Rent and Charges Reserve. the aggregate of (a) all past due rent and other amounts owing by an Obligor to any landlord, warehouseman, processor, repairman, mechanic, shipper, freight forwarder, broker or other Person who possesses any Collateral or could assert a Lien on any Collateral; and (b) a reserve at least equal to three months rent and other charges that could be payable to any such Person, unless it has executed a Lien Waiver. Report: as defined in Section 12.2.3 . Reportable Event: any event set forth in Section 4043(c) of ERISA, other than an event for which the 30 day notice period has been waived. Reporting Trigger Period: the period (a) commencing on any day that (i) an Event of Default occurs (ii) Availability is less than the greater of (x) $12.5% of the Borrowing Base and (y) $10,000,000. Required Lenders: Secured Parties holding more than 50% of (a) the aggregate outstanding Commitments; or (b) after termination of the Commitments, the aggregate outstanding Loans and LC Obligations or, upon Full Payment of all Loans and LC Obligations, the aggregate remaining Obligations; provided, that Commitments, Loans and other Obligations held by a Defaulting Lender and its Affiliates shall be disregarded in making such calculation, but any related Fronting Exposure shall be deemed held as a Loan or LC Obligation by the Lender (including in its capacity as Issuing Bank) that funded the applicable Loan or issued the applicable Letter of Credit. Restricted Investment: any Investment by a Borrower or Subsidiary, other than (a) Investments in Subsidiaries to the extent existing on the Closing Date; (b) Investments in Obligors provided that if the Investment includes the transfer of Accounts or Inventory by a Borrower such transfer may only be made to another Borrower; (c)
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Samples: Loan Agreement (Key Tronic Corp)
Rent and Charges Reserve. the aggregate of (a) all past due rent and other amounts owing by an Obligor to any landlord, warehouseman, processor, repairman, mechanic, shipper, freight forwarder, broker forwarder or other Person who possesses any Collateral or could assert a Lien on any Collateral; and (b) a reserve at least equal to three months months’ rent and other charges that could be payable to any such Person, unless it has executed a Lien Waiver. Report: Report - as defined in Section 12.2.3 12.2.3. Reportable Event: Event - any event set forth in Section 4043(c4043(b) of ERISA, other than an event for which the 30 day notice period has been waived. Reporting Trigger Period: the period (a) commencing on any day that (i) an Event of Default occurs (ii) Availability is less than the greater of (x) $12.5% of the Borrowing Base and (y) $10,000,000. Required Lenders: Secured Parties holding more than Lenders - at any time, Lenders whose aggregate Pro Rata Shares exceed 50% of (a) the aggregate outstanding Commitments; or (b) after termination of the Commitments, the aggregate outstanding Loans and LC Obligations or, upon Full Payment of all Loans and LC Obligations, the aggregate remaining Obligations%; provided, however, that Commitmentsat any time there are 2 or more Lenders, Loans “Required Lenders” must include at least 2 Lenders (who are not Affiliates of one another). Reserve Percentage - the reserve percentage (expressed as a decimal, rounded upward to the nearest 1/8th of 1%) applicable to member banks under regulations issued from time to time by the Board of Governors for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently referred to as “Eurocurrency liabilities”). Responsible Officer - with respect to all certificates and financial matters hereunder, President, Chief Executive Officer, and Chief Financial Officer of a Borrower (the “Principal Responsible Officers”) and, with respect to all notices (including Notice of Borrowing) and other Obligations held matters hereunder, any Principal Responsible Officer, the Vice President, Finance and Controller, Vice President, Treasurer or General Counsel of the Borrower Representative or any other officer expressly designated by the Board of Directors of the Borrower Representative (or the appropriate committee thereof) or a Principal Responsible Officer as a Responsible Officer of the Borrower Representative. Any document delivered hereunder that is signed by a Defaulting Lender and its Affiliates Responsible Officer of the Borrower Representative shall be disregarded in making conclusively presumed to have been authorized by all necessary corporate and/or other action on the part of the Borrower Representative and each other Borrower on whose behalf it is delivered and such calculation, but any related Fronting Exposure Responsible Officer shall be deemed held as a Loan or LC Obligation by conclusively