and Alternate Base Rate Loan shall be not less than $10,000,000250,000 and in an integral multiple of $100,000 and each Revolving Loan which is a Eurodollar Rate Loan shall be not less than $250,000 and in an integral multiple of $250,000.
(ef) The Advances made by each Lender to each Borrower under the Revolving Commitment shall be evidenced by a Note issued that Lender's Revolving Note. The Advances made by each Lender under the Term Commitment shall be evidenced by that Borrower and made payable to that Lender's Term Note.
(fg) A Request for Loan that is a Eurodollar Rate Loan shall be become irrevocable upon three Eurodollar Banking Days before the Administrative Agent's first notification thereofrequested date of the Loan. A Request for Loan that is an Alternate Base Rate Loan shall become irrevocable one Banking Day before the requested date of the Loan.
(gh) If no Request for Loan (or telephonic request for loan Loan referred to in the second sentence of Section 2.1(b2.1(c), if applicable) has been made within the requisite notice periods set forth in Sections Section 2.2 or 2.3 in connection with a Loan which, if made and giving effect prior to the application end of the proceeds thereof, would not increase the Eurodollar Period for any outstanding principal Indebtedness evidenced by the Notes of the relevant BorrowerEurodollar Rate Loan, then that Borrower on the last day of such Eurodollar Period, such Eurodollar Rate Loan shall be deemed to have requested, as of the date upon which the related then outstanding Loan is due pursuant to Section 3.1(e)(i), a automatically converted into an Alternate Base Rate Loan in an amount equal to the amount necessary to cause the outstanding principal Indebtedness evidenced by its Notes to remain the same and the Lenders shall make the Advances necessary to make such Loan notwithstanding Sections 2.1(b), 2.2 and 2.3amount.
Appears in 1 contract
Loans-General. (a) Subject to the terms and conditions set forth in this Agreement, at any time and from time to time from the Closing Date through and including the Maturity Date, each Lender shall, pro rata according to that Lender's Pro Rata Share of the then applicable Revolving Commitment, make Advances in Dollars to Borrowers Borrower under the Revolving Commitment in such amounts as any Borrower may request PROVIDED that do not result in the sum of (ai) giving effect to such Advances, the aggregate principal amount outstanding under the Revolving Notes, (ii) the Swing Line Outstandings (after giving effect to any concurrent payment thereof with the proceeds of such Advances) and (iii) the Aggregate Effective Amount of the outstanding Loans shall not Letters of Credit, to exceed the Commitment at any time, (b) without the consent of all of the Lenders, the aggregate principal amount of the outstanding Loans to Marina plus the outstanding principal amount of the loans outstanding to Marina under the Five Year Commitment shall not exceed Marina's Aggregate Sublimit at any time, and (c) without the consent of all of the Lenders, the aggregate principal amount of the outstanding Loans to each Borrower hereafter designated as such pursuant to Section 2.6 plus the outstanding principal amount of the loans outstanding to such Borrower under the Five Year Commitment shall not exceed that Borrower's Aggregate Sublimit at any timeRevolving Commitment. Subject to the limitations set forth herein, each of the Borrowers Borrower may borrow, repay and reborrow under the Revolving Commitment without premium or penalty. Subject to the terms and conditions set forth in this Agreement, on the Closing Date each Lender shall make a term Advance to Borrower under the Term Commitment in an amount equal to its Pro Rata Share of the Term Commitment. Subject to the terms and conditions set forth in this Agreement, at any time and from time to time following the Closing Date through the Maturity Date, each Lender shall, pro rata according to that Lender's Pro Rata Share of the then applicable Term Commitment, make Advances to Borrower under the Term Commitment in the amounts which are required to refinance any then outstanding Advances under the Term Commitment as Borrower may request which do not result in the aggregate principal amount outstanding under the Term Notes being in excess of the Term Commitment. No Advance under the Term Commitment which is repaid may subsequently be reborrowed, however Borrower may repay loans outstanding under the Term Commitment without premium or penalty.
(b) Subject to the next sentence, each Loan shall be made pursuant to a Request for Loan executed by the relevant Borrower which shall specify the requested (i) date of such Loan, (ii) type of Loan, (iii) amount of such Loan, and (iv) in the case of a Eurodollar Rate Loan, the Eurodollar Period for such Loan. Unless the Administrative Agent has notifiedAgent, in its sole and absolute discretion, Borrowers has notified Borrower to the contrary, a Loan may be requested by telephone by a Responsible Official of any Borrower, in which case that Borrower shall confirm such request by promptly delivering a Request for Loan in person or by telecopier conforming to the preceding sentence to the Administrative Agent. The Administrative Agent shall incur no liability whatsoever hereunder in acting upon any telephonic request for loan Loan purportedly made by a Responsible Official of a Borrower, and each Borrower hereby jointly and severally (but as between Borrowers, ratably) agrees to indemnify the Administrative Agent from any loss, cost, expense or liability as a result of so acting.
(c) Promptly following receipt of a Request for Loan, the Administrative Agent shall notify each Lender by telephone or telecopier (and if by telephone, promptly confirmed by telecopier) of the identity of the relevant Borrower, the date and type of the Loan, the applicable Eurodollar Interest Period, and that Lender's Pro Rata Share of the Loan. Not later than 11:00 10:00 a.m., California local time, on the date specified for any Loan (which must be a Business Day), each Lender shall make its Pro Rata Share of the Loan in immediately available funds available to the Administrative Agent at the Administrative Agent's Office. Upon satisfaction or waiver of the applicable conditions set forth in Article 89, all Advances shall be credited on that date in immediately available funds to the Designated Deposit Account.
