Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Revolving Credit Lender or Tranche B Term Loan Lender, as the case may be, (i) the then unpaid principal amount of each Revolving Credit Loan of such Revolving Credit Lender on the Revolving Credit Termination Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8) and (ii) the principal amount of each Tranche B Term Loan of such Tranche B Term Loan Lender in installments according to the amortization schedule set forth in Section 2.3 (or on such earlier date on which the Loans become due and payable pursuant to Section 8). The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.14. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement. (c) The Administrative Agent, on behalf of the Borrower, shall maintain the Register pursuant to Section 10.6(d), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Loan made hereunder and any Note evidencing such Loan, the Type of such Loan and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender's share thereof. (d) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.7(b) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement. (e) The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will promptly execute and deliver to such Lender a promissory note of the Borrower evidencing any Tranche B Term Loans or Revolving Credit Loans, as the case may be, of such Lender, substantially in the forms of Exhibit F-1 or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note", respectively), with appropriate insertions as to date and principal amount; provided, that delivery of Notes shall not be a condition precedent to the occurrence of the Closing Date or the making of the Loans on the Closing Date.
Appears in 2 contracts
Samples: Credit Agreement (Perkinelmer Inc), Credit Agreement (Perkinelmer Inc)
Repayment of Loans; Evidence of Debt. (ai) The Borrower hereby unconditionally promises to repay the outstanding principal amount of the Initial Term Loans to the Administrative Agent for the account of each Term Lender (A) commencing December 31, 2019, on the last Business Day of each Fiscal Quarter prior to the Initial Loan Maturity Date (each such date being referred to as a “Loan Installment Date”), in each case in an amount equal to 0.25% of the original principal amount of the Initial Term Loans outstanding on the Closing Date (as such payments may be reduced from time to time as a result of the application of prepayments in accordance with Section 2.11 and repurchases and assignments in accordance with Section 9.05(g) or increased in connection with the incurrence of Incremental Term Loans), and (B) on the Initial Loan Maturity Date, in an amount equal to the remainder of the principal amount of such Initial Term Loans outstanding on such date, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment.
(ii) The Borrower hereby unconditionally promises to repay the outstanding principal amount of each Borrowing of Initial Delayed Draw Term Loans to the Administrative Agent for the account of each Initial Delayed Draw Term Lender (A) commencing with the first Loan Installment Date after such Borrowing, in each case in an amount equal to the applicable Initial Delayed Draw Term Loan Amortization Percentage of the original principal amount of such Borrowing of Initial Delayed Draw 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 and repurchases in accordance with Section 9.05(g) or increased as a result of any increase in the amount of such Initial Delayed Draw Term Loans pursuant to Section 2.22(a)), and (B) on the Initial Loan Maturity Date, in an amount equal to the remainder of the principal amount of the Initial Delayed Draw Term Loans outstanding on such date, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment.
(iii) The Borrower shall repay the Additional Term Loans of any Class in such scheduled amortization installments and on such date or dates as shall be specified therefor in the applicable Refinancing Amendment, Incremental Facility Amendment or Extension Amendment (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 Section 9.05(g) or increased as a result of any increase in the amount of such Additional Term Loans of such Class pursuant to Section 2.22(a)).
(b) The Borrower hereby unconditionally promises to pay in Dollars (A) to the Administrative Agent for the account of each Initial Revolving Lender, the appropriate then-unpaid principal amount of the Initial Revolving Loans of such Lender on the Initial Revolving Credit Lender or Tranche B Term Loan Maturity Date and (B) to the Administrative Agent for the account of each Additional Revolving Lender, as the case may be, (i) the then then-unpaid principal amount of each Additional Revolving Credit Loan of such Additional Revolving Credit Lender on the Maturity Date applicable thereto.
(i) On the Maturity Date applicable to the Revolving Credit Termination Date Commitments of any Class, the Borrower shall (A) cancel and return outstanding Letters of Credit (or alternatively, with respect to each outstanding Letter of Credit, provide Letter of Credit Support (minus any amount then on such earlier date on which deposit in any Cash collateral account established for the Loans become due and payable pursuant to Section 8) and (iibenefit of the relevant Issuing Bank)) the principal amount of each Tranche B Term Loan as of such Tranche B Term Loan Lender date, in installments according each case to the amortization schedule set forth in Section 2.3 (or on such earlier date on which extent necessary so that, after giving effect thereto, the Loans become due and payable pursuant to Section 8). The Borrower hereby further agrees to pay interest on the unpaid principal aggregate amount of the Loans from time Revolving Credit Exposure attributable to time outstanding from the date hereof until Revolving Credit Commitments of any other Class shall not exceed the Revolving Credit Commitments of such other Class then in effect, (B) [reserved] and (C) make payment in full thereof at of all accrued and unpaid fees and all reimbursable expenses and other Obligations with respect to the rates per annumRevolving Facility of the applicable Class then due, together with accrued and on the dates, set forth in Section 2.14unpaid interest (if any) thereon.
(bc) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan of made by such Lender from time to timeLender, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreementhereunder.
(cd) The Administrative Agent, on behalf of the Borrower, Agent shall maintain the Register pursuant to Section 10.6(d), and a subaccount therein for each Lender, accounts in which it shall be recorded record (i) the amount of each Loan made hereunder and any Note evidencing such Loanhereunder, the Class, Type of such Loan and each currency thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from for the Borrower account of the Lenders or the Issuing Banks and each Lender's ’s or Issuing Bank’s share thereof.
(de) The entries made in the Register and the accounts of each Lender maintained pursuant to paragraphs (c) or (d) of this Section 2.7(b) shall, to the extent permitted by applicable law, shall be prima facie evidence of the existence and amounts of the obligations of the Borrower recorded therein recorded(absent manifest error); provided, however, provided that the failure of any Lender or the Administrative Agent to maintain the Register such accounts or any such account, or any manifest error therein, therein shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement; provided, further, that in the event of any inconsistency between the accounts maintained by the Administrative Agent pursuant to paragraph (d) of this Section and any Lender’s records, the accounts of the Administrative Agent shall govern; provided, further, that in the event of any inconsistency between the Register and any other accounts maintained by the Administrative Agent, the Register shall govern absent manifest error.
(ef) The Borrower agrees that, upon the Any Lender may request to the Administrative Agent that any Loan made by any Lenderit be evidenced by a Promissory Note. In such event, the Borrower will promptly shall prepare, execute and deliver a Promissory Note to such Lender a promissory note of payable to such Lender and its registered permitted assigns; it being understood and agreed that such Lender (and/or its applicable permitted assign) shall be required to return such Promissory Note to the Borrower evidencing any Tranche B Term Loans or Revolving Credit Loans, as the case may be, of such Lender, substantially in the forms of Exhibit F-1 or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note", respectively), accordance with appropriate insertions as to date Section 9.05(b)(iii) and principal amount; provided, that delivery of Notes shall not be a condition precedent to upon the occurrence of the Closing Termination Date (or as promptly thereafter as practicable). If any Lender loses the making original copy of its Promissory Note, it shall execute an affidavit of loss containing an indemnification provision that is reasonably satisfactory to the Loans on Borrower. The obligation of each Lender to execute and deliver an affidavit of loss containing an indemnification provision that is reasonably satisfactory to the Closing Borrower shall survive the Termination Date.
Appears in 2 contracts
Samples: Credit Agreement (Definitive Healthcare Corp.), Credit Agreement (Definitive Healthcare Corp.)
Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Revolving Credit each Lender or Tranche B Term Loan Lender, as the case may be, (i) the then unpaid principal amount of each Revolving Credit Loan of such Revolving Credit Lender on the Revolving Credit Termination Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8) and (ii) the principal amount of each Tranche B Term Loan of such Tranche B Term Loan Lender in installments according to the amortization schedule set forth in Section 2.3 (or on such earlier date on which the Loans become due and payable pursuant to Section 8). The Borrower hereby further agrees to pay the principal amount of the Term Loans as set forth in Section 3.2(d) and as applicable, Section 3.2(e), and interest on the unpaid principal amount of the Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.143.5.
(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.
(c) The Administrative Agent, on behalf of the Borrower, Agent shall maintain the Register pursuant to Section 10.6(d), and a subaccount therein for each Lender, in which shall be recorded (i) the amount and Type of each Loan made hereunder and any Note evidencing such Loan, the Type of such Loan and each Interest Period applicable theretofor each Eurodollar Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender's ’s share thereof.
(d) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.7(b2.6(b) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, provided that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement.
(e) The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will promptly execute sign and deliver to such Lender a promissory note of the Borrower evidencing any Tranche B Term the Loans or Revolving Credit Loans, as the case may be, of such Lender, substantially in the forms form of Exhibit F-1 or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note", respectively), A with appropriate insertions as to date and principal amount; provided, that delivery of Notes shall not be amount (a condition precedent to the occurrence of the Closing Date or the making of the Loans on the Closing Date“Note”).
Appears in 2 contracts
Samples: Credit Agreement (Affiliated Managers Group Inc), Credit Agreement (Affiliated Managers Group Inc)
Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Revolving Credit Lender, Term Loan Lender or Tranche B Term Loan the Swing Line Lender, as the case may be, (i) the then unpaid principal amount of each Revolving Credit Loan of such Revolving Credit Lender on the Revolving Credit Termination Date (or such earlier date on which the Loans become due and payable pursuant to Section 8), (ii) the then unpaid principal amount of each Swing Line Loan of such Swing Line Lender on the Revolving Credit Termination Date (or such earlier date on which the Loans become due and payable pursuant to Section 8) and (iiiii) the principal amount of each Tranche B the Term Loan of such Tranche B Term Loan Lender in installments according to the amortization schedule set forth in Section 2.3 (or on such earlier date on which the Loans become due and payable pursuant to Section 8). The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.142.15.
(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.
(c) The Administrative Agent, on behalf of the Borrower, shall maintain the Register pursuant to Section 10.6(d), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Loan made hereunder and any Note evidencing such Loan, the Type of such Loan thereof and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender's share thereof.
(d) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.7(b2.8(b) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recordedrecorded (absent manifest error); provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the such Borrower by such Lender in accordance with the terms of this Agreement.
(e) The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will promptly execute and deliver to such Lender a promissory note of the Borrower evidencing any Tranche B the Term Loan, Revolving Credit Loans or Revolving Credit Swing Line Loans, as the case may be, of such Lender, substantially in the forms of Exhibit F-1 G-1, G-2 or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note"G-3, respectively), with appropriate insertions as to date and principal amount; provided, that delivery of Notes shall not be a condition precedent to the occurrence of the Closing Date or the making of the Loans on the Closing Date.
Appears in 2 contracts
Samples: Credit Agreement (Alliance Laundry Corp), Credit Agreement (Alliance Laundry Corp)
Repayment of Loans; Evidence of Debt. (a) The Term Loans shall be payable in a single installment on the Maturity Date.
(b) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Term Lender the appropriate Revolving Credit Lender or Tranche B then unpaid principal amount of each Term Loan Lender, as of such Lender made to the case may beBorrower on the Maturity Date, (iii) to the Administrative Agent for the account of each Revolving Lender the then unpaid principal amount of each Revolving Credit Loan of such Revolving Credit Lender made to the Borrower on the Revolving Credit Termination Maturity Date and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan in accordance with Section 2.6(b), or in each case, on such earlier date on which the Loans become due and payable pursuant to Section 8) and (ii) the principal amount of each Tranche B Term Loan of such Tranche B Term Loan Lender in installments according to the amortization schedule set forth in Section 2.3 (or on such earlier date on which the Loans become due and payable pursuant to Section 8)7. The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans made to the Borrower from time to time outstanding from the date hereof Closing Date until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.142.13. Each Subsidiary Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving Credit Loan of such Lender made to such Subsidiary Borrower on the Maturity Date or on such earlier date on which Loans become due and payable pursuant to Section 7. Each Subsidiary Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans made to such Subsidiary Borrower from time to time outstanding from the Closing Date until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.13.
(bc) The Borrower unconditionally promises to pay to the Administrative Agent, for the account of each Lender that makes a Competitive Loan to the Borrower, on the last day of the Interest Period applicable to such Competitive Loan, the principal amount of such Competitive Loan. The Borrower further unconditionally promises to pay interest on each such Competitive Loan for the period from and including the date of Borrowing of such Competitive Loan on the unpaid principal amount thereof from time to time outstanding at the applicable rate per annum determined as provided in, and payable as specified in, Section 2.13. Each Subsidiary Borrower unconditionally promises to pay to the Administrative Agent, for the account of each Lender that makes a Competitive Loan to such Subsidiary Borrower, on the last day of the Interest Period applicable to such Competitive Loan, the principal amount of such Competitive Loan made to such Subsidiary Borrower. Each Subsidiary Borrower further unconditionally promises to pay interest on each such Competitive Loan made to such Subsidiary Borrower for the period from and including the date of Borrowing of such Competitive Loan on the unpaid principal amount thereof from time to time outstanding at the applicable rate per annum determined as provided in, and payable as specified in, Section 2.13.
(d) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower and any Subsidiary Borrower to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.
(ce) The Administrative Agent, on behalf of the Borrower, Agent shall maintain the Register pursuant to Section 10.6(d10.3(e), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Loan made hereunder and any Note evidencing such Loanhereunder, the Interest Rate Type of such Loan thereof and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower and any Subsidiary Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower or any Subsidiary Borrower and each Lender's ’s share thereof.
(df) The entries made in the Register and the accounts of each Lender maintained pursuant to this Section 2.7(b) 2.12 shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower and any Subsidiary Borrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower or any Subsidiary Borrower to repay (with applicable interest) the Loans made to the Borrower or the relevant Subsidiary Borrower by such Lender in accordance with the terms of this Agreement.
(e) The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will promptly execute and deliver to such Lender a promissory note of the Borrower evidencing any Tranche B Term Loans or Revolving Credit Loans, as the case may be, of such Lender, substantially in the forms of Exhibit F-1 or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note", respectively), with appropriate insertions as to date and principal amount; provided, that delivery of Notes shall not be a condition precedent to the occurrence of the Closing Date or the making of the Loans on the Closing Date.
Appears in 2 contracts
Samples: Credit Agreement (Wyndham Worldwide Corp), Credit Agreement (Realogy Corp)
Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Revolving Credit each Lender or Tranche B Term Loan Lender, as the case may be, (i) the then unpaid principal amount of each Revolving Credit Loan of such Revolving Credit Lender on the Revolving Credit Termination Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8) and (ii) the principal amount of each Tranche B Term Loan the Loans of such Tranche B Term Loan Lender made during any Borrowing Year in installments according twenty consecutive quarterly installments, commencing on the date which is thirty-nine months after the last day of such Borrowing Year and ending on the date which is eight years after such last day, in an aggregate amount for each Year set forth below equal to the amortization schedule percentage set forth in Section 2.3 (or on opposite such earlier date on which Year multiplied by the aggregate principal amount of the Loans become due and payable pursuant to Section 8). made by such Lender during such Borrowing Year (with the quarterly installments during each such Year being equal in amount): Year Percentage The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.14subsection 2.7.
(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.
(c) The Administrative Agent, on behalf of the Borrower, Agent shall maintain the Register pursuant to Section 10.6(dsubsection 9.6(e), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Loan made hereunder and any Note evidencing such Loanhereunder, the Type of such Loan thereof and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder (including the amount of any capitalized interest under subsection 2.7(d)) and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender's share thereof.
(d) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.7(bsubsection 2.3(b) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by of such Lender in accordance with the terms of this Agreement.
(e) The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will promptly execute and deliver to such Lender a promissory note of the Borrower dated the Closing Date evidencing any Tranche B Term the Loans or Revolving Credit Loans, as the case may be, of such Lender, substantially in the forms form of Exhibit F-1 or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note", respectively), A with appropriate insertions as to date and principal amount; providedamount (each, that delivery of Notes a "Note"). Thereafter, the Loans evidenced by any such Note and interest thereon shall not at all times (including after assignment pursuant to subsection 9.6) be a condition precedent represented by one or more promissory notes in such form payable to the occurrence order of the Closing Date or the making of the Loans on the Closing Datepayee named therein and its registered assigns.
Appears in 2 contracts
Samples: Credit Agreement (Sprint Spectrum L P), Credit Agreement (Sprint Spectrum L P)
Repayment of Loans; Evidence of Debt. (ai) The Borrower Borrowers hereby jointly and severally unconditionally promises promise to pay repay the outstanding principal amount of the Initial Term Loans to the Administrative Agent for the account of the appropriate Revolving Credit each Term Lender or Tranche B Term Loan Lender, as the case may be, (i) commencing September 30, 2014, on the last Business Day of each March, June, September and December prior to the Initial Term Loan Maturity Date (each such date being referred to as a “Loan Installment Date”), in each case in an amount equal to 0.25% of the original principal amount of the 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 and repurchases in accordance with Section 9.05(g) or increased as a result of any increase in the amount of such Initial Term Loans pursuant to Section 2.22(a)), and (ii) on the Initial Term Loan Maturity Date, in an amount equal to the remainder of the principal amount of the Initial Term Loans outstanding on such date, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment.
(ii) The relevant Borrower (or the Top Borrower on behalf of the relevant Borrower) shall repay the Additional Term Loans of any Class in such scheduled amortization installments and on such date or dates as shall be specified therefor in the applicable Refinancing Amendment, Incremental Facility Agreement or Extension Amendment (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 Section 9.05(g)).
(i) The Borrowers hereby jointly and severally unconditionally promise to pay (i) to the Administrative Agent for the account of each Initial Revolving Lender, the then-unpaid principal amount of the Initial Revolving Loans of such Lender on the Initial Revolving Credit Maturity Date, (ii) to the Administrative Agent for the account of each Additional Revolving Lender, the then-unpaid principal amount of each Additional Revolving Loan of such Additional Revolving Lender on the Maturity Date applicable thereto and (iii) to the Swingline Lender, the then unpaid principal amount of each Swingline Loan on the Latest Revolving Credit Loan of such Revolving Credit Lender on Maturity Date.
(ii) On the Maturity Date applicable to the Revolving Credit Termination Date Commitments of any Class, the Top Borrower shall (A) cancel and return outstanding Letters of Credit (or on such earlier date on which the Loans become due and payable pursuant alternatively, with respect to Section 8) and (ii) the principal amount each outstanding Letter of each Tranche B Term Loan of such Tranche B Term Loan Lender in installments according Credit, furnish to the amortization schedule set forth in Section 2.3 Administrative Agent a Cash deposit (or on such earlier date on which if reasonably satisfactory to the Loans become due and payable pursuant relevant Issuing Bank, a “backstop” letter of credit) equal to Section 8). The Borrower hereby further agrees to pay interest on 100% of the unpaid principal amount of the LC Exposure (minus any amount then on deposit in any Cash collateral account established for the benefit of the relevant Issuing Bank) as of such date, in each case to the extent necessary so that, after giving effect thereto, the aggregate amount of the Revolving Credit Exposure attributable to the Revolving Credit Commitments of any other Class shall not exceed the Revolving Credit Commitments of such other Class then in effect, (B) prepay Swingline Loans from time to time outstanding from the date hereof until extent necessary so that, after giving effect thereto, the aggregate amount of the Revolving Credit Exposure attributable to the Revolving Credit Commitments of any other Class shall not exceed the Revolving Credit Commitments of such other Class then in effect and (C) make payment in full thereof at in Cash of all accrued and unpaid fees and all reimbursable expenses and other Obligations with respect to the rates per annumRevolving Facility of the applicable Class then due, together with accrued and on the dates, set forth in Section 2.14unpaid interest (if any) thereon.
(bc) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower Borrowers to such Lender resulting from each Loan of made by such Lender from time to timeLender, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreementhereunder.
(cd) The Administrative Agent, on behalf of the Borrower, Agent shall maintain the Register pursuant to Section 10.6(d), and a subaccount therein for each Lender, accounts in which it shall be recorded record (i) the amount of each Loan made hereunder and any Note evidencing such Loanhereunder, the Class and Type of such Loan thereof and each the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the any Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from for the Borrower account of the Lenders or the Issuing Banks and each Lender's ’s or Issuing Bank’s share thereof.
(de) The entries made in the Register and the accounts of each Lender maintained pursuant to paragraphs (c) or (d) of this Section 2.7(b) shall, to the extent permitted by applicable law, shall be prima facie evidence of the existence and amounts of the obligations of the Borrower recorded therein recorded(absent manifest error); provided, however, provided that the failure of any Lender or the Administrative Agent to maintain the Register such accounts or any such account, or any manifest error therein, therein shall not in any manner affect the obligation of the any Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement; provided, further, that in the event of any inconsistency between the accounts maintained by the Administrative Agent pursuant to paragraph (d) of this Section and any Lender’s records, the accounts of the Administrative Agent shall govern.
(ef) The Borrower agrees that, upon the Any Lender may request to the Administrative Agent that any Loan made by any Lenderit be evidenced by a Promissory Note. In such event, the relevant Borrower will promptly shall prepare, execute and deliver a Promissory Note to such Lender a promissory note of payable to such Lender and its registered assigns; it being understood and agreed that such Lender (and/or its applicable assign) shall be required to return such Promissory Note to the Top Borrower evidencing any Tranche B Term Loans or Revolving Credit Loans, as the case may be, of such Lender, substantially in the forms of Exhibit F-1 or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note", respectively), accordance with appropriate insertions as to date Section 9.05(b)(iii) and principal amount; provided, that delivery of Notes shall not be a condition precedent to upon the occurrence of the Closing Termination Date (or as promptly thereafter as practicable). If any Lender loses the making original copy of its Promissory Note, it shall execute an affidavit of loss containing an indemnification provision reasonably satisfactory to the Loans on the Closing DateTop Borrower.
Appears in 2 contracts
Samples: First Lien Credit Agreement (Cotiviti Holdings, Inc.), First Lien Credit Agreement (Cotiviti Holdings, Inc.)
Repayment of Loans; Evidence of Debt. (a) The Borrower Borrowers hereby unconditionally promises promise to pay repay Term Loans to the Administrative Agent for the account of the appropriate Revolving Credit each Term Lender or Tranche B Term Loan Lender, as the case may be, (i) commencing on the last day of the first full Fiscal Quarter ended after the Closing Date, on the last day of each March, June, September and December prior to the Term Loan Maturity Date (each such date being referred to as a “Loan Installment Date”), in each case in an amount equal to 0.625% of the original principal amount of the Term Loans (as such payments may be reduced from time to time as a result of the application of prepayments in accordance with Section 2.10 and Section 9.05(g) or increased as a result of any increase in the amount of such Term Loans pursuant to Section 2.21(a)) and (ii) on the Term Loan Maturity Date, the remainder of the principal amount of the Term Loans outstanding on such date, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment.
(b) 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 Credit Loan of such Revolving Credit Lender on the Revolving Credit Termination Maturity Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8) and (ii) to the Swingline Lender the then unpaid principal amount of each Tranche B Term Swingline Loan on the Revolving Credit Maturity Date. On the Revolving Credit Maturity Date, the Borrowers shall cancel and return all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, furnish to the Administrative Agent a Cash deposit (or if reasonably satisfactory to the relevant Issuing Bank, a backup standby letter of credit) equal to 103% of the LC Exposure as of such Tranche B Term Loan Lender in installments according to the amortization schedule set forth in Section 2.3 (or on such earlier date on which the Loans become due date) and payable pursuant to Section 8). The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans from time to time outstanding from the date hereof until make payment in full thereof at in Cash of all accrued and unpaid fees and all reimbursable expenses and other Obligations with respect to the rates per annumRevolving Facility then due, together with accrued and on the dates, set forth in Section 2.14unpaid interest (if any) thereon.
(bc) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower Borrowers to such Lender resulting from each Loan of made by such Lender from time to timeLender, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreementhereunder.
(cd) The Administrative Agent, on behalf of the Borrower, Agent shall maintain the Register pursuant to Section 10.6(d), and a subaccount therein for each Lender, accounts in which it shall be recorded record (i) the amount of each Loan made hereunder and any Note evidencing such Loanhereunder, the Class and Type of such Loan thereof and each the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower Borrowers to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from for the Borrower account of the Lenders and each Lender's ’s share thereof.
(de) The entries made in the Register and the accounts of each Lender maintained pursuant to paragraph (c) or (d) of this Section 2.7(b) shall, to the extent permitted by applicable law, shall be prima facie evidence of the existence and amounts of the obligations of the Borrower recorded therein recorded(absent manifest error); provided, however, provided that the failure of any Lender or the Administrative Agent to maintain the Register such accounts or any such account, or any manifest error therein, therein shall not in any manner affect the obligation of the Borrower Borrowers to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement; provided, further, that in the event of any inconsistency between the accounts maintained by the Administrative Agent pursuant to paragraph (d) of this Section and any Lender’s records, the accounts of the Administrative Agent shall govern.