presumed to have acted on behalf of the Lender (including in its capacity as Issuing Bank) that funded the applicable Loan or issued the applicable Letter of CreditBorrower Representative and each such Borrower. Restricted Investment: Investment - any Investment by a Borrower or Subsidiaryan Obligor, other than (a) Investments (other than those permitted by clause (b) through (g) of this definition) that are existing on the Closing Date and are listed on Schedule 10.2.5; (b) Investments in Subsidiaries to the extent existing on the Closing Date; (bc) cash and Cash Equivalents that are subject to Agent’s Liens and control; provided that, cash consisting of collected funds and Cash Equivalents held by the Obligors shall not exceed $10,000,000 in the aggregate (excluding amounts held in employee trust accounts) for more than three (3) consecutive Business Days so long as any Revolver Loan is outstanding; (d) loans, advances and credit extensions permitted under Section 10.2.7; (e) Investments of (i) any Subsidiary in Obligors a Borrower or (ii) any Obligor in another Obligor or (iii) any Subsidiary which is not an Obligor in another Subsidiary which is not an Obligor; (f) with respect to any Obligor, Permitted Acquisitions; (g) Investments permitted by Section 10.2.9; (h) other Investments and Acquisitions consummated after the Closing Date by any Subsidiary which is not an Obligor which Investments or Acquisitions do not contain any Contingent Obligations, or any direct or contingent liabilities, of any Obligor and which have not been financed in whole or in part by any Obligor and (i) any other Investment permitted under the Second Lien Debt Documents, as in effect on the date hereof so long as after giving effect to such Investment, Excess Availability is at least 12.5% of the Maximum Revolver Amount, provided that if all such Investments made pursuant to this clause (i) shall not exceed $5,000,000 in the Investment includes aggregate during the transfer term of Accounts or Inventory by a Borrower such transfer may only be made to another Borrower; (c)the Agreement.
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Rent and Charges Reserve. the aggregate of (a) all past due rent and other amounts owing by an Obligor to any landlord, warehouseman, processor, repairman, mechanic, shipper, freight forwarder, broker forwarder or other Person who possesses any Collateral or could assert a Lien on any Collateral; and (b) a reserve at least equal to three months rent and other charges that could be payable to any such Person, unless it has executed a Lien Waiver. Report: Report - as defined in Section 12.2.3 12.2.3. Reportable Event: Event - any event set forth in Section 4043(c4043(b) of ERISA, other than an event for which the 30 day notice period has been waived. Reporting Trigger Period: the period Required Lenders - Lenders (asubject to Section 4.2) commencing on any day that (i) an Event having Revolver Commitments in excess of Default occurs (ii) Availability is less than the greater of (x) $12.550% of the Borrowing Base aggregate Revolver Commitments; and (yb) $10,000,000. Required Lenders: Secured Parties holding more than if the Revolver Commitments have terminated, Loans in excess of 50% of all outstanding Loans. Reserve Percentage - the reserve percentage (aexpressed as a decimal, rounded upward to the nearest 1/8th of 1%) applicable to member banks under regulations issued from time to time by the aggregate outstanding Commitments; Board of Governors for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (bcurrently referred to as “Eurocurrency liabilities”). Responsible Officer - means, with respect to all certificates and financial matters hereunder, President, Chief Executive Officer, and Chief Financial Officer of a Borrower (the “Principal Responsible Officers”) after termination and, with respect to all notices (including Notice of Borrowing) and other matters hereunder, any Principal Responsible Officer, the Vice President, Finance and Controller, Vice President, Treasurer or General Counsel of the Commitments, Borrower Representative or any other officer expressly designated by the aggregate outstanding Loans and LC Obligations or, upon Full Payment Board of all Loans and LC Obligations, Directors of the aggregate remaining Obligations; provided, Borrower Representative (or the appropriate committee thereof) or a Principal Responsible Officer as a Responsible Officer of the Borrower Representative. Any document delivered hereunder that Commitments, Loans and other Obligations held is signed by a Defaulting Lender and its Affiliates Responsible Officer of the Borrower Representative shall be disregarded in making conclusively presumed to have been authorized by all necessary corporate and/or other action on the part of