(d) Unless the Requisite Lenders otherwise consent, each Loan shall be not less than $2,000,000 and in an integral multiple of $1,000,000 and shall be not less than $10,000,0001,000,000.
(e) The Advances made by each Lender to each Borrower under the Commitment shall be evidenced by a Note issued by that Borrower and made payable to that Lender's Notes.
(f) A Subject to Sections 3.8(c) and (d), a Request for Loan shall be irrevocable upon the Administrative Agent's first notification thereof.
(g) If no Request for Loan (or telephonic request for loan Loan referred to in the second sentence of Section 2.1(b), if applicable) has been made within the requisite notice periods set forth in Sections Section 2.2 or 2.3 in connection with a Loan which, if made and giving effect prior to the application end of the proceeds thereof, would not increase the outstanding principal Indebtedness evidenced by the Notes of the relevant BorrowerInterest Period for any Eurodollar Rate Loan, then that Borrower on the last day of such Interest Period, such Eurodollar Rate Loan shall be deemed to have requested, as of the date upon which the related then outstanding Loan is due pursuant to Section 3.1(e)(i), a automatically converted into an Base Rate Loan in an amount equal the same amount.
(h) If a Loan is to be made on the same date that another Loan is due and payable, Borrower or the Lenders, as the case may be, shall make available to the Administrative Agent the net amount necessary of funds giving effect to cause both such Loans and the outstanding principal Indebtedness evidenced by its Notes to remain effect for purposes of this Agreement shall be the same and the Lenders shall make the Advances necessary as if separate transfers of funds had been made with respect to make each such Loan notwithstanding Sections 2.1(b), 2.2 and 2.3Loan.
Appears in 1 contract
Samples: Reducing Revolving Loan Agreement (Station Casinos Inc)
Loans-General. (a) Subject to the terms and conditions set forth in this Agreement, at any time and from time to time from the Closing Date through and including the Revolving Maturity Date, each Revolving Lender shall, pro rata according to that Revolving Lender's ’s Pro Rata Share of the then applicable Revolving Commitment, make Advances in Dollars to Borrowers Borrower under the Revolving Commitment in such amounts as any Borrower may request PROVIDED that do not result in the sum of (ai) giving effect to such Advances, the aggregate principal amount under the Revolving Notes, (ii) the Swing Line Outstandings (after giving effect to any concurrent payment thereof with the proceeds of such Advances) and (iii) the outstanding Loans shall not Letters of Credit Usage to exceed the Commitment at any time, (b) without the consent of all of the Lenders, the aggregate principal amount of the outstanding Loans to Marina plus the outstanding principal amount of the loans outstanding to Marina under the Five Year Commitment shall not exceed Marina's Aggregate Sublimit at any time, and (c) without the consent of all of the Lenders, the aggregate principal amount of the outstanding Loans to each Borrower hereafter designated as such pursuant to Section 2.6 plus the outstanding principal amount of the loans outstanding to such Borrower under the Five Year Commitment shall not exceed that Borrower's Aggregate Sublimit at any timethen effective Revolving Commitment. Subject to the limitations set forth herein, each of the Borrowers Borrower may borrow, repay and reborrow under the Revolving Commitment without premium or penalty.
(b) Subject to the terms and conditions set forth in this Agreement, on the Closing Date each Term Lender shall make a term Advance to Borrower under the Term Commitment in an amount equal to its Pro Rata Share of the Term Commitment. Subject to the terms and conditions set forth in this Agreement, at any time and from time to time following the Closing Date through the Term Maturity Date, each Term Lender shall, pro rata according to that Term Lender’s Pro Rata Share of the then applicable Term Commitment, make Advances to Borrower under the Term Commitment in the amounts which are required to refinance any then outstanding Advances under the Term Commitment as Borrower may request which do not result in the aggregate principal amount outstanding under the Term Notes being in excess of the Term Commitment. No Advance under the Term Commitment which is repaid may subsequently be reborrowed, however Borrower may repay loans outstanding under the Term Commitment without premium or penalty.
(c) Subject to the next sentence, each Loan shall be made pursuant to a Request for Loan executed by the relevant Borrower which shall specify the requested (i) date of such Loan, (ii) type of Loan, (iii) amount of such Loan, and (iv) in the case of a Eurodollar Rate LIBOR Loan, the Eurodollar Interest Period for such LoanLoan and (v) whether the Loan is requested under the Term Commitment or the Revolving Commitment. Unless the Administrative Agent has notifiedAgent, in its sole and absolute discretion, Borrowers has notified Borrower to the contrary, a Loan may be requested by telephone by a Responsible Official of any Borrower, in which case that Borrower shall confirm such request by promptly delivering a Request for Loan in person or by telecopier conforming to the preceding sentence to the Administrative Agent. The Administrative Agent shall incur no liability whatsoever hereunder in acting upon any telephonic request for loan Loan purportedly made by a Responsible Official of a Borrower, and each Borrower hereby jointly and severally (but as between Borrowers, ratably) agrees to indemnify the Administrative Agent from any loss, cost, expense or liability as a result of so acting.