(ef) The Borrower agrees that, upon the Any Lender may request to the Administrative Agent that Loans made by any Lenderit be evidenced by a Promissory Note. In such event, the Borrower will promptly Borrowers shall prepare, execute and deliver to such Lender a promissory note of Promissory Note payable to such Lender and its registered assigns. Thereafter, the Borrower evidencing any Tranche B Term Loans evidenced by such Promissory Note and interest thereon shall at all times (including after assignment pursuant to Section 9.05) be represented by one or Revolving Credit Loans, as the case may be, of more Promissory Notes in such Lender, substantially in the forms of Exhibit F-1 or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note", respectively), with appropriate insertions as to date and principal amount; provided, that delivery of Notes shall not be a condition precedent form payable to the occurrence of the Closing Date or the making of the Loans on the Closing Datepayee named therein and its registered assigns.
Appears in 2 contracts
Samples: Credit Agreement (Osmotica Pharmaceuticals PLC), Credit Agreement (Osmotica Pharmaceuticals LTD)
Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Revolving Credit each Lender or Tranche B Term Loan Lender, as the case may be, (i) the then unpaid principal amount of each Revolving Credit Loan of such Lender (other than any Revolving Credit Lender Loan made under any Extended Revolving Credit Commitment) on the Revolving Credit Termination Date (or such earlier date on which the Revolving Credit Loans become due and payable pursuant to Section 9), (ii) the then unpaid principal amount of the Term Loan of such Lender (other than Extended Term Loans), in accordance with the applicable amortization schedule set forth in subsection 2.2 (or the then unpaid principal amount of such Term Loans, on the date that any or all of the Loans become due and payable pursuant to Section 9), (iii) the then unpaid principal amount of each Revolving Credit Loan under an Extended Revolving Credit Commitment of such Lender on the respective maturity date applicable thereto (or such earlier date on which the Loans become due and payable pursuant to Section 8) 9) and (iiiv) the then unpaid principal amount of each Tranche B any Extended Term Loan of such Tranche B Term Loan Lender Lender, in installments according to accordance with the amortization schedule set forth in Section 2.3 and maturity date applicable thereto (or the then unpaid principal amount of such Extended Term Loan, on such earlier the date on which that any or all of the Loans become due and payable pursuant to Section 8)9). The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.14subsection 4.7.
(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.
(c) The Administrative Agent, on behalf of the Borrower, Agent shall maintain the Register pursuant to Section 10.6(dsubsection 11.6(d), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Loan made hereunder and any Note evidencing such Loanhereunder, the Type of such Loan thereof and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender's ’s share thereof.
(d) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.7(bsubsection 4.2(c) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the such Borrower by such Lender in accordance with the terms of this Agreement.
(e) The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will promptly execute and deliver to such Lender a promissory note of the Borrower evidencing any Tranche B Term Loans or Revolving Credit Loans, as the case may be, of such Lender, substantially in the forms of Exhibit F-1 or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note", respectively), with appropriate insertions as to date and principal amount; provided, that delivery of Notes shall not be a condition precedent to the occurrence of the Closing Date or the making of the Loans on the Closing Date.
Appears in 2 contracts
Samples: Credit Agreement (Cumulus Media Inc), First Lien Credit Agreement (Cumulus Media Inc)
Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Revolving Credit each Lender or Tranche B Term Loan Lender, as the case may be, (i) the then unpaid principal amount of each Revolving Credit Loan of such Revolving Credit Lender on the Revolving Credit Termination Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8) and (ii) the principal amount of each Tranche B Term Loan the Loans of such Tranche B Term Loan Lender made during any Borrowing Year in installments according twenty consecutive quarterly installments, commencing on the date which is thirty-nine months after the last day of such Borrowing Year and ending on the date which is eight years after such last day, in an aggregate amount for each Year set forth below equal to the amortization schedule percentage set forth in Section 2.3 (or on opposite such earlier date on which Year multiplied by the aggregate principal amount of the Loans become due and payable pursuant to Section 8). made by such Lender during such Borrowing Year (with the quarterly installments during each such Year being equal in amount): The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.14subsection 2.7.
(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.
(c) The Administrative Agent, on behalf of the Borrower, Agent shall maintain the Register pursuant to Section 10.6(dsubsection 9.6(e), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Loan made hereunder and any Note evidencing such Loanhereunder, the Type of such Loan thereof and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder (including the amount of any capitalized interest under subsection 2.7(d)) and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender's share thereof.
(d) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.7(bsubsection 2.3(b) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by of such Lender in accordance with the terms of this Agreement.
(e) The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will promptly execute and deliver to such Lender a promissory note of the Borrower dated the Closing Date evidencing any Tranche B Term the Loans or Revolving Credit Loans, as the case may be, of such Lender, substantially in the forms form of Exhibit F-1 or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note", respectively), A with appropriate insertions as to date and principal amount; providedamount (each, that delivery of Notes a "Note"). Thereafter, the Loans evidenced by any such Note and interest thereon shall not at all times (including after assignment pursuant to subsection 9.6) be a condition precedent represented by one or more promissory notes in such form payable to the occurrence order of the Closing Date or the making of the Loans on the Closing Datepayee named therein and its registered assigns.
Appears in 2 contracts
Samples: Credit Agreement (Sprint Spectrum Finance Corp), Credit Agreement (Sprint Spectrum L P)
Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Revolving Credit each Lender or Tranche B Term Loan Lender, as the case may be, (i) the then unpaid principal amount of each Revolving Credit Loan of such Revolving Credit Lender on the Revolving Credit Termination Maturity Date (or on such earlier date on which the Revolving Credit Loans become due and payable pursuant to Section 8) and (ii) Article 7); provided that the principal amount of each Tranche B Term Loan of such Tranche B Term Loan Lender in installments according to the amortization schedule set forth Revolving Credit Loans made by Objecting Lenders shall be repaid as provided in Section 2.3 (or on such earlier date on which the Loans become due and payable pursuant to Section 8)2.25. The Borrower hereby further agrees to pay to the Administrative Agent interest on the unpaid principal amount of the Revolving Credit Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.142.9.
(b) The Borrower unconditionally promises to pay to the Administrative Agent, for the account of each Lender that makes a Competitive Loan, on the last day of the Interest Period applicable to such Competitive Loan, the principal amount of such Competitive Loan. The Borrower further unconditionally promises to pay interest on each such Competitive Loan for the period from and including the date of Borrowing of such Competitive Loan on the unpaid principal amount thereof from time to time outstanding at the applicable rate per annum determined as provided in, and payable as specified in, Section 2.9.
(c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.
(cd) The Administrative Agent, on behalf of the Borrower, Agent shall maintain the Register pursuant to Section 10.6(d9.3(e), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Loan made hereunder and any Note evidencing such Loanhereunder, the Interest Rate Type of such Loan thereof and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender's share thereof.
(de) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.7(b2.8(c) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, provided that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement.
(ef) The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will promptly execute and deliver to such Lender a promissory note of the Borrower evidencing any Tranche B Term Loans or the Revolving Credit Loans, as the case may be, Loans of such Lender, substantially in the forms form of Exhibit F-1 or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note", respectively), A-1 with appropriate insertions as to date and principal amount; providedamount (a "Revolving Credit Note").
(g) The Borrower agrees that, that delivery of Notes shall not be a condition precedent upon the request to the occurrence Administrative Agent by any Lender, the Borrower will execute and deliver to such Lender a promissory note of the Closing Date or Borrower evidencing the making Competitive Loans of such Lender, substantially in the Loans on the Closing Dateform of Exhibit A-2 with appropriate insertions as to date, principal amount and Currency (a "Competitive Note").
Appears in 2 contracts
Samples: Credit Agreement (Cendant Corp), Five Year Competitive Advance and Revolving Credit Agreement (PHH Corp)
Repayment of Loans; Evidence of Debt. (ai) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate relevant Lenders in respect of Revolving Credit Lender Borrowings, on the Revolving Credit Maturity Date (or Tranche B Term such earlier date as, and to the extent that, such Revolving Loan Lenderbecomes due and payable pursuant to Section 2.05 or Article VII), as the case may be, (i) the then unpaid principal amount of each Revolving Credit Loan and each Swingline Loan made to it by each such Lender and (ii) Borrowers hereby, jointly and severally, unconditionally promise to pay to the Administrative Agent for the account of such Revolving Credit Lender the Term Lenders on the Revolving Credit Termination Term Loan Maturity Date (or on such earlier date on which as, and to the Loans become extent that, such Term Loan becomes due and payable pursuant to Section 8) and (ii) 2.05 or Article VII), the unpaid principal amount of each Tranche B Term Loan of held by each such Tranche B Term Loan Lender in installments according to the amortization schedule set forth in Section 2.3 (or on such earlier date on which the Loans become due and payable pursuant to Section 8)Lender. The Borrower hereby further agrees to pay interest in immediately available funds at the applicable office of the Administrative Agent (as specified in Section 2.13(a)) on the unpaid principal amount of the Revolving Loans and Swingline Loans, as applicable, made to it from time to time outstanding from the date hereof Closing Date until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.142.08. Borrower and the Additional Borrower hereby jointly and severally further agree to pay interest in immediately available funds at the applicable office of the Administrative Agent (as specified in Section 2.13(a)) on the unpaid principal amount of the Term Loans made to them from time to time from the Closing Date until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.08. All payments required hereunder shall be made in Dollars.
(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the applicable Borrower to the appropriate lending office of such Lender resulting from each Loan made by such lending office of such Lender from time to time, including the amounts of principal and interest payable and paid to such lending office of such Lender from time to time under this Agreement.
(c) The Administrative Agent, on behalf of the Borrower, Agent shall maintain the Register pursuant to Section 10.6(d)9.04, and a subaccount therein for each Lender, in which Register and subaccounts (taken together) shall be recorded (i) the amount of each Loan made hereunder and any Note evidencing such Loan, the Class and Type of each such Loan and each the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the applicable Borrower to each Lender hereunder in respect of each such Loan and (iii) both the amount of any sum received by the Administrative Agent hereunder from the applicable Borrower in respect of each such Loan and each Lender's ’s share thereof.
(d) The entries made in the Register and accounts maintained pursuant to Sections 2.07(b) and (c) and the accounts of each Lender Notes maintained pursuant to Section 2.7(b2.07(e) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the applicable Borrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the such account, such Register or any such accountsubaccount, as applicable, or any error therein, shall not in any manner affect the obligation of the applicable Borrower to repay (with applicable interest) the Loans made to the such Borrower by such Lender in accordance with the terms of this Agreement.
(e) The Loans of each Class made by each Lender to the applicable Borrower agrees thatshall, upon if requested by the applicable Lender (which request shall be made to the Administrative Agent Agent), be evidenced by any Lendera single Note duly executed on behalf of such Borrower, in substantially the Borrower will promptly execute and deliver to such Lender a promissory note of the Borrower evidencing any Tranche B Term Loans form attached hereto as Exhibit K-1 or Revolving Credit LoansK-2, as applicable, with the case may beblanks appropriately filled, payable to the order of such Lender, substantially in the forms of Exhibit F-1 or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note", respectively), with appropriate insertions as to date and principal amount; provided, that delivery of Notes shall not be a condition precedent to the occurrence of the Closing Date or the making of the Loans on the Closing Date.
Appears in 2 contracts
Samples: First Lien Credit Agreement (Emdeon Inc.), First Lien Credit Agreement (Emdeon Inc.)
Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate each Revolving Credit Lender or Tranche B Term Loan Lender, as the case may be, (i) the then unpaid principal amount of each Revolving Credit Loan of such Revolving Credit Lender on the Revolving Credit Termination Date (or on such earlier date on which the Revolving Credit Loans become due and payable pursuant to Section 8) and (ii) the principal amount of each Tranche B Term Loan of such Tranche B Term Loan Lender in installments according to the amortization schedule set forth in Section 2.3 (or on such earlier date on which the Loans become due and payable pursuant to Section 8)9). The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Revolving Credit Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.14subsection 4.5.
(b) Each Revolving Credit Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to such Revolving Credit Lender resulting from each Revolving Credit Loan of such Revolving Credit Lender from time to time, including the amounts of principal and interest payable and paid to such Revolving Credit Lender from time to time under this Agreement.
(c) The Administrative Agent, on behalf of the Borrower, Agent shall maintain the Register pursuant to Section 10.6(dsubsection 11.6(d), and a subaccount therein for each Revolving Credit Lender, in which shall be recorded (i) the amount of each Revolving Credit Loan made hereunder and any Note evidencing such Loanhereunder, the Type of such Loan thereof and each Interest Period applicable theretowith respect to each Eurodollar Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Revolving Credit Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Revolving Credit Lender's share thereof.
(d) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.7(bsubsection 3.5(b) shall, to the extent permitted by applicable law, be prima facie PRIMA FACIE evidence of the existence and amounts of the obligations of the Borrower therein recorded; providedPROVIDED, howeverHOWEVER, that the failure of any Revolving Credit Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Revolving Credit Loans made to the such Borrower by such Revolving Credit Lender in accordance with the terms of this Agreement.
(e) The Borrower agrees that, upon the request to the Administrative Agent by any Revolving Credit Lender, the Borrower will promptly execute and deliver to such Revolving Credit Lender a promissory note of the Borrower evidencing any Tranche B Term Loans or the Revolving Credit Loans, as the case may be, Loans of such Revolving Credit Lender, substantially in the forms form of Exhibit F-1 or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note", respectively), A-3 with appropriate insertions as to date and principal amount; provided, that delivery of Notes shall not be amount (a condition precedent to the occurrence of the Closing Date or the making of the Loans on the Closing Date"REVOLVING CREDIT NOTE").
Appears in 2 contracts
Samples: Credit Agreement (Affiliated Managers Group Inc), Credit Agreement (Affiliated Managers Group Inc)
Repayment of Loans; Evidence of Debt. (a) The Borrower Company hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Revolving Credit each Lender or Tranche B Term Loan Lender, as the case may be, (i) the then unpaid principal amount of each Revolving Credit Loan of such Revolving Credit Lender on the Revolving Credit Termination Date (or on such earlier date on which the Revolving Credit Loans become due and payable pursuant to Section 8) and 14), (ii) the then unpaid principal amount of each Tranche B Term Incremental Revolving Loan of such Tranche B Term Lender on the applicable Incremental Revolving Loan Lender in installments according to the amortization schedule set forth in Section 2.3 Termination Date (or on such earlier date on which the applicable Incremental Revolving Loans become due and payable pursuant to Section 8)14) and (iii) the principal amount of the Term Loan of such Lender, in accordance with the applicable amortization schedule set forth in subsections 2.2, 3.2 and (as set forth in the applicable Incremental Facility Activation Notice) 4.2 (or the then unpaid principal amount of such Term Loans, on the date that any or all of the Term Loans become due and payable pursuant to Section 14). The Borrower Company hereby further agrees to pay interest on the unpaid principal amount of the Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.14subsection 8.7.
(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower Company to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.
(c) The Administrative Agent, on behalf of the Borrower, Agent shall maintain the Register pursuant to Section 10.6(dsubsection 16.6(d), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Loan made hereunder and any Note evidencing such Loanhereunder, the Type of such Loan thereof and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower Company to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower Company and each Lender's share thereof.
(d) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.7(bsubsection 8.2(b) shall, to the extent permitted by applicable law, be prima facie PRIMA FACIE evidence of the existence and amounts of the obligations of the Borrower Company therein recorded; providedPROVIDED, howeverHOWEVER, that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower Company to repay (with applicable interest) the Loans made to the Borrower such Company by such Lender in accordance with the terms of this Agreement.
(e) The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will promptly execute and deliver to such Lender a promissory note of the Borrower evidencing any Tranche B Term Loans or Revolving Credit Loans, as the case may be, of such Lender, substantially in the forms of Exhibit F-1 or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note", respectively), with appropriate insertions as to date and principal amount; provided, that delivery of Notes shall not be a condition precedent to the occurrence of the Closing Date or the making of the Loans on the Closing Date.
Appears in 2 contracts
Samples: Credit Agreement (Citadel Broadcasting Corp), Credit Agreement (Citadel Broadcasting Co)
Repayment of Loans; Evidence of Debt. (ai) The Borrower hereby unconditionally promises to repay the outstanding principal amount of the Initial Term Loans to the Administrative Agent for the account of each Initial Term Lender (A) commencing with the Fiscal Quarter ending on December 31, 2017, on the last Business Day of each Fiscal Quarter prior to the Initial Term Loan Maturity Date (each such date being referred to as a “Loan Installment Date”), in each case in an amount equal to 0.25% of the original principal amount of the 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 and repurchases in accordance with Section 9.05(g) or increased as a result of any increase in the amount of such Initial Term Loans pursuant to Section 2.22(a)), and (B) on the Initial Term Loan Maturity Date, in an amount equal to the remainder of the principal amount of the Initial Term Loans outstanding on such date, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment.
(ii) The Borrower hereby unconditionally promises to repay the outstanding principal amount of each Borrowing of Initial Delayed Draw Term Loans to the Administrative Agent for the account of each Initial Delayed Draw Term Lender (A) commencing with the first Loan Installment Date after the first full Fiscal Quarter after such Borrowing, in each case in an amount equal to 0.25% of the original principal amount of such Borrowing of Initial Delayed Draw 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 and repurchases in accordance with Section 9.05(g) or increased as a result of any increase in the amount of such Initial Delayed Draw Term Loans pursuant to Section 2.22(a)), and (B) on the Initial Term Loan Maturity Date, in an amount equal to the remainder of the principal amount of the Initial Delayed Draw Term Loans outstanding on such date, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment.
(iii) The Borrower shall repay the Additional Term Loans of any Class in such scheduled amortization installments and on such date or dates as shall be specified therefor in the applicable Incremental Facility Agreement or Extension Amendment (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 Section 9.05(g) or increased as a result of any increase in the amount of such Additional Term Loans of such Class pursuant to Section 2.22(a)).
(i) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Initial Revolving Lender, the appropriate then-unpaid principal amount of the Initial Revolving Loans of such Lender on the Initial Revolving Credit Lender or Tranche B Term Loan Maturity Date and (ii) to the Administrative Agent for the account of each Additional Revolving Lender, as the case may be, (i) the then then-unpaid principal amount of each Additional Revolving Credit Loan of such Additional Revolving Credit Lender on the Revolving Credit Termination Maturity Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8) and applicable thereto.
(ii) On the principal amount of each Tranche B Term Loan of such Tranche B Term Loan Lender in installments according Maturity Date applicable to the amortization schedule set forth in Section 2.3 Revolving Credit Commitments of any Class, the Borrower shall (A) cancel and return outstanding Letters of Credit (or on such earlier date on which alternatively, with respect to each outstanding Letter of Credit, furnish to the Loans become due and payable pursuant Administrative Agent a Cash deposit (or if reasonably satisfactory to Section 8). The Borrower hereby further agrees the relevant Issuing Bank, a “backstop” letter of credit) equal to pay interest on 103% of the unpaid principal amount of the Loans from time LC Exposure (minus any amount then on deposit in any Cash collateral account established for the benefit of the relevant Issuing Bank) as of such date, in each case to time outstanding from the date hereof until extent necessary so that, after giving effect thereto, the aggregate amount of the Revolving Credit Exposure attributable to the Revolving Credit Commitments of any other Class shall not exceed the Revolving Credit Commitments of such other Class then in effect, and (B) make payment in full thereof at in Cash of all accrued and unpaid fees and all reimbursable expenses and other Obligations with respect to the rates per annumRevolving Facility of the applicable Class then due, together with accrued and on the dates, set forth in Section 2.14unpaid interest (if any) thereon.
(bc) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan of made by such Lender from time to timeLender, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreementhereunder.
(cd) The Administrative Agent, on behalf of the Borrower, Agent shall maintain the Register pursuant to Section 10.6(d), and a subaccount therein for each Lender, accounts in which it shall be recorded record (i) the amount of each Loan made hereunder and any Note evidencing such Loanhereunder, the Class and Type of such Loan thereof and each the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from for the Borrower account of the Lenders or the Issuing Banks and each Lender's ’s or Issuing Bank’s share thereof.
(de) The entries made in the Register and the accounts of each Lender maintained pursuant to paragraphs (c) or (d) of this Section 2.7(b) shall, to the extent permitted by applicable law, shall be prima facie evidence of the existence and amounts of the obligations of the Borrower recorded therein recorded(absent manifest error); provided, however, provided that the failure of any Lender or the Administrative Agent to maintain the Register such accounts or any such account, or any manifest error therein, therein shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement; provided, further, that in the event of any inconsistency between the accounts maintained by the Administrative Agent pursuant to paragraph (d) of this Section and any Lender’s records, the accounts of the Administrative Agent shall govern.
(ef) The Borrower agrees that, upon the Any Lender may request to the Administrative Agent that any Loan made by any Lenderit be evidenced by a Promissory Note. In such event, the Borrower will promptly shall prepare, execute and deliver a Promissory Note to such Lender a promissory note of payable to such Lender and its registered permitted assigns; it being understood and agreed that such Lender (and/or its applicable permitted assign) shall be required to return such Promissory Note to the Borrower evidencing any Tranche B Term Loans or Revolving Credit Loans, as the case may be, of such Lender, substantially in the forms of Exhibit F-1 or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note", respectively), accordance with appropriate insertions as to date Section 9.05(b)(iii) and principal amount; provided, that delivery of Notes shall not be a condition precedent to upon the occurrence of the Closing Termination Date (or as promptly thereafter as practicable). If any Lender loses the making original copy of its Promissory Note, it shall execute an affidavit of loss containing an indemnification provision reasonably satisfactory to the Loans on the Closing DateBorrower.
Appears in 2 contracts
Samples: Credit Agreement (First Watch Restaurant Group, Inc.), Credit Agreement (First Watch Restaurant Group, Inc.)
Repayment of Loans; Evidence of Debt. (ai) The Borrower hereby unconditionally promises to pay repay the outstanding principal amount of the Initial Term Loans to the Administrative Agent for the account of each Term Lender (x) commencing December 31, 2019,2020, on the appropriate Revolving Credit Lender or Tranche B last Business Day of each March, June, September and December prior to the Initial Term Loan LenderMaturity Date (each such date being referred to as a “Loan Installment Date”), as in each case in an amount equal to 0.25% of the case may be, (i) the then unpaid original principal amount of each Revolving Credit Loan the Initial Term Loans$1,945,707.07 (as such payments may be reduced from time to time as a result of the application of prepayments in accordance with Section 2.11 and repurchases in accordance with Section 9.05(g) or increased as a result of any increase in the amount of such Revolving Credit Lender on the Revolving Credit Termination Date (or on such earlier date on which the Initial Term Loans become due and payable pursuant to Section 8) 2.22(a)), and (iiy) on the Initial Term Loan Maturity Date, in an amount equal to the remainder of the principal amount of each Tranche B the Initial Term Loan of such Tranche B Term Loan Lender in installments according to the amortization schedule set forth in Section 2.3 (or Loans outstanding on such earlier date on which the Loans become due date, together in each case with accrued and payable pursuant to Section 8). The Borrower hereby further agrees to pay unpaid interest on the unpaid principal amount to be paid to but excluding the date of such payment.
(ii) The Borrower shall repay the Additional Term Loans of any Class in such scheduled amortization installments and on such date or dates as shall be specified therefor in the applicable Refinancing Amendment, Incremental Facility Agreement or Extension Amendment (as such payments may be reduced from time to time outstanding from as a result of the date hereof until payment application of prepayments in full thereof at accordance with Section 2.11 or repurchases in accordance with Section 9.05(g) or increased as a result of any increase in the rates per annum, and on the dates, set forth in amount of such Additional Term Loans of such Class pursuant to Section 2.142.22(a)).
(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness the Indebtedness of the Borrower to such Lender resulting from each Loan of made by such Lender from time to timeLender, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreementhereunder.
(c) The Administrative Agent, on behalf of the Borrower, Agent shall maintain the Register pursuant to in accordance with Section 10.6(d9.05(b)(iv), and a subaccount therein for each Lender, shall maintain accounts in which it shall be recorded record (i) the amount of each Loan made hereunder and any Note evidencing such Loanhereunder, the Class and Type of such Loan thereof and each the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from for the Borrower account of the Lenders and each Lender's ’s share thereof.
(d) The entries made in the Register and the accounts of each Lender maintained pursuant to paragraphs (b) or (c) of this Section 2.7(b) shall, to the extent permitted by applicable law, shall be prima facie evidence of the existence and amounts of the obligations of the Borrower recorded therein recorded(absent manifest error); provided, however, provided that the failure of any Lender or the Administrative Agent to maintain the Register such accounts or any such account, or any manifest error therein, therein shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement; provided, further, that in the event of any inconsistency between the accounts maintained by the Administrative Agent pursuant to paragraph (c) of this Section and any Lender’s records, the accounts of the Administrative Agent shall govern.
(e) The Borrower agrees that, upon the Any Lender may request to the Administrative Agent that any Loan made by any Lenderit be evidenced by a Promissory Note. In such event, the Borrower will promptly shall prepare, execute and deliver a Promissory Note to such Lender a promissory note of payable to such Lender and its registered assigns; it being understood and agreed that such Lender (and/or its applicable assign) shall be required to return such Promissory Note to the Borrower evidencing any Tranche B Term Loans or Revolving Credit Loans, as the case may be, of such Lender, substantially in the forms of Exhibit F-1 or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note", respectively), accordance with appropriate insertions as to date Section 9.05(b)(iii) and principal amount; provided, that delivery of Notes shall not be a condition precedent to upon the occurrence of the Closing Termination Date (or as promptly thereafter as practicable). If any Lender loses the making original copy of its Promissory Note, it shall execute an affidavit of loss containing an indemnification provision reasonably satisfactory to the Loans on the Closing DateBorrower.
