Common use of Repayment and Amortization of Loans; Evidence of Debt Clause in Contracts

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers hereby unconditionally promise to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date and (ii) to the Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative Agent. (b) On each Business Day during a Dominion Trigger Period, the Administrative Agent shall apply an amount equal to the ledger balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent) first, to prepay any Protective Advances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitments) and if an Event of Default has occurred and is continuing, deposit in the LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall Amount. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (d) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (e) The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this Agreement. (f) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 4 contracts

Samples: Credit Agreement (Kaiser Aluminum Corp), Credit Agreement (Kaiser Aluminum Corp), Credit Agreement (Kaiser Aluminum Corp)

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Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers hereby unconditionally promise to pay (i) to the Administrative Agent for the account of each Revolving Lender the then unpaid principal amount of each Revolving Loan on the Revolving Credit Maturity Date Date, and (ii) to the Administrative Agent Swingline Lender the then unpaid principal amount of each Protective Advance Swingline Loan on the earlier of the Revolving Credit Maturity Date and demand the fifth Business Day after such Swingline Loan is made; provided that on each date that a Revolving Loan is made, the Borrowers shall repay all Swingline Loans then outstanding and the proceeds of any such Revolving Loan shall be applied by the Administrative AgentAgent to repay any Swingline Loans outstanding. (b) On each Business Day during a Dominion Trigger Period, the Administrative Agent shall apply an amount equal to the ledger balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent) first, to prepay any Protective Advances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitments) and if an Event of Default has occurred and is continuing, deposit in the LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall Amount. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness Indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (dc) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, if any, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (ed) The entries made in the accounts maintained pursuant to paragraph (cb) or (dc) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this Agreement. (fe) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns)form.

Appears in 3 contracts

Samples: Credit Agreement (Lawson Products Inc/New/De/), Credit Agreement (Escalade Inc), Credit Agreement (Escalade Inc)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers hereby unconditionally promise to pay (i) to the Administrative Disbursement Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date and Date, (ii) to the Administrative Disbursement Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative Disbursement Agent and (iii) to the Disbursement Agent the then unpaid principal amount of each Overadvance on the earliest of the Maturity Date, the 30th day after such Overadvance is made and demand by the Disbursement Agent. (b) On At all times that full cash dominion is in effect pursuant to Section 7.3 of the U.S. Security Agreement or Section 7.3 of the Canadian Security Agreement, on each Business Day during a Dominion Trigger PeriodDay, the Administrative Disbursement Agent shall apply an amount equal all funds credited to the ledger balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Disbursement Agent, whether or not immediately available) first, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, second to prepay the Revolving Loans (including Swing Line Loans) without a corresponding reduction in the Revolving Commitments) Commitments and if an Event of Default has occurred and is continuing, deposit in the to cash collateralize outstanding LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall AmountExposure. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (d) The Administrative Disbursement Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder and (iii) the amount of any sum received by the Administrative Disbursement Agent hereunder for the account of the Lenders and each Lender’s share thereof. (e) The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Disbursement Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this Agreement. (f) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 3 contracts

Samples: Credit Agreement (Cott Corp /Cn/), Credit Agreement (Cott Corp /Cn/), Credit Agreement (Cott Corp /Cn/)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers Each Borrower hereby unconditionally promise promises to pay (i) to the Administrative Agent for the account of each Revolving Lender the then unpaid principal amount of each Revolving Loan made to such Borrower on the Maturity Date in the currency of such Loan and (ii) in the case of the Company, to the Administrative Agent Swingline Lender the then unpaid principal amount of each Protective Advance Swingline Loan on the earlier of the Maturity Date and demand the sixth (6th) Business Day after such Swingline Loan is made. With respect to the Term Loans, the Company shall repay the Term Loans then owing by the Administrative AgentCompany on the last day of (x) each of the first four fiscal quarters of the Company ending on or after March 31, 2019 in the aggregate principal amount equal to $2,187,500 for each such fiscal quarter and (y) each fiscal quarter of the Company ending thereafter in the aggregate principal amount equal to $4,375,000 for each such fiscal quarter, in each case, as adjusted from time to time pursuant to Section 2.11(a). To the extent not previously repaid, all unpaid Term Loans then owing by the applicable Borrower shall be paid in full in the same currency of such Term Loan by such Borrower on the Maturity Date. (b) On each Business Day during a Dominion Trigger Period, the Administrative Agent shall apply an amount equal to the ledger balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent) first, to prepay any Protective Advances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitments) and if an Event of Default has occurred and is continuing, deposit in the LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall Amount. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers each Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (dc) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class, Agreed Currency and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers each Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (ed) The entries made in the accounts maintained pursuant to paragraph (cb) or (dc) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers any Borrower to repay the Loans in accordance with the terms of this Agreement. (fe) Any Lender may request that Loans made by it to any Borrower be evidenced by a promissory note. In such event, the Borrowers relevant Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if any such promissory note is a registered note, to such payee and its registered assigns).

Appears in 3 contracts

Samples: Credit Agreement (LKQ Corp), Credit Agreement (LKQ Corp), Credit Agreement (LKQ Corp)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers Borrower hereby unconditionally promise promises to pay (i) to the Administrative Agent for the account of each Revolving Lender the then unpaid principal amount of each Revolving Loan on the Revolving Credit Maturity Date in the currency of such Loan, and (ii) to the Administrative Agent Swingline Lender the then unpaid principal amount of each Protective Advance Swingline Loan on the earlier of the Revolving Credit Maturity Date and demand the fifth Business Day after such Swingline Loan is made; provided that on each date that a Revolving Loan is made, the Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such Revolving Loan shall be applied by the Administrative AgentAgent to repay any Swingline Loans outstanding. (b) On each Business Day during a Dominion Trigger Period, The Borrower hereby unconditionally promises to pay to the Administrative Agent shall apply Agent, for the account of each Term Lender, on the last day of each calendar quarter ending on or after December 31, 2017, an aggregate principal amount equal to $5,000,000 on each such date (as adjusted from time to time pursuant to Section 2.11(c) or (d)); provided that, if any date set forth above is not a Business Day, then payment shall be due and payable on the ledger balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at such date. To the discretion of extent not previously paid, all unpaid Term Loans shall be paid in full in dollars in cash by the Administrative Agent) first, to prepay any Protective Advances that may be outstanding, pro rata; second, to prepay Borrower on the Swingline Loans; and third, pro rata, to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitments) and if an Event of Default has occurred and is continuing, deposit in the LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall Amount. (c) Term Loan Maturity Date. Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness Indebtedness of the Borrowers Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (c) Prior to any repayment of any Term Loan Borrowings under this Section, the Borrower shall select the Borrowing or Borrowings of the Term Loans to be repaid and shall notify the Administrative Agent by telephone (confirmed by fax) of such selection not later than 11:00 a.m., New York City time, three (3) Business Days before the scheduled date of such repayment. Each repayment of a Term Loan Borrowing shall be applied ratably to the Loans included in the repaid Term Loan Borrowing. Repayments of Term Loan Borrowings shall be accompanied by accrued interest on the amounts repaid. (d) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class, Agreed Currency and Type thereof and the Interest Period applicable thereto, if any, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (e) The entries made in the accounts maintained pursuant to paragraph (cb) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this AgreementObligations. (f) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns)form.

Appears in 3 contracts

Samples: Credit Agreement (Papa Johns International Inc), Credit Agreement (Papa Johns International Inc), Credit Agreement (Papa Johns International Inc)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers hereby unconditionally promise to pay (i) to the Administrative Agent for the account of each Revolving Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date and Date, (ii) to the Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative Agent, and (iii) to the Administrative Agent the then unpaid principal amount of each Overadvance on the earlier of the Maturity Date and demand by the Administrative Agent. (b) On At all times that full cash dominion is in effect pursuant to Section 7.3 of the Security Agreement, on each Business Day during a Dominion Trigger PeriodDay, the Administrative Agent shall apply an amount equal all funds credited to the ledger balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent, whether or not immediately available) first, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, second to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitmentsincluding Swingline Loans) and if an Event of Default has occurred and is continuing, deposit in the to cash collateralize outstanding LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall AmountExposure. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (d) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (e) The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this Agreement. (f) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 3 contracts

Samples: Credit Agreement (CarParts.com, Inc.), Credit Agreement (U.S. Auto Parts Network, Inc.), Credit Agreement (U.S. Auto Parts Network, Inc.)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers hereby unconditionally promise to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date and Date, (ii) to the Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative Agent, and (iii) to the Administrative Agent the then unpaid principal amount of each Overadvance on the earlier of the Maturity Date and the 30th day after such Overadvance is made. (b) On each Business Day during a any Dominion Trigger Period, the Administrative Agent shall apply an amount equal all funds credited to a Concentration Account of the ledger balance in the Collection Deposit Account Borrowers on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent) , whether or not immediately available), first, to prepay any Protective Advances and Overadvance that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, to prepay the Revolving Loans (without a corresponding reduction in and Swingline Loans, third to Cash Collateralize outstanding LC Exposure, and fourth, as the Revolving Commitments) and if an Event of Default has occurred and is continuing, deposit in the LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall AmountBorrower Representative may direct. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness Indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (d) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (e) The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this Agreement. (f) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 2 contracts

Samples: Credit Agreement (Urban Outfitters Inc), Credit Agreement (Urban Outfitters Inc)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers Each Borrower hereby unconditionally promise promises to pay (i) to the Administrative Agent for the account of each Revolving Lender the then unpaid principal amount of each Revolving Loan made to such Borrower on the Revolving Maturity Date in the currency of such Loan and (ii) in the case of each Borrower, to the Administrative Agent Swingline Lender the then unpaid principal amount of each Protective Advance Swingline Loan made to such Borrower on the earlier of the Revolving Maturity Date and demand the first date after such Swingline Loan is made to such Borrower that is the 15th or last day of a calendar month and is at least two (2) Business Days after such Swingline Loan is made; provided that on each date that a Global Tranche Revolving Borrowing is made, each Borrower shall repay all Swingline Loans made to such Borrower then outstanding and the proceeds of any such Borrowing shall be applied by the Administrative Agent. Agent to repay any Swingline Loans outstanding. The Company shall repay Tranche A Term Loans on the last day of each calendar quarter (bcommencing with the calendar quarter ending June 30, 2022) On each Business Day during a Dominion Trigger Period, the Administrative Agent shall apply an amount equal to the ledger balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent) first, to prepay any Protective Advances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitments) and if an Event of Default has occurred and is continuing, deposit in the LC Collateral Account cash in an amount equal to 105% of $12,500,000 (as adjusted from time to time pursuant to Section 2.11(a)). To the Letter of Credit Shortfall Amountextent not previously repaid, all unpaid Tranche A Term Loans shall be paid in full in Dollars by the Company on the Tranche A Term Loan Maturity Date. (cb) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers each Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (dc) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class, Agreed Currency and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers each Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (ed) The entries made in the accounts maintained pursuant to paragraph (cb) or (dc) of this Section shall be prima facie evidence absent manifest error of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this AgreementObligations. (fe) Any Lender may request that Loans made by it to any Borrower be evidenced by a promissory notenote (each, a “Note”). In such event, the Borrowers relevant Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) assigns and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note Note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes Notes in such form payable to form. (f) The Company shall repay Incremental Term Loans of any Series in such amounts and on such date or dates as shall be specified therefor in the order Incremental Facility Agreement establishing the Incremental Term Loan Commitments of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns)Series.

Appears in 2 contracts

Samples: Credit Agreement (Scotts Miracle-Gro Co), Credit Agreement (Scotts Miracle-Gro Co)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers hereby unconditionally promise to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date and Date, (ii) to the Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative Agent, and (iii) to the Administrative Agent the then unpaid principal amount of each Overadvance on the earlier of the Maturity Date and the 30th day after such Overadvance is made. (b) On each Business Day during a any Dominion Trigger Period, the Administrative Agent shall apply an amount equal all funds credited to a Concentration Account of the ledger balance in the Collection Deposit Account Borrowers on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent) , whether or not immediately available), first, to prepay any Protective Advances and Overadvance that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, to prepay the Revolving Loans (without a corresponding reduction in and Swingline Loans, and third, as the Revolving Commitments) and if an Event of Default has occurred and is continuing, deposit in the LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall AmountBorrower Representative may direct. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness Indebtedness of the Borrowers to such Lender resulting from each Loan made by such LenderXxxxxx, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (d) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (e) The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this Agreement. (f) Any Lender (including the Swingline Lender) may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, or to such payee and its registered assigns).

Appears in 2 contracts

Samples: Credit Agreement (Big Lots Inc), Credit Agreement (Big Lots Inc)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Subject to Section 9.21, the Borrowers hereby unconditionally promise to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date and Date, (ii) to the Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative Agent, and (iii) to the Administrative Agent the then unpaid principal amount of each Overadvance on the earlier of the Maturity Date and the 30th day after such Overadvance is made. (b) On each Business Day during a any Dominion Trigger Period, the Administrative Agent shall apply an amount equal all funds credited to a Concentration Account of the ledger balance in the Collection Deposit Account U.S. Borrowers on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent) , whether or not immediately available), first, to prepay any U.S. Protective Advances and U.S. Overadvance that may be outstanding, pro rata; second, to prepay the U.S. Revolving Loans and U.S. Swingline Loans; and , third, pro rata, to prepay the any Canadian Protective Advance and Canadian Overadvance that may be outstanding, fourth to prepay any Canadian Revolving Loans (without and Canadian Swingline Loans, and fifth, as the Borrower Representative may direct. The Administrative Agent shall apply all funds credited to a corresponding reduction Concentration Account of the Canadian Loan Parties on such Business Day or the immediately preceding Business Day in the Revolving Commitments) and if an Event of Default has occurred and is continuing, deposit order specified in the LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall Amountsubclauses third through fifth above. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness Indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (d) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (e) The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this Agreement. (f) Any Lender (including the Swingline Lender) may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, or to such payee and its registered assigns).

Appears in 2 contracts

Samples: Credit Agreement (Designer Brands Inc.), Credit Agreement (Designer Brands Inc.)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers hereby unconditionally promise to pay (i) to the Administrative Agent for the account of each Revolving Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date and Date, (ii) to the Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative Agent, and (iii) to the Administrative Agent the then unpaid principal amount of each Overadvance on the earlier of the Maturity Date and demand by the Administrative Agent. (b) On At all times that full cash dominion is in effect pursuant to Section 7.3 of the Security Agreement, on each Business Day during a Dominion Trigger PeriodDay, the Administrative Agent shall apply an amount equal all funds credited to the ledger balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent, whether or not immediately available) first, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, second to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitmentsincluding Swingline Loans) and if an Event to cash collateralize outstanding LC Exposure. Notwithstanding the foregoing, to the extent any funds credited to the Collection Account constitute Net Proceeds, the application of Default has occurred and is continuing, deposit in the LC Collateral Account cash in an amount equal such Net Proceeds shall be subject to 105% of the Letter of Credit Shortfall AmountSection 2.11(c). (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness Indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (d) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s 's share thereof. (e) The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this Agreement. (f) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns)form.

Appears in 2 contracts

Samples: Credit Agreement (Cricut, Inc.), Credit Agreement (Cricut, Inc.)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers Borrower hereby unconditionally promise promises to pay (i) to the Administrative Agent for the account of each Revolving Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date and Date, (ii) to the Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative AgentAgent and (iii) to the Administrative Agent the then unpaid principal amount of each Overadvance on the earlier of the Maturity Date and the thirtieth (30th) day after such Overadvance is made. (b) On each Business Day during a Dominion Trigger PeriodDay, the Administrative Agent shall apply an amount equal all funds credited to the ledger balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent) first, whether or not immediately available), first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, second to prepay the Revolving Loans and to cash collateralize outstanding LC Exposure; provided, that so long as no Cash Dominion Period is in effect, such collected funds will be swept to Borrower’s primary operating account with the Administrative Agent (without unless otherwise agreed by the Administrative Agent in its sole discretion) until the commencement of a corresponding reduction in Cash Dominion Period. Notwithstanding the Revolving Commitments) and if an Event foregoing, to the extent any funds credited to the Collection Account constitute Net Proceeds, the application of Default has occurred and is continuing, deposit in the LC Collateral Account cash in an amount equal such Net Proceeds shall be subject to 105% of the Letter of Credit Shortfall AmountSection 2.11(c). (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness Indebtedness of the Borrowers Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (d) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, if any, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (e) The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers Borrower to repay the Loans in accordance with the terms of this Agreement. (f) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns)form.