(cd) Promptly following receipt of a Request for Loan, the Administrative Agent shall notify each Lender by telephone or telecopier (and if by telephone, promptly confirmed by telecopier) of the identity of the relevant Borrower, the date and type of the Loan, the applicable Eurodollar Interest Period, and that Lender's ’s Pro Rata Share of the Loan. Not later than 11:00 10:00 a.m., California local time, on the date specified for any Loan (which must be a Business Day), each Lender shall make its Pro Rata Share of the Loan in immediately available funds available to the Administrative Agent at the Administrative Agent's ’s Office. Upon satisfaction or waiver of the applicable conditions set forth in Article 89, all Advances shall be credited on that date in immediately available funds to the Designated Deposit Account.
(de) Unless the Requisite Lenders otherwise consent, each Loan shall be not less than $2,000,000 and in an integral multiple of $1,000,000 and shall be not less than $10,000,0001,000,000.
(ef) The Advances made by each Lender to each Borrower under the Commitments shall be evidenced by a Note issued by that Borrower and made payable to that Lender’s Notes.
(fg) A Subject to Sections 3.8(c) and (d), a Request for Loan shall be irrevocable upon the Administrative Agent's ’s first notification thereof.
(gh) If no Request for Loan (or telephonic request for loan Loan referred to in the second sentence of Section 2.1(b2.1(c), if applicable) has been made within the requisite notice periods set forth in Sections Section 2.2 or 2.3 in connection with a Loan which, if made and giving effect prior to the application end of the proceeds thereof, would not increase the outstanding principal Indebtedness evidenced by the Notes of the relevant BorrowerInterest Period for any LIBOR Loan, then that Borrower on the last day of such Interest Period, such LIBOR Loan shall be deemed to have requested, as of the date upon which the related then outstanding Loan is due pursuant to Section 3.1(e)(i), a automatically converted into an Base Rate Loan in an amount equal the same amount.
(i) If a Loan is to be made on the same date that another Loan is due and payable, Borrower or the Lenders, as the case may be, shall make available to the Administrative Agent the net amount necessary of funds giving effect to cause both such Loans and the outstanding principal Indebtedness evidenced by its Notes to remain effect for purposes of this Agreement shall be the same and the Lenders shall make the Advances necessary as if separate transfers of funds had been made with respect to make each such Loan notwithstanding Sections 2.1(b), 2.2 and 2.3Loan.
Appears in 1 contract
Samples: Loan Agreement (Station Casinos Inc)
Loans-General. (a) Subject to the terms and conditions set forth in this Agreement, at any time and from time to time from the Closing Date through and including the Business Day immediately prior to the Revolver Maturity Date, each Lender shall, pro rata according to that Lender's Pro Rata Share of the then applicable Revolving Commitment, make Advances in Dollars to Borrowers Borrower under the Revolving Commitment in such amounts as any Borrower may request PROVIDED that do not result in (ai) giving effect to such Advances, the Outstanding Obligations under the Revolving Commitments being in excess of the aggregate principal amount then effective Revolving Commitments or (ii) the Outstanding Obligations owed to that Lender under the Revolving Commitment being in excess of that Lender's Pro Rata Share of the outstanding Loans shall not exceed the Commitment at any time, (b) without the consent of all of the Lenders, the aggregate principal amount of the outstanding Loans to Marina plus the outstanding principal amount of the loans outstanding to Marina under the Five Year Commitment shall not exceed Marina's Aggregate Sublimit at any time, and (c) without the consent of all of the Lenders, the aggregate principal amount of the outstanding Loans to each Borrower hereafter designated as such pursuant to Section 2.6 plus the outstanding principal amount of the loans outstanding to such Borrower under the Five Year Commitment shall not exceed that Borrower's Aggregate Sublimit at any timeRevolving Commitment. Subject to the limitations set forth herein, the Advances by each Lender under its Pro Rata Share of the Borrowers Revolving Commitment may borrowbe prepaid, repay repaid and, subject to the terms and reborrow under the Commitment conditions hereof, reborrowed, in each case without premium or penalty.
(b) Subject to the terms and conditions set forth in this Agreement, at any time and from time to time from the Closing Date through the Business Day immediately prior to the Revolver Maturity Date, each Lender shall, pro rata according to that Lender's Pro Rata Share of the then applicable Tax Exempt Commitment, make Advances to Borrower under the Tax Exempt Commitment in such amounts as Borrower may request that do not result in (i) the Outstanding Obligations being in excess of the aggregate then effective Commitments, (ii) the Outstanding Obligations under the Tax Exempt Commitment being in excess of the aggregate then effective Tax Exempt Commitment, (iii) the Outstanding Obligations owed to that Lender under the Tax Exempt Commitment being in excess of that Lender's Pro Rata Share of the Tax Exempt Commitment, or (iv) the aggregate Advances under the Tax Exempt Commitment in any calendar year exceeding $10,000,000. Subject to the limitations set forth herein, the Advances by each Lender under its Pro Rata Share of the Tax Exempt Commitment may be prepaid or repaid without premium or penalty, but no portion of the Loans under the Tax Exempt Commitment which is so prepaid or repaid may be reborrowed.