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Claros Mortgage Trust, Inc.), Term Loan Credit Agreement (Claros Mortgage Trust, Inc.)
Repayment of Loans; Evidence of Debt. (a) The Borrower Borrowers hereby unconditionally promises promise to pay to the Administrative Agent (i) for the account of the appropriate Revolving Credit each Lender or Tranche B Term Loan Lender, as the case may be, (i) the then unpaid principal amount of each Revolving Credit Loan of such Lender (other than Extended Revolving Credit Lender Loans), which in the case of (A) the Initial Revolving Loans, shall be repaid on the Initial Maturity Date and (B) the Swing Line Loans, shall be repaid on the earlier of the first Maturity Date after the making thereof and the fifth Business Day after such Swing Line Loan is made (provided that on each such date that a Revolving Credit Termination Borrowing is made, the Borrowers shall repay all Swing Line Loans that are outstanding on the date such Borrowing is requested), and (ii) for the account of each applicable Lender, the then unpaid principal amount of any Extended Revolving Loan of such Lender, (1) in accordance with the relevant Extension, subject to the requirements of Section 4.24 and (2) to the extent not previously paid, which shall be due and payable on the Maturity Date applicable to such Extended Revolving Loan as provided in the relevant Extension, or, in each of clauses (i) through (iii) above, the then unpaid principal amount of any or all (or a portion thereof) of the Initial Revolving Loans, Swing Line Loans or Extended Revolving Loans, on such earlier the date on which that any or all (or a portion thereof) of the Initial Revolving Loans, Swing Line Loans or Extended Revolving Loans, as applicable, become due and payable pursuant to Section 8) and (ii) the principal amount of each Tranche B Term Loan of such Tranche B Term Loan Lender in installments according to the amortization schedule set forth in Section 2.3 (or on such earlier date on which the Loans become due and payable pursuant to Section 8)Article IX. The Borrower Borrowers hereby further agrees agree to pay interest on the unpaid principal amount of the Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.144.7.
(b) The Borrower’s obligation to pay the principal of, and interest on, the Loans of any Class under a Tranche made by a Lender shall, if requested by such Lender, be evidenced by a promissory note duly executed and promptly delivered by the Borrowers substantially in the form of Exhibit P-1 (in the case of Revolving Loans, each a “Revolving Note” and, collectively, the “Revolving Notes”) or Exhibit P-2 (in the case of Swing Line Loans, each a “Swing Line Note” and, collectively, the “Swing Line Notes”), as the case may be.
(c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower Borrowers to such Lender resulting from each Loan of any Class under a Tranche made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.
(cd) The Administrative Agent, on behalf of the Borrower, Agent shall maintain the Register pursuant to Section 10.6(d11.6(d), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Loan made hereunder and any Note evidencing such Loanhereunder, the Type of such Loan and Class thereof and each Interest Period applicable thereto, (ii) any Notes issued in respect thereof and (vi) the amount of any principal or interest due and payable or to become due and payable from the Borrower Borrowers to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower Borrowers and each Lender's ’s share thereof.
(de) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.7(b4.2(c) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower Borrowers therein recorded; provided, however, that (i) the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower Borrowers to repay (with applicable interest) the Loans made to the Borrower Borrowers by such Lender in accordance with the terms of this AgreementAgreement and (ii) in the event of any inconsistency between the Register and any Lender’s records, the recordations in the Register shall govern.
(ef) The Borrower agrees that, upon the request Notwithstanding anything to the Administrative Agent contrary contained above in this Section 4.2 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans under a Tranche to the Borrowers shall affect or in any manner impair the obligations of the Borrowers to pay the Loans under such Tranche (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any Lenderway affect the security or guarantees therefor provided pursuant to the various Loan Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in Section 4.2(c). At any time when any Lender requests the delivery of a Note to evidence any of its Loans under a Tranche, the Borrower will shall promptly execute and deliver to such the respective Lender a promissory note of the Borrower evidencing any Tranche B Term Loans or Revolving Credit Loans, as the case may be, of such Lender, substantially requested Note in the forms of Exhibit F-1 appropriate amount or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note", respectively), with appropriate insertions as amounts to date and principal amount; provided, that delivery of Notes shall not be a condition precedent to the occurrence of the Closing Date or the making of the Loans on the Closing Dateevidence such Loans.
Appears in 2 contracts
Samples: Abl Credit Agreement (Cumulus Media Inc), Abl Credit Agreement (Cumulus Media Inc)
Repayment of Loans; Evidence of Debt. (a) The Borrower Borrowers hereby unconditionally promise to pay to the Administrative Agent for the account of each applicable Lender, on the Maturity Date, the aggregate principal amount of all Loans and all LC Disbursements then outstanding, all accrued and unpaid fees under the Loan Documents, all accrued and unpaid interest under the Loan Documents, and all other Obligations accrued and unpaid on such date. Lufkin hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Revolving Issuing Bank, when due, all LC Disbursements which may become due after the Maturity Date, together with all accrued and unpaid fees, all accrued and unpaid interest, and all other Obligations that may accrue under or in connection with this Agreement or any Letter of Credit on or after the Maturity Date. Lufkin hereby unconditionally promises to pay to the Swingline Lender or Tranche B Term Loan Lender, as the case may be, (i) the then then-unpaid principal amount of each Revolving Credit Swingline Loan of such Revolving Credit Lender on the Revolving Credit Termination Date date such Swingline Loan is due pursuant to Section 2.04.
(or on such earlier date on which b) The principal of the Loans become Term Loan shall be due and payable pursuant (i) in quarterly installments, the first of which shall be due on the last Business Day of March, 2012, and successive installments to Section 8) fall due consecutively in their order, one on the last Business Day of each June, September, December and March thereafter, and (ii) in a final installment in the principal amount of each Tranche B Term Loan all principal then unpaid, which shall be due on the Maturity Date. The amount of such Tranche B Term Loan Lender installments (other than the final installment) shall be: Each payment due in installments according to the amortization schedule set forth 2012 $ 4,375,000.00 Each payment due in Section 2.3 (or on such earlier date on which the Loans become 2013 $ 6,562,500.00 Each payment due and payable pursuant to Section 8). The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans from time to time outstanding from the date hereof until in 2014 $13,125,000.00 Each payment due in full thereof at the rates per annum, and on the dates, set forth 2015 $21,875,000.00 Each payment due in Section 2.14.2016 $21,875,000.00
(bc) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower Borrowers to such Lender resulting from each Loan of made by such Lender from time to timeLender, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreementhereunder.
(cd) The Administrative Agent, on behalf of the Borrower, Agent shall maintain the Register pursuant to Section 10.6(d), and a subaccount therein for each Lender, accounts in which it shall be recorded record (i) the amount of each Loan made hereunder and any Note evidencing such Loanhereunder, the Class and Type of such Loan thereof and each the Interest Period Period, if any, applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder hereunder, and (iii) both the amount of any sum received by the Administrative Agent hereunder from for the Borrower account of the Lenders (or any subset thereof) and each Lender's ’s share thereof.
(de) The entries made in the Register and the accounts of each Lender maintained pursuant to paragraph (c) or (d) of this Section 2.7(b) shall, to the extent permitted by applicable law, shall be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recordedrecorded therein; provided, however, provided that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, accounts or any error therein, therein shall not in any manner affect the obligation obligations of the Borrower Borrowers to repay (with applicable interest) the principal of and accrued and unpaid interest on Loans made to the Borrower by such Lender in accordance with the terms of this AgreementAgreement and the other Loan Documents.
(ef) The Unless the Administrative Agent shall have received notice from the applicable Borrower agrees that, upon prior to the request date on which any payment is due to the Administrative Agent by any Lenderfor the account of the Lenders or the Issuing Bank hereunder that such Borrower will not make such payment, the Administrative Agent may assume that such Borrower will promptly execute has made such payment on such date in accordance herewith and deliver may, in reliance upon such assumption, distribute to such Lender a promissory note the Lenders of Loans of the Borrower evidencing any Tranche B Term Loans applicable Class or Revolving Credit Loansthe Issuing Bank, as the case may be, the amount due. In such event, if such Borrower has not in fact made such payment, each of the Lenders of Loans of the applicable Class or the Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender, substantially in the forms of Exhibit F-1 Lender or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note", respectively)Issuing Bank, with appropriate insertions as interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date and principal amount; provided, that delivery of Notes shall not be a condition precedent payment to the occurrence Administrative Agent, at the greater of the Closing Date or Federal Funds Effective Rate and a rate determined by the making of the Loans Administrative Agent in accordance with banking industry rules on the Closing Dateinterbank compensation.
Appears in 2 contracts
Samples: Credit Agreement (Lufkin Industries Inc), Credit Agreement (Lufkin Industries Inc)
Repayment of Loans; Evidence of Debt. (a) The Borrower Company hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Revolving Credit each Lender or Tranche B Term Loan Lender, as the case may be, (i) the then unpaid principal amount of each Revolving Credit Loan and Swing Line Loan of such Revolving Credit Lender on the Revolving Credit Termination Date (or on such earlier date on which the Revolving Credit Loans become due and payable pursuant to Section 8) and (ii) the principal amount of each Tranche B Term Loan of such Tranche B Term Loan Lender in installments according to the amortization schedule set forth in Section 2.3 (or on such earlier date on which the Loans become due and payable pursuant to Section 8)Article 10). The Borrower Company hereby further agrees to pay interest on the unpaid principal amount of the Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.145.7.
(b) At all times during a Cash Dominion Event, on each Business Day, the Administrative Agent shall apply all funds credited to the Collection Account as of 10:00 a.m., New York City time, on such Business Day (whether or not immediately available), first, to prepay any Protective Advances, second, to prepay the Swing Line Loans, third, to prepay the Revolving Credit Loans fourth, to the payment of any Revolving L/C Obligations then outstanding, and fifth, to Cash Collateralize outstanding Letters of Credit, without a corresponding reduction in the Revolving Credit Commitments.
(c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower Company to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.
(cd) The Administrative Agent, on behalf of the Borrower, Agent shall maintain the Register pursuant to Section 10.6(d12.6(d), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Loan made hereunder and any Note evidencing such Loanhereunder, the Type of such Loan thereof and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower Company to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower Company and each Lender's ’s share thereof.
(de) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.7(b5.2(c) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower Company therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower Company to repay (with applicable interest) the Loans made to the Borrower such Company by such Lender in accordance with the terms of this Agreement.
(e) The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will promptly execute and deliver to such Lender a promissory note of the Borrower evidencing any Tranche B Term Loans or Revolving Credit Loans, as the case may be, of such Lender, substantially in the forms of Exhibit F-1 or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note", respectively), with appropriate insertions as to date and principal amount; provided, that delivery of Notes shall not be a condition precedent to the occurrence of the Closing Date or the making of the Loans on the Closing Date.
Appears in 2 contracts
Samples: Credit Agreement (KLX Inc.), Loan Agreement (KLX Inc.)
Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Revolving Credit each Lender or Tranche B Term Loan Lender, as the case may be, (i) the then unpaid principal amount of each Revolving Credit Loan of such Revolving Credit Lender on the Revolving Credit Termination Maturity Date (or on such earlier date on which the Revolving Credit Loans become due and payable pursuant to Section 8) and (ii) Article 7); provided, that the principal amount of each Tranche B Term Loan of such Tranche B Term Loan Lender in installments according to the amortization schedule set forth Revolving Credit Loans made by Objecting Lenders shall be repaid as provided in Section 2.3 (or on such earlier date on which the Loans become due and payable pursuant to Section 8)2.24. The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Revolving Credit Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.142.9.
(b) The Borrower unconditionally promises to pay to the Administrative Agent, for the account of each Lender that makes a Competitive Loan, on the last day of the Interest Period applicable to such Competitive Loan, the principal amount of such Competitive Loan. The Borrower further unconditionally promises to pay interest on each such Competitive Loan for the period from and including the date of Borrowing of such Competitive Loan on the unpaid principal amount thereof from time to time outstanding at the applicable rate per annum determined as provided in, and payable as specified in, Section 2.9.
(c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to such Lender resulting from each Revolving Credit Loan and Competitive Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.
(cd) The Administrative Agent, on behalf of the Borrower, Agent shall maintain the Register pursuant to Section 10.6(d9.3(e), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Revolving Credit Loan and Competitive Loan made hereunder and any Note evidencing such Loanhereunder, the Interest Rate Type of such Loan thereof and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender's share thereof.
(de) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.7(b) 2.8 shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Revolving Credit Loans and Competitive Loans made to the Borrower by such Lender in accordance with the terms of this Agreement.
(ef) The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will promptly execute and deliver to such Lender a promissory note of the Borrower evidencing any Tranche B Term Loans or the Revolving Credit Loans, as the case may be, Loans of such Lender, substantially in the forms form of Exhibit F-1 or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note", respectively), A-1 with appropriate insertions as to date and principal amount; providedamount (a "Revolving Credit Note").
(g) The Borrower agrees that, that delivery of Notes shall not be a condition precedent upon the request to the occurrence Administrative Agent by any Lender, the Borrower will execute and deliver to such Lender a promissory note of the Closing Date or Borrower evidencing the making Competitive Loans of such Lender, substantially in the Loans on the Closing Dateform of Exhibit A-2 with appropriate insertions as to date and principal amount (a "Competitive Note").
Appears in 2 contracts
Samples: 364 Day Competitive Advance and Revolving Credit Agreement (Cendant Corp), 364 Day Competitive Advance and Revolving Credit Agreement (HFS Inc)
Repayment of Loans; Evidence of Debt. (a) The Borrower Borrowers jointly and severally hereby unconditionally promises promise to pay to the Administrative Agent for the account of the appropriate Revolving Credit Lender or Tranche B Term Loan Lender, as the case may be, (i) the then unpaid principal amount of each Revolving Credit Loan of such Revolving Credit Lender on the last day of the Revolving Credit Termination Date Commitment Period (or such earlier date on which the Revolving Credit Loans become due and payable pursuant to Section 8), (ii) the principal amount of the Tranche A Term Loans of such Tranche A Term Loan Lender, in 20 consecutive quarterly installments, according to the amortization schedule set forth on Schedule 1.1D, commencing on September 30, 1996 (or on such earlier date on which the then unpaid principal amount of the Tranche A Term Loans become due and payable pursuant to Section 8) and (iiiii) the principal amount of each the Tranche B Term Loan Loans of such Tranche B Term Loan Lender Lender, in installments 24 consecutive quarterly installments, according to the amortization schedule set forth in Section 2.3 on Schedule 1.1E, commencing on September 30, 1996 (or on such earlier date on which the then unpaid principal amount of such Tranche B Term Loans become due and payable pursuant to Section 8). The Borrower Borrowers jointly and severally hereby further agrees agree to pay interest on the unpaid principal amount of the Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.142.15.
(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower Borrowers to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.
(c) The Administrative Agent, on behalf of the BorrowerBorrowers, shall maintain the Register pursuant to Section 10.6(d11.6(g), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Revolving Credit Loan, Tranche A Term Loan and Tranche B Term Loan made hereunder and any Note evidencing such Loanhereunder, the Type of such Loan thereof and each Interest Period applicable 32 26 thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower Borrowers to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower Borrowers and each Lender's share thereof.
(d) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.7(b2.9(b) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower Borrowers therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower Borrowers to repay (with applicable interest) the Loans made to the Borrower such Borrowers by such Lender in accordance with the terms of this Agreement.
(e) The Borrower Each of the Borrowers agrees that, upon the request to the Administrative Agent by any Lender, the Borrower Borrowers will promptly execute and deliver to such Lender (i) a promissory note of the Borrower Borrowers evidencing any Tranche B Term Loans or Revolving Credit Loans, as the case may be, Loans of such Lender, substantially in the forms form of Exhibit F-1 or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note", respectively), A-1 with appropriate insertions as to date and principal amount; providedamount (together with any alternative note substantially in the form of Exhibit I-1 issued in lieu thereof or in exchange therefor, that delivery a "Revolving Credit Note"), and/or (ii) a promissory note of Notes shall not be the Borrowers evidencing any Tranche A Term Loan of such Lender, substantially in the form of Exhibit A-2with appropriate insertions as to date and principal amount (together with any alternative note substantially in the form of Exhibit I-2 issued in lieu thereof or in exchange therefor, a condition precedent "Tranche A Term Note") and/or (iii) a promissory note of the Borrowers evidencing any Tranche B Term Loans of such Lender, substantially in the form of Exhibit A-3 with appropriate insertions as to date and principal amount (together with any alternative note substantially in the form of Exhibit I-3 issued in lieu thereof or in exchange therefor, a "Tranche B Term Note") and/or (iv) in the case of a request by the Swing Line Lender, a promissory note of the Borrowers evidencing any Swing Line Loans of the Swing Line Lender, substantially in the form of Exhibit A-4 with appropriate insertions as to the occurrence of the Closing Date or the making of the Loans on the Closing Datedate and principal amount (a "Swing Line Note").
Appears in 2 contracts
Samples: Credit Agreement (Kirklands Inc), Credit Agreement (Kirklands Inc)
Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Revolving Credit Lender or Tranche B Term Loan Lender, as the case may be, (i) the then unpaid principal amount of each Revolving Credit Loan of such Revolving Credit Lender on the Revolving Credit Termination Date (Date, or on such earlier date on which the Loans become due and payable pursuant to Section 8) 7, and (ii) the principal amount of each Tranche B Term Loan of such Tranche B Term Loan Lender in installments according to the amortization schedule set forth in Section 2.3 (on December 31, 1999, or on such earlier date on which the Term Loans become due and payable pursuant to Section 8)7. The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.142.10.
(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.
(c) The Administrative Agent, on behalf of the Borrower, shall maintain the Register pursuant to Section 10.6(d9.6(e), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Loan made hereunder and any Note evidencing such Loan, the Type of such Loan thereof and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender's share thereof.
(d) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.7(b2.4(b) shall, to the extent permitted by applicable lawlaw and absent manifest error, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the such Borrower by such Lender in accordance with the terms of this Agreement.
(e) The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will promptly execute and deliver to such Lender a promissory note of the Borrower evidencing any Tranche B Term Loans or Revolving Credit Loans, as the case may be, of such Lender, substantially in the forms form of Exhibit F-1 I-1 or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note"I-2, respectively), with appropriate insertions as to date and principal amount; provided, that delivery of Notes shall not be a condition precedent to the occurrence of the Closing Date or the making of the Loans on the Closing Date.
Appears in 2 contracts
Samples: Credit Agreement (Bear Island Finance Co Ii), Credit Agreement (Bear Island Finance Co Ii)
Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Revolving Credit Lender or Tranche B Term Loan Lender, as the case may be, (i) the then unpaid principal amount of each Revolving Credit Loan of such Revolving Credit Lender on the Revolving Credit Termination Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8), (ii) the then unpaid principal amount of each Swing Line Loan of such Swing Line Lender on the Revolving Credit Termination Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8) and (iiiii) the principal amount of each Tranche B Term Loan of such Tranche B Term Loan Lender in installments according to the amortization schedule set forth in Section 2.3 (or on such earlier date on which the Loans become due and payable pursuant to Section 8); provided that to the extent not otherwise paid in full, all principal and interest outstanding in respect of the Term Loans shall be paid on the date of the last installment thereof. The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.142.15.
(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.
(c) The Administrative Agent, on behalf of the Borrower, shall maintain the Register pursuant to Section 10.6(d), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Loan made hereunder and any Note evidencing such Loan, the Type of such Loan and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender's ’s share thereof.
(d) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.7(b2.8(b) shall, to the extent permitted by applicable law, be prima facie evidence of presumptively correct, absent manifest error, as to the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement.
(e) The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will promptly execute and deliver to such Lender a promissory note of the Borrower evidencing any Tranche B Term Loans, Revolving Credit Loans or Revolving Credit Swing Line Loans, as the case may be, of such Lender, substantially in the forms of Exhibit F-1 G-1, G-2 or F-2G-3, respectively (a "Tranche B “Term Note" or "”, “Revolving Credit Note"” or “Swing Line Note”, respectively), with appropriate insertions as to date and principal amount; provided, that delivery of Notes shall not be a condition precedent to the occurrence of the Closing Date or the making of the Loans on the Closing Date.
Appears in 2 contracts
Samples: Credit Agreement (UCI Holdco, Inc.), Credit Agreement (Chefford Master Manufacturing Co Inc)
Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of the appropriate Revolving Credit Lender or Tranche B Term Loan Lender, as the case may be, (i) the then unpaid principal amount of each Revolving Credit Loan of such Revolving Credit Lender on the Revolving Credit Termination Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8) and (ii) to the applicable Swing Line Lender the then unpaid principal amount of each Tranche B Term Swing Line Loan of such Tranche B Term Loan Swing Line Lender on the maturity date thereof (but in installments according to any event not later than the amortization schedule set forth Revolving Credit Termination Date), or in Section 2.3 (or each case on such earlier date on which the Loans become due and payable pursuant to Section 8)2.3(b) or 8. The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.142.11.
(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.
(c) The Administrative Agent, on behalf of the Borrower, shall maintain the Register pursuant to Section 10.6(d), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Loan made hereunder and any Note evidencing such Loan, the Type of such Loan and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender's ’s share thereof.
(d) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.7(b2.5(b) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement.
(e) The Borrower agrees that, upon its receipt of notice of the request to the Administrative Agent by any Lender, the Borrower will promptly execute and deliver to such Lender a promissory note of the Borrower evidencing any Tranche B Term Revolving Credit Loans or Revolving Credit Swing Line Loans, as the case may be, of such Lender, substantially in the forms of Exhibit F-1 C-1 or F-2C-2, respectively (a "Tranche B Term Note" or "“Revolving Credit Note"” or “Swing Line Note”, respectively), with appropriate insertions as to date and then outstanding principal amount; provided, that delivery of Notes shall not be a condition precedent to the occurrence of the Closing Date or the making of the Loans or issuance of Letters of Credit on the Closing Date.
Appears in 2 contracts
Samples: Credit Agreement (Northwestern Corp), Credit Agreement (Northwestern Corp)
Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Revolving Credit Lender or Tranche B Term Loan Lender, as the case may be, (i) the then unpaid principal amount of each Revolving Credit Loan of such Revolving Credit Lender on the Revolving Credit Termination Date (or on such earlier date on which the such Loans become due and payable pursuant to Section 8) and 7), (ii) the then unpaid principal amount of each Tranche A Term Loan on the Tranche A Term Loan Maturity Date, (iii) the then unpaid principal amount of each Tranche B Term Loan of such on the Tranche B Term Loan Lender in installments according to Maturity Date and (iv) the amortization schedule set forth in Section 2.3 (or then unpaid principal amount of each Incremental Term Loan on such earlier date on which the Loans become due and payable pursuant to Section 8)applicable Incremental Term Loan Maturity Date. The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans (other than the Tranche B Term Loans) from time to time outstanding from the date hereof Closing Date until payment in full thereof at the rates per annum, and on the date, set forth in Section 2.13. The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Tranche B Term Loans from time to time outstanding from the Restatement Funding Date until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.142.13.
(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.
(c) The Administrative Agent, on behalf of the Borrower, shall maintain the Register pursuant to Section 10.6(d9.6(d), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Loan made hereunder and any Note evidencing such Loan, the Type of such Loan thereof and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender's ’s share thereof.
(d) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.7(b2.6(b) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement.
(e) The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will promptly execute and deliver to such Lender a promissory note of the Borrower evidencing any Revolving Credit Loans, Tranche A Term Loans or Tranche B Term Loans or Revolving Credit Loans, as the case may be, of such Lender, substantially in the forms of Exhibit F-1 or F-2F-1, respectively (a "Tranche B Term Note" or "Revolving Credit Note"F-2 and F-3, respectively), with appropriate insertions as to date and principal amount; provided, provided that delivery of Notes such notes shall not be a condition precedent to the occurrence of the Closing Date or the making of the Loans on the Closing Date or the Restatement Funding Date.
Appears in 2 contracts
Samples: Credit Agreement (B&G Foods, Inc.), Credit Agreement (B&G Foods, Inc.)
Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Revolving Credit Lender or Tranche B Term Loan Lender, as the case may be, (i) the then unpaid principal amount of each Revolving Credit Loan of such Revolving Credit Lender on the Revolving Credit Termination Date (or such earlier date on which the Loans become due and payable pursuant to Section 8), (ii) the then unpaid principal amount of each Swing Line Loan of such Swing Line Lender on the Revolving Credit Termination Date (or such earlier date on which the Loans become due and payable pursuant to Section 8) and (iiiii) the principal amount of each Tranche B Term Loan of such Tranche B Term Loan Lender in installments according to the amortization schedule as set forth in Section 2.3 (or on such earlier date on which the Loans become due and payable pursuant to Section 8). The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.142.15.
(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.
(c) The Administrative Agent, on behalf of the Borrower, shall maintain the Register pursuant to Section 10.6(d10.6(e), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Loan made hereunder and any Note evidencing such Loan, the Type of such Loan thereof and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender's share thereof.