Appears in 2 contracts

Samples: Credit Agreement (Charlotte's Web Holdings, Inc.), Credit Agreement (Charlotte's Web Holdings, Inc.)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers hereby unconditionally promise to pay (i) to the Administrative Agent for the account of each Revolving Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date and Date, (ii) to the Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and written demand by the Administrative Agent, (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Maturity Date and the fifth Business Day after such Swingline Loan is made; provided that on each date that a Revolving Loan is made, the Borrowers shall repay all Swingline Loans then outstanding and the proceeds of any such Revolving Loan shall be applied by the Administrative Agent to repay any Swingline Loans outstanding, and (iv) to the Administrative Agent the then unpaid principal amount of each Overadvance on the earlier of the Maturity Date and written demand by the Administrative Agent. (b) On At all times that full cash dominion is in effect pursuant to Section 7.3 of the Security Agreement, on each Business Day during a Dominion Trigger PeriodDay, the Administrative Agent shall apply an amount equal all funds credited to the ledger balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent, whether or not immediately available) first, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, second to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitmentsincluding Swingline Loans) and if an Event of Default has occurred and is continuing, deposit in the to cash collateralize outstanding LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall AmountExposure. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness Indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (d) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (e) The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this Agreement. (f) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 2 contracts

Samples: Credit Agreement (Farmer Brothers Co), Credit Agreement (Farmer Brothers Co)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers Borrower hereby unconditionally promise promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date and (ii) to the Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative AgentDate. (b) On each Business Day during a Dominion Trigger Period, the Administrative Agent shall apply an amount equal to the ledger balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent) first, to prepay any Protective Advances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitments) and if an Event of Default has occurred and is continuing, deposit in the LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall Amount. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (dc) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (ed) The entries made in the accounts maintained pursuant to paragraph (cb) or (dc) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers Borrower to repay the Loans in accordance with the terms of this Agreement. (fe) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a the form of the Revolving Note or otherwise approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 2 contracts

Samples: Credit Agreement (Fisher Communications Inc), Credit Agreement (Fisher Communications Inc)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers hereby unconditionally promise to pay (i) to the Administrative Agent for the account of each Revolving Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date and Date, (ii) to the Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative Agent, and (iii) to the Administrative Agent the then unpaid principal amount of each Overadvance on the earlier of the Maturity Date and demand by the Administrative Agent. (b) On At all times during a Cash Dominion Period, on each Business Day during a Dominion Trigger PeriodDay, the Administrative Agent shall apply an amount equal all funds credited to the ledger balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent, whether or not immediately available) first, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, second to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitmentsincluding Swingline Loans) and if an Event of Default has occurred and is continuing, deposit in the to cash collateralize outstanding LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall AmountExposure. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness Indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (d) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (e) The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this Agreement. (f) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 2 contracts

Samples: Credit Agreement (Rti Surgical, Inc.), Credit Agreement (Sagent Pharmaceuticals, Inc.)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers Borrower hereby unconditionally promise promises to pay (i) to the Administrative Agent for the account of each Revolving Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date and Date, (ii) to the Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative Agent, and (iii) to the Administrative Agent the then unpaid principal amount of each Overadvance on the earlier of the Maturity Date and demand by the Administrative Agent. (b) On each Business Day during During a Cash Dominion Trigger Period, the Administrative Agent shall apply an amount equal all funds credited to the ledger balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent, whether or not immediately available) first, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, second to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitmentsincluding Swingline Loans) and if an Event of Default has occurred and is continuing, deposit in the to cash collateralize outstanding LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall AmountExposure. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness Indebtedness of the Borrowers Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (d) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (e) The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers Borrower to repay the Loans in accordance with the terms of this Agreement. (f) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.0411.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 2 contracts

Samples: Receivables Facility Credit Agreement (Anixter International Inc), Credit Agreement (Anixter International Inc)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers Borrower hereby unconditionally promise promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date and (ii) to the Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative AgentDate. (b) On each Business Day during a Dominion Trigger Period, the Administrative Agent shall apply an amount equal to the ledger balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent) first, to prepay any Protective Advances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitments) and if an Event of Default has occurred and is continuing, deposit in the LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall Amount. (c) Each The Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness Indebtedness of the Borrowers Borrower to such the Lender resulting from each Loan made by such the Lender, including the amounts of principal and interest payable and paid to such the Lender from time to time hereunder. (dc) The Administrative Agent Lender shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Type thereof and the Interest Period applicable thereto, if any, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereofLender hereunder. (ed) The entries made in the accounts maintained pursuant to paragraph (cb) or (dc) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any the Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers Borrower to repay the Loans in accordance with the terms of this Agreement. (fe) Any The Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers Borrower shall prepare, execute and deliver to such the Lender a promissory note payable to the order of such the Lender (or, if requested by such the Lender, to such the Lender and its registered assigns) and in a form approved by the Administrative AgentLender. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.048.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 2 contracts

Samples: Credit Agreement (SJW Group), Credit Agreement (SJW Group)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers hereby unconditionally promise to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date and (ii) to the Administrative Agent the then unpaid amount of each Protective Advance and Overadvance on the earlier of the Maturity Date and demand by the Administrative AgentAgent therefor. (b) On each Business Day during a any Dominion Trigger Period, the Administrative Agent shall apply an amount equal all funds credited to the ledger balance in the Collection Deposit a Concentration Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent, whether or not immediately available) first, first to prepay any Protective Advances and Overadvance that may be outstanding, pro rata; second, to prepay the Swingline Loans; outstanding and third, pro rata, second to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitmentsincluding Swingline Loans) and if an Event of Default has occurred and is continuing, deposit in the to cash collateralize outstanding LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall AmountExposure. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (d) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (e) The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this Agreement. (f) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 2 contracts

Samples: Credit Agreement (Ascena Retail Group, Inc.), Credit Agreement (Dress Barn Inc)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers Borrower hereby unconditionally promise promises to pay (i) to the Administrative Agent Lender for the its account of each Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date and Date, (ii) to the Administrative Agent Lender the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and or demand by the Administrative AgentLender. (b) On At any time after (x) a Default has occurred and is continuing or (y) Availability has been less than $3,000,000 and Lender, in its Permitted Discretion, has elected to take full cash dominion over the Deposit Accounts each Business Day during a Dominion Trigger PeriodDay, the Administrative Agent Lender shall apply an amount equal all funds credited to the ledger balance in Collection Account the Collection Deposit Account on such Business Day or the immediately preceding previous Business Day (at the discretion of the Administrative Agentwhether or not immediately available) first, first to prepay any Protective Advances that may be outstanding, pro rata; second, to prepay the Swingline Loans; outstanding and third, pro rata, second to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitments) and if an Event of Default has occurred and is continuing, deposit in the to cash collateralize outstanding LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall AmountExposure. (c) Each The Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers Borrower to such the Lender resulting from each Loan made by such the Lender, including the amounts of principal and interest payable and paid to such the Lender from time to time hereunder. (d) The Administrative Agent Lender shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers Borrower to each the Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereofLender hereunder. (e) The entries made in the accounts maintained pursuant to paragraph (cd) or (dc) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded thereintherein (absent demonstrable error); provided that the failure of any the Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers Borrower to repay the Loans in accordance with the terms of this Agreement. (f) Any The Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers Borrower shall prepare, execute and deliver to such the Lender a promissory note payable to the order of such the Lender (or, if requested by such the Lender, to such the Lender and its registered assigns) and in a form approved by consistent with the Administrative Agentterms hereof. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.048.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 2 contracts

Samples: Credit Agreement (Material Sciences Corp), Credit Agreement (Material Sciences Corp)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers Borrower hereby unconditionally promise promises to pay (i) to the Administrative Agent for the account of each Revolving Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date and Date, (ii) to the Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative Agent, and (iii) to the Administrative Agent the then unpaid principal amount of each Overadvance on the earliest to occur of (x) the Maturity Date, (y) demand by the Administrative Agent and (z) the 30th day after such Overadvance is made. (b) On At all times that full cash dominion is in effect pursuant to Section 5.11 of this Agreement, on each Business Day during a Dominion Trigger PeriodDay, the Administrative Agent shall apply an amount equal all funds credited to the ledger balance in the any Collection Deposit Account or Concentration Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent, whether or not immediately available) first, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, second to prepay the Revolving Loans (without a corresponding reduction in including Swingline Loans) consisting of ABR Borrowings and then to Revolving Loans consisting of Eurodollar Borrowings with the Revolving Commitments) shortest Interest Periods first, and if an Event of Default has occurred and is continuing, deposit in the third to cash collateralize outstanding LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall AmountExposure. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness Indebtedness of the Borrowers Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (d) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (e) The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded thereintherein absent manifest error; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers Borrower to repay the Loans in accordance with the terms of this Agreement. (f) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns)form.

Appears in 2 contracts

Samples: Credit Agreement (Unisys Corp), Credit Agreement (Unisys Corp)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers Each Borrower hereby unconditionally promise promises to pay (i) to the Administrative Agent for the account of each Revolving Lender the then unpaid principal amount of each Revolving Loan made to such Borrower on the Maturity Date in the currency of such Loan and (ii) in the case of the Company, to the Administrative Agent Swingline Lender the then unpaid principal amount of each Protective Advance Swingline Loan on the earlier of the Maturity Date and demand by the Administrative Agent. first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two (b2) On Business Days after such Swingline Loan is made; provided that on each Business Day during date that a Dominion Trigger PeriodRevolving Borrowing is made, the Administrative Agent Company shall apply an amount equal to repay all Swingline Loans then outstanding. The Company shall repay the ledger balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent) first, to prepay any Protective Advances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, to prepay the Revolving Term Loans (without a corresponding reduction in the Revolving Commitments) and if an Event of Default has occurred and is continuing, deposit in the LC Collateral Account cash in an amount equal to 105% $2,500,000 on the last day of each September, December, March and June commencing with June 30, 2017. To the Letter of Credit Shortfall Amountextent not previously repaid, all unpaid Term Loans shall be paid in full in Dollars by the Company on the Maturity Date. (cb) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers each Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (dc) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class, Agreed Currency and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers each Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (ed) The entries made in the accounts maintained pursuant to paragraph (cb) or (dc) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers any Borrower to repay the Loans in accordance with the terms of this Agreement. (fe) Any Lender may request that Loans made by it to any Borrower be evidenced by a promissory note. In such event, the Borrowers relevant Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 2 contracts

Samples: Credit Agreement (Fuller H B Co), Credit Agreement (Fuller H B Co)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers hereby unconditionally promise to pay (i) to the Administrative Agent for the account of each Revolving Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date and Date, (ii) to the Administrative Agent for the then unpaid amount account of each Protective Advance Term Lender ratably the principal balance of the Term Loans in equal installments of $312,500, with each such principal installment being due and payable on the earlier last Business Day of each calendar quarter beginning with the Maturity Date calendar quarter ending March 19, 2016, and demand to the extent not previously paid, the entire remaining principal balance of all Term Loans shall be paid in full in cash by the Administrative AgentBorrower on the Term Loan Maturity Date. (b) On each Business Day during a Dominion Trigger Period, the Administrative Agent shall apply an amount equal to the ledger balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent) first, to prepay any Protective Advances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitments) and if an Event of Default has occurred and is continuing, deposit in the LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall Amount. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness Indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (dc) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (ed) The entries made in the accounts maintained pursuant to paragraph (cb) or (dc) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers Borrower to repay the Loans in accordance with the terms of this Agreement. (fe) Any Lender may request that The obligation of: (i) the Borrowers to pay the Revolving Loans made by it shall be evidenced by a promissory note. In such eventnotes executed, issued and delivered by the Borrowers shall prepare, execute and deliver to such Lender a promissory note payable to the order of each of the Revolving Lenders in substantially the form and substance of Exhibit G (as such Lender promissory notes may be amended, modified, supplemented, replaced and/or restated from time to time and at any time, the “Revolving Notes”); and (orii) the Borrowers to pay the Term Loans shall be evidenced by promissory notes executed, if requested by such Lender, to such Lender issued and its registered assigns) and in a form approved delivered by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable Borrowers to the order of each of the payee named therein Term Lenders in substantially the form and substance of Exhibit H (or, if as such promissory note is a registered notenotes may be amended, modified, supplemented, replaced and/or restated from time to such payee time and its registered assignsat any time, the “Term Loan Notes”).

Appears in 2 contracts

Samples: Credit Agreement (Escalade Inc), Credit Agreement (Escalade Inc)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers Borrower hereby unconditionally promise promises to pay (i) repay the Initial Term Loans to the Administrative Agent for the account of each Initial Term Lender (i) commencing on December 30, 2016, and on the then unpaid last Business Day of each March, June, September and December of each calendar year thereafter, in an annual amount (divided equally among all four fiscal quarters) equal to 1.00% of the initial principal amount of each Revolving Loan on the Maturity Date Initial Term Loans, as such payments may be reduced from time to time as a result of the application of prepayments in accordance with Section 2.11 or repurchases in accordance with a Dutch Auction or increased as a result of any increase in the amount of such Initial Term Loans pursuant to Section 2.23(a)), and (ii) on the Initial Term Loan Maturity Date, in an amount equal to the Administrative Agent remainder of the then unpaid principal amount of the Initial Term Loans outstanding on such date, together in each Protective Advance case with accrued and unpaid interest on the earlier principal amount to be paid to but excluding the date of the Maturity Date and demand by the Administrative Agentsuch payment. (b) On each Business Day during a Dominion Trigger Period, The Borrower shall repay the Administrative Agent Additional Term Loans of any Class in such scheduled amortization installments and on such date or dates as shall apply an amount equal to the ledger balance be specified therefor in the Collection Deposit Account on applicable Refinancing Amendment, Incremental Facility Agreement or Extension Amendment (as such Business Day or the immediately preceding Business Day (at the discretion payments may be reduced from time to time as a result of the Administrative Agent) first, to prepay any Protective Advances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, to prepay the Revolving Loans (without application of prepayments in accordance with Section 2.11 or repurchases in accordance with a corresponding reduction in the Revolving Commitments) and if an Event of Default has occurred and is continuing, deposit in the LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall AmountDutch Auction. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness Indebtedness of the Borrowers Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (d) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (e) The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers Borrower to repay the Loans in accordance with the terms of this Agreement. (f) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns)form.

Appears in 2 contracts

Samples: Term Loan Credit Agreement (Global Brass & Copper Holdings, Inc.), Term Loan Credit Agreement (Global Brass & Copper Holdings, Inc.)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers hereby unconditionally promise to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date and Date, (ii) to the Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative Agent. (b) On From and after either (x) the occurrence and continuance of an Event of Default or (y) at the discretion of the Administrative Agent, during any Full Cash Dominion Period, on each Business Day during a Dominion Trigger PeriodDay, at or before 11:00 a.m., New York time, the Administrative Agent shall apply an amount equal all funds credited to the ledger balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent) first, whether or not immediately available), first to prepay any Protective Advances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, second to prepay the Revolving Loans (without a corresponding reduction in and third to cash collateralize outstanding LC Exposure. Notwithstanding the Revolving Commitments) and if foregoing, at any time when an Event of Default has occurred and is not continuing, deposit the Administrative Agent may, in its sole discretion, either (i) waive the requirement for cash collateralization or (ii) release to the applicable Borrower, within three Business Days after such Borrower shall request a release of such funds from the cash collateral account, funds previously credited to cash collateralize outstanding LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall AmountExposure. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness Indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (d) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Revolving Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each relevant Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the respective Lenders and each respective Lender’s share thereof. (e) The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the their Loans in accordance with the terms of this Agreement. (f) Any Lender may request that Loans made by it to any Borrower or Borrowers be evidenced by a promissory note. In such event, each of the applicable Borrowers shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 2 contracts

Samples: Credit Agreement (GLOBAL INDUSTRIAL Co), Credit Agreement (Systemax Inc)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers hereby unconditionally promise to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date and (ii) to the Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative Agent[Reserved]. (b) On each Business Day during a Dominion Trigger PeriodTo the extent not previously paid, all unpaid Loans shall be paid in full in cash by the Administrative Agent shall apply an amount equal to Borrower on the ledger balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent) first, to prepay any Protective Advances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitments) and if an Event of Default has occurred and is continuing, deposit in the LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall AmountMaturity Date. (c) Repayments of Loans shall be accompanied by accrued interest on the amounts repaid. (d) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness Indebtedness of the Borrowers Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (de) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Type thereof and the Interest Period applicable theretoif any, (ii) the amount of any principal or interest (including PIK Interest) due and payable or to become due and payable from the Borrowers Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (ef) The entries made in the accounts maintained pursuant to paragraph (cd) or (de) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that (x) the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers Borrower to repay the Loans in accordance with the terms of this Agreement, and (y) in the event of any conflict between the accounts maintained by the Administrative Agent pursuant to Section 2.10(e) and any Lender’s records pursuant to Section 2.10(d), the accounts maintained by the Administrative Agent pursuant to Section 2.10(e) shall govern and control. (fg) Any Lender may request that Loans made by it and interest thereon be evidenced by a promissory noteNote. In such event, the Borrowers Borrower shall prepare, execute and deliver to such Lender a promissory note Note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent). Thereafter, the Loans evidenced by such promissory note Note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns)Notes.

Appears in 2 contracts

Samples: Subordinated Credit Agreement (F45 Training Holdings Inc.), Subordinated Credit Agreement (F45 Training Holdings Inc.)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers Borrower hereby unconditionally promise promises to pay (i) to the Administrative Agent for the account of each Revolving Lender the then unpaid principal amount of each Revolving Loan on the Revolving Credit Maturity Date and (ii) to the Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative AgentDate. (b) On each Business Day during a Dominion Trigger Period, the Administrative Agent shall apply an amount equal to the ledger balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent) first, to prepay any Protective Advances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitments) and if an Event of Default has occurred and is continuing, deposit in the LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall Amount. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness Indebtedness of the Borrowers Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (dc) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, if any, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (ed) The entries made in the accounts maintained pursuant to paragraph (cb) or (dc) of this Section shall be prima facie evidence evidence, absent manifest error, of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers Borrower to repay the Loans in accordance with the terms of this Agreement. (fe) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns)form.

Appears in 2 contracts

Samples: Credit Agreement (Roblox Corp), Credit Agreement (Roblox Corp)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers Each Borrower hereby unconditionally promise promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan made to such Borrower on the Maturity Date and in the currency of such Loan, (ii) to the Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative Agent, and (iii) to the Administrative Agent the then unpaid principal amount of each Overadvance on the earlier of the Maturity Date and demand by the Administrative Agent. (b) On In the case of all Domestic Loan Parties, at all times that full cash dominion is in effect pursuant to Section 7.1 of the Domestic Security Agreement, on each Business Day during a Dominion Trigger PeriodDay, the Administrative Agent shall apply an amount equal all funds credited to the ledger balance Collection Account (as defined in the Collection Deposit Account on such Business Day or Domestic Security Agreement) the immediately preceding previous Business Day (at the discretion of the Administrative Agentonce available) first, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, second to prepay the Revolving Loans (without a corresponding reduction including Swingline Loans) and to cash collateralize outstanding LC Exposure. In the case of all Foreign Loan Parties, on each Business Day, the Administrative Agent shall apply all funds credited to the Collection Account (as defined in each Foreign Security Agreement) the previous Business Day (once available) first to prepay any Protective Advances and Overadvances that may be outstanding and that constitute Foreign Secured Obligations, pro rata, and second to prepay the Revolving CommitmentsLoans (including Swingline Loans) and if an Event of Default has occurred and is continuingto cash collateralize outstanding LC Exposure, deposit in the LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall Amounteach case, that constitute Foreign Secured Obligations. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers each Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (d) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class, Agreed Currency, and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers each Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (e) The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers any Borrower to repay the Loans in accordance with the terms of this Agreement. (f) Any Lender may request that Loans made by it to any Borrower be evidenced by a promissory note. In such event, the Borrowers relevant Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if any such promissory note is a registered note, to such payee and its registered assigns).