the Borrower Representative and each other Borrower on whose behalf it is delivered and such calculation, but any related Fronting Exposure Responsible Officer shall be deemed held as a Loan or LC Obligation by conclusively presumed to have acted on behalf of the Lender (including in its capacity as Issuing Bank) that funded the applicable Loan or issued the applicable Letter of CreditBorrower Representative and each such Borrower. Restricted Investment: Investment - any Investment by a Borrower or Subsidiaryan Obligor, other than (a) Investments (other than those permitted by clause (b) through (g) of this definition) that are existing on the Closing Date and are listed on Schedule 10.2.5; (b) Investments in Subsidiaries to the extent existing on the Closing Date; (bc) Cash Equivalents that are subject to Agent’s Lien and control, pursuant to documentation in form and substance reasonably satisfactory to Agent; (d) loans, advances and credit extensions permitted under Section 10.2.7; (e) Investments of (i) any Subsidiary in Obligors provided that if the Investment includes the transfer of Accounts or Inventory by a Borrower such transfer may only be made to or (ii) any Obligor in another BorrowerObligor or (iii) any Subsidiary which is not an Obligor in another Subsidiary which is not an Obligor; (c)f) with respect to any Obligor, Permitted Acquisitions; (g) Investments permitted by Section 10.2.9; (h) other Investments and Acquisitions consummated after the Closing Date by any Subsidiary which is not an Obligor which Investments or Acquisitions do not contain any Contingent Obligations, or any direct or contingent liabilities, of any Obligor and which have not been financed in whole or in part by any Obligor and (i) any Investment made after the Closing Date as long as Availability after giving effect to such Investment exceeds $60,000,000. Restrictive Agreement - an agreement (other than a Loan Document) that conditions or restricts the right of any Borrower, Domestic Subsidiary or other Obligor to incur or repay the Obligations, to grant Liens on the Collateral, to declare or make Distributions to an Obligor, to modify, extend or renew the Obligations, or to repay any intercompany Debt owed to an Obligor. Revolver Commitment - for any Lender, its obligation to make Revolver Loans and to participate in LC Obligations up to the maximum principal amount shown on
Appears in 1 contract
Rent and Charges Reserve. the aggregate of (a) all past due rent and other amounts owing by an Obligor to any landlord, warehouseman, processor, repairman, mechanic, shipper, freight forwarder, broker forwarder or other Person who possesses any Collateral or could assert a Lien on any Collateral; and (b) a reserve at least equal to three months months’ rent and other charges that could be payable to any such Person, unless it has executed a Lien Waiver. Report: Report - as defined in Section 12.2.3 12.2.3. Reportable Event: Event - any event set forth in Section 4043(c4043(b) of ERISA, other than an event for which the 30 day notice period has been waived. Reporting Trigger Period: the period (a) commencing on any day that (i) an Event of Default occurs (ii) Availability is less than the greater of (x) $12.5% of the Borrowing Base and (y) $10,000,000. Required Lenders: Secured Parties holding more than Lenders -at any time, Lenders whose aggregate Pro Rata Shares exceed 50% of (a) the aggregate outstanding Commitments; or (b) after termination of the Commitments, the aggregate outstanding Loans and LC Obligations or, upon Full Payment of all Loans and LC Obligations, the aggregate remaining Obligations%; provided, however, that Commitmentsat any time there are 2 or more Lenders, Loans “Required Lenders” must include at least 2 Lenders (who are not Affiliates of one another). Reserve Percentage - the reserve percentage (expressed as a decimal, rounded upward to the nearest 1/8th of 1%) applicable to member banks under regulations issued from time to time by the Board of Governors for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently referred to as “Eurocurrency liabilities”). Responsible Officer - with respect to all certificates and financial matters hereunder, President, Chief Executive Officer, and Chief Financial Officer of a Borrower (the “Principal Responsible Officers”) and, with respect to all notices (including Notice of Borrowing) and other Obligations held matters hereunder, any Principal Responsible Officer, the Vice President, Finance and Controller, Vice President, Treasurer or General Counsel of the Borrower Representative or any other officer expressly designated by the Board of Directors of the Borrower Representative (or the appropriate committee thereof) or a Principal Responsible Officer as a Responsible Officer of the Borrower