(d) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.7(b2.8(b) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the such Borrower by such Lender in accordance with the terms of this Agreement.
(e) The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will promptly execute and deliver to such Lender a promissory note of the Borrower evidencing any Tranche B Term Loans, Revolving Credit Loans or Revolving Credit Swing Line Loans, as the case may be, of such Lender, substantially in the forms of Exhibit F-1 G-1, G-2 or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note"G-3, respectively), with appropriate insertions as to date and principal amount; provided, that delivery of Notes shall not be a condition precedent to the occurrence of the Closing Date or the making of the Loans on the Closing Date.
Appears in 2 contracts
Samples: Credit Agreement (Grand Union Co /De/), Credit Agreement (Grand Union Co /De/)
Repayment of Loans; Evidence of Debt. (a) The Borrower Company hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Revolving Credit each Lender or Tranche B Term Loan Lender, as the case may be, (i) the then unpaid principal amount of each Revolving Credit Loan of such Revolving Credit Lender on the Revolving Credit Termination Date (or on such earlier date on which the Revolving Credit Loans become due and payable pursuant to Section 8) and (ii) the principal amount of each Tranche B Term Loan of such Tranche B Term Loan Lender in installments according to the amortization schedule set forth in Section 2.3 (or on such earlier date on which the Loans become due and payable pursuant to Section 8)Article 10). The Borrower Company hereby further agrees to pay interest on the unpaid principal amount of the Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.145.7.
(b) At all times during a period when a Cash Dominion Event has occurred and is continuing, (i) on each Business Day, the Administrative Agent shall apply all funds credited to the Collection Account as of 10:00 A.M., New York City time, on such Business Day (whether or not immediately available), first, to prepay any Protective Advances, second, to prepay the Revolving Credit Loans, third, to the payment of any Revolving L/C Obligations then outstanding, and fourth, to Cash Collateralize outstanding Letters of Credit, without a corresponding reduction in the Revolving Credit Commitments and (ii) on each Business Day following the last day of the Asset Sale Reserve Period, the Administrative Agent shall apply all funds credited to the Asset Sale Reserve Account as of 10:00 A.M., New York City time, on such Business Day (whether or not immediately available), first, to prepay any Protective Advances, second, to prepay the Revolving Credit Loans, third, to the payment of any Revolving L/C Obligations then outstanding, and fourth, to Cash Collateralize outstanding Letters of Credit, without a corresponding reduction in the Revolving Credit Commitments; provided that if the Asset Sale Reserve Period ends as a result of the Cash Dominion Event that commenced such Asset Sale Reserve Period no longer being continuing, the Administrative Agent shall promptly apply funds credited to the Asset Sale Reserve Account at the Borrower’s direction for any purpose not prohibited hereunder. Notwithstanding the foregoing, to the extent any funds credited to the Asset Sale Reserve Account constitute Net Proceeds of a Notes Priority Collateral Prepayment Event, the application of such proceeds shall be subject to Section 5.6(c).
(c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower Company to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.
(cd) The Administrative Agent, on behalf of the Borrower, Agent shall maintain the Register pursuant to Section 10.6(d), 12.6(d) and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Loan made hereunder and any Note evidencing such Loanhereunder, the Type of such Loan thereof and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower Company to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower Company and each Lender's ’s share thereof.
(de) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.7(b5.2(c) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower Company therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower Company to repay (with applicable interest) the Loans made to the Borrower such Company by such Lender in accordance with the terms of this Agreement.
(e) The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will promptly execute and deliver to such Lender a promissory note of the Borrower evidencing any Tranche B Term Loans or Revolving Credit Loans, as the case may be, of such Lender, substantially in the forms of Exhibit F-1 or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note", respectively), with appropriate insertions as to date and principal amount; provided, that delivery of Notes shall not be a condition precedent to the occurrence of the Closing Date or the making of the Loans on the Closing Date.
Appears in 2 contracts
Samples: Credit Agreement (NGL Energy Partners LP), Credit Agreement (NGL Energy Partners LP)
Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Revolving Credit Lender or Tranche B Term Loan Lender, as the case may be, (i) the then unpaid principal amount of each Revolving Credit Loan of such (1) the 2014 Revolving Credit Lender on the 2014 Revolving Credit Termination Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8) and (2) the 2017 Revolving Credit Lender on the 2017 Revolving Credit Termination Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8), (ii) the then unpaid principal amount of each Tranche B Swing Line Loan of such Swing Line Lender on the last Revolving Credit Termination Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8) and (iii) the then unpaid principal amount of each Term Loan of such Tranche B Term Loan Lender in installments according to on the amortization schedule set forth in Section 2.3 Term Loan Maturity Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8). The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans from time to time outstanding from the date hereof Closing Date until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.142.15.
(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.
(c) The Administrative Agent, on behalf of the Borrower, shall maintain the Register pursuant to Section 10.6(d10.6 (d), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Loan made hereunder and any Note evidencing such Loan, the Type of such Loan and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender's ’s share thereof.
(d) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.7(b2.8(b) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement.
(e) The Borrower agrees that, upon the request by the Administrative Agent as a result of a request to the Administrative Agent by any Lender, the Borrower will promptly execute and deliver to such Lender a promissory note of the Borrower evidencing any Tranche B Term Loans or Loans, substantially in the form of Exhibit F-1, Revolving Credit Loans, as the case may be, of such Lender, Loans substantially in the forms of Exhibit F-1 F-2 and F-3, as applicable, or F-2Swing Line Loans substantially in the form of Exhibit F-4, respectively as the case may be (a "Tranche B “Term Note" or "”, “Revolving Credit Note"” or “Swing Line Note”, respectively), with appropriate insertions as to date and principal amount; provided, that delivery of Notes shall not be a condition precedent to the occurrence of the Closing Restatement Effective Date or the making of the Loans or issuance of Letters of Credit on the Closing Restatement Effective Date.
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement (National CineMedia, LLC)
Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Revolving Credit Lender or Tranche B Term Loan Lender or the Swing Line Lender, as the case may be, (i) the then unpaid principal amount of each Revolving Credit Loan of such Revolving Credit Lender on the Revolving Credit Termination Date (or such earlier date on which the Loans become due and payable pursuant to Section 8), (ii) the then unpaid principal amount of each Swing Line Loan of the Swing Line Lender on the Revolving Credit Termination Date (or such earlier date on which the Loans become due and payable pursuant to Section 8) and (iiiii) the principal amount of each Tranche B Term Loan of such Tranche B Term Loan Lender in installments according to the amortization schedule set forth in Section 2.3 (or on such earlier date on which the Loans become due and payable pursuant to Section 8). The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.142.15.
(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.
(c) The Administrative Agent, on behalf of the Borrower, shall maintain the Register pursuant to Section 10.6(d10.6(b), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Loan made hereunder and any Note evidencing such Loan, the Type of such Loan thereof and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender's share thereof.
(d) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.7(b2.8(b) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the such Borrower by such Lender in accordance with the terms of this Agreement.
(e) The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will promptly execute and deliver to such Lender a promissory note of the Borrower evidencing any Tranche B Term Loans, Revolving Credit Loans or Revolving Credit Swing Line Loans, as the case may be, of such Lender, substantially in the forms of Exhibit F-1 G-1, G-2 or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note"G-3, respectively), with appropriate insertions as to date and principal amount; provided, that delivery of Notes shall not be a condition precedent to the occurrence of the Closing Date or the making of the Loans on the Closing Date.
Appears in 2 contracts
Samples: Credit Agreement (NBC Acquisition Corp), Credit Agreement (Nebraska Book Co)
Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Revolving Credit Lender or Tranche B Term Loan Lender, as the case may be, (i) the then unpaid principal amount of each Revolving Credit Loan of such Revolving Credit Lender on the Revolving Credit Termination Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8) and 8), (ii) the then unpaid principal amount of each Tranche B Swing Line Loan of such Swing Line Lender on the Revolving Credit Termination Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8) and (iii) the then unpaid principal amount of each Term Loan of such Tranche B Term Loan Lender in installments according to on the amortization schedule set forth in Section 2.3 Term Loan Maturity Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8). The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.142.15.
(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.
(c) The Administrative Agent, on behalf of the Borrower, shall maintain the Register pursuant to Section 10.6(d10.6(c), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Loan made hereunder and any Note evidencing such Loan, the Type of such Loan and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender's ’s share thereof.
(d) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.7(b2.8(b) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement.
(e) The Borrower agrees that, upon the request by the Administrative Agent as a result of a request to the Administrative Agent by any Lender, the Borrower will promptly execute and deliver to such Lender a promissory note of the Borrower evidencing any Tranche B Term Loans, Revolving Credit Loans or Revolving Credit Swing Line Loans, as the case may be, of such Lender, substantially in the forms of Exhibit F-1 F-1, F-2 or F-2F-3, respectively (a "Tranche B “Term Note" or "”, “Revolving Credit Note"” or “Swing Line Note”, respectively), with appropriate insertions as to date and principal amount; provided, that delivery of Notes shall not be a condition precedent to the occurrence of the Closing Date or the making of the Loans or issuance of Letters of Credit on the Closing Date.
Appears in 2 contracts
Samples: Credit Agreement (National CineMedia, Inc.), Credit Agreement (National CineMedia, Inc.)
Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Revolving Credit Lender or Tranche B Term Loan Lender, as the case may be, (i) the then unpaid principal amount of each Revolving Credit Loan of such Revolving Credit Lender on the Revolving Credit Termination Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8) 7) and (ii) the principal amount of each Tranche B Term Loan of such Tranche B Term Loan Lender in installments according to the amortization schedule set forth in Section 2.3 (or on such earlier date on which the Loans become due and payable pursuant to Section 8)7). The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.142.13.
(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.
(c) The Administrative Agent, on behalf of the Borrower, shall maintain the Register pursuant to Section 10.6(d9.6(e), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Loan made hereunder and any Note evidencing such Loan, the Type of such Loan thereof and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender's share thereof.
(d) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.7(b2.6(b) shall, to the extent permitted by applicable lawlaw and absent manifest error, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the such Borrower by such Lender in accordance with the terms of this Agreement.
(e) The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will promptly execute and deliver to such Lender a promissory note of the Borrower evidencing any Tranche B Term Loans or Revolving Credit Loans, as the case may be, of such Lender, substantially in the forms of Exhibit F-1 K-1 or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note"K-2, respectively), with appropriate insertions as to date and principal amount; provided, that delivery of Notes shall not be a condition precedent to the occurrence of the Closing Date or the making of the Loans on the Closing Date.
Appears in 2 contracts
Samples: Credit Agreement (Bear Island Finance Co Ii), Credit Agreement (Bear Island Finance Co Ii)
Repayment of Loans; Evidence of Debt. (a) The Borrower Borrowers hereby unconditionally promises promise to pay to the Administrative Agent for the account of the appropriate Revolving Credit each Lender or Tranche B Term Loan Lender, as the case may be, (i) the then unpaid principal amount of each Revolving Credit Loan of such Revolving Credit Lender on the Revolving Credit Termination Date Date, (ii) the principal amount of the Tranche B Term Loan (including the principal amount of any Incremental Term Loan that is a Tranche B Term Loan) of such Lender, in installments, payable on each Tranche B Installment Payment Date, in accordance with subsection 4.6(b) (or the then unpaid principal amount of such Tranche B Term Loan on such earlier the date on which that the Tranche B Term Loans become due and payable pursuant to Section 8) 9), and (iiiii) the then unpaid principal amount of each Tranche B Term Loan the Swing Line Loans of such Tranche B Term Loan the Swing Line Lender in installments according to on the amortization schedule set forth in Section 2.3 (or on such earlier date on which the Loans become due and payable pursuant to Section 8)Revolving Credit Termination Date. The Borrower Borrowers hereby further agrees agree to pay interest on the unpaid principal amount of the Loans from time to time outstanding from the date hereof Closing Date until payment in full thereof at the rates per annum, annum and on the dates, dates set forth in Section 2.14subsection 4.8.
(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower Borrowers to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.
(c) The Administrative Agent, on behalf of the Borrower, Agent shall maintain the Register pursuant to Section 10.6(dsubsection 11.6(d), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Revolving Credit Loan, Tranche B Term Loan and any Incremental Term Loan made hereunder and any Note evidencing such Loanhereunder, the Type of such Loan thereof and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower Borrowers to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower Borrowers and each Lender's ’s share thereof.
(d) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.7(bsubsection 4.16(b) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower Borrowers therein recorded; provided, however, provided that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower Borrowers to repay (with applicable interest) the Loans made to the Borrower Borrowers by such Lender or to repay any other obligations in accordance with the terms of this Agreement.
(e) The Borrower agrees Borrowers agree that, upon the request to the Administrative Agent by any Lender, the Borrower Borrowers will promptly execute and deliver to such Lender (i) a promissory note of the Borrower Borrowers evidencing any Tranche B Term Loans or the Revolving Credit Loans, as the case may be, Loans of such Lender, substantially in the forms form of Exhibit F-1 or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note", respectively), A hereto with appropriate insertions as to date and principal amount; providedamount (a “Revolving Credit Note”), that delivery of Notes shall not be (ii) a condition precedent to the occurrence promissory note of the Closing Date or Borrowers evidencing the making Tranche B Term Loan of such Lender, substantially in the form of Exhibit B hereto with appropriate insertions as to date and principal amount (a “Tranche B Term Note”), (iii) a promissory note of the Borrowers evidencing any Incremental Term Loan of such Lender (an “Incremental Term Note”) and/or (iv) in the case of the Swing Line Lender, a promissory note of the Borrowers evidencing the Swing Line Loans on of the Closing DateSwing Line Lender, substantially in the form of Exhibit C hereto with appropriate insertions as to date and principal amount (the “Swing Line Note”).
Appears in 1 contract
Repayment of Loans; Evidence of Debt. (a) The Each Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the each appropriate Revolving Credit Lender or Tranche B and Term Loan Lender, as the case may be, (i) the then unpaid principal amount of each Revolving Credit Loan of such Revolving Credit Lender on the Revolving Credit Termination Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8) 7), and (ii) the principal amount of each Tranche B Term Loan of such Tranche B Term Loan Lender in installments according to the amortization schedule set forth in Section 2.3 (or on such earlier date on which the Loans become due and payable pursuant to Section 8)7). The Each Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans from time to time outstanding from the date hereof Closing Date until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.142.13.
(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower Borrowers to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.
(c) The Administrative Agent, on behalf of the BorrowerBorrowers, shall maintain the Register pursuant to Section 10.6(d), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Loan made hereunder and any Note evidencing such Loan, the Type of such Loan and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower Borrowers to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower Borrowers and each Lender's ’s share thereof.
(d) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.7(b2.6(b) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower Borrowers therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower Borrowers to repay (with applicable interest) the Loans made to the Borrower Borrowers by such Lender in accordance with the terms of this Agreement.
(e) The Each Borrower agrees that, upon the request to of the Administrative Agent by on behalf of any Lender, the Borrower Borrowers will promptly execute and deliver to such Lender a promissory note of the Borrower Borrowers evidencing any Tranche B Term Loans or Revolving Credit Loans, as the case may be, of such Lender, substantially in the forms of Exhibit F-1 or F-2, respectively (a "Tranche B “Term Note" ” or "“Revolving Credit Note"”, respectively), with appropriate insertions as to date and principal amount; provided, that delivery of Notes shall not be a condition precedent to the occurrence of the Closing Date or the making of the Loans on the Closing Date.
Appears in 1 contract
Samples: Credit Agreement (MVC Capital, Inc.)
Repayment of Loans; Evidence of Debt. (a) The Borrower Borrowers hereby unconditionally promises unconditionally, and jointly and severally, promise to pay to the Administrative Agent for the account of the appropriate Revolving Credit Lender or Tranche B Term Loan Lender, as the case may be, (i) the then unpaid principal amount of each Revolving Credit Loan of such Revolving Credit Lender on the Revolving Credit Termination Maturity Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8) and Article 8), (ii) the principal amount of each Tranche B Initial Term Loan or Refinancing Term Loan, as applicable, of such Tranche B Term Loan Lender made to such Borrower in installments according to the amortization schedule set forth in Section 2.3 2.03 (or on such earlier date on which the Loans become due and payable pursuant to Section Article 8) and (iii) the principal amount of each Incremental Term Loan of such Incremental Term Loan Lenders made to such Borrower on the Incremental Term Loan Maturity Date (or on such earlier date on which the Loans become due and payable pursuant to Article 8). The Each Borrower hereby further agrees agree to pay interest on the unpaid principal amount of the Loans made to it from time to time outstanding from the date hereof Closing Date until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.142.13.
(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the each Borrower to such Lender resulting from each Loan of such Lender made to such Borrower from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.
(c) The Administrative Agent, on behalf of the Borrower, Agent shall maintain the Register pursuant to Section 10.6(d), and a subaccount therein for each Lender, accounts in which shall be recorded it will record (i) the amount of each Loan made hereunder and any Note evidencing such Loan, the Type of such Loan and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower Borrowers to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the any Borrower and each Lender's ’s share thereof.
(d) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.7(b2.06(c) above shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the each Borrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such accountaccounts, or any error therein, shall not in any manner affect the obligation of the any Borrower to repay (with applicable interest) the Loans made to the such Borrower by such Lender in accordance with the terms of this Agreement.
(e) The Each Borrower agrees that, upon the request to the Administrative Agent by any Lender, the such Borrower will promptly execute and deliver to such Lender a promissory note Note of the such Borrower evidencing any Tranche B Term Loans or Revolving Credit Loans, as the case may be, of such Lender, substantially in the forms of Exhibit F-1 or F-2, respectively (a "Tranche B “Term Note" ” or "“Revolving Credit Note"”, respectively), with appropriate insertions as to date and principal amount; provided, that delivery of Notes shall not be a condition precedent to the occurrence of the Closing Date or the making of the Loans on the Closing Date.
Appears in 1 contract
Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Revolving Credit Lender, Incremental Revolving Credit Lender or Tranche B Term Loan Lender or the Swing Line Lender, as the case may be, (i) the then unpaid principal amount of each Revolving Credit Loan of such Revolving Credit Lender on the Revolving Credit Termination Date (or such earlier date on which the Loans become due and payable pursuant to Section 8), (ii) the then unpaid principal amount of each Incremental Revolving Credit Loan of such Incremental Revolving Credit Lender on the Incremental Revolving Credit Termination Date (or such earlier date on which the Loans become due and payable pursuant to Section 8), (iii) the then unpaid principal amount of each Swing Line Loan of the Swing Line Lender on the Revolving Credit Termination Date (or such earlier date on which the Loans become due and payable pursuant to Section 8) and (iiiv) the principal amount of each Tranche B Term Loan of such Tranche B Term Loan Lender in installments according to the amortization schedule set forth in Section 2.3 (or on such earlier date on which the Loans become due and payable pursuant to Section 8). The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.142.15.
(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.
(c) The Administrative Agent, on behalf of the Borrower, shall maintain the Register pursuant to Section 10.6(d10.6(b), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Loan made hereunder and any Note evidencing such Loan, the Type of such Loan thereof and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender's share thereof.
(d) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.7(b2.8(b) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the such Borrower by such Lender in accordance with the terms of this Agreement.
(e) The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will promptly execute and deliver to such Lender a promissory note of the Borrower evidencing any Tranche B Term Loans, Revolving Credit Loans, Incremental Revolving Credit Loans or Revolving Credit Swing Line Loans, as the case may be, of such Lender, substantially in the forms of Exhibit F-1 G-1, G-2 or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note"G-3, respectively), with appropriate insertions as to date and principal amount; provided, that delivery of Notes shall not be a condition precedent to the occurrence of the Closing Date or the making of the Loans on the Closing Date.
Appears in 1 contract
Samples: Credit Agreement (Nebraska Book Co)
Repayment of Loans; Evidence of Debt. vi)
(ai) The Term Loan of each Term Lender shall be repayable on the last day of each March, June, September and December (commencing on September 30, 2011) in an amount equal to the product of (x) such Term Lender’s Term Percentage multiplied by (y) an amount equal to 0.25% of the aggregate principal amount of the Term Loans on the Amendment Effective Date. To the extent not previously paid, all Term Loans shall be due and payable on the Term Loan Maturity Date (or such earlier date on which the Term Loans become due and payable pursuant to Section 8).
(ii) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Revolving Credit Lender or Tranche B Term Loan Lender, as the case may be, (i) the then unpaid principal amount of each Revolving Credit Loan of such Revolving Credit Lender on the Revolving Credit Termination Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8) and (ii) the principal amount of each Tranche B Term Loan of such Tranche B Term Loan Lender in installments according to the amortization schedule set forth in Section 2.3 (or on such earlier date on which the Revolving Credit Loans become due and payable pursuant to Section 8). The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Revolving Credit Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.142.10.
(ba) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.
(cb) The Administrative Agent, on behalf of the Borrower, shall maintain the Register pursuant to Section 10.6(d), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Loan made hereunder and any Note evidencing such Loan, the Type of such Loan thereof and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender's ’s share thereof.
(dc) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.7(b2.3(b) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the such Borrower by such Lender in accordance with the terms of this Agreement.
(ed) The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will promptly execute and deliver to such Lender a promissory note of the Borrower evidencing any Tranche B Term Loans or Revolving Credit Loans, as the case may be, of such Lender, substantially in the forms form of Exhibit F-1 or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note", respectively)as applicable, with appropriate insertions as to date and principal amount; provided, that delivery of Notes shall not be a condition precedent to the occurrence of the Closing Date or the making of the Loans on the Closing Date.
Appears in 1 contract
Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Revolving Credit Lender or Tranche B Term Loan Lender, as the case may be, (i) the then unpaid principal amount of each Revolving Credit Loan of such Revolving Credit Lender on the Revolving Credit Termination Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8) 8.2) of each Revolving Credit Loan of such Lender made to the Borrower and (ii) the then unpaid principal amount of each Tranche B Term Loan of such Tranche B Term Loan Lender in installments according to on the amortization schedule set forth in Section 2.3 Revolving Credit Termination Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8)8.2) of each Swing Line Loan of such Swing Line Lender made to the Borrower. The Borrower hereby further agrees to pay interest to the Administrative Agent for the account of the appropriate Lender on the unpaid principal amount of the Loans made to it from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.142.11.
(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.
(c) The Administrative Agent, on behalf of the Borrower, shall maintain the Register pursuant to Section 10.6(d10.7(c), and a subaccount therein for each Lender, in which shall be recorded be
(i) the amount of each Loan to the Borrower made hereunder and any Note evidencing such Loan, the Type of such Loan and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from or for the account of the Borrower and each Lender's ’s share thereof. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.
(d) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.7(b2.5(b) shall, to the extent permitted by applicable lawLaw, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower it by such Lender in accordance with the terms of this Agreement.
(e) The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower it will promptly execute and deliver to such Lender a promissory note of the Borrower evidencing any Tranche B Term Revolving Credit Loans or Revolving Credit Swing Line Loans, as the case may be, of made by such LenderLender to the Borrower, substantially in the forms of Exhibit F-1 C-1 or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note"C-2, respectively), with appropriate insertions as to date and principal amount; provided. Each Lender may attach schedules to its Note and endorse thereon the date, that delivery Type (if applicable), amount and maturity of Notes shall not be a condition precedent its Loans and payments with respect thereto.
(f) In addition to the occurrence accounts and records referred to herein above, each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Closing Date or Administrative Agent shall control in the making absence of the Loans on the Closing Datemanifest error.
Appears in 1 contract
Samples: Credit Agreement (White Mountains Insurance Group LTD)
Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to repay Initial Term Loans to the Administrative Agent for the account of each Term Lender (i) commencing December 31, 2019, on the last Business Day of each March, June, September and December prior to the Initial Term Loan Maturity Date (each such date being referred to as a “Loan Installment Date”), in each case in an amount equal to 0.25% of the original principal amount of the 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 and Section 9.05(g) or increased as a result of any increase in the amount of such Initial Term Loans pursuant to Section 2.22(a)), and (ii) on the Initial Term Loan Maturity Date, in an amount equal to the remainder of the principal amount of the Initial Term Loans, outstanding on such date, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment.
(b) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate each Revolving Credit Lender or Tranche B Term Loan Lender, as the case may be, (i) the then unpaid principal amount of each Revolving Credit Loan of such Revolving Credit Lender on the Revolving Credit Termination Date Maturity Date. On the Revolving Credit Maturity Date, the Borrower shall (A) cancel and return all outstanding Letters of Credit (or alternatively, with respect to any outstanding Letter of Credit, furnish to the Administrative Agent a Cash deposit (or if reasonably acceptable to the relevant Issuing Bank, a backup standby letter of credit) equal to 103% of the LC Exposure (minus the amount then on deposit in the LC Collateral Account) as of such earlier date on which the Loans become due and payable pursuant to Section 8) date) and (iiB) the principal amount of each Tranche B Term Loan of such Tranche B Term Loan Lender in installments according to the amortization schedule set forth in Section 2.3 (or on such earlier date on which the Loans become due and payable pursuant to Section 8). The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans from time to time outstanding from the date hereof until make payment in full thereof at of all accrued and unpaid fees and all reimbursable expenses and other Obligations with respect to the rates per annumRevolving Facility then due, together with accrued and on the dates, set forth in Section 2.14unpaid interest (if any) thereon.