Appears in 2 contracts

Samples: Credit Agreement (Lifetime Brands, Inc), Credit Agreement (Lifetime Brands, Inc)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers Borrower hereby unconditionally promise promises to pay (i) to the Administrative Agent for the account of each Revolving Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date and Date, (ii) to the Administrative Agent the then unpaid principal amount of each Protective Advance on the earlier of the Maturity Date and or demand by the Administrative Agent, (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the Maturity Date, (iv) to the Administrative Agent for the account of the Multi-Currency Lender the then unpaid principal amount of each Multi-Currency Swingline Loan on the Maturity Date, and (v) to the Issuing Bank the cash collateral amount determined in accordance with Section 2.06(c). The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Term Lender on the last Business Day of each month, beginning November 30, 2012, aggregate monthly installments of principal in the amount of $111,111.11; to the extent not previously paid, all unpaid Term Loans shall be paid in full in cash by the Borrower on the Maturity Date for the Term Loans. (b) On each Business Day during a Dominion Trigger Period, the Administrative Agent shall apply an amount equal to the ledger balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent) first, to prepay any Protective Advances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitments) and if an Event of Default has occurred and is continuing, deposit in the LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall Amount. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (dc) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (ed) The entries made in the accounts maintained pursuant to paragraph (cb) or (dc) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers Borrower to repay the Loans in accordance with the terms of this Agreement. (fe) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns). (f) To effectuate any payment due on the Revolving Loan and Swingline Loan, the Borrower hereby authorizes the Administrative Agent to initiate debit entries to the Funding Account at the Administrative Agent and to debit the same to such Funding Account. This authorization to initiate debit entries shall remain in full force and effect until the Administrative Agent has received written notification of its termination in such time and in such manner as to afford the Administrative Agent a reasonable opportunity to act on it. The Borrower represents that the Borrower is and will be the owner of all funds in such Funding Account.

Appears in 1 contract

Samples: Credit Agreement (Lapeyre James M Jr)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers Each Borrower hereby unconditionally promise promises to pay (i) to the Administrative Agent for the account of each Revolving Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date in the currency of such Loan and (ii) to the Administrative Agent Swingline Lender the then unpaid principal amount of each Protective Advance Swingline Loan on the earlier of the Maturity Date and demand the fifth (5th) Business Day after such Swingline Loan is made; provided that on each date that a Revolving Borrowing is made, the Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such Borrowing shall be applied by the Administrative AgentAgent to repay any Swingline Loans outstanding. The Borrowers shall repay Term Loans on the last day of each of March, June, September and December following the Effective Date in a principal amount equal to $2,500,000 (as adjusted from time to time pursuant to Section 2.11(a) and Section 2.11(e)). To the extent not previously repaid, all unpaid Term Loans shall be paid in full in Dollars by the Borrowers on the Maturity Date. (b) On each Business Day during a Dominion Trigger Period, the Administrative Agent shall apply an amount equal to the ledger balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent) first, to prepay any Protective Advances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitments) and if an Event of Default has occurred and is continuing, deposit in the LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall Amount. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers each Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (dc) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class, Agreed Currency and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers each Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (ed) The entries made in the accounts maintained pursuant to paragraph (cb) or (dc) of this Section shall shall, absent manifest error, be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers any Borrower to repay the Loans in accordance with the terms of this Agreement. (fe) Any Lender may request that Loans made by it to any Borrower be evidenced by a promissory note. In such event, the Borrowers each Borrower shall prepare, execute and deliver to such Lender a promissory note Note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent). Thereafter, the Loans evidenced by such promissory note Note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form Notes payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Vonage Holdings Corp)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers Borrower hereby unconditionally promise promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date and Date, (ii) to the Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative Agent and (iii) to the Administrative Agent the then unpaid principal amount of each Overadvance on the earlier of the Maturity Date and demand by the Administrative Agent. (b) On At all times that full cash dominion is in effect pursuant to Section 7.3 of the Security Agreement, on each Business Day during a Dominion Trigger PeriodDay, the Administrative Agent shall apply an amount equal all funds credited to the ledger balance in Collection Account the Collection Deposit Account on such Business Day or the immediately preceding previous Business Day (at the discretion of the Administrative Agentwhether or not immediately available) first, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, second to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitmentsincluding Swing Line Loans) and if an Event of to cash collateralize outstanding LC Exposure. If no Default has occurred and is continuing, deposit in the amount of such cash collateral securing outstanding LC Collateral Account cash in an amount equal Exposure shall be returned to 105% of the Letter of Credit Shortfall AmountBorrower within three (3) Business Days. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness Indebtedness of the Borrowers Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (d) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (e) The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers Borrower to repay the Loans in accordance with the terms of this Agreement. (f) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Ethan Allen Interiors Inc)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers Borrower hereby unconditionally promise promises to pay to the Lender (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date Date, and (ii) to the Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative AgentLender. (b) On At all times during a Cash Dominion Period, on each Business Day during a Dominion Trigger PeriodDay, the Administrative Agent Lender shall apply an amount equal all funds credited to the ledger balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative AgentLender, whether or not immediately available) first, first to prepay any Protective Advances that may be outstandingoutstanding until paid in full, pro rata; second, to prepay the Swingline Loans; and third, pro rata, second to prepay the Revolving Loans (without a corresponding reduction until paid in the Revolving Commitments) full and if an Event of Default has occurred and is continuing, deposit in the to cash collateralize outstanding LC Collateral Account cash Exposure in an amount equal to 105% of the Letter LC Exposure as of Credit Shortfall Amountsuch date, and third at the direction of the Borrower. (c) Each The Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness Indebtedness of the Borrowers Borrower to such the Lender resulting from each Loan made by such the Lender, including the amounts of principal and interest payable and paid to such the Lender from time to time hereunder. (d) The Administrative Agent Lender shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers Borrower to each the Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereofLender hereunder. (e) The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence absent manifest error of the existence and amounts of the obligations recorded therein; provided that the failure of any the Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers Borrower to repay the Loans in accordance with the terms of this Agreement. (f) Any The Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers Borrower shall prepare, execute and deliver to such the Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and or its registered assigns) assigns and in a form approved by reasonably satisfactory to the Administrative AgentBorrower and the Lender. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.048.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (IntraLinks Holdings, Inc.)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers hereby unconditionally promise to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date and Date, (ii) to the Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative Agent, and (iii) to the Administrative Agent the then unpaid principal amount of each Overadvance on the earlier of the Maturity Date and the 30th day after such Overadvance is made. (b) On each Business Day during a any Dominion Trigger Period, the Administrative Agent shall apply an amount equal all funds credited to a Concentration Account of the ledger balance in the Collection Deposit Account Borrowers on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent) first, to prepay any Protective Advances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitments) and if an Event of Default has occurred and is continuing, deposit in the LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall Amount.whether or not immediately (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness Indebtedness of the Borrowers to such Lender resulting from each Loan made by such LenderXxxxxx, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (d) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (e) The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this Agreement. (f) Any Lender (including the Swingline Lender) may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, or to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Big Lots Inc)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers Borrower hereby unconditionally promise promises to pay (i) to the Administrative Agent Lender for the its account of each Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date and (ii) to the Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative AgentDate. (b) On each Business Day during a Dominion Trigger Period, the Administrative Agent shall apply an amount equal to the ledger balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent) first, to prepay any Protective Advances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitments) and if an Event of Default has occurred and is continuing, deposit in the LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall Amount. (c) Each The Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers Borrower to such the Lender resulting from each Loan made by such the Lender, including the amounts of principal and interest payable and paid to such the Lender from time to time hereunder. (dc) The Administrative Agent Lender shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers Borrower to each the Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereofLender hereunder. (ed) The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded AUS:0041907/00169:444711v12 25 therein; provided that the failure of any the Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers Borrower to repay the Loans in accordance with the terms of this Agreement. (fe) Any The Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers Borrower shall prepare, execute and deliver to such the Lender a promissory note payable to the order of such the Lender (or, if requested by such the Lender, to such the Lender and its registered assigns) and in a form approved by the Administrative AgentLender. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.048.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Macquarie CNL Global Income Trust, Inc.)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers Borrower hereby unconditionally promise promises to pay (i) to the Administrative Agent for the account of each Revolving Lender the then unpaid principal amount of each Revolving Loan on the Revolving Credit Maturity Date and (ii) to the Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative AgentDate. (b) On each Business Day during a Dominion Trigger Period, the Administrative Agent shall apply an amount equal to the ledger balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent) first, to prepay any Protective Advances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitments) and if an Event of Default has occurred and is continuing, deposit in the LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall Amount. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness Indebtedness of the Borrowers Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (dc) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, if any, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (ed) The entries made in the accounts maintained pursuant to paragraph (cb) or (dc) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers Borrower to repay the Loans in accordance with the terms of this Agreement. (fe) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Gulf Island Fabrication Inc)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers Borrower hereby unconditionally promise promises to pay (i) to the Administrative Agent for the account of each Revolving Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date and Date, (ii) to the Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative Agent, and (iii) to the Administrative Agent the then unpaid principal amount of each Overadvance on the earliest to occur of (x) the Maturity Date, (y) demand by the Administrative Agent and (z) the 30th day after such Overadvance is made. (b) On At all times that full cash dominion is in effect pursuant to Section 5.11 of this Agreement, on each Business Day during a Dominion Trigger PeriodDay, the Administrative Agent shall apply an amount equal all funds credited to the ledger balance in the any Collection Deposit Account or Concentration Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent, whether or not immediately available) first, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, second to prepay the Revolving Loans (without a corresponding reduction in including Swingline Loans) consisting of ABR Borrowings and then to Revolving Loans consisting of EurodollarRFR Borrowings or Term Benchmark Borrowings with the Revolving Commitments) shortest Interest Periods first, and if an Event of Default has occurred and is continuing, deposit in the third to cash collateralize outstanding LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall Amount.Exposure. 692ACTIVE 224321401v.2 (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness Indebtedness of the Borrowers Borrower to such Lender resulting from each Loan made by such LenderXxxxxx, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (d) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each LenderXxxxxx’s share thereof. (e) The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded thereintherein absent manifest error; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers Borrower to repay the Loans in accordance with the terms of this Agreement. (f) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns)form.

Appears in 1 contract

Samples: Credit Agreement (Unisys Corp)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers Borrower hereby unconditionally promise promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date and Date, (ii) to the Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative Agent, and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Maturity Date and the date that is the seventh day (or if such day is not a Business Day, the next succeeding Business Day), after such Swingline Loan is made; provided that on each date that a Revolving Loan is made, the Borrower shall repay all Swingline Loans then outstanding. (b) On At all times during a Cash Dominion Period, subject to Section 2.19, on each Business Day during a Dominion Trigger PeriodDay, the Administrative Agent shall apply an amount equal all funds credited to the ledger balance in the Collection Deposit Account as of 10:00 a.m., New York City time, on such Business Day (whether or the not immediately preceding Business Day (at the discretion of the Administrative Agent) available), first, to prepay any Protective Advances that may be outstandingAdvances, pro rata; second, to prepay the Swingline Loans; and , third, pro rata, to prepay the Revolving Loans (other than Swingline Loans) and fourth, to cash collateralize outstanding LC Exposure, without a corresponding reduction in the Revolving Commitments) and if an Event . For the avoidance of Default has occurred and doubt, when a Cash Dominion Period is continuingno longer in effect, deposit the Administrative Agent shall return to the Borrower cash collateral provided in the LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall Amountaccordance with this Section 2.09(b). (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (d) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (e) The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers Borrower to repay the Loans in accordance with the terms of this Agreement. (f) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (TRAC Intermodal LLC)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers Each Borrower hereby unconditionally promise promises to pay (i) to the Administrative Agent for the account of each Revolving Lender the then unpaid principal amount of each Revolving Loan made to such Borrower on the Revolving Maturity Date in the currency of such Loan and (ii) in the case of the each Borrower, to the Administrative Agent Swingline Lender the then unpaid principal amount of each Protective Advance Swingline Loan made to such Borrower on the earlier of the Revolving Maturity Date and demand the first date after such Swingline Loan is made to such Borrower that is the 15th or last day of a calendar month and is at least two (2) Business Days after such Swingline Loan is made; provided that on each date that a Global Tranche Revolving Borrowing is made, each Borrower shall repay all Swingline Loans made to such Borrower then outstanding and the proceeds of any such Borrowing shall be applied by the Administrative Agent. Agent to repay any Swingline Loans outstanding. The Company shall repay Tranche A Term Loans on the last day of each calendar quarter (bcommencing with the calendar quarter ending September 30, 2018) On each Business Day during a Dominion Trigger Period, the Administrative Agent shall apply an amount equal to the ledger balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent) first, to prepay any Protective Advances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitments) and if an Event of Default has occurred and is continuing, deposit in the LC Collateral Account cash in an amount equal to 105% of $10,000,000 (as adjusted from time to time pursuant to Section 2.11(a)). To the Letter of Credit Shortfall Amountextent not previously repaid, all unpaid Tranche A Term Loans shall be paid in full in Dollars by the Company on the Tranche A Term Loan Maturity Date. (cb) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers each Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (dc) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class, Agreed Currency and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers each Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (ed) The entries made in the accounts maintained pursuant to paragraph (cb) or (dc) of this Section shall be prima facie evidence absent manifest error of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this AgreementObligations. (fe) Any Lender may request that Loans made by it to any Borrower be evidenced by a promissory notenote (each, a “Note”). In such event, the Borrowers relevant Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) assigns and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note Note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes Notes in such form payable to form. (f) The Company shall repay Incremental Term Loans of any Series in such amounts and on such date or dates as shall be specified therefor in the order Incremental Facility Agreement establishing the Incremental Term Loan Commitments of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns)Series.