(c) Subject to the terms and conditions set forth in this Agreement, each Lender shall make an Advance to Borrower on the Closing Date in the full amount of that Lender's Pro Rata Share of the then existing Term Commitment. In the event that following the Closing Date the amount of the Term Commitments are increased pursuant to Section 2.11, then each Lender which assumes any portion of the increased Term Commitment shall make an Advance in the full amount of the Lender's Pro Rata Share of the increase to the Term Commitment on the effective date of such increase. Subject to the limitations set forth herein, the Advance by each Lender under its Pro Rata Share of the Term Commitment may be prepaid or repaid without premium or penalty, but no portion of the Loans under the Term Commitment which is so prepaid or repaid may be reborrowed.
(d) Subject to the next sentence, each Loan shall be made pursuant to a Request for Loan executed by the relevant Borrower which shall specify the requested (i) date of such Loan, (ii) type of Loan, (iii) amount of such Loan, (iv) whether the requested Loan is under the Revolving Commitment, the Term Commitment or the Tax Exempt Commitment, and (iv) in the case of a Eurodollar Rate Loan, the Eurodollar Period for such Loan. Unless the Administrative Agent has notifiedAgent, in its sole and absolute discretion, Borrowers has notified Borrower to the contrary, a Loan may be requested by telephone by a Responsible Official of any Borrower, in which case that Borrower shall confirm such request by promptly delivering a Request for Loan in person or by telecopier conforming to the preceding sentence to the Administrative Agent. The Administrative Agent shall incur no liability whatsoever hereunder in acting upon any telephonic request for loan purportedly made by a Responsible Official of a Borrower, and each Borrower hereby jointly and severally (but as between Borrowers, ratably) agrees to indemnify the Administrative Agent each Creditor from any loss, cost, expense or liability as a result of so acting. In addition to the foregoing, until notice of the revocation of the Authorization is received from Borrower by the Administrative Agent, any Loan may be requested on behalf of Borrower by Station Management, which shall be deemed to have the authority (conveyed by the Borrower) to request Loans thereunder and to make each of the representations and warranties described therein on behalf of Borrower.
(ce) Promptly following receipt of a Request for LoanLoan (or, subject to Section 2.1(d), a telephonic request for loan), the Administrative Agent shall notify each Lender by telephone or telecopier (and if by telephone, promptly confirmed by telecopier) of the identity of the relevant Borrower, the date and type of the Loan, the any applicable Eurodollar Period, and that Lender's Pro Rata Share of the Loan. Not later than 11:00 a.m., California local time, on the date specified for any Loan (which must be a Business Day), each Lender shall make its Pro Rata Share of the Loan in immediately available funds available to the Administrative Agent at the Administrative Agent's Office. Upon satisfaction or waiver of the applicable conditions set forth in Article 89, all Advances shall be credited on that date in immediately available funds to the Designated Deposit AccountAccount for Borrower.
(df) Unless the Requisite Lenders otherwise consent, each Base Rate Loan shall be in an integral multiple of $1,000,000 and shall be 100,000 which is not less than $10,000,000500,000, and each Eurodollar Rate Loan shall be in an integral multiple of $500,000 which is not less than $2,000,000.
(eg) The Advances made by each Lender to each Borrower under its Pro Rata Share of the Revolving Commitment shall be evidenced by a Note issued that Lender's Revolving Note. The Advances made by each Lender under its Pro Rata Share of the Tax Exempt Commitment shall be evidenced by that Borrower and Lender's Tax Exempt Note. The Advances made payable to by each Lender under its Pro Rata Share of the Term Commitment shall be evidenced by that Lender's Term Note.
(fh) A Request for Loan shall be irrevocable upon the Administrative Agent's first notification thereof.
(gi) If no Request for Loan (or telephonic request for loan Loan referred to in the second sentence of Section 2.1(b2.1(d), if applicable) has been made within the requisite notice periods set forth in Sections Section 2.2 or 2.3 in connection with a Loan which, if made and giving effect prior to the application end of the proceeds thereof, would not increase the outstanding principal Indebtedness evidenced by the Notes of the relevant BorrowerEurodollar Period for any Eurodollar Rate Loan, then that Borrower on the last day of such Eurodollar Period, such Eurodollar Rate Loan shall be deemed to have requested, as of the date upon which the related then outstanding Loan is due pursuant to Section 3.1(e)(i), automatically converted into a Base Rate Loan in an amount equal the same amount.
(j) If a Loan is to be made on the same date that another Loan is due and payable, Borrower or the Lenders (as the case may be) shall upon the request of the Administrative Agent make available to the Administrative Agent the net amount necessary of funds (giving effect to cause both such Loans) and the outstanding principal Indebtedness evidenced by its Notes to remain effect for purposes of this Agreement shall be the same and the Lenders shall make the Advances necessary as if separate transfers of funds had been made with respect to make each such Loan notwithstanding Sections 2.1(b), 2.2 and 2.3Loan.