(bc) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan of made by such Lender from time to timeLender, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreementhereunder.
(cd) The Administrative Agent, on behalf of the Borrower, Agent shall maintain the Register pursuant to Section 10.6(d), and a subaccount therein for each Lender, accounts in which it shall be recorded record (i) the amount of each Loan made hereunder and any Note evidencing such Loanhereunder, the Class and Type of such Loan thereof and each the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from for the Borrower account of the Lenders and each Lender's ’s share thereof.
(de) The entries made in the Register and the accounts of each Lender maintained pursuant to paragraphs (c) or (d) of this Section 2.7(b) shall, to the extent permitted by applicable law, shall be prima facie evidence of the existence and amounts of the obligations of the Borrower recorded therein recorded(absent manifest error); provided, however, provided that the failure of any Lender or the Administrative Agent to maintain the Register such accounts or any such account, or any manifest error therein, therein shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement; provided, further, that in the event of any inconsistency between the accounts maintained by the Administrative Agent pursuant to paragraph (d) of this Section and any Lender’s records, the accounts of the Administrative Agent shall govern.
(ef) The Borrower agrees that, upon the Any Lender may request to the Administrative Agent that Loans made by any Lenderit be evidenced by a Promissory Note. In such event, the Borrower will promptly shall prepare, execute and deliver to such Lender a promissory note of Promissory Note payable to such Lender and its registered assigns; it being understood and agreed that such Lender (and/or its applicable assign) shall be required to return such Promissory Note to the Borrower evidencing any Tranche B Term Loans or Revolving Credit Loans, as the case may be, of such Lender, substantially in the forms of Exhibit F-1 or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note", respectively), accordance with appropriate insertions as to date Section 9.05(b)(iii) and principal amount; provided, that delivery of Notes shall not be a condition precedent to upon the occurrence of the Closing Termination Date (or the making of the Loans on the Closing Dateas promptly thereafter as practicable).
Appears in 1 contract
Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Dollar Revolving Credit Lender or Tranche B and the Dollar Swing Line Lender and to the Administrative Agent for the account of the appropriate Term Loan Lender, as the case may be, (i) the then unpaid principal amount of each Dollar Revolving Credit Loan of such Dollar Revolving Credit Lender on the Revolving Credit Termination Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8), (ii) the then unpaid principal amount of each Dollar Swing Line Loan of such Dollar Swing Line Lender on the Revolving Credit Termination Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8) and (iii) the principal amount of each Tranche B Term Loan of such Tranche B Term Loan Lender in installments according to the amortization schedule set forth in Section 2.3 and, in any event, in full on May 4, 2014 (or on such earlier date on which the Loans become due and payable pursuant to Section 8) and (iv) with respect to any Incremental Term Loan under an Incremental Term Loan Facility, the principal amount of each Incremental Term Loan of the relevant series of Incremental Term Loans according to the relevant repayment schedule agreed to by the Lenders of such Incremental Term Loan pursuant to Section 2.25 (or on such earlier date on which the Loans become due and payable pursuant to Section 8).
(b) The Borrower and each Foreign Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Multicurrency Revolving Credit Lender or the Euro Swing Line Lender (i) the then unpaid amount of each Multicurrency Revolving Credit Loan of such Multicurrency Revolving Credit Lender on the Revolving Credit Termination Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8) and (ii) the then unpaid principal amount of each Tranche B Term Euro Swing Line Loan of such Tranche B Term Loan Euro Swing Line Lender in installments according to on the amortization schedule set forth in Section 2.3 Revolving Credit Termination Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8). .
(c) The German Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate German Revolving Credit Lender (i) the then unpaid principal amount of each German Revolving Credit Loan of such German Revolving Credit Lender on the Revolving Credit Termination Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8) and (ii) the then unpaid principal amount of each German Swing Line Loan of such German Swing Line Lender on the Revolving Credit Termination Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8).
(d) Each of the Borrower and each Foreign Borrower hereby further agrees agree to pay interest on the unpaid principal amount of the Loans borrowed by the Borrower and each Foreign Borrower, as applicable, from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.142.15.
(be) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower and each Foreign Borrower, as applicable, to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.
(cf) The Administrative Agent, on behalf of the Borrower, Borrower and each Foreign Borrower shall maintain the Register pursuant to Section 10.6(d), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Loan made hereunder and any Note evidencing such Loan, the Type of such Loan and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower and each Foreign Borrower, as applicable, to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Foreign Borrower and each Lender's ’s share thereof.
(dg) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.7(b2.8(e) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower and each Foreign Borrower therein recorded; provided, however, that the failure of any Lender Lender, the Administrative Agent or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower or each Foreign Borrower, as applicable, to repay (with applicable interest) the Loans made to the Borrower any each Foreign Borrower by such Lender in accordance with the terms of this Agreement.
(eh) The Each of the Borrower agrees and each Foreign Borrower agree that, upon the request to the Administrative Agent by any Lender, the Borrower or each Foreign Borrower, as applicable, will promptly execute and deliver to such Lender a promissory note of the Borrower or such Foreign Borrower evidencing any Tranche B Term Loans or Loans, Revolving Credit Loans and Swing Line Loans, as the case may be, be of such Lender, Lender substantially in the forms of Exhibit F-1 G-1, G-2 or F-2, respectively (a "Tranche B G-3(a “Term Note" or "”, “Revolving Credit Note"” or “Swing Line Note”, respectively), with appropriate insertions as to date and principal amount; provided, that delivery of Notes shall not be a condition precedent to the occurrence of the Closing Date or the making of the Loans on the Closing DateDate and the obligations of the Borrower and each Foreign Borrower in respect of each Loan shall be enforceable in accordance with the Loan Documents whether or not evidenced by any Note.
Appears in 1 contract
Repayment of Loans; Evidence of Debt. (a) The Borrower Company hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Revolving Credit each Lender or Tranche B Term Loan Lender, as the case may be, (i) the then unpaid principal amount of each Revolving Credit Loan of such Revolving Credit Lender on the Revolving Credit Termination Date, (ii) the principal amount of the Term Loan of such Lender, in twelve consecutive installments, payable on each Installment Payment Date (or on the then unpaid principal amount of such earlier Term Loan, or the date on which that the Term Loans become due and payable pursuant to Section 8) 9 and on the Maturity Date and (iiiii) the then unpaid principal amount of each Tranche B Term Loan the Swing Line Loans of such Tranche B Term Loan the Swing Line Lender in installments according to on the amortization schedule set forth in Section 2.3 (or on such earlier date on which the Loans become due and payable pursuant to Section 8)Revolving Credit Termination Date. The Borrower Company hereby further agrees to pay interest on the unpaid principal amount of the Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.14subsection 4.5.
(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower Company to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.
(c) The Administrative Agent, on behalf of the Borrower, Agent shall maintain the Register pursuant to Section 10.6(dsubsection 11.6(d), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Revolving Credit Loan and Term Loan made hereunder and any Note evidencing such Loanhereunder, the Type of such Loan thereof and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower Company to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower Company and each Lender's share thereof.
(d) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.7(bsubsection 4.13(b) shall, to the extent permitted by applicable law, be prima facie PRIMA FACIE evidence of the existence and amounts of the obligations of the Borrower Company therein recorded; providedPROVIDED, howeverHOWEVER, that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower Company to repay (with applicable interest) the Loans made to the Borrower such Company by such Lender in accordance with the terms of this Agreement.
(e) The Borrower Company agrees that, upon the request to the Administrative Agent by any Lender, the Borrower Company will promptly execute and deliver to such Lender (i) a promissory note of the Borrower Company evidencing any Tranche B Term Loans or the Revolving Credit Loans, as the case may be, Loans of such Lender, substantially in the forms form of Exhibit F-1 or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note", respectively), A with appropriate insertions as to date and principal amount; providedamount (a "REVOLVING CREDIT NOTE"), that delivery of Notes shall not be and/or (ii) a condition precedent to the occurrence promissory note of the Closing Date or Company evidencing the making Term Loan of such Lender, substantially in the form of Exhibit B with appropriate insertions as to date and principal amount (a "TERM LOAN NOTE"), and/or (iii) in the case of the Swing Line Lender, a promissory note of the Company evidencing the Swing Line Loans on of the Closing DateSwing Line Lender, substantially in the form of Exhibit C with appropriate insertions as to date and principal amount (the "SWING LINE NOTE ").
Appears in 1 contract
Samples: Credit Agreement (Prime Service Inc)
Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Revolving Credit Lender or Tranche B Term Loan Lender, as the case may be, (i) the then unpaid principal amount of each Revolving Credit Loan of such Revolving Credit Lender on the Revolving Credit Termination Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8) and Date, (ii) the then unpaid principal amount of each Tranche B Term Loan of such Tranche B Term Loan Lender in installments according to on the amortization schedule set forth in Section 2.3 Termination Date or (iii) the then unpaid amount of each Protective Advance on the earliest of (A) the Termination Date, (B) the day that is 30 days after the making of such Protective Advance (or on if such earlier date on which day is not a Business Day, the Loans become due next succeeding Business Day) and payable pursuant to Section 8)(C) demand by the Administrative Agent. The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.142.12.
(b) During any Cash Dominion Period that exists other than as a result of an Event of Default, on each Business Day, the Administrative Agent may, in its Permitted Discretion (unless otherwise directed by the Required Lenders), apply all funds credited to the Collection Account or Concentration Account as of 10:00 a.m., New York City time, on such Business Day (whether or not immediately available) first to prepay any Protective Advances that may be outstanding, pro rata, second to prepay the Revolving Credit Loans (without a corresponding reduction in Revolving Credit Commitments) and cash collateralize Letters of Credit, and third to prepay the Term Loans; provided that during an Event of Default, all such amounts shall be applied in accordance with Section 8.2.
(c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.
(cd) The Administrative Agent, on behalf of the Borrower, shall maintain the Register pursuant to Section 10.6(d10.6(b), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Loan made hereunder and any Note evidencing such Loan, the Type of such Loan thereof and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender's ’s share thereof.
(de) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.7(b) 2.5 shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the such Borrower by such Lender in accordance with the terms of this Agreement.
(ef) The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will promptly execute and deliver to such Lender a promissory note of the Borrower evidencing any Tranche B Term Revolving Credit Loans or Revolving Credit Term Loans, as the case may be, of such Lender, substantially in the forms of Exhibit F-1 G-1 or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note"G-2, respectively), with appropriate insertions as to date and principal amount; provided, that delivery of Notes shall not be a condition precedent to the occurrence of the Closing Date or the making of the Loans on the Closing Date.
Appears in 1 contract
Samples: Secured Superpriority Debtor in Possession Credit Agreement (NBC Acquisition Corp)
Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate each (i) Revolving Credit Lender or Tranche B Term Loan Lender, as the case may be, (i) the then unpaid principal amount of each Revolving Credit Loan of such Revolving Credit Lender on the Revolving Credit Termination Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8) and Date, (ii) Initial Term Loan Lender (x) in semi-annual installments beginning on the date six months following the Initial Term Loan Date and ending on the date six months prior to the Initial Term Loan Maturity Date, an amount equal to $2,500,000 for each installment and (y) the then unpaid principal amount of each Tranche B Initial Term Loan of such Tranche B on the Initial Term Loan Maturity Date and (iii) each Additional Term Loan Lender the amounts indicated in installments according to the amortization schedule set forth in Section 2.3 (or on applicable Term Loan Addendum at such earlier date on which the Loans become due and payable pursuant to Section 8). The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.14times as therein indicated.
(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan of made by such Lender from time to timeLender, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreementhereunder.
(c) The Administrative Agent, on behalf of the Borrower, Agent shall maintain the Register pursuant to Section 10.6(d), and a subaccount therein for each Lender, accounts in which it shall be recorded record (i) the amount of each Loan made hereunder and any Note evidencing hereunder; the Type thereof; whether such Loan is a Term Loan or a Revolving Credit Loan; for each Term Loan, whether such Term Loan is an Initial Term Loan or Additional Term Loan; for each Additional Term Loan, the Type of series designation for such Loan Additional Term Loan; and each the Interest Period applicable theretoto each Loan made hereunder, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from for the Borrower account of the Lenders and each Lender's share thereof.. SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT
(d) The entries made in the Register and the accounts of each Lender maintained pursuant to paragraph (b) or (c) of this Section 2.7(b) shall, to the extent permitted by applicable law, 2.2 shall be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recordedrecorded therein; provided, however, provided that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, accounts or any error therein, therein shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement.
(e) The Borrower agrees that, upon Any Lender may request that the request to Revolving Credit Loans or the Administrative Agent Term Loans made by any Lenderit be evidenced by a promissory note. In such event, the Borrower will promptly shall prepare, execute and deliver to such Lender a promissory note of the Borrower evidencing any Tranche B Term Loans or Revolving Credit Loans, as the case may be, of such Lender, substantially in the forms form of Exhibit F-1 or F-2, respectively A-1 hereto (a "Tranche B Term Note" or "Revolving Credit Note", respectively), with appropriate insertions or a promissory note substantially in the form of Exhibit A-2 hereto (a "Initial Term Loan Note"), or a promissory note substantially in the form of Exhibit A-3 hereto (a "Additional Term Loan Note"), as to date and principal amount; providedapplicable, that delivery of Notes shall not be a condition precedent payable to the occurrence order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns). Thereafter, the Loans evidenced by any such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 11.6) be represented by one or more promissory notes in such form payable to the order of the Closing Date or the making of the Loans on the Closing Datepayee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).
Appears in 1 contract
Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Revolving Credit applicable Lender or Tranche B Term Loan Lender, as the case may be, (i) the then unpaid principal amount of each Revolving Credit Loan, Reimbursement Obligation and other Obligations under the Loan Documents of the Borrower owing to such Revolving Credit Lender on the Revolving Credit Termination Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8) and (ii) the principal amount of each Tranche B Term Loan of such Tranche B Term Loan Lender in installments according to the amortization schedule set forth in Section 2.3 mature or Reimbursement Obligations (or on such earlier date on which the Loans become due and other Obligations) are payable pursuant to Section 8)in accordance with this Agreement). The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Revolving Loans and Reimbursement Obligations from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.144.3.
(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.
(c) The Administrative Agent, on behalf of the Borrower, shall maintain the Register pursuant to Section 10.6(d11.6(d), and a subaccount therein for each Lender, in which shall be recorded (i) the Commitment of such Lender, (ii) the amount of each Loan made hereunder and hereunder, any Note evidencing such Loan, the maturity date thereof and the Interest Period, if any, applicable thereto, each Credit, the expiration date of each Credit (which is a Letter of Credit), and the Type of such Loan and each Interest Period applicable theretoor Credit, (iiiii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iiiiv) both the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender's ’s share thereof.
(d) The Pursuant to and subject to Section 11.6(d), the entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.7(b4.6(b) shall, to the extent permitted by applicable lawLaw, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans and other Extensions of Credit made to the Borrower by such Lender in accordance with the terms of this Agreement. In accordance with Section 11.6(d), absent manifest error, in the event of any discrepancy between the Register and the records of any Lender as to the existence and amounts of the Obligations, the Register shall control.
(e) The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will promptly shall execute and deliver to such Lender a promissory note of evidencing the Borrower evidencing any Tranche B Term Loans or Revolving Credit Loans, as the case may be, of such Lender, substantially in the forms form of Exhibit F-1 or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note", respectively)G, with appropriate insertions as to date and principal amount; providedamount (as amended, that delivery of Notes shall not be modified or supplemented from time to time, a condition precedent to the occurrence of the Closing Date or the making of the Loans on the Closing Date“Note”).
Appears in 1 contract
Samples: Credit Agreement (Green Plains Renewable Energy, Inc.)
Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Revolving Credit Lender or Tranche B Term Loan Lender or the Swing Line Lender, as the case may be, (i) the then unpaid principal amount of each Revolving Credit Loan of such Revolving Credit Lender on the Revolving Credit Termination Date (or such earlier date on which the Loans become due and payable pursuant to Section 8), (ii) the then unpaid principal amount of each Swing Line Loan of the Swing Line Lender on the Revolving Credit Termination Date (or such earlier date on which the Loans become due and payable pursuant to Section 8) and (iiiii) the principal amount of each Tranche B Term Loan of such Tranche B Term Loan Lender in installments according to the amortization schedule set forth in Section 2.3 (or on such earlier date on which the Loans become due and payable pursuant to Section 8). The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.142.15.
(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.
(c) The Administrative Agent, on behalf of the Borrower, shall maintain the Register pursuant to Section 10.6(d), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Loan made hereunder and any Note evidencing such 45 Loan, the Type of such Loan thereof and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender's share thereof.
(d) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.7(b2.8(b) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the such Borrower by such Lender in accordance with the terms of this Agreement.
(e) The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will promptly execute and deliver to such Lender a promissory note of the Borrower evidencing any Tranche B Term Loans, Revolving Credit Loans or Revolving Credit Swing Line Loans, as the case may be, of such Lender, substantially in the forms of Exhibit F-1 G-1, G-2 or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note"G-3, respectively), with appropriate insertions as to date and principal amount; provided, that delivery of Notes shall not be a condition precedent to the occurrence of the Closing Date or the making of the Loans on the Closing Date.
Appears in 1 contract
Samples: Credit Agreement (Nebraska Book Co)
Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Lender the appropriate Revolving Credit Lender or Tranche B Term Loan Lender, as the case may be, (i) the then then-unpaid principal amount of each Revolving Credit Loan of such Revolving Credit Lender on the Revolving Credit Termination Maturity Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8) and (ii) to the Administrative Agent for the account of each Term Loan Lender (A) the principal amount of the Term Loans in installments payable on the last day of each Tranche B calendar quarter during the term of this Agreement, commencing on March 31, 2018, with such installments being in the aggregate principal amount for all Term Loan Lenders of (1) one and one-quarter percent (1.25%) of the original aggregate principal amount of the Term Loans, with the first such Tranche B Term Loan Lender in installments according payment to the amortization schedule set forth in Section 2.3 (or be made on such earlier date on which the Loans become due March 31, 2018 and payable pursuant to Section 8). The Borrower hereby further agrees to pay interest on the last day of each calendar quarter thereafter through and including the calendar quarter ending December 31, 2021, and (2) two and one-half percent (2.50%) of the original aggregate principal amount of the Term Loans, with the first such payment to be made on March 31, 2022 and on the last day of each calendar quarter thereafter and (B) the then-unpaid principal amount of the Term Loans from time on the Maturity Date. In the event Incremental Term Loans are advanced pursuant to time outstanding from Section 2.20, the original principal amount of such Incremental Term Loans shall be payable, and the Borrower hereby unconditionally promises to pay such Incremental Term Loans, in quarterly installments payable on the last day of each calendar quarter, commencing on the last day of the first full calendar quarter after the date hereof until payment on which such Incremental Term Loans are advanced, in full thereof at the rates per annumsame percentage amounts set forth above (expressed as a percentage of the original principal amount of such Incremental Term Loans), and as if such Incremental Term Loans had been advanced on the datesEffective Date, set forth in Section 2.14with the then-unpaid principal amount of such Incremental Term Loans payable on the Maturity Date.
(b) Each Lender shall maintain in accordance with its usual practice an account or accounts a record evidencing the indebtedness of the Borrower to such Lender resulting from each Loan of made by such Lender from time to timeLender, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreementhereunder.
(c) The Administrative Agent, on behalf of the Borrower, Agent shall maintain the Register pursuant to Section 10.6(d), and a subaccount therein for each Lender, records in which it shall be recorded record (i) the amount of each Loan made hereunder and any Note evidencing such Loanhereunder, the Type of such Loan thereof and each the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from for the Borrower account of the Lenders and each Lender's ’s share thereof.
(d) The entries made in the Register and the accounts of each Lender records maintained pursuant to paragraph (b) or (c) of this Section 2.7(b) shall, to the extent permitted by applicable law, shall be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recordedrecorded therein; provided, however, provided that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, accounts or any error therein, therein shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement.
(e) The Borrower agrees that, upon the Any Lender may request to the Administrative Agent that Loans made by any Lenderit be evidenced by a Note. In such event, the Borrower will promptly shall prepare, execute and deliver to such Lender a promissory note Note payable to the order of the Borrower evidencing any Tranche B Term Loans or Revolving Credit Loanssuch Lender (or, as the case may be, of if requested by such Lender, substantially to such Lender and its registered assigns). 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 the forms of Exhibit F-1 or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note", respectively), with appropriate insertions as to date and principal amount; provided, that delivery of Notes shall not be a condition precedent such form payable to the occurrence order of the Closing Date or the making of the Loans on the Closing Datepayee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).
Appears in 1 contract
Repayment of Loans; Evidence of Debt. (a) The Each Borrower hereby ------------------------------------ unconditionally promises to pay to the Administrative Agent for the account of the appropriate Revolving Credit Lender or Tranche B Term Loan Lender, as the case may be, (i) the then unpaid principal amount of each Revolving Credit Loan of made to it by such Revolving Credit Lender on the Revolving Credit Termination Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8) and 9), (ii) the then unpaid principal amount of each Swing Line Loan made to it by such Swing Line Lender on the Revolving Credit Termination Date (or such earlier date on which the Loans become due and payable pursuant to Section 9), (iii) the principal amount of each Tranche B A Term Loan of made to it by such Tranche B Term Loan Lender in installments according to the amortization schedule set forth in Section 2.3 (or on such earlier date on which the Loans become due and payable pursuant to Section 8)9) and (iv) the principal amount of each Tranche B Term Loan made to it by such Term Loan Lender in installments according to the amortization schedule set forth in Section 2.3 (or on such earlier date on which the Loans become due and payable pursuant to Section 9). The Each Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans made to it from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.143.8.
(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower Borrowers to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.
(c) The Administrative Agent, on behalf of the BorrowerBorrowers, shall maintain the Register pursuant to Section 10.6(d12.6(e), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Loan made hereunder and any Note evidencing such Loan, the Type of such Loan thereof and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the each Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the each Borrower and each Lender's share thereof.
(d) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.7(b3.1(b) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the ----- ----- obligations of the Borrower Borrowers therein recorded; provided, however, that the -------- ------- failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the relevant Borrower to repay (with applicable interest) the Loans made to the such Borrower by such Lender in accordance with the terms of this Agreement.
(e) The relevant Borrower agrees that, upon the request to the Administrative Agent by any Lender, the such Borrower will promptly execute and deliver to such Lender a promissory note of the such Borrower evidencing any Tranche B Term Loans, Revolving Credit Loans or Revolving Credit Swing Line Loans, as the case may be, of such Lender, substantially in the forms of Exhibit F-1 or F-1, F-2, respectively (a "Tranche B Term Note" F-3 or "Revolving Credit Note"F-4, respectively), with appropriate insertions as to date and principal amount; provided, that delivery of Notes shall not be a condition precedent to the occurrence of the Closing Date or the making of the Loans on the Closing Date.
Appears in 1 contract
Repayment of Loans; Evidence of Debt. (a) The Borrower Company hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Revolving Credit each Lender or Tranche B Term Loan Lender, as the case may be, (i) the then unpaid principal amount of each Revolving Credit Loan of such Revolving Credit Lender on the Revolving Credit Termination Date, (ii) the principal amount of the Term Loan of such Lender, in nine consecutive installments with respect to the Tranche B Term Loans and the Tranche B-1 Term 49 EXECUTION COPY Loans and eight consecutive installments with respect to Tranche B-2 Term Loans, payable on each Installment Payment Date (or on the then unpaid principal amount of such earlier Term Loan, or the date on which that the Term Loans become due and payable pursuant to Section 8) 9) and on the Maturity Date and (iiiii) the then unpaid principal amount of each Tranche B Term Loan the Swing Line Loans of such Tranche B Term Loan the Swing Line Lender in installments according to on the amortization schedule set forth in Section 2.3 (or on such earlier date on which the Loans become due and payable pursuant to Section 8)Revolving Credit Termination Date. The Borrower Company hereby further agrees to pay interest on the unpaid principal amount of the Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.14subsection 4.5.
(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower Company to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.
(c) The Administrative Agent, on behalf of the Borrower, Agent shall maintain the Register pursuant to Section 10.6(dsubsection 11.6(d), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Revolving Credit Loan, Tranche B Term Loan, Tranche B-1 Term Loan and Tranche B-2 Term Loan made hereunder and any Note evidencing such Loanhereunder, the Type of such Loan thereof and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower Company to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower Company and each Lender's share thereof.
(d) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.7(bsubsection 4.13(b) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower Company therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower Company to repay (with applicable interest) the Loans made to the Borrower such Company by such Lender in accordance with the terms of this Agreement.