Appears in 1 contract

Samples: Credit Agreement (Scotts Miracle-Gro Co)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers hereby unconditionally promise to pay (i) to the Administrative Agent for the account of each Revolving Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date and Date, (ii) to the Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative Agent, (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Maturity Date and the fifth Business Day after such Swingline Loan is made; provided that on each date that a Revolving Loan is made, the Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such Revolving Loan shall be applied by the Administrative Agent to repay any Swingline Loans outstanding, and (iv) to the Administrative Agent the then unpaid principal amount of each Overadvance on the earlier of the Maturity Date and the demand by the Administrative Agent. (ba) On each Business Day during a Dominion Trigger Period, the Administrative Agent shall apply an amount equal all funds credited to the ledger balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent, whether or not immediately available) first, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, second to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitmentsincluding Swingline Loans) and if an Event to cash collateralize outstanding LC Exposure. Notwithstanding the foregoing, to the extent any funds credited to the Collection Account constitute Net Proceeds in respect of Default has occurred and is continuingany Prepayment Event, deposit in the LC Collateral Account cash in an amount equal application of such Net Proceeds shall be subject to 105% of the Letter of Credit Shortfall AmountSection 2.11(c). (cb) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness Indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.. NAI-1514693629v12 67 (dc) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (ed) The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this Agreement. (fe) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Opko Health, Inc.)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers Each Borrower hereby unconditionally promise promises to pay (i) to the Administrative Agent for the account of each Domestic Tranche Revolving Lender the then unpaid principal amount of each Domestic Tranche Revolving Loan made to such Borrower on the Maturity Date and in the currency of such Loan, (ii) to the Administrative Agent for the account of each Global Tranche Revolving Lender the then unpaid principal amount of each Global Tranche Revolving Loan made to such Borrower on the Maturity Date in the currency of such Loan, (iii) to the Administrative Agent the then unpaid amount of each Protective Advance made for the account of such Borrower on the earlier of the Maturity Date and demand by the Administrative AgentAgent and (iv) to the Swingline Lender the then unpaid principal amount of each Swingline Loan made for the account of such Borrower on the earliest of (x) the Maturity Date and (y) the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two (2) Business Days after such Swingline Loan is made; provided that, on each date that a Revolving Loan is made, the applicable Borrower shall repay all Swingline Loans then outstanding. To the extent this Section 2.10 creates an obligation of a German Borrower to repay Protective Advances or Swingline Loans of any other Borrower, such obligations shall be subject to the German Guaranty Limitations. (b) On At all times during a Cash Dominion Period, on each Business Day during a Dominion Trigger PeriodDay, the Administrative Agent shall apply an amount equal all funds credited to the ledger balance in the any Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent, whether or not immediately available) first, first to prepay any Protective Advances that may be outstanding, pro rata; second, to prepay the Swingline Loans; outstanding and third, pro rata, second to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitmentsincluding Swingline Loans) and if an Event to cash collateralize outstanding LC Exposure (provided that, collections and cash collateral provided by any Foreign Subsidiary (other than any Canadian ULC) shall be used solely to pay the Foreign Secured Obligations, and collections, the application of Default has occurred funds credited to any Collection Account of a German Borrower, and is continuingcash collateral provided by any German Loan Party shall be subject to the German Guaranty Limitations). Notwithstanding the foregoing, deposit in the LC Collateral Account cash in an amount equal to 105% funds of the Letter Domestic Loan Parties credited to any Collection Account shall be used to pay the Secured Obligations (other than the Foreign Secured Obligations and the Secured Obligations that constitute a Guarantee of Credit Shortfall Amountthe Foreign Secured Obligations) prior to being used to pay any of the other Secured Obligations. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness Indebtedness of the Borrowers each Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (d) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class, Agreed Currency and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers each Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (e) The Register and corresponding entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that that, the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers any Borrower to repay the Loans in accordance with the terms of this Agreement. (f) Any Lender may request that Loans made by it to any Borrower be evidenced by a promissory note. In such event, the Borrowers relevant Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) assigns and in a form approved by the Administrative AgentAgent and the Borrowers. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Belden Inc.)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers Borrower hereby unconditionally promise promises to pay (i) to the Administrative Agent for the account of each Revolving Lender the then unpaid principal amount of each Revolving Loan on the Revolving Credit Maturity Date Date, and (ii) to the Administrative Agent Swingline Lender the then unpaid principal amount of each Protective Advance Swingline Loan on the earlier of the Revolving Credit Maturity Date and demand by the Administrative Agentfirst date after such Swingline Loan is made that is the 10th day (or if such day is not a Business Day, the next succeeding Business Day) of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Borrowing is made, the Borrower shall repay all Swingline Loans that were outstanding on the date such Borrowing was requested. (b) On each Business Day during a Dominion Trigger Period, The Borrower hereby unconditionally promises to pay to the Administrative Agent shall apply for the ratable account of each Term Lender (i) on the last Business Day of each March, June, September and December, (1) commencing with the first full fiscal quarter after the Effective Date until the First Amendment Effective Date, an amount equal to the ledger balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion 0.25% of the Administrative Agentaggregate principal amount of the Term Loans advanced on the Effective Date and (2) firstcommencing with the first fiscal quarter ended after the First Amendment Effective Date, to prepay any Protective Advances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitments) and if an Event of Default has occurred and is continuing, deposit in the LC Collateral Account cash in an amount equal to 1050.25% of the Letter sum of Credit Shortfall Amount. (cA) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness aggregate principal amount of the Borrowers to such Lender resulting from each Loan made by such Lender, including Term Loans advanced on the amounts Effective Date plus (B) the aggregate principal amount of principal and interest payable and paid to such Lender the New Term Loans advanced on the First Amendment Effective Date (as adjusted from time to time hereunder.pursuant to Section 2.18(b)), which payments shall be reduced as a result of the application of prepayments in accordance with Section 2.11(f) solely to the extent of any such amounts applied to the prepayment of the Term Loans) and (ii) on the Term Maturity Date, the aggregate principal amount of all Term Loans outstanding on such date; provided that the amount of any such payment set forth above shall be adjusted to account for the addition of any Extended Loans or Incremental Term Loans to contemplate (A) the reduction in the aggregate principal amount of any Term Loans that were converted in connection with the incurrence of such Extended Loans, and (B) any increase to payments to the extent and as required pursuant to the terms of any applicable Incremental Facility Agreement involving a Term Loan Increase to the Term Loans. Table of Contents (dc) The Administrative Agent shall maintain accounts in accordance with its usual practices in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, if any, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (ed) The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers Borrower to repay the Loans in accordance with the terms of this Agreement. (fe) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Planet Fitness, Inc.)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers hereby unconditionally promise to pay (i) to the Administrative Agent for the account of each Revolving Lender the then unpaid principal amount of each Revolving Loan on the Revolving Credit Maturity Date Date, and (ii) to the Administrative Agent Swingline Lender the then unpaid principal amount of each Protective Advance Swingline Loan on the earlier of the Revolving Credit Maturity Date and demand the fifth Business Day after such Swingline Loan is made; provided that on each date that a Revolving Loan is made in Dollars, the Borrowers shall repay all Swingline Loans then outstanding and the proceeds of any such Revolving Loan shall be applied by the Administrative AgentAgent to repay any Swingline Loans outstanding. All Loans shall be repaid and prepaid in the Agreed Currency in which they were originally denominated. (b) On each Business Day during a Dominion Trigger Period, the Administrative Agent shall apply an amount equal to the ledger balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent) first, to prepay any Protective Advances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitments) and if an Event of Default has occurred and is continuing, deposit in the LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall Amount. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness Indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (dc) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class, Agreed Currency and Type thereof and the Interest Period applicable thereto, if any, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (ed) The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this Agreement. (fe) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.0410.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (CSW Industrials, Inc.)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers Borrower hereby unconditionally promise promises to pay (i) to the Administrative Agent Lender for the its account of each Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date and (ii) to Date. All unpaid Obligations shall be paid in full in cash by the Administrative Agent the then unpaid amount of each Protective Advance Borrower on the earlier of the Maturity Date and demand by the Administrative AgentDate. (b) On each Business Day during a Dominion Trigger Period, the Administrative Agent shall apply an amount equal to the ledger balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent) first, to prepay any Protective Advances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitments) and if an Event of Default has occurred and is continuing, deposit in the LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall Amount. (c) Each The Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers Borrower to such the Lender resulting from each Loan made by such the Lender, including the amounts of principal and interest payable and paid to such the Lender from time to time hereunder. (dc) The Administrative Agent Lender shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers Borrower to each the Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereofLender hereunder. (ed) The entries made in the accounts maintained pursuant to paragraph (cb) or (dc) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any the Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers Borrower to repay the Loans in accordance with the terms of this Agreement. (fe) Any The Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers Borrower shall prepare, execute and deliver to such the Lender a promissory note payable to the order of such the Lender (or, if requested by such the Lender, to such the Lender and its registered assigns) and in a form approved by the Administrative AgentLender. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.048.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Transcat Inc)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers hereby unconditionally promise to pay Borrower shall repay the Loans (i) to the Administrative Agent for the account of on each Lender the then unpaid principal amount of each Revolving Loan on the Maturity Settlement Date and (ii) to the Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative Agent. (b) On each Business Day during a Dominion Trigger Period, the Administrative Agent shall apply in an amount equal to the ledger Amortization Payment Amount and (ii) on the Maturity Date, any outstanding principal balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent) first, to prepay any Protective Advances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitments) and if an Event of Default has occurred and is continuing, deposit in the LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall Amount. (ca) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers Borrower to such Lender resulting from each the Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (db) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan the Loans made hereunder, the Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (ec) The entries made in the accounts maintained pursuant to paragraph (cb) or (dc) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this AgreementObligations. (fd) Any Lender may request that Loans the Loan made by it be evidenced by a promissory noteNote. In such event, the Borrowers Borrower shall prepare, execute and deliver to such Lender a promissory note Note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent). Thereafter, the Loans Loan evidenced by such promissory note Note and interest thereon shall at all times (including after assignment pursuant to Section 9.049.03) be represented by one or more promissory notes Note in such form payable to the order of the payee named therein (or, if such promissory note Note is a in registered noteform, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (PLBY Group, Inc.)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers Each Borrower hereby unconditionally promise promises to pay (i) to the Administrative Applicable Agent for the account of each Lender the applicable Revolving Lenders the then unpaid principal amount of each Revolving Loan extended to such Borrower on the Revolving Loan Maturity Date in the currency of such Loan and (ii) to the Administrative Agent U.S. Swingline Lender and the Canadian Swingline Lender the then unpaid principal amount of each Protective Advance U.S. Swingline Loan and Canadian Swingline Loan, respectively, on the earlier of the Revolving Loan Maturity Date and, to the extent the aggregate outstanding principal amount of U.S. Swingline Loans and demand by Canadian Swingline Loans exceeds the Administrative Agent. U.S. Dollar Amount of U.S. $10,000,000, on the first date after the applicable Swingline Loan is made that is the 15th or last day of a calendar month and is at least two (b2) On Business Days after such Swingline Loan is made; provided that on each Business Day during date that a Dominion Trigger PeriodRevolving Borrowing is made, the Administrative Agent applicable Borrower shall apply repay all Swingline Loans then outstanding under the Tranche under which such Revolving Loans are being made. Each Borrower shall repay its Term Loans on the last day of each Fiscal Quarter in an amount equal to the ledger balance in then applicable Term Loan Payment Percentage times the Collection Deposit Account aggregate principal amount of its Term Loans on such Business Day or the immediately preceding Business Day Funding Date (at subject to adjustment pursuant to Section 2.11 as a result of prepayments). To the discretion of extent not previously paid, all unpaid Term Loans shall be fully repaid by the Administrative Agent) first, to prepay any Protective Advances that may be outstanding, pro rata; second, to prepay applicable Borrower on the Swingline Loans; and third, pro rata, to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitments) and if an Event of Default has occurred and is continuing, deposit in the LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall AmountTerm Loan Maturity Date. (cb) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers each Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (dc) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class, the currency and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers each Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative any Agent hereunder for the account of the Lenders and each Lender’s share thereof. (ed) The entries made in the accounts maintained pursuant to paragraph (cb) or (dc) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers either Borrower to repay the Loans in accordance with the terms of this Agreement. (fe) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers applicable Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Borrower and the Administrative AgentAgent (with the form attached hereto as Exhibit H being so approved). Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Quad/Graphics, Inc.)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers Borrower hereby unconditionally promise promises to pay (i) to the Administrative Agent for the account of each Lender on each date set forth below in the aggregate principal amount set forth opposite such date (as adjusted from time to time pursuant to Section 2.07): June 26, 2011 $ 1,500,000 June 26, 2012 $ 1,500,000 To the extent not previously paid, the Borrower shall pay the then unpaid principal amount of each Revolving Loan on the Maturity Date and (ii) to the Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative Agent. (b) On each Business Day during a Dominion Trigger Period, the Administrative Agent shall apply an amount equal to the ledger balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent) first, to prepay any Protective Advances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitments) and if an Event of Default has occurred and is continuing, deposit in the LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall Amount. (c) Date. Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers Borrower to such Lender resulting from each Loan made or held by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (d) . The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunderLoan, the Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (e) . The entries made in the accounts maintained pursuant to paragraph (cb) or (dc) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers Borrower to repay the Loans in accordance with the terms of this Agreement. (f) . Any Lender may request that its Loans made by it be evidenced by a promissory note. In such event, the Borrowers Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Term Credit Agreement (Stepan Co)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers hereby unconditionally promise to pay (i) to the Administrative Agent for the account of each Revolving Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date and Date, (ii) to the Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative Agent; provided that on each date that a Revolving Loan is made, the Borrowers shall repay all Swingline Loans then outstanding and (iii) to the Administrative Agent the then unpaid principal amount of each Overadvance on the earlier of the Maturity Date and demand by the Administrative Agent. (b) On At all times that full cash dominion is in effect pursuant to Section 2.24, on each Business Day during a Dominion Trigger PeriodDay, the Administrative Agent shall apply an amount equal all funds credited to the ledger balance in the Collection Deposit Account Blocked Accounts on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent, whether or not immediately available) first, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, second to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitmentsincluding Swingline Loans) and if an Event of Default has occurred and is continuing, deposit in the to cash collateralize outstanding LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall AmountExposure. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (d) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (e) The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this Agreement. (f) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Catalyst Paper Corp)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers hereby unconditionally promise to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date and Date, (ii) to the Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative Agent, and (iii) to the Administrative Agent the then unpaid principal amount of each Overadvance on the earlier of the Maturity Date and demand by the Administrative Agent. (b) On At all times that Full Cash Dominion is in effect pursuant to Section 5.12(d), on each Business Day during a Dominion Trigger PeriodDay, the Administrative Agent shall apply an amount equal all funds credited to the ledger balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent, whether or not immediately available) firstas follows: (i) if no Event of Default shall have occurred and be continuing at such time, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, second to prepay the Revolving Loans (without a corresponding reduction in including Swing Line Loans), third to cash collateralize outstanding LC Exposure, and fourth the Revolving Commitmentsbalance, if any, to the Borrowers’ general operating account; or (ii) and if an Event of Default has shall have occurred and is continuingbe continuing at such time, deposit in accordance with the LC Collateral Account cash in an amount equal to 105% provisions of the Letter of Credit Shortfall AmountSection 2.18(b). (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (d) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (e) The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this Agreement. (f) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Altra Holdings, Inc.)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers Borrower hereby unconditionally promise promises to pay (i) repay to the Administrative Agent for the account of each Lender Initial Term Lender, on the then unpaid principal amount last day of the first fiscal quarter ending after the Effective Date and on the last Business Day of each Revolving Loan on March, June, September and December thereafter prior to the Maturity Date and (ii) to the Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative Agent. (b) On each Business Day during a Dominion Trigger PeriodDate, the Administrative Agent shall apply an amount equal to the ledger balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent) first, to prepay any Protective Advances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, to prepay the Revolving Initial Term Loans (without a corresponding reduction in the Revolving Commitments) and if an Event of Default has occurred and is continuing, deposit in the LC Collateral Account cash in an amount equal to 1050.25% of the Letter aggregate principal amount of Credit Shortfall Amountthe Initial Term Loans actually funded on the Effective Date. To the extent not previously repaid, all unpaid Loans shall be paid in full in Dollars by the Borrower on the Maturity Date. (cb) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (dc) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (ed) The entries made in the accounts maintained pursuant to paragraph (cb) or (dc) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded thereintherein absent manifest error; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers Borrower to repay the Loans in accordance with the terms of this Agreement. (fe) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns)form.

Appears in 1 contract

Samples: Credit Agreement (Ugi Corp /Pa/)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers Borrower hereby unconditionally promise promises to pay (i) to the Administrative Agent for the account of each Revolving Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date and (ii) to the Administrative Agent Swingline Lender the then unpaid principal amount of each Protective Advance Swingline Loan on the earlier fifth Business Day after such Swingline Loan is made; provided that on each date that a Revolving Borrowing is made, the Borrower shall repay all Swingline Loans then outstanding and the proceeds of the Maturity Date and demand any such Borrowing shall be applied by the Administrative AgentAgent to repay any Swingline Loans outstanding. The Borrower shall repay Term Loans on each date set forth below in the aggregate principal amount set forth opposite such date (as adjusted from time to time pursuant to Section 2.11(a) and Section 2.11(b)) (it being understood that no principal payments shall be required on a date specified below if the Term Loans have not been drawn prior to such date): March 14, 2017 $5,000,000 June 14, 2017 $5,000,000 September 14, 2017 $5,000,000 December 14, 2017 $6,250,000 March 14, 2018 $6,250,000 June 14, 2018 $6,250,000 September 14, 2018 $6,250,000 December 14, 2018 $7,500,000 To the extent not previously repaid, all unpaid Term Loans shall be paid in full in Dollars by the Borrower on the Maturity Date. (b) On each Business Day during a Dominion Trigger Period, the Administrative Agent shall apply an amount equal to the ledger balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent) first, to prepay any Protective Advances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitments) and if an Event of Default has occurred and is continuing, deposit in the LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall Amount. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (dc) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (ed) The entries made in the accounts maintained pursuant to paragraph clause (cb) or (dc) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers Borrower to repay the Loans in accordance with the terms of this Agreement. (fe) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Deluxe Corp)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers Borrower hereby unconditionally promise promises to pay (i) to the Administrative Agent Lender for the its account of each Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date Date, and (ii) to the Administrative Agent Lender the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative AgentLender. (b) On each Business Day during a Dominion Trigger Period, the Administrative Agent shall apply an amount equal to the ledger balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent) first, to prepay any Protective Advances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitments) and if an Event of Default has occurred and is continuing, deposit in the LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall Amount. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (dc) The Administrative Agent Lender shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Type thereof interest rate applicable thereto and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereofLender hereunder. (ed) The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers Borrower to repay the Loans in accordance with the terms of this Agreement. (fe) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative AgentLender. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.048.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Koss Corp)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers Borrower hereby unconditionally promise promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan on the Revolving Credit Maturity Date Date, and (ii) to the Administrative Agent Swingline Lender the then unpaid principal amount of each Protective Advance Swingline Loan on the earlier earliest of the Revolving Credit Maturity Date and Date, the date three Business Days after demand by the Administrative AgentSwingline Lender in its discretion if no Default exists or the demand by the Swingline Lender in its discretion if a Default exists. The Borrower shall repay the Tranche B Term Loans on the last day of each calendar quarter (commencing with the calendar quarter ending on or about September 30, 2007) in an aggregate principal amount equal to $375,000 (as adjusted from time to time pursuant to Section 2.11(e)). To the extent not previously paid, all unpaid Tranche B Term Loans shall be paid in full in cash by the Borrower on the Tranche B Maturity Date. (b) On each Business Day during a Dominion Trigger PeriodIf at any time the aggregate Revolving Credit Exposure of all Lenders exceeds the lesser of (i) the total Revolving Commitments or (ii) the Borrowing Base, the Administrative Agent Borrower shall apply an amount equal promptly repay such excess. If any such excess remains after repayment in full of all outstanding Revolving Loans and Swingline Loans, the Borrower shall provide cash collateral for the LC Exposure in the manner set forth herein to the ledger balance in the Collection Deposit Account on extent required to eliminate such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent) first, to prepay any Protective Advances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitments) and if an Event of Default has occurred and is continuing, deposit in the LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall Amountexcess. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (d) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (e) The entries made in the accounts maintained pursuant to paragraph (cb) or (dc) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded thereintherein absent manifest error; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers Borrower to repay the Loans in accordance with the terms of this Agreement. (f) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Asset Acceptance Capital Corp)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers hereby unconditionally promise to pay (i) to the Administrative Agent for the account of each Revolving Lender the then unpaid principal amount of each Revolving Loan on the Revolving Credit Maturity Date Date, and (ii) to the Administrative Agent Swingline Lender the then unpaid principal amount of each Protective Advance Swingline Loan on the earlier of the Revolving Credit Maturity Date and demand the fifth Business Day after such Swingline Loan is made; provided that on each date that a Revolving Loan is made, the Borrowers shall repay all Swingline Loans then outstanding and the proceeds of any such Revolving Loan shall be applied by the Administrative AgentAgent to repay any Swingline Loans outstanding. (b) On each Business Day during a Dominion Trigger Period, the Administrative Agent shall apply an amount equal to the ledger balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent) first, to prepay any Protective Advances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitments) and if an Event of Default has occurred and is continuing, deposit in the LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall Amount. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness Indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (dc) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, if any, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (ed) The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this Agreement. (fe) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.0410.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (CSW Industrials, Inc.)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers hereby unconditionally promise to pay (i) to the Administrative Agent for the account of each Revolving Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date and Date, (ii) to the Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative Agent, (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Maturity Date and the fifth Business Day after such Swingline Loan is made; provided that on each date that a Revolving Loan is made, the Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such Revolving Loan shall be applied by the Administrative Agent to repay any Swingline Loans outstanding, and (iv) to the Administrative Agent the then unpaid principal amount of each Overadvance on the earlier of the Maturity Date and the demand by the Administrative Agent. (b) On each Business Day during a Dominion Trigger Period, the Administrative Agent shall apply an amount equal all funds credited to the ledger balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent, whether or not immediately available) first, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, second to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitmentsincluding Swingline Loans) and if an Event to cash collateralize outstanding LC Exposure. Notwithstanding the foregoing, to the extent any funds credited to the Collection Account constitute Net Proceeds in respect of Default has occurred and is continuingany Prepayment Event, deposit in the LC Collateral Account cash in an amount equal application of such Net Proceeds shall be subject to 105% of the Letter of Credit Shortfall AmountSection 2.11(c). (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness Indebtedness of the Borrowers to such Lender resulting from each Loan made by such LenderXxxxxx, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (d) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each LenderXxxxxx’s share thereof. (e) The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this Agreement. (f) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Opko Health, Inc.)