Appears in 1 contract
Samples: Loan Agreement (Station Casinos Inc)
Loans-General. (a) Subject to the terms and conditions set forth in this Agreement, at any time and from time to time from the Closing Date through and including the Maturity Availability Termination Date, each Lender shall, pro rata according to that Lender's Pro Rata Share of the then applicable Commitment, make Advances in Dollars to Borrowers Borrower under the Commitment in such amounts as any Borrower may request PROVIDED that (a) giving effect to such Advances, do not result in the aggregate principal amount of the outstanding Loans shall not exceed the Commitment at any time, (b) without the consent of all of the Lenders, the aggregate principal amount of the outstanding Loans to Marina plus the outstanding principal amount of the loans outstanding to Marina under the Five Year Commitment shall not exceed Marina's Aggregate Sublimit at any time, and (c) without Notes exceeding the consent of all of the Lenders, the aggregate principal amount of the outstanding Loans to each then applicable Commitment. Borrower hereafter designated as such pursuant to Section 2.6 plus the outstanding principal amount of the loans outstanding to such Borrower under the Five Year Commitment shall not exceed that Borrower's Aggregate Sublimit at any time. Subject to the limitations set forth herein, each of the Borrowers may borrow, but may not repay and reborrow under the Commitment without premium or penaltyCommitment.
(b) Subject to the next sentence, each Loan shall be made pursuant to a Request for Loan executed by the relevant Borrower which shall specify the requested (i) date of such Loan, Loan and (ii) type of Loan, (iii) amount of such LoanLoan and which shall be received by the Managing Agent, and at the Managing Agent's Office, not later than 9:00 a.m. California time on the date (ivwhich must be a Banking Day) in of the case of a Eurodollar Rate Loan, the Eurodollar Period for such requested Loan. Unless the Administrative Managing Agent has notified, in its sole and absolute discretion, Borrowers Borrower to the contrary, a Loan may be requested by telephone by a Responsible Official of any Borrower, in which case that Borrower shall confirm such request by promptly delivering a Request for Loan in person or by telecopier conforming to the preceding sentence to the Administrative Managing Agent. The Administrative Managing Agent shall incur no liability whatsoever hereunder in acting upon any telephonic request for loan Loan purportedly made by a Responsible Official of a Borrower, and each Borrower hereby jointly and severally (but as between Borrowers, ratably) agrees to indemnify the Administrative Managing Agent from any loss, cost, expense or liability as a result of so acting.
(c) Promptly following receipt of a Request for Loan, the Administrative Managing Agent shall notify each Lender by telephone or telecopier (and if by telephone, promptly confirmed by telecopier) of the identity of the relevant Borrower, the date and type amount of the Loan, the applicable Eurodollar Period, and that Lender's Pro Rata Share of the Loan. Not later than 11:00 a.m., California local time, on the date specified for any the Loan (which must be a Business Banking Day), each Lender shall make its Pro Rata Share of the Loan in immediately available funds available to the Administrative Managing Agent at the Administrative Managing Agent's Office. Upon satisfaction or waiver of the applicable conditions set forth in Article 8ARTICLE 9, all Advances shall be credited on that date in immediately available funds to the Designated Deposit Account.
(d) Unless the Requisite Lenders otherwise consent, (i) each Loan shall be an integral multiple of $1,000,000 and shall be not less than $10,000,0007,500,000 (EXCEPT when such Loan is for the unused balance of the Commitment) and (ii) no more than two (2) Loans may be requested in any calendar month, EXCEPT, in each case, for a Loan made to satisfy Borrower's obligations under Section 2.4.
(e) The Advances made by each Lender to each Borrower shall be evidenced by a Note issued by that Borrower and made payable to that Lender's Note.
(f) A Request for Loan shall be irrevocable upon the Administrative Managing Agent's first notification thereof.
(g) If no Request for Loan (or telephonic request for loan referred to in the second sentence of Section 2.1(b), if applicable) has been made within the requisite notice periods set forth in Sections 2.2 or 2.3 in connection with a Loan which, if made and giving effect to the application of the proceeds thereof, would not increase the outstanding principal Indebtedness evidenced by the Notes of the relevant Borrower, then that Borrower shall be deemed to have requested, as of the date upon which the related then outstanding Loan is due pursuant to Section 3.1(e)(i), a Base Rate Loan in an amount equal to the amount necessary to cause the outstanding principal Indebtedness evidenced by its Notes to remain the same and the Lenders shall make the Advances necessary to make such Loan notwithstanding Sections 2.1(b), 2.2 and 2.3.
Appears in 1 contract
Loans-General. (a) Subject to the terms and conditions set forth in this Agreement, at any time and from time to time from the Closing Date through and including the Business Day immediately prior to the Revolver Maturity Date, each Lender shall, pro rata according to that Lender's Pro Rata Share of the then applicable Revolving Commitment, make Advances to the Domestic Borrower in Dollars to Borrowers under the Revolving Commitment in such amounts as any the Domestic Borrower may request PROVIDED that (a) do not exceed in the aggregate at any one time outstanding that Lender's Pro Rata Share of the Revolving Commitment; provided that, giving effect to such Advancesthe requested Loan, the aggregate principal amount of Revolving Usage plus the outstanding Loans then applicable Euro Reserve shall not exceed the Commitment at any time, (b) without the consent of all of the Lenders, the aggregate principal amount of the outstanding Loans to Marina plus the outstanding principal amount of the loans outstanding to Marina under the Five Year Commitment shall not exceed Marina's Aggregate Sublimit at any time, and (c) without the consent of all of the Lenders, the aggregate principal amount of the outstanding Loans to each Borrower hereafter designated as such pursuant to Section 2.6 plus the outstanding principal amount of the loans outstanding to such Borrower under the Five Year Commitment shall not exceed that Borrower's Aggregate Sublimit at any timethen applicable Revolving Commitment. Subject to the limitations set forth herein, the Advances by each Lender under its Pro Rata Share of the Borrowers Revolving Commitment may borrow, repay and reborrow under the Commitment be prepaid without premium or penalty, and amounts that are prepaid may, subject to the conditions set forth herein, be reborrowed.