(e) The Borrower Company agrees that, upon the request to the Administrative Agent by any LenderLender and receipt by the Company of any notes issued to such Lender under the Existing Credit Agreement, the Borrower Company will promptly execute and deliver to such Lender (i) a promissory note of the Borrower Company evidencing any Tranche B Term Loans or the Revolving Credit Loans, as the case may be, Loans of such Lender, substantially in the forms form of Exhibit F-1 or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note", respectively), A with appropriate insertions as to date and principal amount; providedamount (a "Revolving Credit Note"), that delivery of Notes shall not be and/or (ii) a condition precedent to the occurrence promissory note of the Closing Date or Company evidencing the making Tranche B Term Loan of such Lender, substantially in the form of Exhibit B with appropriate insertions as to date and principal amount (a "Tranche B Note"), and/or (iii) a promissory note of the Company evidencing the Tranche B-1 Term Loan of such Lender, substantially in the form of Exhibit B-1 with appropriate insertions as to date and principal amount (a "Tranche B-1 Note") and/or (iv) a promissory note of the Company evidencing the Tranche B-2 Term Loan of such Lender, substantially in the form of Exhibit B-2 with appropriate insertions as to date and principal amount (a "Tranche B-2 Note"; each Tranche B Note, Tranche B-1 Note and Tranche B-2 Note, a "Term Loan Note", and collectively, the "Term Loan Notes"), and/or (v) in the case of the Swing Line Lender, a promissory note of the Company evidencing the Swing Line Loans on of the Closing DateSwing Line Lender, substantially in the form of Exhibit C with appropriate insertions as to date and principal amount (the "Swing Line Note").
Appears in 1 contract
Samples: Credit Agreement (CSK Auto Corp)
Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account accounts of the appropriate Revolving Credit Lender or Tranche B Term Loan Lender, as the case may be, (i) applicable Lenders the then unpaid principal amount of each Revolving Credit Loan of such Revolving Credit Lender on Borrowing no later than the Revolving Credit Termination Date (or on such earlier date on which the Loans become due and payable applicable Maturity Date. Subject to adjustment pursuant to Section 8) 2.08(i), the Borrower shall repay the Initial Term A Loans on each March 31, June 30, September 30 and December 31 to occur during the term of this Agreement (commencing on the last day of the first Fiscal Quarter ending after the date of the initial Borrowing of the Initial Term A Loans) and on the Initial Term A Facility Maturity Date or, if any such date is not a Business Day, on the next succeeding Business Day, in an aggregate principal amount of the then outstanding Initial Term A Loans equal to (i) on each repayment date on or prior to December 31, 2021, 1.25% and (ii) thereafter, 2.50%, in each case, of the aggregate principal amount of each Tranche B such Initial Term Loan A Loans incurred during the Initial Availability Period as of such Tranche B time, with the balance of all Initial Term Loan Lender A Loans incurred during the Initial Term A Availability Period payable on the Initial Term A Facility Maturity Date. In the event that any Other Term Loans are made, the Borrower shall repay such Other Term Loans on the dates and in installments according to the amortization schedule amounts set forth in Section 2.3 (the related Incremental Term Loan Amendment, Extension Amendment or on such earlier date on which the Loans become due and payable pursuant to Section 8). The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.14Refinancing Amendment.
(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan of made by such Lender from time to timeLender, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreementhereunder.
(c) The Administrative Agent, on behalf of the Borrower, Agent shall maintain the Register pursuant to Section 10.6(d), and a subaccount therein for each Lender, accounts in which it shall be recorded record (i) the amount of each Loan made hereunder and any Note evidencing such Loanhereunder, the Class and Type of such Loan thereof and each the Interest Period applicable thereto, (ii) the amount of any principal or and interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from for the Borrower account of the Lenders and each Lender's ’s share thereof.
(d) The entries made in the Register and the accounts of each Lender maintained pursuant to paragraph (b) or (c) of this Section 2.7(b) shall, to the extent permitted by applicable law, shall be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recordedrecorded therein; provided, however, provided that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, accounts or any error therein, therein shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement.
(e) The Any Lender may request by written notice to the Borrower agrees that, upon the request (with a copy to the Administrative Agent Agent) that Loans made by any Lenderit be evidenced by a promissory note. In such event, the Borrower will promptly shall prepare, execute and deliver to such Lender (promptly after the Borrower’s receipt of such notice) a promissory note of payable to such Lender and its registered assigns and in a form approved by the Borrower evidencing any Tranche B Term 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 Revolving Credit Loans, as the case may be, of more promissory notes in such Lender, substantially in the forms of Exhibit F-1 or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note", respectively), with appropriate insertions as to date and principal amount; provided, that delivery of Notes shall not be a condition precedent form payable to the occurrence of the Closing Date or the making of the Loans on the Closing Datepayee named therein and its registered assigns.
Appears in 1 contract
Samples: Credit Agreement (Roku, Inc)
Repayment of Loans; Evidence of Debt. (a) The Borrower hereby Borrowers hereby, jointly and severally, unconditionally promises promise to pay to the Administrative Agent for the account of the appropriate Revolving Credit Lender or Tranche B Term Loan Lender, as the case may be, (i) the then unpaid principal amount of each Revolving Credit Loan of such Revolving Credit Lender on the Revolving Credit Termination Date (or on such earlier date on which the Revolving Credit Loans become due and payable pursuant to Section 8) and (ii) the principal amount of each Tranche B Term Loan of such Tranche B Term Loan Lender in installments according to the amortization schedule set forth in Section 2.3 (or on such earlier date on which the Loans become due and payable pursuant to Section 8)10). The Borrower Borrowers hereby further agrees further, jointly and severally, agree to pay interest on the unpaid principal amount of the Revolving Credit Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.145.1.
(b) Each The Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower Borrowers to such the Lender resulting from each Loan of such the Lender from time to time, including the amounts of principal and interest payable and paid to such the Lender from time to time under this Agreement.
(c) The Administrative AgentLender, on behalf of the BorrowerBorrowers, shall maintain at the Register pursuant address of the Lender referred to in Section 10.6(d)11.2 a register (the “Register”) for the recordation of the addresses of the Lender and the Commitments of, and a subaccount therein for each Lenderprincipal amounts of the Loans owing to, the Lender from time to time, in which shall be recorded (i) the amount of each Loan made hereunder and any Note evidencing such Loan, the Type of such Loan and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower Borrowers to each the Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent Lender hereunder from the Borrower and each Lender's share thereofBorrowers.
(d) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.7(b) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower Borrowers therein recordedrecorded (absent manifest error) and the Borrowers and the Lender may (and, in the case of any Loan or other obligation hereunder not evidenced by a Note, shall) treat each Person whose name is recorded in the Register as the owner of a Loan or other obligation hereunder as the owner thereof for all purposes of this Agreement and the other Loan Documents, notwithstanding any notice to the contrary; provided, however, that the failure of any the Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower Borrowers to repay (with applicable interest) the Loans made to the Borrower Borrowers by such the Lender in accordance with the terms of this Agreement. Any assignment of any Loan or other obligation hereunder, whether or not evidenced by a Note, shall be effective only upon appropriate entries with respect thereto being made in the Register. The Register shall be available for inspection by the Borrowers at any reasonable time and from time to time upon reasonable prior notice.
(e) The Borrower agrees that, upon Borrowers agree that the request to the Administrative Agent by any Lender, the Borrower Borrowers will promptly execute and deliver to such the Lender a promissory note of the Borrower Borrowers evidencing any Tranche B Term Loans or the Revolving Credit Loans, as Loans of the case may be, of such Lender, substantially in the forms of Exhibit F-1 or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note", respectively)A, with appropriate insertions as to date and principal amount; providedamount (as amended, that delivery of Notes shall not be modified or supplemented from time to time, a condition precedent to the occurrence of the Closing Date or the making of the Loans on the Closing Date“Revolving Credit Note”).
Appears in 1 contract
Samples: Credit Agreement (Merisel Inc /De/)
Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of the appropriate Revolving Credit each Lender or Tranche B Term Loan Lender, as the case may be, (i) the then unpaid principal amount of each Revolving Credit Loan of such Revolving Credit Lender on the Revolving Credit Termination Maturity Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8) and (ii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Term Loan as provided in paragraph (b) of this Section.
(b) The Borrower shall repay Term Loan Borrowings in equal quarterly installments, the first such installment to be due and payable on June 30, 2003, with like successive installments of principal to be due and payable on the last day of each September, December, March and June thereafter. In the event of a Term Loan Increase pursuant to Section 2.15, the remaining principal balance of the Term Loans, after giving effect to and including the principal amount of each Tranche B the Term Loan of such Tranche B Term Loan Lender in installments according to the amortization schedule set forth in Section 2.3 (or on such earlier date on which the Loans become Increase, shall be due and payable in equal quarterly installments due and payable on the last day of each March, June, September and December thereafter. To the extent not previously paid, all Term Loans shall be due and payable on the Term Loan Maturity Date. Any prepayment of a Term Loan Borrowing shall be applied to scheduled repayments of the Term Loan Borrowings to be made pursuant to Section 8)this paragraph (b) in inverse order of maturity. The Prior to any repayment of any Term Loan Borrowings, the Borrower hereby further agrees shall select the Borrowing or Borrowings to pay be repaid and shall notify the Administrative Agent by telephone (confirmed by telecopy) of such selection not later than 11:00 a.m., Dallas, Texas time, two Business Days before the scheduled date of such repayment. Each repayment of a Borrowing shall be applied ratably to the loans included in the repaid Borrowing. Repayments of Term Loan Borrowings shall be accompanied by accrued interest on the unpaid principal amount of the Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.14repaid.
(bc) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan of made by such Lender from time to timeLender, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreementhereunder.
(cd) The Administrative Agent, on behalf of the Borrower, Agent shall maintain the Register pursuant to Section 10.6(d), and a subaccount therein for each Lender, accounts in which it shall be recorded record (i) the amount of each Loan made hereunder and any Note evidencing such Loanhereunder, the Class and Type of such Loan thereof and each the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from for the Borrower account of the Lenders and each Lender's ’s share thereof.
(de) The entries made in the Register and the accounts of each Lender maintained pursuant to paragraph (c) or (d) of this Section 2.7(b) shall, to the extent permitted by applicable law, shall be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recordedrecorded therein; provided, however, provided that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, accounts or any error therein, therein shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement.
(ef) The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will promptly execute and deliver to such Lender a promissory note obligation of the Borrower evidencing any Tranche B Term to repay each Lender for Revolving Loans or made by such Lender and interest thereon shall be evidenced by a Revolving Credit LoansNote executed by the Borrower, as payable to the case may be, order of such Lender, substantially in the forms principal amount of Exhibit F-1 or F-2, respectively (a "Tranche B Term Note" or "such Lender’s Revolving Credit Note"Commitment as in effect on the date hereof, respectively)and initially dated the date hereof.
(g) The obligation of the Borrower to repay each Lender for Term Loans made by such Lender and interest thereon shall be evidenced by a Term Note executed by the Borrower, with appropriate insertions as to date and principal amount; provided, that delivery of Notes shall not be a condition precedent payable to the occurrence order of such Lender, (i) in the Closing Date or the making principal amount of the Loans such Lender’s Term Commitment as in effect on the Closing Datedate hereof, and initially dated the date hereof, or (ii) in the event of a Term Loan Increase, in the amount determined in accordance with Section 2.15.
Appears in 1 contract
Repayment of Loans; Evidence of Debt. (a) The Each Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Revolving Credit Lender or Tranche B Term Loan Lender, as the case may be, relevant Lenders (i) on the then Revolving Credit Maturity Date (or such earlier date as, and to the extent that, such Revolving Loan becomes due and payable pursuant to Section 2.04, Section 2.05, Section 2.13, Section 2.15, Section 4.02(d) or Article VII), the unpaid principal amount of each Revolving Credit Loan and each Swingline Loan made to it by each such Lender, in the applicable currency of such Revolving Credit Lender Loan and (ii) on the Revolving Credit Termination Term Loan Maturity Date (or on such earlier date on which as, and to the Loans become extent that, such Term Loan becomes due and payable pursuant to Section 8) and (ii) 2.05 or Article VII), the unpaid principal amount of each Tranche B Term Loan of made to it by each such Tranche B Term Loan Lender Lender, in installments according to the amortization schedule set forth in Section 2.3 (or on such earlier date on which the Loans become due and payable pursuant to Section 8)Dollars. The Each Borrower hereby further agrees to pay interest in immediately available funds (in the applicable currency of each Loan) at the applicable office of the Administrative Agent (as specified in Section 2.14(a)) on the unpaid principal amount of the Revolving Loans, Swingline Loans and Term Loans made to it from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.142.09.
(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the each Borrower to the appropriate lending office of such Lender resulting from each Loan Loan, made by such lending office of such Lender from time to time, including the applicable currency and amounts of principal and interest payable and paid to such lending office of such Lender from time to time under this Agreement.
(c) The Administrative Agent, on behalf of the Borrower, Agent shall maintain the Register pursuant to Section 10.6(d)10.04, and a subaccount therein for each Lender, in which Register and subaccounts (taken together) shall be recorded (i) the amount currency of each Loan made hereunder and any Note evidencing hereunder, the amount of each such Loan, the Class and Type of each such Loan and each the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the each Borrower to each Lender hereunder in respect of each such Loan and (iii) both the amount of any sum received by the Administrative Agent hereunder from the each Borrower in respect of each such Loan and each Lender's ’s share thereof.
(d) The entries made in the Register and the accounts of each Lender maintained pursuant to paragraphs (b) and (c) of this Section 2.7(b2.08 and the Notes maintained pursuant to paragraph (e) of this Section 2.08 shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the each Borrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the such account, such Register or any such accountsubaccount, as applicable, or any error therein, shall not in any manner affect the obligation of the any Borrower to repay (with applicable interest) the Loans made to the such Borrower by such Lender in accordance with the terms of this Agreement.
(e) The Loans of each Class made by each Lender to each Borrower agrees thatshall, upon if requested by the applicable Lender (which request shall be made to the Administrative Agent Agent), be evidenced by any Lendera single Note duly executed on behalf of such Borrower, in substantially the Borrower will promptly execute and deliver form attached hereto as Exhibit G, with the blanks appropriately filled, payable to such Lender a promissory note of the Borrower evidencing any Tranche B Term Loans or Revolving Credit Loans, as the case may be, order of such Lender, substantially in the forms of Exhibit F-1 or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note", respectively), with appropriate insertions as to date and principal amount; provided, that delivery of Notes shall not be a condition precedent to the occurrence of the Closing Date or the making of the Loans on the Closing Date.
Appears in 1 contract
Repayment of Loans; Evidence of Debt. (a) The Borrower hereby Term Borrowers hereby, jointly and severally, unconditionally promises promise to pay repay Initial Term Loans to the Administrative Agent for the account of the appropriate Revolving Credit each Term Lender or Tranche B Term Loan Lender, as the case may be, (i) commencing March 31, 2015, on the last Business Day of each March, June, September and December prior to the Initial Term Loan Maturity Date (each such date being referred to as a “Loan Installment Date”), in each case in an amount equal to 0.25% of the original principal amount of the 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 and repurchases in accordance with Section 9.05(g), increased as a result of any increase in the amount of such Initial Term Loans pursuant to Section 2.22(a) or otherwise adjusted pursuant to Section 2.23(b)(ii)), and (ii) on the Initial Term Loan Maturity Date, in an amount equal to the remainder of the principal amount of the Initial Term Loans, outstanding on such date, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment.
(b) Each Revolver Borrower hereby, jointly and severally, unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Lender the then unpaid principal amount of each Revolving Credit Loan of such Revolving Credit Lender on the Revolving Credit Termination Maturity Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8) and (ii) to the Swingline Lender the then unpaid principal amount of each Tranche B Term Swingline Loan on the earlier of (x) the 5th Business Day following the incurrence of such Tranche B Term Swingline Loan Lender and (y) the Revolving Credit Maturity Date. In addition, on the Revolving Credit Maturity Date, each Revolver Borrower shall (A) cancel and return all outstanding Letters of Credit in installments according respect of which it was the applicant (or alternatively, with respect to any outstanding Letter of Credit, furnish to the amortization schedule set forth in Section 2.3 Administrative Agent a Cash deposit (or on such earlier date on which if reasonably acceptable to the Loans become due and payable pursuant relevant Issuing Bank, a backup standby letter of credit) equal to Section 8). The Borrower hereby further agrees to pay interest on the unpaid principal amount 102% of the Loans from time to time outstanding from LC Exposure (minus the date hereof until amount then on deposit in the LC Collateral Account) as of such date) and (B) make payment in full thereof at in Cash of all accrued and unpaid fees and all reimbursable expenses and other Obligations with respect to the rates per annumRevolving Facility then due, together with accrued and on the dates, set forth in Section 2.14unpaid interest (if any) thereon.
(bc) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the each Borrower to such Lender resulting from each Loan of made by such Lender from time to timeLender, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreementhereunder.
(cd) The Administrative Agent, on behalf of the Borrower, Agent shall maintain the Register pursuant to Section 10.6(d), and a subaccount therein for each Lender, accounts in which it shall be recorded record (i) the amount of each Loan made hereunder and any Note evidencing such Loanhereunder, the Class, currency and Type of such Loan thereof and each the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the each Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from for the Borrower account of the Lenders and each Lender's ’s share thereof.
(de) The entries made in the Register and the accounts of each Lender maintained pursuant to paragraph (c) or (d) of this Section 2.7(b) shall, to the extent permitted by applicable law, 2.10 shall be prima facie evidence of the existence and amounts of the obligations of the Borrower recorded therein recorded(absent manifest error); provided, however, provided that the failure of any Lender or the Administrative Agent to maintain the Register such accounts or any such account, or any manifest error therein, therein shall not in any manner affect the obligation obligations of the Borrower Borrowers to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement; provided, further, that in the event of any inconsistency between the accounts maintained by the Administrative Agent pursuant to paragraph (d) of this Section 2.10 and any Lender’s records, the accounts of the Administrative Agent shall govern.
(ef) The Any Lender may request that Loans made by it be evidenced by a Promissory Note. In such event, each applicable Borrower agrees thatshall prepare, upon the request to the Administrative Agent by any Lender, the Borrower will promptly execute and deliver to such Lender a promissory note of Promissory Note payable to such Lender and its registered assigns; it being understood and agreed that such Lender (and/or its applicable assign) shall be required to return such Promissory Note to the Borrower evidencing any Tranche B Term Loans or Revolving Credit Loans, as the case may be, of such Lender, substantially in the forms of Exhibit F-1 or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note", respectively), accordance with appropriate insertions as to date Section 9.05(b)(iii) and principal amount; provided, that delivery of Notes shall not be a condition precedent to upon the occurrence of the Closing Termination Date (or the making of the Loans on the Closing Dateas promptly thereafter as practicable).
Appears in 1 contract
Samples: Credit Agreement (Indivior PLC)
Repayment of Loans; Evidence of Debt. (a) [Reserved].
(i) The Borrower hereby unconditionally promises to pay (A) to the Administrative Agent for the account of each 2021 Refinancing Revolving Lender, the appropriate then-unpaid principal amount of the 2021 Refinancing Revolving Loans of such Lender on the 2021 Refinancing Revolving Credit Lender or Tranche B Term Loan Maturity Date and (B) to the Administrative Agent for the account of each Additional Revolving Lender, as the case may be, (i) the then then-unpaid principal amount of each Additional Revolving Credit Loan of such Additional Revolving Credit Lender on the Revolving Credit Termination Maturity Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8) and applicable thereto.
(ii) On the principal amount of each Tranche B Term Loan of such Tranche B Term Loan Lender in installments according Maturity Date applicable to the amortization schedule set forth in Section 2.3 Revolving Credit Commitments of any Class, the Borrower shall (A) cancel and return outstanding Letters of Credit (or on such earlier date on which alternatively, with respect to each outstanding Letter of Credit, furnish to the Loans become due and payable pursuant Administrative Agent a Cash deposit (or if reasonably satisfactory to Section 8). The Borrower hereby further agrees the relevant Issuing Bank, a “backstop” letter of credit) equal to pay interest on 100% of the unpaid principal amount of the Loans from time LC Exposure (minus any amount then on deposit in any Cash collateral account established for the benefit of the relevant Issuing Bank) as of such date, in each case to time outstanding from the date hereof until extent necessary so that, after giving effect thereto, the aggregate amount of the Revolving Credit Exposure attributable to the Revolving Credit Commitments of any other Class shall not exceed the Revolving Credit Commitments of such other Class then in effect and (B) make payment in full thereof at in Cash of all accrued and unpaid fees and all reimbursable expenses and other Obligations with respect to the rates per annumRevolving Facility of the applicable Class then due, together with accrued and on the dates, set forth in Section 2.14unpaid interest (if any) thereon.
(bc) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan of made by such Lender from time to timeLender, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreementhereunder.
(cd) The Administrative Agent, on behalf of the Borrower, Agent shall maintain the Register pursuant to Section 10.6(d), and a subaccount therein for each Lender, accounts in which it shall be recorded record (i) the amount of each Loan made hereunder and any Note evidencing such Loanhereunder, the Class and Type of such Loan thereof and each the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from for the Borrower account of the Lenders or the Issuing Banks and each Lender's ’s or Issuing Bank’s share thereof.
(de) The entries made in the Register and the accounts of each Lender maintained pursuant to paragraphs (c) or (d) of this Section 2.7(b) shall, to the extent permitted by applicable law, shall be prima facie evidence of the existence and amounts of the obligations of the Borrower recorded therein recorded(absent manifest error); provided, however, provided that the failure of any Lender or the Administrative Agent to maintain the Register such accounts or any such account, or any manifest error therein, therein shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement; provided, further, that in the event of any inconsistency between the accounts maintained by the Administrative Agent pursuant to paragraph (d) of this Section and any Lender’s records, the accounts of the Administrative Agent shall govern.
(ef) The Borrower agrees that, upon the Any Lender may request to the Administrative Agent that any Loan made by any Lenderit be evidenced by a Promissory Note. In such event, the Borrower will promptly shall prepare, execute and deliver a Promissory Note to such Lender a promissory note of payable to such Lender and its registered permitted assigns; it being understood and agreed that such Lender (and/or its applicable permitted assign) shall be required to return such Promissory Note to the Borrower evidencing any Tranche B Term Loans or Revolving Credit Loans, as the case may be, of such Lender, substantially in the forms of Exhibit F-1 or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note", respectively), accordance with appropriate insertions as to date Section 9.05(b)(iii) and principal amount; provided, that delivery of Notes shall not be a condition precedent to upon the occurrence of the Closing Termination Date (or as promptly thereafter as practicable). If any Lender loses the making original copy of its Promissory Note, it shall execute an affidavit of loss containing an indemnification provision that is reasonably satisfactory to the Loans on Borrower. The obligation of each Lender to execute an affidavit of loss containing an indemnification provision that is reasonably satisfactory to the Closing Borrower shall survive the Termination Date.
Appears in 1 contract
Samples: First Lien Credit Agreement (Shift4 Payments, Inc.)
Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Revolving Credit Lender or Tranche B Term Loan Lender, as the case may be, (i) the then unpaid principal amount of each Revolving Credit Loan of such Revolving Credit Lender on the Revolving Credit Termination Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8) and 8), (ii) the then unpaid principal amount of each Tranche B Swing Line Loan of such Swing Line Lender on the Revolving Credit Termination Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8) and (iii) the stated principal amount of each Term Loan of such Tranche B Term Loan Lender in installments according to the amortization schedule set forth in Section 2.3 (as such installments may have been reduced pursuant to Section 2.18(b)) (or on such earlier date on which the Loans become due and payable pursuant to Section 8), with any remaining Term Loans repayable on the Term Loan Maturity Date. The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.142.15.
(b) In the event that any Other Term Loans are made on an Increased Amount Date, the Borrower shall repay such Other Term Loans on the dates and in the amounts set forth in the Incremental Assumption Agreement. Incremental Term Loans that are Additional Term Loans shall be repaid on the dates and in the amounts set forth in Section 2.3.
(c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.
(cd) The Administrative Agent, on behalf of the Borrower, shall maintain the Register pursuant to Section 10.6(d), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Loan made hereunder and any Note evidencing such Loanhereunder, the Type of such Loan and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender's ’s share thereof.
(de) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.7(b2.8(c) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement.
(ef) The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will promptly execute and deliver to such Lender a promissory note of the Borrower evidencing any Tranche B Term Loans, Revolving Credit Loans or Revolving Credit Swing Line Loans, as the case may be, of such Lender, substantially in the forms of Exhibit F-1 F-1, F-2 or F-2F-3, respectively (a "Tranche B “Term Note" or "”, “Revolving Credit Note", ” or “Swing Line Note,” respectively), with appropriate insertions as to date and principal amount; provided, provided that delivery of Notes shall not be a condition precedent to the occurrence of the Closing Date or the making of the Loans on the Closing Date.
Appears in 1 contract
Samples: Credit Agreement (Local Insight Yellow Pages, Inc.)
Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Revolving Credit Lender or Tranche B Term Loan Lender, as the case may be, (i) the then unpaid principal amount of each Revolving Credit Loan of such Revolving Credit Lender on the Revolving Credit Termination Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8) and (ii) the principal amount of each Tranche B Term Loan of such Tranche B Term Loan Lender in installments according to the amortization schedule set forth in Section 2.3 (or on such earlier date on which the Loans become due and payable pursuant to Section 8). The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.142.13.
(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.
(c) The Administrative Agent, on behalf of the Borrower, shall maintain the Register pursuant to Section 10.6(d), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Loan made hereunder and any Note evidencing such Loan, the Type of such Loan thereof and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender's share thereof.
(d) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.7(b2.6(b) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the such Borrower by such Lender in accordance with the terms of this Agreement.