Repayment and Amortization of Loans; Evidence of Debt. (a1) The Borrowers Borrower hereby unconditionally promise promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date and (ii) with respect to the Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative AgentRevolving Loans. (b) On each Business Day during a Dominion Trigger Period, the Administrative Agent shall apply an amount equal to the ledger balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent) first, to prepay any Protective Advances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitments) and if an Event of Default has occurred and is continuing, deposit in the LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall Amount. (ca) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (db) The Pursuant to Section 9.04(b)(iii), the Administrative Agent shall maintain accounts the Register in which it shall record (i) the amount of each Loan made hereunder, the Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (ec) The entries made in the accounts and the Register maintained pursuant to paragraph (cb) or (dc) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers Borrower to repay the Loans in accordance with the terms of this Agreement. (fd) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Shake Shack Inc.)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers hereby unconditionally promise to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date and Date, (ii) to the Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative Agent, and (iii) to the Administrative Agent the then unpaid principal amount of each Overadvance on the earlier of the Maturity Date and the 30th day after such Overadvance is made. (b) On each Business Day during a Cash Dominion Trigger Period, the Administrative Agent shall apply an amount equal all funds credited to the ledger balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent, whether or not immediately available) first, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, second to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitmentsincluding Swingline Loans) and if an Event of Default has occurred and is continuing, deposit in the to cash collateralize outstanding LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall AmountExposure. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness Indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (d) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s 's share thereof. (e) The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this Agreement. (f) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns)form.

Appears in 1 contract

Samples: Credit Agreement (Haynes International Inc)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers Borrower hereby unconditionally promise promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan on the Revolving Credit Maturity Date Date, and (ii) to the Administrative Agent Swingline Lender the then unpaid principal amount of each Protective Advance Swingline Loan on the earlier of the Revolving Credit Maturity Date and demand the fifth Business Day after such Swingline Loan is made; provided that on each date that a Revolving Loan is made, the Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such Revolving Loan shall be applied by the Administrative AgentAgent to repay any Swingline Loans outstanding. (b) On each Business Day during a Dominion Trigger Period, the Administrative Agent shall apply an amount equal to the ledger balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent) first, to prepay any Protective Advances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitments) and if an Event of Default has occurred and is continuing, deposit in the LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall Amount. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness Indebtedness of the Borrowers Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (dc) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, if any, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (ed) The entries made in the accounts maintained pursuant to paragraph (cb) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers Borrower to repay the Loans in accordance with the terms of this Agreement. (fe) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns)form.

Appears in 1 contract

Samples: Revolving Credit Agreement (Paycom Software, Inc.)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers hereby unconditionally promise to pay Borrower shall repay the Tranche B Term Loans as follows: (i) to (i) on the Administrative Agent for the account last day of each Lender March, June, September and December, commencing on June 30, 2018, an aggregate principal amount equal to 0.25% multiplied by the then unpaid aggregate principal amount of each Revolving Loan all Tranche B Term Loans outstanding on the Effective Date (which payments shall be adjusted from time to time pursuant to Section 2.12(a) and Section 2.12(f)). (ii) (ii) on the Maturity Date and (ii) applicable to the Administrative Agent Tranche B Term Loans, the then unpaid aggregate principal amount of each Protective Advance all Tranche B Term Loans outstanding on such date. The Borrower shall repay Incremental Term Loans and Refinancing Term Loans in such amounts and on such date or dates as shall be specified therefor in the earlier of the Maturity Date and demand by the Administrative AgentIncremental Amendment or Refinancing Amendment, as applicable, establishing such Term Loans (as such amount shall be adjusted pursuant to Section 2.12(a) or 2.12(e) or pursuant to such Incremental Amendment or Refinancing Amendment, as applicable). (b) On each Business Day during a Dominion Trigger Period, the Administrative Agent shall apply an amount equal to the ledger balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent) first, to prepay any Protective Advances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitments) and if an Event of Default has occurred and is continuing, deposit in the LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall Amount. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers Borrower to such Lender resulting from each Loan made by such LenderXxxxxx, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (dc) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each LenderXxxxxx’s share thereof. (ed) The entries made in the accounts maintained pursuant to paragraph (cb) or (dc) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this AgreementSecured Obligations. (fe) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such any promissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Loan Agreement (Lifetime Brands, Inc)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers U.S. Borrower hereby unconditionally promise promises to pay (i) to the Administrative Agent for the account of each applicable Lender the then unpaid principal amount of each U.S. Revolving Loan in U.S. Dollars and EUR Revolving Loan in Euros on the Maturity Date and (ii) to the Administrative Agent Swingline Lender the then unpaid principal amount of each Protective Advance Swingline Loan on the earlier of (A) the Maturity Date or (B) the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and demand by is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Borrowing is made, the U.S. Borrower shall repay all Swingline Loans then outstanding. SWM Philippines hereby unconditionally promises to pay to the Administrative AgentAgent for the account of each applicable Lender the then unpaid principal amount of each PHP Revolving Loan in Philippine Pesos on the Maturity Date. (b) On each Business Day during a Dominion Trigger Period, the Administrative Agent shall apply an amount equal to the ledger balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent) first, to prepay any Protective Advances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitments) and if an Event of Default has occurred and is continuing, deposit in the LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall Amount. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (dc) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (ed) The entries made in the accounts maintained pursuant to paragraph clauses (cb) or (dc) of this Section shall be prima facie evidence of the existence and amounts of the obligations Obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this Agreement. (fe) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns). (f) If on any Computation Date, the aggregate Revolving Credit Exposure of the Lenders for any Class exceeds the aggregate Commitments of the Lenders for such Class, the applicable Borrower shall immediately prepay the Revolving Loans in the amount of such excess. To the extent that, after any such prepayment of all Revolving Loans of any Class an excess of the Revolving Credit Exposure of such Class over the aggregate Commitments of such Class still exists, the Borrowers shall promptly cash collateralize the Letters of Credit in the manner described in Section 2.06(j) in an amount sufficient to eliminate such excess. Any such payment shall be applied, first, to the Swingline Loans, second, to the Revolving Credit Loans for such Class and, third, as cash collateral for LC Exposure for such Class.

Appears in 1 contract

Samples: Credit Agreement (Schweitzer Mauduit International Inc)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers Borrower hereby unconditionally promise promises to pay (i) to the Administrative Agent for the account of each Revolving Lender the then unpaid principal amount of each Revolving Loan on the Revolving Credit Maturity Date Date, and (ii) to the Administrative Agent Swingline Lender the then unpaid principal amount of each Protective Advance Swingline Loan on the earlier of the Revolving Credit Maturity Date and demand by the Administrative Agentfirst date after such Swingline Loan is made that is the 10th day (or if such day is not a Business Day, the next succeeding Business Day) of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Borrowing is made, the Borrower shall repay all Swingline Loans that were outstanding on the date such Borrowing was requested. (b) On each Business Day during a Dominion Trigger Period, The Borrower hereby unconditionally promises to pay to the Administrative Agent shall apply for the ratable account of each Term Lender (i) on the last Business Day of each March, June, September and December, (1) commencing with the first full fiscal quarter after the Effective Date until the First Amendment Effective Date, an amount equal to the ledger balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion 0.25% of the Administrative Agentaggregate principal amount of the Term Loans advanced on the Effective Date, (2) firstcommencing with the first fiscal quarter ended after the First Amendment Effective Date until the Second Amendment Effective Date, to prepay any Protective Advances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitments) and if an Event of Default has occurred and is continuing, deposit in the LC Collateral Account cash in an amount equal to 1050.25% of the Letter sum of Credit Shortfall Amount(A) the aggregate principal amount of the Term Loans advanced on the Effective Date plus (B) the aggregate principal amount of the New Term Loans advanced on the First Amendment Effective Date and (3) commencing with the first fiscal quarter ended after the Second Amendment Effective Date, an amount equal to 0.25% of the aggregate principal amount of the 2016 Term Loans advanced on the Second Amendment Effective Date (as adjusted from time to time pursuant to Section 2.18(b)), which payments shall be reduced as a result of the application of prepayments in accordance with Section 2.11(f) solely to the extent of any such amounts applied to the prepayment of the Term Loans) and (ii) on the Term Maturity Date, the aggregate principal amount of all Term Loans outstanding on such date; provided that the amount of any such payment set forth above shall be adjusted to account for the addition of any Extended Loans or Incremental Term Loans to contemplate (A) the reduction in the aggregate principal amount of any Term Loans that were converted in connection with the incurrence of such Extended Loans, and (B) any increase to payments to the extent and as required pursuant to the terms of any applicable Incremental Facility Agreement involving a Term Loan Increase to the Term Loans. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (d) The Administrative Agent shall maintain accounts in accordance with its usual practices in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, if any, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (ed) The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers Borrower to repay the Loans in accordance with the terms of this Agreement. (fe) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Planet Fitness, Inc.)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers hereby unconditionally promise to pay (i) to the Administrative Agent for the account of each Revolving Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date and Date, (ii) to the Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and written demand by the Administrative Agent, and (iii) to the Administrative Agent the then unpaid principal amount of each Overadvance on the earlier of the Maturity Date and written demand by the Administrative Agent. (b) On At all times that full cash dominion is in effect pursuant to Section 4.04(b) of the Guarantee and Collateral Agreement, on each Business Day during a Dominion Trigger PeriodDay, the Administrative Agent shall apply an amount equal all funds credited to each Controlled Account, the ledger balance in Exclusive Control Account and the Collection Deposit Qualified Cash Equivalents Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent, whether or not immediately available) first, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, second to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitments) and if an Event of Default has occurred and is continuing, deposit in the to cash collateralize outstanding LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall AmountExposure. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness Debt of the Borrowers to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (d) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (e) The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this Agreement. (f) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns). (g) If the Administrative Agent notifies the Borrower at any time that the aggregate amount of all Loans and the Dollar Equivalent of all LC Obligations at such time exceeds an amount equal to 100% of the Line Cap then in effect, then, upon receipt of such notice (or, if such excess amount is solely as a result of the fluctuation of foreign currency rates, one Business Day after receipt of such notice), the Borrowers shall prepay Loans and/or cash collateralize Letters of Credit in accordance with Section 2.06(j), in an aggregate amount sufficient to reduce such amount as of such date of payment to an amount not to exceed 100% of the Line Cap then in effect. (h) If at any time Cash-Based Extensions of Credit are outstanding and during a Springing Control Period the Company or any of its Subsidiaries initiates a withdrawal or transfer of Permitted Investments from the Qualified Cash Equivalents Account, the Borrowers shall immediately prepay Loans and/or cash collateralize Letters of Credit in accordance with Section 2.06(j), in an aggregate amount equal to the amount necessary to cause the Cash-Based Extensions of Credit (after giving effect to such prepayment and, if applicable, cash collateralization) not to exceed the amount in the Qualified Cash Equivalents Account after giving effect to such withdrawal or transfer; provided that the Borrowers shall prepay any outstanding Loans that are Cash-Based Extensions of Credit prior to cash collateralizing Letters of Credit that are Cash-Based Extensions of Credit. During a Springing Control Period, the Company shall provide prior written notice to the Administrative Agent of any withdrawal or transfer of Permitted Investments from the Qualified Cash Equivalents Account that would result in the amount in the Qualified Cash Equivalents Account being less than the aggregate amount of Cash-Based Extensions of Credit then outstanding, which notice shall be delivered no later than 11:00 A.M., Chicago time, on the Business Day prior to such withdrawal or transfer and shall specify the amount that will be in the Qualified Cash Equivalents Account after giving effect to such withdrawal or transfer (such notice, a “Qualified Cash Withdrawal Notice”).

Appears in 1 contract

Samples: Credit Agreement (Rivian Automotive, Inc. / DE)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers hereby unconditionally promise to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan on the Revolving Credit Maturity Date and (ii) to the Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative AgentDate. (b) On each The Borrowers hereby unconditionally promise to pay to the Lender on the last Business Day during a Dominion Trigger Periodof the then-current quarter, the Administrative Agent shall apply an aggregate principal amount equal of $200,000 with respect to the ledger balance Term Loan. To the extent not previously paid, the unpaid Term Loan shall be paid in full in cash by the Collection Deposit Account Borrowers on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent) first, to prepay any Protective Advances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitments) and if an Event of Default has occurred and is continuing, deposit in the LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall AmountTerm Loan Maturity Date. (c) Each The Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness Indebtedness of the Borrowers to such the Lender resulting from each Loan made by such the Lender, including the amounts of principal and interest payable and paid to such the Lender from time to time hereunder. (d) The Administrative Agent Lender shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, if any, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each the Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereofLender hereunder. (e) The entries made in the accounts maintained pursuant to paragraph (c) or (de) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any the Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this Agreement. (f) Any The Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers shall prepare, execute and deliver to such the Lender a promissory note payable to the order of such the Lender (or, if requested by such the Lender, to such the Lender and its registered assigns) and in a form approved by the Administrative AgentLender. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.048.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Scotts Liquid Gold Inc)

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Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers , jointly and severally, hereby unconditionally promise to pay (i) to the Administrative Agent for the account of each Revolving Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date and Date, (iia)(ii) to the Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Date or demand by the Administrative Agent, and (a)(iii) to the Administrative Agent the then unpaid principal amount of each Overadvance on the earlier of the Maturity Date or demand by the Administrative Agent. (b) On each Business Day At all times during a Dominion Trigger Period, on each Business Day, the Administrative Agent shall will apply an amount equal all funds credited to the ledger balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent, whether or not immediately available) first, to prepay any Protective Advances and Overadvances that may be outstanding, pro rata; outstanding and second, to prepay the Swingline Loans; and third, pro rata, to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitmentsincluding Swingline Loans) and if an Event to cash collateralize outstanding LC Exposure. Notwithstanding the foregoing, to the extent any funds credited to the Collection Account constitute Net Proceeds, the application of Default has occurred and is continuing, deposit in the LC Collateral Account cash in an amount equal such Net Proceeds will be subject to 105% of the Letter of Credit Shortfall AmountSection 2.11(c). (c) Each Lender shall will maintain in accordance with its usual practice an account or accounts evidencing the indebtedness Indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (d) The Administrative Agent shall will maintain accounts in which it shall will record (i) the amount of each Loan made hereunder, the Class and Type thereof thereof, and the Interest Period applicable thereto, (iid)(ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder hereunder, and (iiid)(iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (e) The entries made in the accounts maintained pursuant to paragraph (cSection 2.10(c) or (dSection 2.10(d) of this Section shall will be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that that, the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall will not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this Agreement. (f) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers shall will prepare, execute execute, and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall will at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns)form.