Representative. Any document delivered hereunder that is signed by a Defaulting Lender and its Affiliates Responsible Officer of the Borrower Representative shall be disregarded in making conclusively presumed to have been authorized by all necessary corporate and/or other action on the part of the Borrower Representative and each other Borrower on whose behalf it is delivered and such calculation, but any related Fronting Exposure Responsible Officer shall be deemed held as a Loan or LC Obligation by conclusively presumed to have acted on behalf of the Lender (including in its capacity as Issuing Bank) that funded the applicable Loan or issued the applicable Letter of CreditBorrower Representative and each such Borrower. Restricted Investment: Investment - any Investment by a Borrower or Subsidiaryan Obligor, other than (a) Investments (other than those permitted by clause (b) through (g) of this definition) that are existing on the Closing Date and are listed on Schedule 10.2.5; (b) Investments in Subsidiaries to the extent existing on the Closing Date; (c) cash and Cash Equivalents that are subject to Agent’s Liens and control; provided that, cash consisting of collected funds and Cash Equivalents held by the Obligors shall not exceed $10,000,000 in the aggregate (excluding amounts held in employee trust accounts) for more than three (3) consecutive Business Days so long as any Revolver Loan is outstanding; (d) loans, advances and credit extensions permitted under Section 10.2.7; (e) Investments of (i) any Subsidiary in a Borrower or (ii) any Obligor in another Obligor or (iii) any Subsidiary which is not an Obligor in another Subsidiary which is not an Obligor; (f) with respect to any Obligor, Permitted Acquisitions; (g) Investments permitted by Section 10.2.9; (h) other Investments and Acquisitions consummated after the Closing Date by any Subsidiary which is not an Obligor which Investments or Acquisitions do not contain any Contingent Obligations, or any direct or contingent liabilities, of any Obligor and which have not been financed in whole or in part by any Obligor and (i) any other Investment permitted under the Second Lien Debt Documents, as in effect on the date hereof so long as after giving effect to such Investment, Excess Availability is at least 12.5% of the Maximum Revolver Amount, provided that all such Investments made pursuant to this clause (i) shall not exceed $5,000,000 in the aggregate during the term of the Agreement. Restrictive Agreement - an agreement (other than a Loan Document, Second Lien Debt Documents and Last-Out Loan Documents) that conditions or restricts the right of any Borrower, Domestic Subsidiary or other Obligor to incur or repay the Obligations, to grant Liens on the Collateral, to declare or make Distributions to an Obligor, to modify, extend or renew the Obligations, or to repay any intercompany Debt owed to an Obligor. Revolver Commitment - for any Lender, its obligation to make Revolver Loans and to participate in LC Obligations up to the maximum principal amount shown on Schedule 1.1, or as specified hereafter in the most recent Assignment and Acceptance to which it is a party. Revolver Commitments - the aggregate amount of such commitments as reduced or increased from time to time pursuant to the terms of this Agreement, including pursuant to Section 2.2. Revolver Loan - a loan made pursuant to Section 2.1, and any Swingline Loan, Overadvance Loan or Protective Advance. Revolver Note - a promissory note to be executed by Borrowers in favor of a Lender in the form of Exhibit A, which shall be in the amount of such Lender’s Revolver Commitment and shall evidence the Revolver Loans made by such Lender. Revolver Termination Date – October 19, 2016. Royalties - all royalties, fees, expense reimbursement and other amounts payable by an Obligor under a License. S&P - Standard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., and its successors. Sanctioned Entity - (a) a country or a government of a country, (b) Investments in Obligors provided that if an agency of the Investment includes the transfer government of Accounts a country, (c) an organization directly or Inventory indirectly controlled by a Borrower such transfer may only country or its government, (d) a Person resident in or determined to be made resident in a country, in each case, that is subject to another Borrower; (c)a country sanctions program administered and enforced by OFAC. Sanctioned Person - a person named on the list of Specially Designated Nationals maintained by OFAC. Second Lien Agent - Cerberus Business Finance, LLC or its successors or assigns. Second Lien Debt - indebtedness and other obligations evidenced by the Second Lien Debt Documents and subject to the Second Lien Debt Intercreditor Agreement.