(b) Subject to the next sentenceterms and conditions set forth in this Agreement, on the Closing Date, each Lender shall make a Term Loan shall be made pursuant to a Request for Loan executed by the relevant Domestic Borrower which shall specify in Dollars under the requested (i) date of such Loan, (ii) type of Loan, (iii) Term Commitment in the full amount of such Loan, and (iv) in the case of a Eurodollar Rate Loan, the Eurodollar Period for such Loan. Unless the Administrative Agent has notified, in its sole and absolute discretion, Borrowers to the contrary, a Loan may be requested by telephone by a Responsible Official of any Borrower, in which case that Borrower shall confirm such request by promptly delivering a Request for Loan in person or by telecopier conforming to the preceding sentence to the Administrative Agent. The Administrative Agent shall incur no liability whatsoever hereunder in acting upon any telephonic request for loan purportedly made by a Responsible Official of a Borrower, and each Borrower hereby jointly and severally (but as between Borrowers, ratably) agrees to indemnify the Administrative Agent from any loss, cost, expense or liability as a result of so acting.
(c) Promptly following receipt of a Request for Loan, the Administrative Agent shall notify each Lender by telephone or telecopier (and if by telephone, promptly confirmed by telecopier) of the identity of the relevant Borrower, the date and type of the Loan, the applicable Eurodollar Period, and that Lender's Pro Rata Share of the LoanTerm Commitment. Not later than 11:00 a.m.The Term Loan shall be evidenced by the Term Notes. Amounts repaid under the Term Commitment may not be reborrowed, California local timebut may be refinanced with the proceeds of new Term Loans.
(c) Subject to the terms and conditions set forth in this Agreement, on at any time and from time to time from the date specified for any Loan (which must be a Closing Date through the Business Day)Day immediately prior to the Revolver Maturity Date, each Lender Bank of America, Frankfurt shall make its Advances in Euros to the German Borrowers under the German Commitment in such amounts as the German Borrowers may request that do not exceed the German Commitment; provided that, giving effect to the making of each requested Loan, (i) giving effect to the requested Loan, the Dollar Equivalent of the outstanding Loans under the German Commitment plus the then applicable Euro Reserve shall not exceed the German Commitment, (ii) the Revolving Usage plus the then applicable Euro Reserve shall not exceed the then applicable Revolving Commitment, and (iii) Bank of America, Frankfurt shall be excused from funding the Pro Rata Share of each Loan under the Loan in immediately available funds available German Commitment which is attributable to the Administrative Agent at participation of any Lender which is then in default under the Administrative Agent's Office. Upon satisfaction or waiver Section 2.12 (but without prejudice to the rights of the applicable conditions set forth in Article 8, all Advances shall be credited on that date in immediately available funds German Borrowers to proceed against the Designated Deposit Account.
(d) Unless the Requisite Lenders otherwise consent, each Loan shall be an integral multiple of $1,000,000 and shall be not less than $10,000,000.
(e) The Advances made by each defaulting Lender to each Borrower shall be evidenced by a Note issued by that Borrower and made payable to that Lender.
(f) A Request for Loan shall be irrevocable upon the Administrative Agent's first notification thereof.
(g) If no Request for Loan (or telephonic request for loan referred to in the second sentence any violation of Section 2.1(b), if applicable) has been made within the requisite notice periods set forth in Sections 2.2 or 2.3 in connection with a Loan which, if made and giving effect to the application of the proceeds thereof, would not increase the outstanding principal Indebtedness evidenced by the Notes of the relevant Borrower, then that Borrower shall be deemed to have requested, as of the date upon which the related then outstanding Loan is due pursuant to Section 3.1(e)(i), a Base Rate Loan in an amount equal to the amount necessary to cause the outstanding principal Indebtedness evidenced by its Notes to remain the same and the Lenders shall make the Advances necessary to make such Loan notwithstanding Sections 2.1(b), 2.2 and 2.32.
Appears in 1 contract
Loans-General. (a) Subject to the terms and conditions set forth in this Agreement, at any time and from time to time from the Closing Date through and including the Maturity Revolver Termination Date, each Lender shall, pro rata according to that Lender's Pro Rata Share of the then applicable Revolving Commitment, make Advances in Dollars to Borrowers Borrower under the Revolving Commitment in such amounts as any Borrower may request that do not exceed in the aggregate at any one time outstanding that Lender's Pro Rata Share of the Revolving Commitment; PROVIDED that (a) that, giving effect to such Advancesthe requested Loan, the aggregate principal amount of the outstanding Loans shall Revolving Usage does not exceed the Commitment at any time, (b) without the consent of all of the Lenders, the aggregate principal amount of the outstanding Loans to Marina plus the outstanding principal amount of the loans outstanding to Marina under the Five Year Commitment shall not exceed Marina's Aggregate Sublimit at any time, and (c) without the consent of all of the Lenders, the aggregate principal amount of the outstanding Loans to each Borrower hereafter designated as such pursuant to Section 2.6 plus the outstanding principal amount of the loans outstanding to such Borrower under the Five Year Commitment shall not exceed that Borrower's Aggregate Sublimit at any timeMaximum Revolving Credit Amount. Subject to the limitations set forth hereinherein (including, each without limitation, the requirements of the Borrowers Section 3.6(d)), Borrower may borrow, repay and reborrow under the Revolving Commitment without premium or penalty.