Appears in 1 contract

Samples: Credit Agreement (Francesca's Holdings CORP)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers hereby unconditionally promise to pay (i) to the Administrative Agent for the account of each Revolving Lender the then unpaid principal amount of each Revolving Loan on the Revolving Credit Maturity Date Date, and (ii) to the Administrative Agent Swingline Lender the then unpaid principal amount of each Protective Advance Swingline Loan on the earlier of the Revolving Credit Maturity Date and demand the fifth Business Day after such Swingline Loan is made; provided that on each date that a Revolving Loan is made in Dollars, the Borrowers shall repay all Swingline Loans then outstanding and the proceeds of any such Revolving Loan shall be applied by the Administrative AgentAgent to repay any Swingline Loans outstanding. All Loans shall be repaid and prepaid in the Agreed Currency in which they were originally denominated. (b) On each Business Day during a Dominion Trigger Period, the Administrative Agent shall apply an amount equal to the ledger balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent) first, to prepay any Protective Advances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitments) and if an Event of Default has occurred and is continuing, deposit in the LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall Amount. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness Indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (dc) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class, Agreed Currency and Type thereof and the Interest Period applicable thereto, if any, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s 's share thereof. (ed) The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this Agreement. (fe) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.0410.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (CSW Industrials, Inc.)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers hereby unconditionally promise to pay (i) to The Borrowers shall repay each 2016 Term Loan in quarterly installments, commencing on the Administrative Agent for last day of the account calendar quarter during which such 2016 Term Loan is funded hereunder and continuing on the last day of each Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date calendar quarter thereafter, and (ii) to the Administrative Agent Borrowers shall repay each 2020 Extended Term Loan in quarterly installments, commencing on the then unpaid amount last day of the calendar quarter ending after the Sixth Amendment Date and continuing on the last day of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative Agent. (b) On each Business Day during a Dominion Trigger Period, the Administrative Agent shall apply an amount equal to the ledger balance calendar quarter thereafter. Each such installment referenced in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent) first, to prepay any Protective Advances that may sentence shall be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitments) and if an Event of Default has occurred and is continuing, deposit in the LC Collateral Account cash in an amount equal to 1050.25% of the Letter aggregate principal amount of Credit Shortfall Amountsuch Term Loan (as adjusted from time to time pursuant to Section 2.11(e) or otherwise under the Loan Documents). Notwithstanding the foregoing two sentences, all installment payments required under this Section 2.10(a) have been paid in full as of the Sixth Amendment Date. To the extent not previously paid, (i) all the then unpaid balances of all 2016 Term Loans shall be paid in full by the Borrowers on the Maturity Date applicable thereto and (ii) all the then unpaid balances of all 2020 Extended Term Loans shall be paid in full by the Borrowers on the Maturity Date applicable thereto. (cb) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (dc) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (ed) The entries made in the accounts maintained pursuant to paragraph paragraphs (c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this Agreement. (fe) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Chefs' Warehouse, Inc.)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers Borrower hereby unconditionally promise promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date and Date, (ii) to the Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative Agent and (iii) to the Administrative Agent the then unpaid principal amount of each Overadvance on the earlier of the Maturity Date and demand by the Administrative Agent. (b) On each Business Day during a Dominion Trigger Period, the Administrative Agent shall apply an amount equal to the ledger balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent) first, to prepay any Protective Advances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitments) and if an Event of Default has occurred and is continuing, deposit in the LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall Amount.[Reserved] (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (d) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.. 509265-1423-11080-10355930 (e) The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers Borrower to repay the Loans in accordance with the terms of this Agreement. (f) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Audiovox Corp)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers Each Borrower hereby unconditionally promise promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan made to such Borrower on the Maturity Date and Date, (iib) the US Borrower unconditionally promises to pay to the Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative Agent, (c) the US Borrower hereby unconditionally promises to pay to the Swingline Lender the then unpaid principal amount of each Swingline Loan in dollars on the earlier of the Maturity Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least four Business Days after such Swingline Loan is made, (d) the Netherlands Borrower unconditionally promises to pay to the Administrative Agent the then unpaid amount of each Protective Advance made on behalf of the Netherlands Borrower on the earlier of the Maturity Date and demand by the Administrative Agent and (e) the Netherlands Borrower hereby unconditionally promises to pay the Swingline Lender the then unpaid principal amount of each Swingline Loan in Euros on the earlier of the Maturity Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least four Business Days after such Swingline Loan is made. (b) On At all times that full cash dominion is in effect pursuant to Article VII of the US Security Agreement or as a result of a Netherlands Trigger Event, on each Business Day during a Dominion Trigger PeriodDay, the Administrative Agent shall apply an amount equal all immediately available funds credited to the ledger balance Collection Account or the Netherlands Collection, as applicable, in respect of each applicable Borrower the Collection Deposit Account on such previous Business Day or first with respect to the immediately preceding Business Day U.S. Borrower (at and the discretion Netherlands Borrower with respect to Protective Advances made on behalf of the Administrative AgentNetherlands Borrower) first, to prepay any Protective Advances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, second to prepay the Revolving Loans (without a corresponding reduction including Swing Line Loans) made to such Borrower and third to cash collateralize outstanding LC Exposure in the Revolving Commitments) and if an Event respect of Default has occurred and is continuing, deposit in the LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall Amountsuch Borrower. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers each Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (d) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers each Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (e) The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers any Borrower to repay the Loans in accordance with the terms of this Agreement. (f) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers Borrower to which such Loan is made shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns) except to the extent that such Lender returns such promissory note or notes for cancellation and requests that such Loans be evidenced as set forth in Section 2.10(c) and (d).

Appears in 1 contract

Samples: Credit Agreement (Libbey Inc)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers Borrower hereby unconditionally promise promises to pay (i) to the Administrative Agent for the account of each Revolving Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date and Date, (ii) to the Administrative Agent the then unpaid principal amount of each Protective Advance on the earlier of the Maturity Date and or demand by the Administrative Agent, (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the Maturity Date, (iv) to the Administrative Agent for the account of each Multi-Currency Lender the then unpaid principal amount of each Multi-Currency Loan on the Maturity Date, and (v) to the Issuing Bank the cash collateral amount determined in accordance with Section 2.06(c). (b) On each Business Day during a Dominion Trigger Period, the Administrative Agent shall apply an amount equal to the ledger balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent) first, to prepay any Protective Advances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitments) and if an Event of Default has occurred and is continuing, deposit in the LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall Amount. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (dc) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (ed) The entries made in the accounts maintained pursuant to paragraph (cb) or (dc) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers Borrower to repay the Loans in accordance with the terms of this Agreement. (fe) Any Lender may request that The Loans made by it shall be evidenced by a promissory note. In such event, the Borrowers shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein therein. (orf) To effectuate any payment due on the Revolving Loan and Swingline Loan, if such promissory note is a registered note, the Borrower hereby authorizes the Administrative Agent to initiate debit entries to the Funding Account at the Administrative Agent and to debit the same to such payee Funding Account. This authorization to initiate debit entries shall remain in full force and effect until the Administrative Agent has received written notification of its registered assigns)termination in such time and in such manner as to afford the Administrative Agent a reasonable opportunity to act on it. The Borrower represents that the Borrower is and will be the owner of all funds in such Funding Account.

Appears in 1 contract

Samples: Credit Agreement (Lapeyre James M Jr)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers hereby unconditionally promise to pay (i) to shall repay each Term Loan in quarterly installments, commencing on the Administrative Agent for last day of the account calendar quarter during which such Term Loan is funded hereunder and continuing on the last day of each Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date and (ii) to the Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative Agent. (b) On each Business Day during a Dominion Trigger Period, the Administrative Agent calendar quarter thereafter. Each such installment shall apply an amount equal to the ledger balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent) first, to prepay any Protective Advances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitments) and if an Event of Default has occurred and is continuing, deposit in the LC Collateral Account cash in an amount equal to 1050.25% of the Letter aggregate principal amount of Credit Shortfall Amountsuch Term Loan (as adjusted from time to time pursuant to Section 2.11(e) or otherwise under the Loan Documents). To the extent not previously paid, all the then unpaid balances of all Term Loans shall be paid in full by the Borrowers on the Maturity Date. (cb) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (dc) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (ed) The entries made in the accounts maintained pursuant to paragraph paragraphs (c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this Agreement. (fe) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Chefs' Warehouse, Inc.)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers BorrowerBorrowers hereby unconditionally promise promisespromise to pay (i) to the Administrative Agent for the account of each Revolving Lender the then unpaid principal amount of each Revolving Loan on the Revolving Credit Maturity Date Date, and (ii) to the Administrative Agent Swingline Lender the then unpaid principal amount of each Protective Advance Swingline Loan on the earlier of the Revolving Credit Maturity Date and demand the fifth Business Day after such Swingline Loan is made; provided that on each date that a Revolving Loan is made, the BorrowerBorrowers shall repay all Swingline Loans then outstanding and the proceeds of any such Revolving Loan shall be applied by the Administrative AgentAgent to repay any Swingline Loans outstanding. (b) On each Business Day during a Dominion Trigger Period, the Administrative Agent shall apply an amount equal to the ledger balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent) first, to prepay any Protective Advances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitments) and if an Event of Default has occurred and is continuing, deposit in the LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall Amount. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness Indebtedness of the Borrowers BorrowerBorrowers to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (dc) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, if any, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers BorrowerBorrowers to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (ed) The entries made in the accounts maintained pursuant to paragraph (cb) or (dc) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers BorrowerBorrowers to repay the Loans in accordance with the terms of this Agreement. (fe) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers BorrowerBorrowers shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns)form.

Appears in 1 contract

Samples: Credit Agreement (CRH Medical Corp)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers hereby unconditionally promise jointly and severally to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date and Date, (ii) to the Administrative Agent and/or the Collateral Agent for their own account the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative Agent and/or the Collateral Agent, as applicable, and (iii) to the Administrative Agent the then unpaid principal amount of each Overadvance on the earlier of the Maturity Date and demand by the Administrative Agent. All unpaid Obligations shall be paid in full in cash by the Borrowers on the Maturity Date. (b) On Subject to Section 2.19(b), on each Business Day during a Dominion Trigger PeriodDay, at or before 12:00 noon, New York time, the Administrative Agent shall apply an amount equal all immediately available funds credited to the ledger balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent) first, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, second to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitments) and if an Event of Default has occurred and is continuing, deposit in the LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall Amountincluding Swingline Loans). (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (d) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder hereunder, and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. In the event of a conflict between the records of the Administration Agent and any Lender, the records of the Administration Agent will be presumed to be correct absent manifest error. (e) The entries made in the accounts maintained pursuant to paragraph (cSection 2.11(c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this AgreementAgreement or affect the amount of such Loans. (f) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns) except to the extent that any such Lender subsequently returns any such promissory note for cancellation and requests that such Loans once again be evidenced as described in Section 2.11(c) and (d).

Appears in 1 contract

Samples: Revolving Credit Agreement (Talecris Biotherapeutics Holdings Corp.)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers Borrower hereby unconditionally promise promises to pay (i) to the Administrative Agent for the account of each Revolving Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date Date, and (ii) to the Administrative Agent for the account of the Swingline Lenders the then unpaid principal amount of each Protective Advance Swingline Loan on the earlier of the Maturity Date and demand the fifth Business Days after such Swingline Loan is made; provided that on each date that a Revolving Borrowing is made, the Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such Borrowing shall be applied by the Administrative AgentAgent to repay any Swingline Loans outstanding. (b) On each Business Day during a Dominion Trigger Commencing on the earlier of (i) the last day of the first full calendar quarter ending after the termination of all the Term Loan Commitments and (ii) the expiration of the Term Loan Availability Period, the Borrower hereby unconditionally promises to pay in Dollars to the Administrative Agent shall apply for the account of each Term Lender on the last day of each calendar quarter (each, an “Amortization Payment Date”) an amount equal to the ledger balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion product of the Administrative Agent) first, to prepay any Protective Advances that may be outstanding, pro rata; second, to prepay original aggregate principal amount of all Term Loans funded hereunder multiplied by the Swingline Loans; and third, pro rata, to prepay the Revolving Loans Term Loan Amortization Rate applicable for such Amortization Payment Date if such Amortization Payment Date is applicable (without a corresponding reduction in the Revolving Commitments) and if an Event of Default has occurred and is continuing, deposit in the LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall Amount. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender as adjusted from time to time hereunder. (d) The Administrative Agent pursuant to Section 2.18(b)); provided that, if any date set forth below is not a Business Day, then payment shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest be due and payable or on the Business Day immediately preceding such date. To the extent not previously paid, all unpaid Term Loans shall be paid in full in cash in dollars by the Borrower on the Maturity Date. As used herein, “Term Loan Amortization Rate” means, with respect to become due and payable from any Amortization Payment Date, the Borrowers to each Lender hereunder and (iii) percentage set forth in the table below opposite such Amortization Payment Date: Date Amount December 31, 2022 1.875 % March 31, 2023 1.875 % June 30, 2023 1.875 % September 30, 2023 1.875 % December 31, 2023 1.875 % March 31, 2024 1.875 % June 30, 2024 1.875 % September 30, 2024 2.50 % December 31, 2024 2.50 % March 31, 2025 2.50 % June 30, 2025 2.50 % September 30, 2025 2.50 % December 31, 2025 2.50 % March 31, 2026 2.50 % June 30, 2026 2.50 % September 30, 2026 2.50 % December 31, 2026 2.50 % March 31, 2027 2.50 % June 30, 2027 2.50 % Maturity Date The entire unpaid principal amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (e) The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this Agreement. (f) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).Term Loans

Appears in 1 contract

Samples: Credit Agreement (Paycom Software, Inc.)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers hereby unconditionally promise to pay (i) to the Administrative Agent for the account of each Revolving Lender the then unpaid principal amount of each Revolving Loan (including Swingline Loans) on the Maturity Date and Date, (ii) to the Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative Agent, and (iii) to the Administrative Agent the then unpaid principal amount of each Overadvance on the earlier of the Maturity Date and the 30th day after such Overadvance is made. (b) On At all times that full cash dominion is in effect pursuant to Section 7.3 of the Security Agreement, on each Business Day during a Dominion Trigger PeriodDay, the Administrative Agent shall apply an amount equal all funds credited to the ledger balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent, whether or not immediately available) first, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, second to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitmentsincluding Swingline Loans) and if an Event to cash collateralize outstanding LC Exposure. Notwithstanding the foregoing, to the extent any funds credited to the Collection Account constitute Net Proceeds, the application of Default has occurred and is continuing, deposit in the LC Collateral Account cash in an amount equal such Net Proceeds shall be subject to 105% of the Letter of Credit Shortfall AmountSection 2.11(c). (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness Indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (d) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s 's share thereof. (e) The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this Agreement. (f) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns)form.

Appears in 1 contract

Samples: Credit Agreement (Vera Bradley, Inc.)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers Borrower hereby unconditionally promise promises to pay (i) to the Administrative Agent for the account of each 2020 Dollar Tranche Lender and each 2020 Multicurrency Tranche Lender the then unpaid principal amount of each 2020 Dollar Tranche Revolving Loan and each 2020 Multicurrency Tranche Revolving Loan, respectively, on the 2020 Maturity Date and in the currency of such Loan, (ii) to the Administrative Agent for the account of each 2023 Dollar Tranche Lender and each 2023 Multicurrency Tranche Lender the then unpaid principal amount of each Protective Advance 2023 Dollar Tranche Revolving Loan and each 2023 Multicurrency Tranche Revolving Loan, respectively, on the 2023 Maturity Date in the currency of such Loan and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the earlier of the 2023 Maturity Date and demand by the Administrative Agentfirst date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two (2) Business Days after such Swingline Loan is made; provided that on each date that a Dollar Tranche Revolving Borrowing is made, the Borrower shall repay all Swingline Loans then outstanding. (b) On each Business Day during a Dominion Trigger Period, the Administrative Agent shall apply an amount equal to the ledger balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent) first, to prepay any Protective Advances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitments) and if an Event of Default has occurred and is continuing, deposit in the LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall Amount. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (dc) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class, Agreed Currency and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (ed) The entries made in the accounts maintained pursuant to paragraph (cb) or (dc) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers Borrower to repay the Loans in accordance with the terms of this Agreement. (fe) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Microchip Technology Inc)

Repayment and Amortization of Loans; Evidence of Debt. (a) [Reserved]. (b) The Borrowers Borrower hereby unconditionally promise promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan such Lender’s Loans on the Maturity Date and (ii) to the Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative Agent. (b) On each Business Day during a Dominion Trigger Period, the Administrative Agent shall apply an amount equal to the ledger balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent) first, to prepay any Protective Advances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitments) and if an Event of Default has occurred and is continuing, deposit in the LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall AmountDate. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (d) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the hereunder and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (e) The entries made in the accounts maintained pursuant to paragraph (cb) or (dc) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers Borrower to repay the Loans in accordance with the terms of this Agreement. (f) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: 364 Day Senior Secured Bridge Credit Agreement (Microchip Technology Inc)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers Borrower hereby unconditionally promise promises to pay (i) to the Administrative Agent for the account of each Revolving Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date Date, and (ii) to the Administrative Agent for the account of the Swingline Lenders the then unpaid principal amount of each Protective Advance Swingline Loan on the earlier of the Maturity Date and demand the fifth Business Days after such Swingline Loan is made; provided that on each date that a Revolving Borrowing is made, the Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such Borrowing shall be applied by the Administrative AgentAgent to repay any Swingline Loans outstanding. (b) On each Business Day during a Dominion Trigger Commencing on the earlier of (i) the last day of the first full calendar quarter ending after the termination of all the Term Loan Commitments and (ii) the expiration of the Term Loan Availability Period, the Borrower hereby unconditionally promises to pay in Dollars to the Administrative Agent shall apply for the account of each Term Lender on the last day of each calendar quarter (each, an “Amortization Payment Date”) an amount equal to the ledger balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion product of the Administrative Agent) first, to prepay any Protective Advances that may be outstanding, pro rata; second, to prepay original aggregate principal amount of all Term Loans funded hereunder multiplied by the Swingline Loans; and third, pro rata, to prepay the Revolving Loans Term Loan Amortization Rate applicable for such Amortization Payment Date if such Amortization Payment Date is applicable (without a corresponding reduction in the Revolving Commitments) and if an Event of Default has occurred and is continuing, deposit in the LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall Amount. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender as adjusted from time to time hereunder. (d) The Administrative Agent pursuant to Section 2.18(b)); provided that, if any date set forth below is not a Business Day, then payment shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest be due and payable or to become due and payable from on the Borrowers to each Lender hereunder and (iii) Business Day immediately preceding such date. To the amount of any sum received extent not previously paid, all unpaid Term Loans shall be paid in full in cash in dollars by the Administrative Agent hereunder for Borrower on the account of the Lenders and each Lender’s share thereof. (e) The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this Agreement. (f) Any Lender may request that Loans made by it be evidenced by a promissory noteMaturity Date. In such eventAs used herein, the Borrowers shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).“Term

Appears in 1 contract

Samples: Credit Agreement (Paycom Software, Inc.)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers Borrower hereby unconditionally promise promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date and (ii) to the Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative AgentDate. (b) On each Business Day during a Dominion Trigger Period, the Administrative Agent shall apply an amount equal to the ledger balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent) first, to prepay any Protective Advances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitments) and if an Event of Default has occurred and is continuing, deposit in the LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall Amount. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (dc) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (ed) The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers Borrower to repay the Loans in accordance with the terms of this Agreement. (fe) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Virtusa Corp)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers Borrower hereby unconditionally promise promises to pay (i) to the Administrative Agent for the account of each Revolving Lender the then unpaid principal amount of each Revolving Loan on the Revolving Credit Maturity Date Date. Commencing on December 31, 2019, the Borrower shall repay Term Loans on each date set forth below in the aggregate principal amount set forth opposite such date (as adjusted from time to time pursuant to Section 2.11(a) and (ii) to Section 2.11(c)): To the Administrative Agent extent not previously repaid, all unpaid Term Loans shall be paid in full in Dollars by the then unpaid amount of each Protective Advance Borrower on the earlier of the Term Loan Maturity Date and demand by the Administrative AgentDate. (b) On each Business Day during a Dominion Trigger Period, the Administrative Agent shall apply an amount equal to the ledger balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent) first, to prepay any Protective Advances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitments) and if an Event of Default has occurred and is continuing, deposit in the LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall Amount. (ca) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (db) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (ec) The entries made in the accounts maintained pursuant to paragraph (cb) or (dc) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this AgreementObligations. (fd) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns)form.