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Rent and Charges Reserve. the aggregate of (a) all past due rent and other amounts owing by an Obligor Obligor, except as disputed or contested in good faith or, to the extent not resulting in a Material Adverse Effect, paid in accordance with the Obligors’ ordinary payment practices (and a Loan Party has not received notice of the other party’s intention to exercise remedies as a result of any past due amounts owing), to any landlord, warehouseman, processor, repairman, mechanic, shipper, freight forwarder, broker forwarder or other Person who possesses any Collateral or could assert a Lien on any Collateral; and (b) a reserve at least equal to three months rent and other charges that could be payable to any such Person, unless it has executed a Lien Waiver, and (c) a reserve established by Agent for such fees, costs and other expenses as may be payable to the Senior Secured Note Trustee. Report: Report - as defined in Section 12.2.3 12.2.3. Reportable Event: Event - any event set forth in Section 4043(c4043(b) of ERISA, other than an event for which the 30 day notice period has been waived. Reporting Trigger Period: the period Required Lenders - Lenders (subject to Section 4.2) having (a) commencing on any day that (i) an Event Revolver Commitments in excess of Default occurs (ii) Availability is less than the greater of (x) $12.550% of the Borrowing Base aggregate Revolver Commitments; and (yb) $10,000,000. Required Lenders: Secured Parties holding more than if the Revolver Commitments have terminated, Loans in excess of 50% of all outstanding Loans. Reserve Percentage - the reserve percentage (a) the aggregate outstanding Commitments; or (b) after termination of the Commitments, the aggregate outstanding Loans and LC Obligations or, upon Full Payment of all Loans and LC Obligations, the aggregate remaining Obligations; provided, that Commitments, Loans and other Obligations held by a Defaulting Lender and its Affiliates shall be disregarded in making such calculation, but any related Fronting Exposure shall be deemed held expressed as a Loan or LC Obligation decimal, rounded upward to the nearest 1/8th of 1%) applicable to member banks under regulations issued from time to time by the Lender Board of Governors for determining the maximum reserve requirement (including in its capacity any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently referred to as Issuing Bank) that funded the applicable Loan or issued the applicable Letter of Credit“Eurocurrency liabilities”). Restricted Investment: Investment - any Investment by a Borrower or SubsidiaryLoan Party, other than (a) Investments in Subsidiaries to the extent existing on the Closing Date; (b) Investments Cash Equivalents that are subject to Agent’s Lien and control, pursuant to documentation in Obligors provided that if the Investment includes the transfer of Accounts or Inventory by a Borrower such transfer may only be made form and substance satisfactory to another BorrowerAgent; and (c)) loans and advances permitted under Section 10.2.7.
Appears in 1 contract
Rent and Charges Reserve. the aggregate of (ai) all past due rent and other amounts owing by an Obligor to any landlord, warehouseman, processor, repairman, mechanic, shipper, freight forwarder, broker or other Person who possesses any Collateral or could assert a Lien on any Collateral; and (bii) a reserve at least equal of up to three months months' rent and other charges that could be payable to any such PersonPerson as determined by DIP Agent, unless it such Person has executed a Lien Waiver. Report: as defined ; provided that no reserve shall be established for any such rent or other charges payable by a Person who executed and delivered a Lien Waiver in Section 12.2.3 connection with the Pre-Petition ABL Loan Agreement. Reportable Event: Event - any event of the events set forth in Section 4043(c4043(b) of ERISA, other than an event events for which the 30 thirty (30) day notice period has been waived. Reporting Trigger Period: the period (a) commencing on Required Consignee Documentation – with respect to any day that consignee, (i) an Event a fully-executed copy of Default occurs the current consignment agreement between the applicable Obligor and such consignee, (ii) Availability is less than a fully-executed consignment UCC filing authorization agreement in form and substance satisfactory to DIP Agent by and between the greater of applicable Obligor and such consignee, (xiii) $12.5% satisfactory evidence that a UCC-1 financing statement naming such consignee as debtor, the applicable Obligor as secured party, and the Inventory subject to the respective consignment as the collateral, and in all respects satisfactory to DIP Agent in its discretion, has been filed in the proper filing office, (iv) evidence that a UCC-3 financing statement amendment has been filed with respect to the financing statement described in clause (iii) above, assigning the rights of the Borrowing Base applicable Obligor, as secured party, to DIP Agent, (v) notice of the applicable Obligor’s interest, and DIP Agent’s security interest, in the consigned Inventory shall have been delivered to each Person with a perfected Lien in the Inventory of such consignee, and (yvi) $10,000,000. Required Lenders: Secured Parties holding more than 50% of (a) the aggregate outstanding Commitments; or (b) after termination of the Commitmentsall other documents, the aggregate outstanding Loans instruments, certificates and LC Obligations or, upon Full Payment of all Loans and LC Obligations, the aggregate remaining Obligations; provided, that Commitments, Loans and other Obligations held by a Defaulting Lender and its Affiliates shall be disregarded in making agreements as DIP Agent may reasonably require with regard to such calculation, but any related Fronting Exposure shall be deemed held as a Loan or LC Obligation by the Lender (including in its capacity as Issuing Bank) that funded the applicable Loan or issued the applicable Letter of Credit. Restricted Investment: any Investment by a Borrower or Subsidiary, other than (a) Investments in Subsidiaries to the extent existing on the Closing Date; (b) Investments in Obligors provided that if the Investment includes the transfer of Accounts or Inventory by a Borrower such transfer may only be made to another Borrower; (c)consignee.
Appears in 1 contract
Samples: Post Petition Loan and Security Agreement (Standard Register Co)