(b) Subject to the terms and conditions set forth in this Agreement, on the Closing Date, each Lender shall make a Term Loan to Borrower under the Term Commitment in the full amount of such Lender's Pro Rata Share of the Term Commitment. The Term Loan shall be evidenced by the A Term Notes. Amounts repaid under the Term Commitment may not be reborrowed, but may be refinanced with the proceeds of new Term Loans.
(c) Subject to the next sentence, each Loan shall be made pursuant to a written Request for Loan executed by the relevant Borrower which shall specify the requested (i) the requested date of such Loan, (ii) type of Loanwhether such Loan is to be under the Revolving Commitment or the Term Commitment, (iii) whether such Loan is to be a Base Rate Loan or a Eurodollar Rate Loan, (iv) the amount of such Loan, and (ivv) in the case of a Eurodollar Rate Loan, the Eurodollar Period for such Loan if such Loan is to be a Eurodollar Rate Loan. Unless the Administrative Agent has notified, in its sole and absolute discretion, Borrowers to the contrary, a Loan may be requested by telephone by a Responsible Official of any Borrower, in which case that Borrower shall confirm such request by promptly delivering a Request for Loan in person or by telecopier conforming to the preceding sentence to the Administrative Agent. The Administrative Agent shall incur no liability whatsoever hereunder in acting upon any telephonic request for loan purportedly made by a Responsible Official of a Borrower, and each Borrower hereby jointly and severally (but as between Borrowers, ratably) agrees to indemnify the Administrative Agent from any loss, cost, expense or liability as a result of so acting.
(cd) Promptly following receipt of a Request for Loan, the Administrative Agent shall notify each Lender by telephone or telecopier (and if by telephone, promptly confirmed by telecopier) of the identity of the relevant Borrower, the date and type of the Loan, the applicable Eurodollar Period, and that Lender's Pro Rata Share of the Loan. Not later than 11:00 a.m., California local Los Angeles time, on the date specified for any Loan (which must be a Business Day)Loan, each Lender shall make its Pro Rata Share of the that Loan in immediately available funds available to the Administrative Agent at the Administrative Agent's OfficeOffice in immediately available funds. Upon satisfaction or waiver fulfilment of the applicable conditions set forth in Article 8, all Advances the Loan shall be credited on that date in immediately available funds to the Designated Deposit Funding Account.
(de) Unless the Requisite Lenders otherwise consent, (i) each Base Rate Loan shall be in an integral multiple of $1,000,000 and shall be 100,000 which is not less than $10,000,000.
250,000 and (eii) The Advances made by each Lender to each Borrower Eurodollar Rate Loan shall be evidenced by a Note issued by that Borrower and made payable to that Lenderin an integral multiple of $100,000 which is not less than $1,000,000.
(f) A Request for Loan shall be irrevocable upon the Administrative Agent's first notification thereof.
(g) If no Request for Loan (or telephonic request for loan referred to in the second sentence of Section 2.1(b), if applicable) has been made delivered within the requisite notice periods set forth in Sections 2.2 or 2.3 in connection with a Loan which, if made and giving effect to the application of the proceeds thereofmade, would not increase the outstanding principal Indebtedness evidenced by the Notes amount of the relevant BorrowerObligations, then that Borrower shall be deemed to have requested, as of the date upon which the related then outstanding Loan is due pursuant to Section 3.1(e)(i)3.1(d)(i) and not paid, a Base Rate Loan in an amount equal to the amount necessary to cause the outstanding principal Indebtedness evidenced by its Notes amount of the Obligations to remain the same and the Lenders shall make the Advances necessary to make such Loan notwithstanding Borrower's failure to deliver a Request for Loan or other notice required by Sections 2.1(b), 2.2 and 2.3.
(g) Unless the Administrative Agent otherwise consents, no more than ten Eurodollar Rate Loans shall be outstanding at any one time.
(h) A Request for Loan shall be irrevocable upon the Administrative Agent's first notification thereof.
Appears in 1 contract
Samples: Loan Agreement (Landec Corp \Ca\)
Loans-General. (a) Subject to the terms and conditions set forth in this Agreement, at any time and from time to time from the Closing Amendment Effective Date through and including the Maturity Date, each Lender shall, pro rata according to that Lender's Pro Rata Share of the then applicable Line A Commitment, make Advances in Dollars to Borrowers under the Line A Commitment in such amounts as any Borrower Borrowers may request PROVIDED that do not result in (a) giving effect to such Advances, the aggregate principal amount of outstanding under the outstanding Loans shall not Line A Notes to exceed the Line A Commitment at any time, or (b) without the consent of all of the Lenders, SUM OF (i) the aggregate principal amount of the outstanding Loans to Marina plus the outstanding principal amount of the loans outstanding to Marina under the Five Year Commitment shall not Line A Notes and Line B Notes PLUS (ii) the Swing Line Outstandings (after giving effect to any concurrent payment thereof with the proceeds of such Advances) PLUS (iii) the Aggregate Effective Amount under all outstanding Letters of Credit to exceed Marina's Aggregate Sublimit at any time, and (c) without the consent of all of the Lenders, the aggregate principal amount of the outstanding Loans to each Borrower hereafter designated as such pursuant to Section 2.6 plus the outstanding principal amount of the loans outstanding to such Borrower under the Five Year Commitment shall not exceed that Borrower's Aggregate Sublimit at any timeCommitments. Subject to the limitations set forth herein, each of the Borrowers may borrow, repay and reborrow under the Line A Commitment without premium or penalty.