Appears in 1 contract

Samples: Credit Agreement (Eagle Pharmaceuticals, Inc.)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers U.S. Borrower hereby unconditionally promise promises to pay (i) to the Administrative Agent for the account of each applicable Lender the then unpaid principal amount of each U.S. Revolving Loan in U.S. Dollars and EUR Revolving Loan in Euros on the Maturity Date and (ii) to the Administrative Agent Swingline Lender the then unpaid principal amount of each Protective Advance Swingline Loan on the earlier of (A) the Maturity Date or (B) the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and demand by is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Borrowing is made, the U.S. Borrower shall repay all Swingline Loans then outstanding. SWM Philippines hereby unconditionally promises to pay to the Administrative AgentAgent for the account of each applicable Lender the then unpaid principal amount of each PHP Revolving Loan in Philippine Pesos on the Maturity Date. (b) On each Business Day during a Dominion Trigger Period, the Administrative Agent shall apply an amount equal to the ledger balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent) first, to prepay any Protective Advances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitments) and if an Event of Default has occurred and is continuing, deposit in the LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall Amount. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (dc) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s 's share thereof. (ed) The entries made in the accounts maintained pursuant to paragraph clauses (cb) or (dc) of this Section shall be prima facie evidence of the existence and amounts of the obligations Obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this Agreement. (fe) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.049.04 ) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns). (f) If on any Computation Date, the aggregate Revolving Credit Exposure of the Lenders for any Class exceeds the aggregate Commitments of the Lenders for such Class, the applicable Borrower shall immediately prepay the Revolving Loans in the amount of such excess. To the extent that, after any such prepayment of all Revolving Loans of any Class an excess of the Revolving Credit Exposure of such Class over the aggregate Commitments of such Class still exists, the Borrowers shall promptly cash collateralize the Letters of Credit in the manner described in Section 2.06(j) in an amount sufficient to eliminate such excess. Any such payment shall be applied, first, to the Swingline Loans, second , to the Revolving Credit Loans for such Class and, third , as cash collateral for LC Exposure for such Class.

Appears in 1 contract

Samples: Credit Agreement (Schweitzer Mauduit International Inc)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers Borrower hereby unconditionally promise promises to pay (i) repay to the Administrative Agent for the account of each Lender Initial Term Lender, on the then unpaid principal amount last day of the first fiscal quarter ending after the First Amendment Effective Date and on the last Business Day of each Revolving Loan on March, June, September and December thereafter prior to the Maturity Date and (ii) to the Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative Agent. (b) On each Business Day during a Dominion Trigger PeriodDate, the Administrative Agent shall apply an amount equal to the ledger balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent) first, to prepay any Protective Advances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, to prepay the Revolving Initial Term Loans (without a corresponding reduction in the Revolving Commitments) and if an Event of Default has occurred and is continuing, deposit in the LC Collateral Account cash in an amount equal to 1050.25% of the Letter aggregate principal amount of Credit Shortfall Amountthe Initial Term Loans actually funded on the First Amendment Effective Date. To the extent not previously repaid, all unpaid Loans shall be paid in full in Dollars by the Borrower on the Maturity Date. (cb) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers Borrower to such Lender resulting from each Loan made by such LenderXxxxxx, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (dc) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.46 #92274486v19 (ed) The entries made in the accounts maintained pursuant to paragraph (cb) or (dc) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded thereintherein absent manifest error; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers Borrower to repay the Loans in accordance with the terms of this Agreement. (fe) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns)form.

Appears in 1 contract

Samples: Credit Agreement (Ugi Corp /Pa/)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers Borrower hereby unconditionally promise promises to pay (i) to the Administrative Agent for the account of each Revolving Lender the then unpaid principal amount of each Revolving Loan on the Revolving Credit Maturity Date Date, and (ii) to the Administrative Agent Swingline Lender the then unpaid principal amount of each Protective Advance Swingline Loan on the earlier of the Revolving Credit Maturity Date and demand the Business Day after such Swingline Loan is made if required by the Swingline Lender; provided that, unless not required by the Swingline Lender, on each date that a Revolving Loan is made, the Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such Revolving Loan shall be applied by the Administrative AgentAgent to repay any Swingline Loans outstanding. (b) On each Business Day during a Dominion Trigger Period, the Administrative Agent shall apply an amount equal to the ledger balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent) first, to prepay any Protective Advances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitments) and if an Event of Default has occurred and is continuing, deposit in the LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall Amount. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness Indebtedness of the Borrowers Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (dc) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, if any, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (ed) The entries made in the accounts maintained pursuant to paragraph (cb) or (dc) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers Borrower to repay the Loans in accordance with the terms of this Agreement. (fe) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Saga Communications Inc)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers Company hereby unconditionally promise promises to pay (i) to the Administrative Agent for the account of each Revolving Lender the then unpaid principal amount of each Revolving Loan made on the Maturity Date in the currency of such Revolving Loan and (ii) to the Administrative Agent Swingline Lender the then unpaid principal amount of each Protective Advance Swingline Loan on the earlier of the Maturity Date and demand the first date after such Swingline Loan is made that is the fifteenth (15th) or last day of a calendar month and is at least two (2) Business Days after such Swingline Loan is made; provided, that on each date that a Revolving Borrowing is made, the Company shall repay all Swingline Loans then outstanding. The Company shall repay Term Loans on each date set forth below in the aggregate principal amount set forth opposite such date (as adjusted from time to time pursuant to Section 2.11) and in the currency of such Term Loan: To the extent not previously repaid, all unpaid Term Loans shall be paid in full by the Administrative AgentCompany on the Maturity Date. (b) On each Business Day during a Dominion Trigger Period, the Administrative Agent shall apply an amount equal to the ledger balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent) first, to prepay any Protective Advances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitments) and if an Event of Default has occurred and is continuing, deposit in the LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall Amount. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers Company to such Lender resulting from each Loan made to the Company by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (dc) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class, Agreed Currency and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers Company to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (ed) The entries made in the accounts maintained pursuant to paragraph (cb) or (dc) of this Section shall be prima facie evidence of the existence and amounts of the obligations Obligations recorded therein; provided provided, that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers Company to repay the Loans in accordance with the terms of this Agreement. (fe) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers Company shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Haemonetics Corp)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers hereby unconditionally promise Term Loans shall amortize quarterly, commencing on March 31, 2007, and on each June 30, September 30, December 31 and March 31 thereafter, in installments of principal equal to pay (i) 0.25% of the original aggregate principal amount of the Term Loans per installment. The final installment of principal shall be in an amount equal to the remaining principal balance of the Term Loans and shall be due and payable on the Maturity Date. Each such installment shall be payable to the Administrative Agent for the account of each Lender the then applicable Lender. Payments or prepayments of the Term Loans may not be reborrowed. All unpaid principal amount of each Revolving Loan Obligations shall be paid in full in cash by the Borrowers on the Maturity Date and (ii) to the Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative AgentDate. (b) On each Business Day during a Dominion Trigger Period, the Administrative Agent shall apply an amount equal to the ledger balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent) first, to prepay any Protective Advances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitments) and if an Event of Default has occurred and is continuing, deposit in the LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall Amount. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (dc) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder hereunder, and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. In the event of a conflict between the records of the Administration Agent and any Lender, the records of the Administration Agent will be presumed to be correct absent manifest error. (ed) The entries made in the accounts maintained pursuant to paragraph Section 2.08(b) or (c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this AgreementAgreement or affect the amount of such Loans. (fe) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns) except to the extent that any such Lender subsequently returns any such promissory note for cancellation and requests that such Loans once again be evidenced as described in Section 2.08(b) and (c).

Appears in 1 contract

Samples: First Lien Term Loan Credit Agreement (Talecris Biotherapeutics Holdings Corp.)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers hereby unconditionally promise to pay (i) to the Administrative Agent for the account of each Revolving Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date and Date, (ii) to the Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative Agent, and (iii) to the Administrative Agent the then unpaid principal amount of each Overadvance on the earlier of the Maturity Date and demand by the Administrative Agent. (b) On At all during the Cash Dominion Period, on each Business Day during a Dominion Trigger PeriodDay, the Administrative Agent shall apply an amount equal all funds credited to the ledger balance in the Collection Deposit Collateral Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent, whether or not immediately available) first, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, second to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitmentsincluding Swingline Loans) and if an Event of Default has occurred and is continuing, deposit in the to cash collateralize outstanding LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall AmountExposure. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness Indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (d) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (e) The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this Agreement. (f) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative AgentAgent and the Borrowers. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns)form.

Appears in 1 contract

Samples: Credit Agreement (Gogo Inc.)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers hereby unconditionally promise to pay (i) to the Administrative Agent for the account of each Revolving Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date and Date, (ii) to the Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative Agent, and (iii) to the Administrative Agent the then unpaid principal amount of each Overadvance on the earlier of the Maturity Date and the 30th day after such Overadvance is made. (ba) On each Business Day during a Dominion Trigger PeriodDay, the Administrative Agent shall apply an amount equal all funds credited to the ledger balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent) first, whether or not immediately available), first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, second to prepay the Revolving Loans (without a corresponding reduction including Swingline Loans) and, in the Revolving Commitments) and if an Event Administrative Agent’s Permitted Discretion, to cash collateralize outstanding LC Exposure. Notwithstanding the foregoing, to the extent any funds credited to the Collection Account constitute Net Proceeds, the application of Default has occurred and is continuing, deposit in the LC Collateral Account cash in an amount equal such Net Proceeds shall be subject to 105% of the Letter of Credit Shortfall AmountSection 2.11(c). (cb) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness Indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (dc) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (ed) The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this Agreement. (fe) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns)form.

Appears in 1 contract

Samples: Credit Agreement (CSS Industries Inc)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers Borrower hereby unconditionally promise promises to pay (i) repay the Initial Term Loans to the Administrative Agent for the account of each Initial Term Lender (i) commencing on December 30, 2016, and on the then unpaid last Business Day of each March, June, September and December of each calendar year thereafter, in an annual amount (divided equally among all four fiscal quarters) equal to 1.00% of the initial principal amount of each Revolving Loan on the Maturity Date Initial Term Loans, as such payments may be reduced from time to time as a result of the application of prepayments in accordance with Section 2.11 or repurchases in accordance with a Dutch Auction or increased as a result of any increase in the amount of such Initial Term Loans pursuant to Section 2.23(a)), and (ii) on the Initial Term Loan Maturity Date, in an amount equal to the Administrative Agent remainder of the then unpaid principal amount of the Initial Term Loans outstanding on such date, together in each Protective Advance case with accrued and unpaid interest on the earlier principal amount to be paid to but excluding the date of the Maturity Date and demand by the Administrative Agentsuch payment. (b) On each Business Day during a Dominion Trigger Period, The Borrower shall repay the Administrative Agent Additional Term Loans of any Class in such scheduled amortization installments and on such date or dates as shall apply an amount equal to the ledger balance be specified therefor in the Collection Deposit Account on applicable Refinancing Amendment, Incremental Facility Agreement or Extension Amendment (as such Business Day or the immediately preceding Business Day (at the discretion payments may be reduced from time to time as a result of the Administrative Agent) first, to prepay any Protective Advances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, to prepay the Revolving Loans (without application of prepayments in accordance with Section 2.11 or repurchases in accordance with a corresponding reduction in the Revolving Commitments) and if an Event of Default has occurred and is continuing, deposit in the LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall AmountDutch Auction. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness Indebtedness of the Borrowers Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (d) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (e) The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this Agreement.42 (f) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns)form.

Appears in 1 contract

Samples: Term Loan Credit Agreement (Global Brass & Copper Holdings, Inc.)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers hereby unconditionally promise Company shall repay to pay the Administrative Agent: (i) to the Administrative Agent for the ratable account of each Lender the then unpaid Tranche 1 Lenders (which repayments shall be adjusted from time to time pursuant to Section 2.11) (A) a principal amount in respect of the Tranche 1 Loans equal to (x) the outstanding principal amount of each Revolving Loan the Tranche 1 Loans on the Closing Date multiplied by (y)(I) for each of the first eight fiscal quarters commencing at the end of the first full fiscal quarter ending after the Closing Date, 1.25% and (II) for each fiscal quarter thereafter, 1.875%, with all accrued amounts under this clause (i)(A) to be paid on the last Business Day of each December occurring during the term of this Agreement and prior to the Tranche 1 Maturity Date Date, and (B) on the Tranche 1 Maturity Date, the aggregate principal amount of the Tranche 1 Loans outstanding on such date; and (ii) for the ratable account of the Tranche 2 Lenders (which repayments shall be adjusted from time to time pursuant to Section 2.11) (A) a principal amount in respect of the Tranche 2 Loans equal to (x) the outstanding principal amount of the Tranche 2 Loans on the Closing Date multiplied by (y) (I) for each of the first eight fiscal quarters commencing at the end of the first full fiscal quarter ending after the Closing Date, 1.25%, (II) for each of the next eight fiscal quarters, 1.875% and (III) for each fiscal quarter thereafter, 2.50%, with all accrued amounts under this clause (ii)(A) to be paid on the last Business Day of each December occurring during the term of this Agreement and prior to the Administrative Agent Tranche 2 Maturity Date, and (B) on the then unpaid Tranche 2 Maturity Date, the aggregate principal amount of each Protective Advance Tranche 2 Loans outstanding on the earlier of the Maturity Date and demand by the Administrative Agentsuch date. (b) On each Business Day during a Dominion Trigger Period, the Administrative Agent shall apply an amount equal to the ledger balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent) first, to prepay any Protective Advances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitments) and if an Event of Default has occurred and is continuing, deposit in the LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall Amount. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers Company to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (dc) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Tranche and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers Company to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (ed) The entries made in the accounts maintained pursuant to paragraph (cb) or (dc) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers Company to repay the Loans in accordance with the terms of this Agreement. (fe) Any Lender may request that Loans made by it to the Company be evidenced by a promissory note. In such event, the Borrowers Company shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form reasonably approved by the Administrative AgentAgent and the Company. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns)form.