(b) Subject to the terms and conditions set forth in this Agreement (INCLUDING those set forth in Section 11.2), at any time and from time to time from the Amendment Effective Date through the Maturity Date, each Lender shall, pro rata according to that Lender's Pro Rata Share of the then applicable Line B Commitment, make Advances to Borrowers under the Line B Commitment in such amounts as Borrowers may request that do not result in (a) the aggregate principal amount outstanding under the Line B Notes to exceed the Line B Commitment or (b) the SUM OF (i) the aggregate principal amount outstanding under the Line A Notes and Line B Notes PLUS (ii) the Swing Line Outstandings (after giving effect to any concurrent payment thereof with the proceeds of such Advances) PLUS (iii) the Aggregate Effective Amount under all outstanding Letters of Credit to exceed the Commitments. Subject to the limitations set forth herein, Borrowers may borrow, repay and reborrow under the Line B Commitment without premium or penalty.
(c) Subject to the next sentence, each Loan shall be made pursuant to a Request for Loan executed by the relevant Borrower which shall specify the requested (i) date of such Loan, (ii) type of Loan, (iii) amount of such Loan, and (iv) in the case of a Eurodollar Rate Loan, the Eurodollar Interest Period for such Loan. Unless the Administrative Agent has notified, in its sole and absolute discretion, Borrowers to the contrary, a Loan may be requested by telephone by a Responsible Official of any BorrowerBorrowers, in which case that Borrower Borrowers shall confirm such request by promptly delivering a Request for Loan in person or by telecopier conforming to the preceding sentence to the Administrative Agent. The Administrative Agent shall incur no liability whatsoever hereunder in acting upon any telephonic request for loan Loan purportedly made by a Responsible Official of a BorrowerBorrowers, and each Borrower Borrowers hereby jointly and severally (but as between Borrowers, ratably) agrees agree to indemnify the Administrative Agent from any loss, cost, expense or liability as a result of so acting.
(cd) Promptly following receipt of a Request for Loan, the Administrative Agent shall notify each Lender by telephone or telecopier (and if by telephone, promptly confirmed by telecopier) of the identity of the relevant Borrower, the date and type of the Loan, the applicable Eurodollar Interest Period, and that Lender's Pro Rata Share of the Loan. Not later than 11:00 10:00 a.m., California local time, on the date specified for any Loan (which must be a Business Banking Day), each Lender shall make its Pro Rata Share of the Loan in immediately available funds available to the Administrative Agent at the Administrative Agent's Office. Upon satisfaction or waiver of the applicable conditions set forth in Article 8ARTICLE 11, all Advances shall be credited on that date in immediately available funds to the Designated Deposit Account.
(de) Unless the Requisite Lenders otherwise consent, each Alternate Base Rate Loan shall be an integral multiple of $1,000,000 and shall be not less than $10,000,0005,000,000 and each Eurodollar Rate Loan shall be not less than $10,000,000 and in an integral multiple of $1,000,000.
(ef) The Advances made by each Lender to each Borrower under the Line A Commitment shall be evidenced by a Note issued that Lender's Line A Note. The Advances made by each Lender under the Line B Commitment shall be evidenced by that Borrower and made payable to that Lender's Line B Note.
(fg) A Subject to Sections 3.7(c) and (d), a Request for Loan shall be irrevocable upon the Administrative Agent's first notification thereof.
(gh) If no Request for Loan (or telephonic request for loan Loan referred to in the second sentence of Section 2.1(b2.1(C), if applicable) has been made within the requisite notice periods set forth in Sections Section 2.2 or 2.3 in connection with a Loan which, if made and giving effect prior to the application end of the proceeds thereof, would not increase the outstanding principal Indebtedness evidenced by the Notes of the relevant BorrowerInterest Period for any Eurodollar Rate Loan, then that Borrower on the last day of such Interest Period, such Eurodollar Rate Loan shall be deemed to have requested, as of the date upon which the related then outstanding Loan is due pursuant to Section 3.1(e)(i), a automatically converted into an Alternate Base Rate Loan in an amount equal the same amount.
(i) If a Loan is to be made on the same date that another Loan is due and payable, Borrowers or the Lenders, as the case may be, shall make available to the Administrative Agent the net amount necessary of funds giving effect to cause both such Loans and the outstanding principal Indebtedness evidenced by its Notes to remain effect for purposes of this Agreement shall be the same and the Lenders shall make the Advances necessary as if separate transfers of funds had been made with respect to make each such Loan notwithstanding Sections 2.1(b), 2.2 and 2.3Loan.
Appears in 1 contract
Samples: Reducing Revolving Loan Agreement (Station Casinos Inc)