Appears in 1 contract

Samples: Term Loan Credit Agreement (Fiserv Inc)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers hereby unconditionally promise to pay shall repay the Loans (i) to the Administrative Agent for the account of on each Lender the then unpaid principal amount of each Revolving Loan on the Maturity Quarterly Settlement Date and (ii) to the Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative Agent. (b) On each Business Day during a Dominion Trigger Period, the Administrative Agent shall apply in an amount equal to the ledger Amortization Payment Amount and (ii) on the Maturity Date, any outstanding principal balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent) first, to prepay any Protective Advances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitments) and if an Event of Default has occurred and is continuing, deposit in the LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall Amount. (ca) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to such Lender resulting from each the Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (db) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan the Loans made hereunder, the Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (ec) The entries made in the accounts maintained pursuant to paragraph (cb) or (dc) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this AgreementObligations. (fd) Any Lender may request that Loans the Loan made by it be evidenced by a promissory noteNote. In such event, the Borrowers each Borrower shall prepare, execute and deliver to such Lender a promissory note Note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent). Thereafter, the Loans Loan evidenced by such promissory note Note and interest thereon shall at all times (including after assignment pursuant to Section 9.049.03) be represented by one or more promissory notes Note in such form payable to the order of the payee named therein (or, if such promissory note Note is a in registered noteform, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (PLBY Group, Inc.)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers Borrower hereby unconditionally promise promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan on the Revolver Maturity Date and Date, (ii) to the Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Revolver Maturity Date and demand by the Administrative Agent, and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Revolver Maturity Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is made, the Borrower shall repay all Swingline Loans then outstanding. The Borrower shall repay the Term Loans on the first Business Day of the month starting June 1, 2011, in (x) the aggregate principal amount of $36,000.00 as to each such payment in regard to Term Loan 1 (the “Term Loan 1 Payment Amount”) and (y) the aggregate principal amount of $85,714.29 as to each such payment in regard to Term Loan 2 (the “Term Loan 2 Payment Amount”), provided that the Lenders may, in their discretion, after receipt, review and acceptance of post-closing appraisals, reduce the Term Loan 2 Payment Amount to no less than $60,000.00. To the extent not previously paid, the unpaid amount of Term Loan 1 shall be paid in full in cash on the Term Loan 1 Maturity Date and the amount of Term Loan 2 shall be paid in full in cash on the Term Loan 2 Maturity Date. (b) On each Business Day during a Dominion Trigger Period, the Administrative Agent shall apply an amount equal to the ledger balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent) first, to prepay any Protective Advances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitments) and if an Event of Default has occurred and is continuing, deposit in the LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall Amount. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (dc) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (ed) The entries made in the accounts maintained pursuant to paragraph (cb) or (dc) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers Borrower to repay the Loans in accordance with the terms of this Agreement. (fe) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Orchids Paper Products CO /DE)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers Borrower hereby unconditionally promise promises to pay (i) to the Administrative Agent for the account of each Revolving Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date and (ii) to in the Administrative Agent the then unpaid amount currency of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative Agentsuch Revolving Loan. (b) On each Business Day during a Dominion Trigger Period, the Administrative Agent shall apply an amount equal to the ledger balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent) first, to prepay any Protective Advances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitments) and if an Event of Default has occurred and is continuing, deposit in the LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall Amount[Reserved]. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (d) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class, Agreed Currency and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (e) [Reserved]. (f) The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this AgreementObligations. (fg) Any Lender may request that Loans made by it be evidenced by a promissory note. In If such eventLoan is a Revolving Loan, the Borrowers Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a the form approved by the Administrative Agent. attached hereto as Exhibit I. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: 364 Day Credit Agreement (Arcosa, Inc.)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers Borrower hereby unconditionally promise promises to pay (i) to the Administrative Agent for the account of each Revolving Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date in the currency of such Loan and (ii) to the Administrative Agent Swingline Lender the then unpaid principal amount of each Protective Advance Swingline Loan on the earlier of the Maturity Date and demand the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two (2) Business Days after such Swingline Loan is made; provided that on each date that a Revolving Borrowing is made, the Borrower shall repay all Swingline Loans then outstanding. The Borrower shall repay Term Loans on each date set forth below in the aggregate principal amount set forth opposite such date (as adjusted from time to time pursuant to Section 2.11(a)): To the extent not previously repaid, all unpaid Term Loans shall be paid in full in Dollars by the Administrative AgentBorrower on the Maturity Date. (b) On each Business Day during a Dominion Trigger Period, the Administrative Agent shall apply an amount equal to the ledger balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent) first, to prepay any Protective Advances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitments) and if an Event of Default has occurred and is continuing, deposit in the LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall Amount. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (dc) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class, Agreed Currency and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (ed) The entries made in the accounts maintained pursuant to paragraph (cb) or (dc) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers Borrower to repay the Loans in accordance with the terms of this Agreement. (fe) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a the form approved by the Administrative Agentattached hereto as Exhibit I-1 or I-2, as applicable. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Hill-Rom Holdings, Inc.)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers hereby unconditionally promise to pay (i) to the Administrative Agent for the account of each Revolving Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date and Date, (ii) to the Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative Agent, and (iii) to the Administrative Agent the then unpaid principal amount of each Overadvance on the earlier of the Maturity Date and the 30th day after such Overadvance is made. (b) On each Business Day during a Dominion Trigger PeriodDay, the Administrative Agent shall apply an amount equal all funds credited to the ledger balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent) first, whether or not immediately available), first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, second to prepay the Revolving Loans (without a corresponding reduction including Swingline Loans) and, in the Revolving Commitments) and if an Event Administrative Agent’s Permitted Discretion, to cash collateralize outstanding LC Exposure. Notwithstanding the foregoing, to the extent any funds credited to the Collection Account constitute Net Proceeds, the application of Default has occurred and is continuing, deposit in the LC Collateral Account cash in an amount equal such Net Proceeds shall be subject to 105% of the Letter of Credit Shortfall AmountSection 2.11(c). (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness Indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (d) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (e) The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this Agreement. (f) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns)form.

Appears in 1 contract

Samples: Credit Agreement (CSS Industries Inc)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers Borrower hereby unconditionally promise promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date. Commencing on December 31, 2017, the Borrower shall repay Term Loans on the last day of each March, June, September and December in an aggregate principal amount equal to the sum of (i) 2.5% of the aggregate principal amount of the initial Term Loans made on the Effective Date and plus (ii) from and after the Second Draw, 2.5% of the aggregate principal amount of the Term Loans drawn pursuant to the Administrative Agent Second Draw (such aggregate amount, as adjusted from time to time pursuant to Section 2.11(a) and Section 2.11(d)). To the then extent not previously repaid, all unpaid amount of each Protective Advance Term Loans shall be paid in full in Dollars by the Borrower on the earlier of the Maturity Date and demand by the Administrative AgentDate. (b) On each Business Day during a Dominion Trigger Period, the Administrative Agent shall apply an amount equal to the ledger balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent) first, to prepay any Protective Advances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitments) and if an Event of Default has occurred and is continuing, deposit in the LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall Amount. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (dc) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (ed) The entries made in the accounts maintained pursuant to paragraph (cb) or (dc) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this AgreementObligations. (fe) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns)form.

Appears in 1 contract

Samples: Credit Agreement (Eagle Pharmaceuticals, Inc.)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers hereby unconditionally promise to pay (i) to the Administrative Agent for the account of each Revolving Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date and Date, (ii) to the Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and written demand by the Administrative Agent, and (iii) to the Administrative Agent the then unpaid principal amount of each Overadvance on the earlier of the Maturity Date and written demand by the Administrative Agent. (b) On At all times that full cash dominion is in effect pursuant to Section 4.04(b) of the Guarantee and Collateral Agreement, on each Business Day during a Dominion Trigger PeriodDay, the Administrative Agent shall apply an amount equal all funds credited to each Controlled Account, the ledger balance in Exclusive Control Account and the Collection Deposit Qualified Cash Equivalents Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent, whether or not immediately available) first, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, second to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitments) and if an Event of Default has occurred and is continuing, deposit in the to cash collateralize outstanding LC Collateral Account cash Exposure in an amount equal to 105103% of the Letter of Credit Shortfall Amountoutstanding LC Exposure; provided that when such cash dominion is no longer in effect, all such cash collateral shall be released. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness Debt of the Borrowers to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender Xxxxxx from time to time hereunder. (d) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each LenderXxxxxx’s share thereof. (e) The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this Agreement. (f) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns). (g) If the Administrative Agent notifies the Borrower at any time that the aggregate amount of all Loans and the Dollar Equivalent of all LC Obligations at such time exceeds an amount equal to 100% of the Line Cap then in effect, then, upon receipt of such notice (or, if such excess amount is solely as a result of the fluctuation of foreign currency rates, one Business Day after receipt of such notice), the Borrowers shall prepay Loans and/or cash collateralize Letters of Credit in accordance with Section 2.06(j), in an aggregate amount sufficient to reduce such amount as of such date of payment to an amount not to exceed 100% of the Line Cap then in effect.

Appears in 1 contract

Samples: Credit Agreement (Rivian Automotive, Inc. / DE)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers hereby jointly and severally unconditionally promise to pay pay: (i) to the Administrative Agent for the account of each Revolving Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date Revolving Termination Date, (ii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the earliest of (x) the Revolving Termination Date, (y) the date five (5) Business Days after demand by the Swingline Lender in its reasonable discretion if no Event of Default exists and (iiz) the demand by the Swingline Lender in its discretion if an Event of Default exists, (iii) to the Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Revolving Termination Date and demand by the Administrative Agent to the Administrative Agent, and (iv) the then unpaid principal amount of each Overadvance on the earlier of the Revolving Termination Date and demand by the Administrative Agent. (b) On At all times during any Cash Dominion Period, on each Business Day during a Dominion Trigger PeriodDay, the Administrative Agent shall apply an amount equal all funds credited to the ledger balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent, whether or not immediately available) first, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, second to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitmentsincluding Swingline Loans) and if an Event to cash collateralize outstanding LC Exposure. Notwithstanding the foregoing, to the extent any funds credited to the Collection Account constitute Net Cash Proceeds in respect of Default has occurred and is continuingany Prepayment Event, deposit in the LC Collateral Account cash in an amount equal application of such Net Cash Proceeds shall be subject to 105% of the Letter of Credit Shortfall AmountSection 2.10(e). (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (d) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (e) The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded thereintherein absent manifest error; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this Agreement. (f) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered permitted assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Abl First Lien Credit Agreement (B. Riley Principal Merger Corp.)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers hereby unconditionally promise to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan and all other Obligations on the Maturity Date and Date, (ii) to the Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative Agent, and (iii) to the Administrative Agent the then unpaid principal amount of each Overadvance on the earliest of the Maturity Date, the 30th day after such Overadvance is made, or demand by the Administrative Agent. (b) On At all times that full cash dominion is in effect pursuant to Section 7.3 of the Security Agreement, on each Business Day during a Dominion Trigger PeriodDay, the Administrative Agent shall apply an amount equal all immediately available funds credited to the ledger balance in Collection Account the Collection Deposit Account on such previous Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent) first, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, second to prepay the Revolving Loans (including Swing Line Loans) (without a corresponding reduction in of the Revolving Commitments) and if an Event of Default has occurred and is continuing, deposit in the to cash collateralize outstanding LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall AmountExposure. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (d) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s 's share thereof. (e) The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be (absent manifest error) prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this Agreement. (f) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Visteon Corp)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers Borrower hereby unconditionally promise promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date and (ii) to the Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative AgentDate. (b) On each Business Day during a Dominion Trigger Period, the Administrative Agent shall apply an amount equal to the ledger balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent) first, to prepay any Protective Advances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitments) and if an Event of Default has occurred and is continuing, deposit in the LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall Amount. (c) Each The Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness Indebtedness of the Borrowers Borrower to such the Lender resulting from each Loan made by such the Lender, including the amounts of principal and interest payable and paid to such the Lender from time to time hereunder. (dc) The Administrative Agent Lender shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Type thereof and the Interest Period applicable thereto, if any, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers Borrower to each the Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereofLender hereunder. (ed) The entries made in the accounts maintained pursuant to paragraph (cb) or (dc) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any the Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers Borrower to repay the Loans in accordance with the terms of this Agreement. (fe) Any The Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers Borrower shall prepare, execute and deliver to such the Lender a promissory note payable to the order of such Lender (or, if requested by such the Lender, to such the Lender and its registered assigns) and in a form approved by the Administrative AgentLender. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.048.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns)form.

Appears in 1 contract

Samples: Credit Agreement (SJW Group)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers hereby unconditionally promise to pay Borrower shall repay the Tranche B Term Loans as follows: (i) to on the Administrative Agent for the account last day of each Lender March, June, September and December, commencing on June 30, 2018, an aggregate principal amount equal to 0.25% multiplied by the then unpaid aggregate principal amount of each Revolving Loan all Tranche B Term Loans outstanding on the Effective Date (which payments shall be adjusted from time to time pursuant to Section 2.12(a) and Section 2.12(f)). (ii) on the Maturity Date and (ii) applicable to the Administrative Agent Tranche B Term Loans, the then unpaid aggregate principal amount of each Protective Advance all Tranche B Term Loans outstanding on such date. The Borrower shall repay Incremental Term Loans and Refinancing Term Loans in such amounts and on such date or dates as shall be specified therefor in the earlier of the Maturity Date and demand by the Administrative AgentIncremental Amendment or Refinancing Amendment, as applicable, establishing such Term Loans (as such amount shall be adjusted pursuant to Section 2.12(a) or 2.12(e) or pursuant to such Incremental Amendment or Refinancing Amendment, as applicable). (b) On each Business Day during a Dominion Trigger Period, the Administrative Agent shall apply an amount equal to the ledger balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent) first, to prepay any Protective Advances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitments) and if an Event of Default has occurred and is continuing, deposit in the LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall Amount. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (dc) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (ed) The entries made in the accounts maintained pursuant to paragraph (cb) or (dc) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this AgreementSecured Obligations. (fe) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such any promissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Loan Agreement (Lifetime Brands, Inc)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers Borrower hereby unconditionally promise promises to pay (i) to the Administrative Agent for the account of each Revolving Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date Date, and (ii) to the Administrative Agent for the account of the Swingline Lenders the then unpaid principal amount of each Protective Advance Swingline Loan on the earlier of the Maturity Date and demand the fifth Business Days after such Swingline Loan is made; provided that on each date that a Revolving Borrowing is made, the Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such Borrowing shall be applied by the Administrative AgentAgent to repay any Swingline Loans outstanding. (b) On each Business Day during a Dominion Trigger Commencing on the earlier of (i) the last day of the first full calendar quarter ending after the termination of all the Term Loan Commitments and (ii) the expiration of the Term Loan Availability Period, the Borrower hereby unconditionally promises to pay in Dollars to the Administrative Agent shall apply for the account of each Term Lender on the last day of each calendar quarter (each, an “Amortization Payment Date”) an amount equal to the ledger balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion product of the Administrative Agent) first, to prepay any Protective Advances that may be outstanding, pro rata; second, to prepay original aggregate principal amount of all Term Loans funded hereunder multiplied by the Swingline Loans; and third, pro rata, to prepay the Revolving Loans Term Loan Amortization Rate applicable for such Amortization Payment Date if such Amortization Payment Date is applicable (without a corresponding reduction in the Revolving Commitments) and if an Event of Default has occurred and is continuing, deposit in the LC Collateral Account cash in an amount equal to 105% of the Letter of Credit Shortfall Amount. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender as adjusted from time to time hereunder. (d) The Administrative Agent pursuant to Section 2.18(b)); provided that, if any date set forth below is not a Business Day, then payment shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest be due and payable or to become due and payable from on the Borrowers to each Lender hereunder and (iii) Business Day immediately preceding such date. To the amount of any sum received extent not previously paid, all unpaid Term Loans shall be paid in full in cash in dollars by the Administrative Agent hereunder for Borrower on the account of Maturity Date. As used herein, “Term Loan Amortization Rate” means, with respect to any Amortization Payment Date, the Lenders and each Lender’s share thereof. (e) The entries made percentage set forth in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain table below opposite such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this Agreement. (f) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).Amortization Payment Date:

Appears in 1 contract

Samples: Credit Agreement (Paycom Software, Inc.)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers hereby unconditionally promise to pay (i) to the Administrative Agent for the account of each Revolving Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date and Date, (ii) to the Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative Agent, (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Maturity Date and the fifth Business Day after such Swingline Loan is made; provided that on each date that a Revolving Loan is made, the Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such Revolving Loan shall be applied by the Administrative Agent to repay any Swingline Loans outstanding, and (iv) to the Administrative Agent the then unpaid principal amount of each Overadvance on the earlier of the Maturity Date and the demand by the Administrative Agent. (b) On each Business Day during a Dominion Trigger Period, the Administrative Agent shall apply an amount equal all funds credited to the ledger balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent, whether or not immediately available) first, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro NAI-1500544456v14 53 rata, and second to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitmentsincluding Swingline Loans) and if an Event to cash collateralize outstanding LC Exposure. Notwithstanding the foregoing, to the extent any funds credited to the Collection Account constitute Net Proceeds in respect of Default has occurred and is continuingany Prepayment Event, deposit in the LC Collateral Account cash in an amount equal application of such Net Proceeds shall be subject to 105% of the Letter of Credit Shortfall AmountSection 2.11(c). (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness Indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (d) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (e) The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this Agreement. (f) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Opko Health, Inc.)

Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers Borrower hereby unconditionally promise promises to pay (i) to the Administrative Agent for the account of each Revolving Lender the then unpaid principal amount of each Revolving Loan on the Revolving Credit Maturity Date Date, and (ii) to the Administrative Agent Swingline Lender the then unpaid principal amount of each Protective Advance Swingline Loan on the earlier of the Revolving Credit Maturity Date and demand by the Administrative Agentfirst date after such Swingline Loan is made that is the 10th day (or if such day is not a Business Day, the next succeeding Business Day) of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Borrowing is made, the Borrower shall repay all Swingline Loans that were outstanding on the date such Borrowing was requested. (b) On each Business Day during a Dominion Trigger Period, The Borrower hereby unconditionally promises to pay to the Administrative Agent shall apply for the ratable account of each Term Lender (i) on the last Business Day of each March, June, September and December, (1) commencing with the first full fiscal quarter after the Effective Date until the First Amendment Effective Date, an amount equal to the ledger balance in the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion 0.25% of the Administrative Agentaggregate principal amount of the Term Loans advanced on the Effective Date and (2) firstcommencing with the first fiscal quarter ended after the First Amendment Effective Date, to prepay any Protective Advances that may be outstanding, pro rata; second, to prepay the Swingline Loans; and third, pro rata, to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitments) and if an Event of Default has occurred and is continuing, deposit in the LC Collateral Account cash in an amount equal to 1050.25% of the Letter sum of Credit Shortfall Amount(A) the aggregate principal amount of the Term Loans advanced on the Effective Date plus (B) the aggregate principal amount of the New Term Loans advanced on the First Amendment Effective Date (as adjusted from time to time pursuant to Section 2.18(b)), which payments shall be reduced as a result of the application of prepayments in accordance with Section 2.11(f) solely to the extent of any such amounts applied to the prepayment of the Term Loans) and (ii) on the Term Maturity Date, the aggregate principal amount of all Term Loans outstanding on such date; provided that the amount of any such payment set forth above shall be adjusted to account for the addition of any Extended Loans or Incremental Term Loans to contemplate (A) the reduction in the aggregate principal amount of any Term Loans that were converted in connection with the incurrence of such Extended Loans, and (B) any increase to payments to the extent and as required pursuant to the terms of any applicable Incremental Facility Agreement involving a Term Loan Increase to the Term Loans. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (d) The Administrative Agent shall maintain accounts in accordance with its usual practices in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, if any, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (ed) The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers Borrower to repay the Loans in accordance with the terms of this Agreement. (fe) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Planet Fitness, Inc.)

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