(e) The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will promptly execute and deliver to such Lender a promissory note of the Borrower evidencing any Tranche B Term Loans or Revolving Credit Loans, as the case may be, of such Lender, substantially in the forms of Exhibit F-1 I-1 or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note"I-2, respectively), with appropriate insertions as to date and principal amount; provided, that delivery of Notes shall not be a condition precedent to the occurrence of the Closing Date or the making of the Loans on the Closing Date.
Appears in 1 contract
Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender the appropriate Revolving Credit Lender or Tranche B Term Loan Lender, as the case may be, (i) the then unpaid stated principal amount of each Revolving Credit the Loan of such Revolving Credit Lender on (without any reduction in respect of the Revolving Credit Termination Date (or on such earlier date on discount at which the Loans become due and payable pursuant to Section 8) and (iiwere funded on the Closing Date) the principal amount of each Tranche B Term Loan of such Tranche B Term Loan Lender in installments according to the amortization schedule set forth in Section 2.3 (or on such earlier date on which the Loans become due and payable pursuant to Section 8)7). The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.142.10.
(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to such Lender resulting from each the Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.
(c) The Administrative Agent, on behalf of the Borrower, shall maintain the Register pursuant to Section 10.6(d9.6(d), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Loan made hereunder and any Term Note evidencing such Loan, the Type of such Loan and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender's share thereof.
(d) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.7(b2.4(b) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans Loan made to the Borrower by such Lender in accordance with the terms of this Agreement.
(e) The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will promptly execute and deliver to such Lender a promissory note of the Borrower evidencing any Tranche B Term Loans or Revolving Credit Loans, as the case may be, Loan of such Lender, substantially in the forms form of Exhibit F-1 or F-2, respectively F (a "Tranche B Term Note" or "Revolving Credit Note", respectively), with appropriate insertions as to date and principal amount; provided, that delivery of Term Notes shall not be a condition precedent to the occurrence of the Closing Date or the making of the Loans on the Closing Date.
Appears in 1 contract
Repayment of Loans; Evidence of Debt. (a) The Borrower Company hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Revolving Credit each Lender or Tranche B Term Loan Lender, as the case may be, (i) the then unpaid principal amount of each Revolving Credit Loan of such Lender (other than any Revolving Credit Lender Loan made under any Extended Revolving Credit Commitment) on the Revolving Credit Termination Date (or such earlier date on which the Revolving Credit Loans become due and payable pursuant to Section 9), (ii) the then unpaid principal amount of the Term Loan of such Lender (other than Extended Term Loans), in accordance with the applicable amortization schedule set forth in subsection 2.2 (or the then unpaid principal amount of such Term Loans, on the date that any or all of the Loans become due and payable pursuant to Section 9), (iii) the then unpaid principal amount of each Revolving Credit Loan under an Extended Revolving Credit Commitment of such Lender on the respective maturity date applicable thereto (or such earlier date on which the Loans become due and payable pursuant to Section 8) 9) and (iiiv) the then unpaid principal amount of each Tranche B any Extended Term Loan of such Tranche B Term Loan Lender Lender, in installments according to accordance with the amortization schedule set forth in Section 2.3 and maturity date applicable thereto (or the then unpaid principal amount of such Extended Term Loan, on such earlier the date on which that any or all of the Loans become due and payable pursuant to Section 8)9). The Borrower Company hereby further agrees to pay interest on the unpaid principal amount of the Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.14subsection 4.7.
(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower Company to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.
(c) The Administrative Agent, on behalf of the Borrower, Agent shall maintain the Register pursuant to Section 10.6(dsubsection 11.6(d), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Loan made hereunder and any Note evidencing such Loanhereunder, the Type of such Loan thereof and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower Company to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower Company and each Lender's ’s share thereof.
(d) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.7(bsubsection 4.2(c) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower Company therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower Company to repay (with applicable interest) the Loans made to the Borrower such Company by such Lender in accordance with the terms of this Agreement.
(e) The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will promptly execute and deliver to such Lender a promissory note of the Borrower evidencing any Tranche B Term Loans or Revolving Credit Loans, as the case may be, of such Lender, substantially in the forms of Exhibit F-1 or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note", respectively), with appropriate insertions as to date and principal amount; provided, that delivery of Notes shall not be a condition precedent to the occurrence of the Closing Date or the making of the Loans on the Closing Date.
Appears in 1 contract
Repayment of Loans; Evidence of Debt. (ai) The In the event that any of the Investors sells, transfers or assigns any of its Loans to an unaffiliated third Person who is not another Investor or an Affiliate thereof pursuant to subsection 9.6, the Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender the appropriate Revolving Credit percentage of the unpaid principal amount of the Loans sold, transferred or assigned by such Investor (or any additional assignee of such Loans) specified on Schedule 2.2 on each date set forth on Schedule 2.2, commencing December 31, 2003.
(ii) To the extent not otherwise paid pursuant to subsection 2.2(a)(i), the Borrower hereby unconditionally promises to pay to the Agent for the account of each Lender or Tranche B Term Loan Lender, as the case may be, (i) the then unpaid principal amount of each Revolving Credit the Loan of such Revolving Credit Lender on the Revolving Credit Termination Maturity Date (or the then unpaid principal amount of such Loan, on such earlier the date on which that the Loans become due and payable pursuant to Section 8) and 7).
(iiiii) the principal amount of each Tranche B Term Loan of such Tranche B Term Loan Lender in installments according In any event, to the amortization schedule set forth in Section 2.3 (or on such earlier date on which the extent not previously paid, all Loans become shall be due and payable pursuant to Section 8). on the Maturity Date.
(iv) The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.14subsection 2.4.
(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to such Lender resulting from each Loan of such Lender from time to timeLender, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.
(c) The Administrative Agent, on behalf of the Borrower, Agent shall maintain the Register pursuant to Section 10.6(dsubsection 9.6(d), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Loan made hereunder and any Note evidencing such Loan, the Type of such Loan and each Interest Period applicable theretohereunder, (ii) any assignments of Loans pursuant to subsection 9.6, (iii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iiiiv) both the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender's share thereof.
(d) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.7(bsubsection 2.2(b) shall, to the extent permitted by applicable law, be prima facie PRIMA FACIE evidence of the existence and amounts of the obligations of the Borrower therein recorded; providedPROVIDED, howeverHOWEVER, that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interestinterest and premium, if any) the Loans made to the Borrower held by such Lender in accordance with the terms of this Agreement.
(e) The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will promptly execute and deliver to such Lender a promissory note of the Borrower evidencing any Tranche B Term Loans or Revolving Credit Loans, as the case may be, Loan of such Lender, substantially in the forms form of Exhibit F-1 or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note", respectively), A with appropriate insertions as to date and principal amount; provided, that delivery of Notes shall not be amount (a condition precedent to the occurrence of the Closing Date or the making of the Loans on the Closing Date"NOTE").
Appears in 1 contract
Repayment of Loans; Evidence of Debt. (a) The Borrower Commencing on the last day of the Fiscal Quarter ending December 31, 2015, the Borrowers hereby unconditionally promises promise to pay repay (on a joint and several basis) the Term Loans to the Administrative Agent for the account of the appropriate Revolving Credit each Lender or Tranche B Term Loan Lender, as the case may be, (i) on the then unpaid last Business Day of each March, June, September and December prior to the Maturity Date (each such date being referred to as a “Loan Installment Date”), in each case in an amount equal to 0.25% of the original principal amount of each Revolving Credit Loan the Term Loans (as such payments may be reduced from time to time as a result of such Revolving Credit Lender on the Revolving Credit Termination Date (or on such earlier date on which the Loans become due application of prepayments in accordance with Section 2.11 and payable pursuant to Section 8) 9.05(g)), and (ii) on the Maturity Date, the remainder of the principal amount of each Tranche B the Term Loan of such Tranche B Term Loan Lender in installments according to the amortization schedule set forth in Section 2.3 (or Loans outstanding on such earlier date on which the Loans become due date, together in each case with accrued and payable pursuant to Section 8). The Borrower hereby further agrees to pay unpaid interest on the unpaid principal amount of the Loans from time to time outstanding from be paid to but excluding the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.14of such payment.
(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower Borrowers to such Lender resulting from each Loan of made by such Lender from time to timeLender, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreementhereunder.
(c) The Administrative Agent, on behalf of the Borrower, Agent shall maintain the Register pursuant to Section 10.6(d), and a subaccount therein for each Lender, 9.05(b)(iv) in which it shall be recorded record (i) the amount of each Loan made hereunder and any Note evidencing such Loanhereunder, the Class and Type of such Loan thereof and each the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower Borrowers to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from for the Borrower account of the Lenders and each Lender's ’s share thereof.
(d) The Subject to Section 9.05(b)(iv), the entries made in the Register and the accounts of each Lender maintained pursuant to paragraph (b) or (c) of this Section 2.7(b) shall, to the extent permitted by applicable law, shall be prima facie evidence of the existence and amounts of the obligations of the Borrower recorded therein recorded(absent manifest error); providedprovided that, however, that the failure of any Lender or the Administrative Agent to maintain the Register such accounts or any such account, or any manifest error therein, therein shall not in any manner affect the obligation of the Borrower Borrowers to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement; provided, further, that in the event of any inconsistency between the accounts maintained by the Administrative Agent pursuant to paragraph (c) of this Section and any Lender’s records, the accounts of the Administrative Agent shall govern.
(e) The Borrower agrees that, upon the Any Lender may request to the Administrative Agent that Loans made by any Lenderit be evidenced by a Promissory Note. In such event, the Borrower will promptly Borrowers shall prepare, execute and deliver to such Lender a promissory note of Promissory Note payable to such Lender and its registered assigns. Thereafter, the Borrower evidencing any Tranche B Term Loans evidenced by such Promissory Note and interest thereon shall at all times (including after assignment pursuant to Section 9.05) be represented by one or Revolving Credit Loans, as the case may be, of more Promissory Notes in such Lender, substantially in the forms of Exhibit F-1 or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note", respectively), with appropriate insertions as to date and principal amount; provided, that delivery of Notes shall not be a condition precedent form payable to the occurrence of the Closing Date or the making of the Loans on the Closing Datepayee named therein and its registered assigns.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Party City Holdco Inc.)
Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Revolving Credit Lender or Tranche B Term Loan Lender, as the case may be, (i) the then unpaid principal amount of each Revolving Credit Loan of such Revolving Credit Lender on the Revolving Credit Termination Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8) 9) and (ii) the principal amount of each Tranche B Term Loan of such Tranche B Term Loan Lender in installments according to the amortization schedule set forth in Section 2.3 subsection 2.5 (or on such earlier date on which the Loans become due and payable pursuant to Section 8)9). The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.14.subsection 2.12. 33 28
(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.
(c) The Administrative Agent, on behalf of the Borrower, shall maintain the Register pursuant to Section 10.6(dsubsection 11.6(d), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Loan made hereunder and any Note evidencing such Loan, the Type of such Loan thereof and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender's share thereof.
(d) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.7(bsubsection 2.6(b) shall, to the extent permitted by applicable law, be prima facie PRIMA FACIE evidence of the existence and amounts of the obligations of the Borrower therein recorded; providedPROVIDED, howeverHOWEVER, that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the such Borrower by such Lender in accordance with the terms of this Agreement.
(e) The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will promptly execute and deliver to such Lender a promissory note of the Borrower evidencing any Tranche B Term Loans or Revolving Credit Loans, as the case may be, of such Lender, substantially in the forms of Exhibit F-1 or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note", respectively), with appropriate insertions as to date and principal amount; provided, that delivery of Notes shall not be a condition precedent to the occurrence of the Closing Date or the making of the Loans on the Closing Date.
Appears in 1 contract
Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay repay Initial Term Loans to the Administrative Agent for the account of the appropriate Revolving Credit each Term Lender or Tranche B Term Loan Lender, as the case may be, (i) commencing September 30, 2014, on the last Business Day of each March, June, September and December prior to the Initial Term Loan Maturity Date (each such date being referred to as a “Loan Installment Date”), in each case in an amount equal to 0.25% of the original principal amount of the 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 and repurchases in accordance with Section 9.05(g) or increased as a result of any increase in the amount of such Initial Term Loans pursuant to Section 2.22(a)), and (ii) on the Initial Term Loan Maturity Date, in an amount equal to the remainder of the principal amount of the Initial Term Loans, outstanding on such date, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment.
(b) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Lender the then unpaid principal amount of each Revolving Credit Loan of such Revolving Credit Lender on the Revolving Credit Termination Maturity Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8) and (ii) to the Swingline Lender the then unpaid principal amount of each Tranche B Term Swingline Loan on the earlier of (x) the 10th Business Day following the incurrence of such Tranche B Term Swingline Loan Lender in installments according and (y) the Revolving Credit Maturity Date. In addition, on the Revolving Credit Maturity Date, the Borrower shall (A) cancel and return all outstanding Letters of Credit (or alternatively, with respect to any outstanding Letter of Credit, furnish to the amortization schedule set forth in Section 2.3 Administrative Agent a Cash deposit (or on such earlier date on which if reasonably acceptable to the Loans become due and payable pursuant relevant Issuing Bank, a backup standby letter of credit) equal to Section 8). The Borrower hereby further agrees to pay interest on the unpaid principal amount 100% of the Loans from time to time outstanding from LC Exposure (minus the date hereof until amount then on deposit in the LC Collateral Account) as of such date) and (B) make payment in full thereof at in Cash of all accrued and unpaid fees and all reimbursable expenses and other Obligations with respect to the rates per annumRevolving Facility then due, together with accrued and on the dates, set forth in Section 2.14unpaid interest (if any) thereon.
(bc) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan of made by such Lender from time to timeLender, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreementhereunder.
(cd) The Administrative Agent, on behalf of the Borrower, Agent shall maintain the Register pursuant to Section 10.6(d), and a subaccount therein for each Lender, accounts in which it shall be recorded record (i) the amount of each Loan made hereunder and any Note evidencing such Loanhereunder, the Class and Type of such Loan thereof and each the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from for the Borrower account of the Lenders and each Lender's ’s share thereof.
(de) The entries made in the Register and the accounts of each Lender maintained pursuant to paragraph (c) or (d) of this Section 2.7(b) shall, to the extent permitted by applicable law, 2.10 shall be prima facie evidence of the existence and amounts of the obligations of the Borrower recorded therein recorded(absent manifest error); provided, however, provided that the failure of any Lender or the Administrative Agent to maintain the Register such accounts or any such account, or any manifest error therein, therein shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement; provided, further, that in the event of any inconsistency between the accounts maintained by the Administrative Agent pursuant to paragraph (d) of this Section 2.10 and any Lender’s records, the accounts of the Administrative Agent shall govern.
(ef) The Borrower agrees that, upon the Any Lender may request to the Administrative Agent that Loans made by any Lenderit be evidenced by a Promissory Note. In such event, the Borrower will promptly shall prepare, execute and deliver to such Lender a promissory note of Promissory Note payable to such Lender and its registered assigns; it being understood and agreed that such Lender (and/or its applicable assign) shall be required to return such Promissory Note to the Borrower evidencing any Tranche B Term Loans or Revolving Credit Loans, as the case may be, of such Lender, substantially in the forms of Exhibit F-1 or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note", respectively), accordance with appropriate insertions as to date Section 9.05(b)(iii) and principal amount; provided, that delivery of Notes shall not be a condition precedent to upon the occurrence of the Closing Termination Date (or the making of the Loans on the Closing Dateas promptly thereafter as practicable).
Appears in 1 contract
Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Revolving Credit Lender or Tranche B Term Loan Lender, as the case may be, (i) the then unpaid principal amount of each Revolving Credit Loan of such Revolving Credit Lender relevant Lenders on the Revolving Credit Termination Date (or on such earlier date on which as the Loans become due and payable pursuant to Section 8) and (ii) 2.6, Section 2.7 or Section 8), the unpaid principal amount of each Tranche B Term Loan of made to it by each such Tranche B Term Loan Lender in installments according to the amortization schedule set forth in Section 2.3 (or on such earlier date on which the Loans become due and payable pursuant to Section 8)Lender. The Borrower hereby further agrees to pay interest in immediately available funds at the office of the Administrative Agent on the unpaid principal amount of the Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.142.10.
(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to the appropriate lending office of such Lender resulting from each Loan made by such lending office of such Lender from time to time, including the amounts of principal and interest payable and paid to such lending office of such Lender from time to time under this Agreement.
(c) The Administrative Agent, on behalf of the Borrower, Agent shall maintain the Register pursuant to Section 10.6(d11.9(a), and a subaccount therein for each Lender, in which Register and subaccounts (taken together) shall be recorded (i) the amount of each Loan made hereunder and any Note evidencing such Loanhereunder, the Type of such each Loan made and each the Interest Period or maturity date (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender's Xxxxxx’s share thereof.
(d) The entries made in the Register and the accounts of each Lender maintained pursuant to paragraphs (b) and (c) of this Section 2.7(b) 2.9 shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the such account, such Register or any such accountsubaccount, as applicable, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement.
(e) The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will promptly execute and deliver to such Lender a promissory note of the Borrower evidencing any Tranche B Term Loans or Revolving Credit Loans, as the case may be, of such Lender, substantially in the forms of Exhibit F-1 or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note", respectively), with appropriate insertions as to date and principal amount; provided, that delivery of Notes shall not be a condition precedent to the occurrence of the Closing Date or the making of the Loans on the Closing Date.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Kyndryl Holdings, Inc.)
Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account outstanding principal of the appropriate all Revolving Credit Lender or Tranche B Term Loan LenderLoans, as the case may beand all accrued and unpaid interest thereon and all other Obligations relating thereto, (i) the then unpaid principal amount of each Revolving Credit Loan of such Revolving Credit Lender shall be due and payable on the Revolving Credit Termination Final Maturity Date (or or, if earlier, on such earlier the date on which the Loans become they are declared due and payable pursuant to Section 8) the terms of this Agreement.
(b) The Term Loans shall be repayable in consecutive quarterly installments, each of which shall be in an amount equal per quarter to $1,500,000 and (ii) each such installment to be due and payable, in arrears, on the principal amount last day of each Tranche B Term Loan of quarter commencing on March 31, 2018 and ending on the Final Maturity Date; provided, however, that the last such Tranche B Term Loan Lender installment shall be in installments according the amount necessary to the amortization schedule set forth repay in Section 2.3 (or on such earlier date on which the Loans become due and payable pursuant to Section 8). The Borrower hereby further agrees to pay interest on full the unpaid principal amount of the Loans from time to time Term Loans. The outstanding from unpaid principal amount of the Term Loans, and all accrued and unpaid interest thereon, shall be due and payable on the earlier of (i) the Final Maturity Date and (ii) the date hereof until payment in full thereof at on which any Term Loan is declared due and payable pursuant to the rates per annum, and on the dates, set forth in Section 2.14terms of this Agreement.
(bc) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness the Indebtedness of the Borrower to such Lender resulting from each Loan of made by such Lender from time to timeLender, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreementhereunder.
(cd) The Administrative Agent, on behalf of the Borrower, Agent shall maintain the Register pursuant to Section 10.6(d), and a subaccount therein for each Lender, accounts in which it shall be recorded record (i) the amount of each Loan made hereunder and any Note evidencing such Loan, the Type of such Loan and each Interest Period applicable theretohereunder, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from for the Borrower account of the Lenders and each Lender's share thereof.
(de) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.7(b2.03(c) shall, to the extent permitted by applicable law, or Section 2.03(d) shall be prima facie evidence of the existence and amounts of the obligations of recorded therein unless within 30 days after the Administrative Agent or the applicable Lender makes such statement available to the Borrower, the Borrower therein recordedshall deliver to the Administrative Agent, and such Lender if applicable, written objection thereto describing the error or errors contained in such statement; provided, however, provided that (i) the failure of any Lender or the Administrative Agent to maintain the Register or any such account, accounts or any error therein, therein shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement.
Agreement and (eii) The Borrower agrees that, upon in the request event of any conflict between the entries made in the accounts maintained pursuant to Section 2.03(c) and the Administrative Agent by any Lenderaccounts maintained pursuant to Section 2.03(d), the Borrower will promptly execute accounts maintained pursuant to Section 2.03(d) shall govern and deliver to such Lender a promissory note of the Borrower evidencing any Tranche B Term Loans or Revolving Credit Loans, as the case may be, of such Lender, substantially in the forms of Exhibit F-1 or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note", respectively), with appropriate insertions as to date and principal amount; provided, that delivery of Notes shall not be a condition precedent to the occurrence of the Closing Date or the making of the Loans on the Closing Datecontrol.
Appears in 1 contract
Repayment of Loans; Evidence of Debt. (a) The Borrower Borrowers, jointly and severally, hereby unconditionally promises promise to pay to the Administrative Agent for the account of the appropriate Revolving Credit each Lender or Tranche B Term Loan Lender, as the case may be, (i) the then unpaid principal amount of each Revolving Credit Loan the Loans of such Revolving Credit Lender on the Revolving Credit Termination Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8) 7). The Borrowers, jointly and (ii) severally, hereby unconditionally promise to the Same Day Lender to pay the then unpaid principal amount of each Tranche B Term Same Day Loan on the earlier of the Termination Date and the first Business Day after the Borrowing Date for such Same Day Loan or, if an Interest Period was selected in the applicable Borrower’s notice of borrowing for such Same Day Loan, the last day of such Tranche B Term Loan Lender in installments according to the amortization schedule set forth in Section 2.3 (or on such earlier date on which the Loans become due and payable pursuant to Section 8)Interest Period. The Borrower Borrowers, jointly and severally, hereby further agrees agree to pay interest on the unpaid principal amount of the Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.14subsection 2.10.
(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the each Borrower to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.
(c) The Administrative Agent, on behalf of the Borrower, Agent shall maintain the Register pursuant to Section 10.6(d), and a subaccount therein for each Lender, subsection 9.6(d) in which shall be recorded with respect to each Borrower (i) the amount of each Loan made hereunder and any Note evidencing such Loanhereunder, the Type of such Loan thereof and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the such Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the such Borrower and each Lender's ’s share thereof.
(d) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.7(bsubsection 2.2(b) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the each Borrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower Borrowers to repay (with applicable interest) the Loans made to the either Borrower by such Lender in accordance with the terms of this Agreement.
(e) The Borrower agrees Borrowers agree that, upon the request to the Administrative Agent by any Lender, the Borrower Borrowers will promptly execute and deliver to such Lender a promissory note of the Borrower Borrowers evidencing any Tranche B Term the Loans or Revolving Credit Loans, as the case may be, of such Lender, substantially in the forms form of Exhibit F-1 or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note", respectively), A with appropriate insertions as to date and principal amount; provided, that delivery of Notes shall not be amount (a condition precedent to the occurrence of the Closing Date or the making of the Loans on the Closing Date“Note”).
Appears in 1 contract
Samples: Credit Agreement (Chevron Phillips Chemical Co LLC)
Repayment of Loans; Evidence of Debt. (a) The Borrower Borrowers hereby jointly and severally unconditionally promises promise to pay to the Administrative Agent for the account of the appropriate Revolving Credit Lender or Tranche B Term Loan Lender, as the case may be, (i) the then unpaid principal amount of each Revolving Credit Loan of such Revolving Credit Lender on the Revolving Credit Termination Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8) and (ii) the principal amount of each Tranche B Term Loan of such Tranche B Term Loan Lender in installments according to the amortization schedule set forth in Section 2.3 (or on such earlier date on which the Loans become due and payable pursuant to Section 8)7.1). The Borrower Borrowers hereby further agrees agree to pay interest on the unpaid principal amount of the Loans from time to time outstanding from the date hereof until payment in full thereof thereof, in each case, at the rates per annum, and on the dates, set forth in Section 2.142.11.
(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower Borrowers to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.
(c) The Administrative Agent, on behalf of the BorrowerBorrowers, shall maintain the Register pursuant to Section 10.6(d9.6(c), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Loan made hereunder and any Note evidencing such Loan, the Type of such Loan and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower Borrowers to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower Borrowers and each Lender's ’s share thereof.
(d) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.7(b2.3(b) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower Borrowers therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower Borrowers to repay (with applicable interest) the Loans made to the Borrower by such Lender Borrowers in accordance with the terms of this Agreement.
(e) The Each Borrower agrees that, upon the request to the Administrative Agent by any Lender, the such Borrower will promptly execute and deliver to such Lender a promissory note of the Borrower Note evidencing any Tranche B Term Loans or Revolving Credit Loans, as the case may be, of such Lender, substantially in the forms form of Exhibit F-1 or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note", respectively)F, with appropriate insertions as to date and principal amount; providedprovided that, that delivery of Notes shall not be a condition precedent to the occurrence of the Closing Date or the making of the Loans Loans, if any, on the Closing Date.
Appears in 1 contract
Samples: Credit Agreement (KKR Real Estate Finance Trust Inc.)
Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Revolving Credit each Class B Lender or Tranche B Term Loan Lender, as the case may be, (i) the then unpaid principal amount of each Class B Revolving Credit Loan of such Revolving Credit Class B Lender on the Revolving Credit Class B Original Termination Date (or on such earlier date on which the Loans become due and payable respective Termination Date following any Extension of Class B Revolving Loan Commitments pursuant to Section 8) and (ii) 2.27). The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Class C Lender the then unpaid principal amount of each Tranche B Term Class C Revolving Loan of such Tranche B Term Loan Class C Lender in installments according to on the amortization schedule set forth in Section 2.3 Class C Original Termination Date (or on such earlier date on which the Loans become due and payable respective Termination Date following any Extension of Class C Revolving Loan Commitments pursuant to Section 8). The 2.27).The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.142.9.
(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness Indebtedness of the Borrower to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.
(c) The Administrative AgentAgent shall, on behalf in respect of the BorrowerRevolving Facility, shall maintain record in the Register pursuant to Section 10.6(d)Register, and a subaccount therein with separate sub-accounts for each Lender, in which shall be recorded (i) the amount and Borrowing Date of each Loan made hereunder and any Note evidencing such Loan, the Type of such Loan and each Interest Period applicable theretohereunder, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any sum payment received by the Administrative Agent hereunder from the Borrower and each Lender's share ’s Class Revolving Commitment Percentage thereof.
(d) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.7(bSections 2.8(b) and (c) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recordedrecorded absent manifest error; provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement.
(e) The If so requested after the Closing Date by any Lender by written notice to the Borrower agrees that, upon the request (with a copy to the Administrative Agent by any LenderAgent), the Borrower will promptly execute and deliver to such Lender a promissory note of Lender, promptly after the Borrower evidencing any Tranche B Term Loans or Revolving Credit Loans, as the case may be, Borrower’s receipt of such notice, a Note to evidence such Lender, substantially ’s Loans in the forms of Exhibit F-1 or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note", respectively), with appropriate insertions as to date form and principal amount; provided, that delivery of Notes shall not be a condition precedent substance reasonably satisfactory to the occurrence of Administrative Agent and the Closing Date or the making of the Loans on the Closing DateBorrower.
Appears in 1 contract
Samples: Credit Agreement (Calpine Corp)
Repayment of Loans; Evidence of Debt. (a) The Borrower Company hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Revolving Credit each Lender or Tranche B Term Loan Lender, as the case may be, (i) the then unpaid principal amount of each Revolving Credit Loan of such Revolving Credit Lender on the Revolving Credit Termination Date (or on such earlier date on which the Revolving Credit Loans become due and payable pursuant to Section 8) and 14), (ii) the then unpaid principal amount of each Tranche B Term Incremental Revolving Loan of such Tranche B Term Lender on the applicable Incremental Revolving Loan Lender in installments according to the amortization schedule set forth in Section 2.3 Termination Date (or on such earlier date on which the applicable Incremental Revolving Loans become due and payable pursuant to Section 8)14) and (iii) the principal amount of the Incremental Term Loan of such Lender, in accordance with the applicable amortization schedule as set forth in the applicable Incremental Facility Activation Notice (or the then unpaid principal amount of such Incremental Term Loans, on the date that any or all of the Incremental Term Loans become due and payable pursuant to Section 14). The Borrower Company hereby further agrees to pay interest on the unpaid principal amount of the Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.14subsection 8.7.
(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower Company to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.
(c) The Administrative Agent, on behalf of the Borrower, Agent shall maintain the Register pursuant to Section 10.6(dsubsection 16.6(d), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Loan made hereunder and any Note evidencing such Loanhereunder, the Type of such Loan thereof and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower Company to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower Company and each Lender's ’s share thereof.
(d) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.7(bsubsection 8.2(b) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower Company therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower Company to repay (with applicable interest) the Loans made to the Borrower such Company by such Lender in accordance with the terms of this Agreement.
(e) The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will promptly execute and deliver to such Lender a promissory note of the Borrower evidencing any Tranche B Term Loans or Revolving Credit Loans, as the case may be, of such Lender, substantially in the forms of Exhibit F-1 or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note", respectively), with appropriate insertions as to date and principal amount; provided, that delivery of Notes shall not be a condition precedent to the occurrence of the Closing Date or the making of the Loans on the Closing Date.
Appears in 1 contract
Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Revolving Credit Lender or Tranche B Term Loan Lender, as the case may be, (i) the then unpaid principal amount of each Revolving Credit Loan of such Revolving Credit Lender on the Revolving Credit Termination Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8) and (ii) the principal amount of each Tranche B Term Loan of such Tranche B Term Loan Lender in installments according to the amortization schedule set forth in Section 2.3 (or on such earlier date on which the Loans become due and payable pursuant to Section 8). The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.142.13.
(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.
(c) The Administrative Agent, on behalf of the Borrower, shall maintain the Register pursuant to Section 10.6(d), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Loan made hereunder and any Note evidencing such Loan, the Type of such Loan and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender's share thereof.
(d) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.7(b2.6(b) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement.
(e) The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will promptly execute and deliver to such Lender a promissory note of the Borrower evidencing any Tranche B Term Loans or Revolving Credit Loans, as the case may be, of such Lender, substantially in the forms of Exhibit F-1 or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note", respectively), with appropriate insertions as to date and principal amount; provided, provided that delivery of Notes shall not be a condition precedent to the occurrence of the Closing Date or the making of the Loans on the Closing Date.
Appears in 1 contract
Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Revolving Credit Lender or Tranche B Term Loan Lender, as the case may be, (i) the then unpaid outstanding principal amount of each Revolving Credit the Term Loan of such Revolving Credit Lender on the Revolving Credit Termination Loan Maturity Date (or on such earlier date on which the Term Loans become due and payable pursuant to Section 8) 7) and (ii) the outstanding principal amount of each Tranche B Term the Incremental Loan of such Tranche B Term Lender on the relevant Incremental Loan Lender in installments according to the amortization schedule set forth in Section 2.3 Maturity Date (or on such earlier date on which the Incremental Loans become due and payable pursuant to Section 8)7). The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans from time to time outstanding from the date hereof Initial Closing Date until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.142.10.
(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to such Lender resulting from each the Loan of such Lender from time to timeLender, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.
(c) The Administrative Agent, on behalf of the Borrower, shall maintain the Register pursuant to Section 10.6(d9.6(d), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Loan made hereunder and any Note evidencing such Loan, the Type of such Loan and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender's ’s share thereof.
(d) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.7(b2.4(b) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans Loan made to the Borrower by such Lender in accordance with the terms of this Agreement.
(e) The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will promptly execute and deliver to such Lender a promissory note of the Borrower evidencing any Tranche B Term Loans or Revolving Credit Loans, as the case may be, Loan of such Lender, substantially in the forms form of Exhibit F-1 or F-2, respectively F (a "Tranche B Term “Note" or "Revolving Credit Note", respectively”), with appropriate insertions as to date and principal amount; provided, that delivery of Notes shall not be a condition precedent to the occurrence of the Closing Date or the making of the Loans on the Closing Date.
Appears in 1 contract
Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account If any of the appropriate Revolving Credit Lender or Tranche B Term Bridge Loans are outstanding on the Bridge Loan LenderRollover Date, as then on the case may be, (i) Bridge Loan Rollover Date the then unpaid outstanding principal amount of each Revolving Credit Loan of such Revolving Credit Lender Bridge Loans will automatically be converted into senior secured term loans (any such term loans which have been so converted, “Extended Term Loans”) that mature and are due on the Revolving Credit Termination date that is five years after the Closing Date (or such date (i.e., September 28, 2028), the “Extended Term Loan Maturity Date”). Upon the conversion of the Bridge Loans into Extended Term Loans, each Lender shall cancel on its records a principal amount of the Bridge Loans held by such earlier date on which the Loans become due and payable pursuant Lender corresponding to Section 8) and (ii) the principal amount of each Tranche B the Extended Term Loan of Loans made by such Tranche B Term Loan Lender in installments according to the amortization schedule set forth in Section 2.3 (or on such earlier date on Lender, which the Loans become due and payable pursuant to Section 8). The Borrower hereby further agrees to pay interest on the unpaid corresponding principal amount of the Bridge Loans from time to time outstanding from shall be satisfied by the date hereof until payment conversion of such Bridge Loans into Extended Term Loans in full thereof at the rates per annum, and on the dates, set forth in accordance with this Section 2.142.4.
(b) The Borrower shall repay to the Administrative Agent, for the benefit of the applicable Lenders, on the Extended Term Loan Maturity Date, the then-outstanding Extended Term Loans.
(c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness the Indebtedness of the Borrower to the appropriate lending office of such Lender resulting from each Loan made by such lending office of such Lender from time to time, including the amounts of principal and interest payable and paid to such lending office of such Lender from time to time under this Agreement.
(cd) The Administrative Agent, on behalf of the Borrower, Agent shall maintain the Register pursuant to Section 10.6(d13.6(b), and a subaccount therein for each Lender, in which Register and subaccounts (taken together) shall be recorded (i) the amount of each Loan made hereunder and any Note evidencing hereunder, whether such Loan is a Bridge Loan or Extended Term Loan, the Type name of such Loan the Borrower and each the Bridge Interest Period Period, if any, applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder hereunder, and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender's Xxxxxx’s share thereof.
(de) The entries made in the Register and the accounts of each Lender and subaccounts maintained pursuant to clauses (c) and (d) of this Section 2.7(b) 2.4 shall, to the extent permitted by applicable law, be prima facie evidence evidence, absent manifest error, of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the such accounts, such Register or any such accountsubaccounts, as applicable, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement. In the event of any conflict between the accounts and records maintained by any Xxxxxx and the accounts and records of the Administrative Agent in respect of such entries, the accounts and records of the Administrative Agent shall control in the absence of manifest error.
(ef) The Borrower hereby agrees that, upon request of any Lender at any time and from time to time after the request to the Administrative Agent by any LenderBorrower has made an initial borrowing hereunder, the Borrower will promptly execute and deliver shall provide to such Lender Xxxxxx, at the Borrower’s own expense, a promissory note of the Borrower evidencing any Tranche B Term Loans or Revolving Credit Loans, as the case may be, of such Lendernote, substantially in the forms form of Exhibit F-1 D, evidencing the applicable Loans owing to such Lender. Thereafter, unless otherwise agreed to by the applicable Lender, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 13.6) be represented by one or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note", respectively), with appropriate insertions as to date and principal amount; provided, that delivery of Notes shall not be a condition precedent more promissory notes in such form payable to the occurrence of the Closing Date or the making of the Loans on the Closing Datepayee named therein (or, if requested by such payee, to such payee and its registered assigns).
Appears in 1 contract
Samples: Bridge Credit Agreement (Xerox Corp)
Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay repay Tranche B-1 Term Loans, in Dollars, to the Administrative Agent for the account of the appropriate Revolving Credit each applicable Term Lender or Tranche B Term Loan Lender, as the case may be, (i) commencing December 31, 2017, on the then unpaid last Business Day of each March, June, September and December prior to the Initial Term Loan Maturity Date (each such date being referred to as a “Loan Installment Date”), in each case in an amount equal to 0.25% of the original principal amount of each Revolving Credit Loan the Tranche B-1 Term Loans made on the Third Amendment Effective Date (as such payments may be reduced from time to time as a result of the application of prepayments in accordance with Section 2.11 and repurchases in accordance with Section 9.05(g) or increased as a result of any increase in the amount of such Revolving Credit Lender on the Revolving Credit Termination Date (or on such earlier date on which the Initial Term Loans become due and payable pursuant to Section 8) 2.22(a)), and (ii) on the Initial Term Loan Maturity Date, in an amount equal to the remainder of the principal amount of each the Tranche B B-1 Term Loan of such Tranche B Term Loan Lender in installments according to the amortization schedule set forth in Section 2.3 (or Loans, outstanding on such earlier date on which the Loans become due date, together in each case with accrued and payable pursuant to Section 8). The Borrower hereby further agrees to pay unpaid interest on the unpaid principal amount of the Loans from time to time outstanding from be paid to but excluding the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.14of such payment.
(b) [Reserved].
(c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan of made by such Lender from time to timeLender, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreementhereunder.
(cd) The Administrative Agent, on behalf of the Borrower, Agent shall maintain the Register pursuant to Section 10.6(d), and a subaccount therein for each Lender, accounts in which it shall be recorded record (i) the amount of each Loan made hereunder and any Note evidencing such Loanhereunder, the Class and Type of such Loan thereof and each the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from for the Borrower account of the Lenders and each Lender's ’s share thereof.
(de) The entries made in the Register and the accounts of each Lender maintained pursuant to paragraph (c) or (d) of this Section 2.7(b) shall, to the extent permitted by applicable law, 2.10 shall be prima facie evidence of the existence and amounts of the obligations of the Borrower recorded therein recorded(absent manifest error); provided, however, provided that the failure of any Lender or the Administrative Agent to maintain the Register such accounts or any such account, or any manifest error therein, therein shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement; provided, further, that in the event of any inconsistency between the accounts maintained by the Administrative Agent pursuant to paragraph (d) of this Section 2.10 and any Lender’s records, the accounts of the Administrative Agent shall govern.
(ef) The Borrower agrees that, upon the Any Lender may request to the Administrative Agent that Loans made by any Lenderit be evidenced by a Promissory Note. In such event, the Borrower will promptly shall prepare, execute and deliver to such Lender a promissory note of Promissory Note payable to such Lender and its registered assigns; it being understood and agreed that such Lender (and/or its applicable assign) shall be required to return such Promissory Note to the Borrower evidencing any Tranche B Term Loans or Revolving Credit Loans, as the case may be, of such Lender, substantially in the forms of Exhibit F-1 or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note", respectively), accordance with appropriate insertions as to date Section 9.05(b)(iii) and principal amount; provided, that delivery of Notes shall not be a condition precedent to upon the occurrence of the Closing Termination Date (or the making of the Loans on the Closing Dateas promptly thereafter as practicable).
Appears in 1 contract
Samples: Term Loan Credit Agreement (PQ Group Holdings Inc.)
Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Revolving Credit Lender or Tranche B Term Loan Lender, as the case may be, (i) the then unpaid principal amount of each Revolving Credit Loan of such Revolving Credit Lender on the Revolving Credit Termination Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8) 8), and (ii) the principal amount of each Tranche B Term Loan of such Tranche B Term Loan Lender in installments according to the amortization schedule set forth in Section 2.3 (or on such earlier date on which the Loans become due and payable pursuant to Section 8). The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.142.15.
(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.
(c) The Administrative Agent, on behalf of the Borrower, shall maintain the Register pursuant to Section 10.6(d), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Loan made hereunder and any Note evidencing such Loan, the Type of such Loan and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender's ’s share thereof.
(d) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.7(b2.8(b) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement.
(e) The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will promptly execute and deliver to such Lender a promissory note of the Borrower evidencing any Tranche B Term Loans or Revolving Credit Loans, as the case may be, of such Lender, substantially in the forms of Exhibit F-1 or F-2, respectively (a "Tranche B “Term Note" ” or "“Revolving Credit Note"”, respectively), with appropriate insertions as to date and principal amount; provided, that delivery of Notes shall not be a condition precedent to the occurrence of the Closing Date or the making of the Loans on the Closing Date.
Appears in 1 contract
Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate each Revolving Credit Lender or Tranche B Term Loan Lender, as the case may be, (i) the then unpaid principal amount of each such Lender's Revolving Credit Loan of such Revolving Credit Lender Loans on the Revolving Credit Termination Maturity Date. In addition, if following any reduction in the Revolving Credit Commitments or at any other time the aggregate principal amount of the Revolving Credit Exposure shall exceed the aggregate Revolving Credit Commitments, the Borrower shall first, to the extent required by the following sentence, repay the Swing Loans, but only to such extent, second, repay the Revolving Credit Loans, third, repay any remaining Swing Loans and fourth, provide cover for LC Exposure as specified in Section 2.4(i), in an aggregate amount equal to such excess. If at any time either (a) the aggregate principal amount of Swing Loans outstanding exceeds the Swing Loan Sublimit or the Swing Loan Lender's Applicable Percentage of the total Revolving Credit Commitments at such time or (b) the Swing Loan Lender's Revolving Credit Exposure at such time exceeds the Swing Loan Lender's Applicable Percentage of the total Revolving Credit Commitments at such time after application of any reduction in the Revolving Credit Commitment, then the Borrower shall forthwith repay Swing Loans then outstanding in an amount equal to such excess, together with accrued interest.
(b) The Borrower hereby unconditionally promises to pay on each Quarterly Date set forth below, (or on i) to the Administrative Agent for the account of the Term A Loan Lenders principal payments in the aggregate amount set forth under the heading "Term A Loans" below opposite such earlier date on which the Loans become due and payable pursuant to Section 8) and (ii) the principal amount of each Tranche B Term Loan of such Tranche B Term Loan Lender in installments according to the amortization schedule Administrative Agent for the account of the Term B Loan Lenders principal payments in the aggregate amount set forth in Section 2.3 (or on under the heading "Term B Loans" below opposite such earlier date on which date. Quarterly Date set forth below: Quarterly Date Term A Loans Term B Loans -------------- ------------ ------------ March 31, June 30, $1,500,000 $150,000 September 30, and December 31, 1999 March 31, June 30, $2,000,000 $150,000 September 30, and December 31, 2000 March 31, June 30, $2,500,000 $150,000 September 30, and December 31, 2001 March 31, June 30, $2,750,000 $150,000 September 30, and December 31, 2002 March 31, June 30, $3,750,000 $150,000 September 30, and December 31, 2003 March 31, June 30, $5,000,000 $150,000 September 30, and December 31, 2004 March 31, June 30, $0 $6,250,000 September 30, and December 31, 2005 March 31 and June 30, $0 $15,700,000 2006 To the extent not previously paid, all Term A Loans become shall be due and payable pursuant to Section 8). The Borrower hereby further agrees to pay interest on the unpaid principal amount of the December 31, 2004 and all Term B Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annumshall be due and payable on June 30, and on the dates, set forth in Section 2.142006.
(bc) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan of made by such Lender from time to timeLender, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreementhereunder.
(cd) The Administrative Agent, on behalf Agent (or in the case of the BorrowerSwing Loans, the Swing Loan Lender) shall maintain the Register pursuant to Section 10.6(d), and a subaccount therein for each Lender, accounts in which it shall be recorded record (i) the amount of each Loan made hereunder and any Note evidencing such Loanhereunder, the Class and Type of such Loan thereof and each the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from for the Borrower account of the Lenders and each Lender's share thereof.
(de) The entries made in the Register and the accounts of each Lender maintained pursuant to paragraph (c) or (d) of this Section 2.7(b) shall, to the extent permitted by applicable law, 2.9 shall be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recordedrecorded therein; provided, however, PROVIDED that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, accounts or any error therein, therein shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement.
(ef) The Borrower agrees that, upon the Any Lender may request to the Administrative Agent that Loans made by any Lenderit be evidenced by a promissory note. In such event, the Borrower will promptly shall prepare, execute and deliver to such Lender a promissory note payable to the order of the Borrower evidencing any Tranche B Term Loans such Lender (or Revolving Credit Loansits nominee record holder) (or, as the case may be, of if requested by such Lender, substantially to such Lender (or its nominee record holder) and its registered assigns) and in a form approved by the forms of Exhibit F-1 Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 10.4) be represented by one or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note", respectively), with appropriate insertions as to date and principal amount; provided, that delivery of Notes shall not be a condition precedent more promissory notes in such form payable to the occurrence order of the Closing Date payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns) unless, in connection with an assignment of all or any portion of a promissory note and interest thereon, the making of assignee informs the Administration Agent in writing that it does not wish that its Loans on the Closing Datebe evidenced by promissory notes.
Appears in 1 contract
Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Revolving Credit Lender or Tranche B Term Loan each applicable Lender, as the case may be, :
(i) the then unpaid principal amount of each Revolving Credit Term Loan of such Revolving Credit each Term Loan Lender on the Revolving Credit Termination Date dates and in the amounts set forth in subsection 2.3 (or the then unpaid principal amount of such Term Loan, on such any earlier date on which that the Term Loans become due and payable pursuant to Section 8) and 9); and
(ii) the then unpaid principal amount of each Tranche B Term the Acquisition Loan of such Tranche B Term Loan each Acquisition Lender in installments according to on the amortization schedule set forth in Section 2.3 Merger Date (or on such any earlier date on which that the Acquisition Loans become due and payable pursuant to Section 8)9). The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.14subsection 4.8.
(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.
(c) The the Administrative Agent, on behalf of the Borrower, Agent shall maintain the Register pursuant to Section 10.6(dsubsection 11.7(d), and a subaccount therein for each Lender, in which shall be recorded recorded
(i) the amount of each Loan made hereunder and any Note evidencing such Loanhereunder, the Type of such Loan thereof and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower and each applicable Lender's share thereof.
(d) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.7(bsubsection 4.1(b) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement.
(e) The Borrower agrees that, upon the request to of any Lender through the Administrative Agent by any LenderAgent, the Borrower will promptly execute and deliver to such Lender (i) in the case of a Term Loan Lender, a promissory note of the Borrower evidencing any Tranche B the Term Loans or Revolving Credit Loans, as the case may be, Loan of such Term Loan Lender, substantially in the forms form of Exhibit F-1 or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note", respectively), A with appropriate insertions as to date and principal amount; providedamount (a "Term Loan Note") and (ii) in the case of an Acquisition Lender, that delivery of Notes shall not be a condition precedent to the occurrence promissory note of the Closing Date or Borrower evidencing the making Acquisition Loans of such Acquisition Lender, substantially in the Loans on the Closing Dateform of Exhibit B with appropriate insertions as to date and principal amount (an "Acquisition Note").
Appears in 1 contract
Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Revolving Credit Lender or Tranche B Term Loan Lender, as the case may be, : (i) the then unpaid principal amount of each Revolving Credit Loan of such Revolving Credit Lender on the Termination Date (or such earlier date on which the Revolving Credit Loans become due and payable pursuant to Section 7) and (ii) the principal amount of the Term Loans of such Term Loan Lender on the Termination Date (or on such earlier date on which the then unpaid principal amount of the Term Loans become due and payable pursuant to Section 8) and (ii) the principal amount of each Tranche B Term Loan of such Tranche B Term Loan Lender in installments according to the amortization schedule set forth in Section 2.3 (or on such earlier date on which the Loans become due and payable pursuant to Section 8)7). The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.14subsection 2.9.
(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.
(c) The Administrative Agent, on behalf of the Borrower, Agent shall maintain the Register pursuant to Section 10.6(dsubsection 9.6(d), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Revolving Credit Loan and Term Loan made hereunder and any Note evidencing such Loanhereunder, the Type of such Loan thereof and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender's share thereof.
(d) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.7(bsubsection 2.4(b) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement.
(e) The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will promptly execute and deliver to such Lender (i) a promissory note of the Borrower evidencing any Tranche B Term Loans or Revolving Credit Loans, as the case may be, Loans of such Lender, substantially in the forms form of Exhibit F-1 or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note", respectively), A-1 with appropriate insertions as to date and principal amount; providedamount (a "Revolving Credit Note"), that delivery of Notes shall not be and/or (ii) a condition precedent to the occurrence promissory note of the Closing Date or Borrower evidencing any Term Loan of such Lender, substantially in the making form of the Loans on the Closing DateExhibit A-2 with appropriate insertions as to date and principal amount (a "Term Note").
Appears in 1 contract
Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Revolving Credit Lender or Tranche B Term Loan Lender, as the case may be, (i) the then unpaid principal amount of each Revolving Credit Loan of such Revolving Credit Lender on the Revolving Credit Termination Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8) to the Agent (i) for the account of each Lender which is not Chase or a Voting Participant, the then unpaid amount of each Loan of such Lender and (ii) for the account of Chase, the then unpaid principal amount of each Tranche B Term Loan of Chase and each Voting Participant. If there are any L/C Obligations constituting undrawn Letters of Credit, the Borrower shall replace such Tranche B Term Loan Lender Letter(s) of Credit or cash collateralize such L/C Obligations, in installments according to the amortization schedule set forth each case in Section 2.3 (or on such earlier date on which the Loans become due and payable pursuant to Section 8)accordance with subsection 3.5(d). The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.14subsection 2.7. Settlement of payments with Voting Participants shall be made by Chase as provided in the Participation Agreement.
(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to such Lender resulting from each Loan (or purchase of participations in Loans pursuant to the Participation Agreement by such Lender Lender) from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement (or the Participation Agreement).
(c) The Administrative Agent, on behalf of the Borrower, Agent shall maintain the Register pursuant to Section 10.6(dsubsection 10.7(d), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Loan made hereunder and any Note evidencing such Loan, the Type of such Loan and each Interest Period applicable theretohereunder, (ii) the amount of any principal or interest due and payable or on to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender's =s share thereof.
(d) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.7(bsubsection 2.5(b) shall, to the extent permitted by applicable law, be prima facie PRIMA FACIE evidence of the existence and amounts of the obligations of the Borrower therein recorded; providedPROVIDED, howeverHOWEVER, that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made (including by way of purchase of participations pursuant to the Borrower Participation Agreement) by such Lender in accordance with the terms of this Agreement.
(e) The Borrower agrees that, upon the request to the Administrative Agent by any LenderLender which is not a Voting Participant, the Borrower will promptly execute and deliver to such Lender a promissory note of the Borrower evidencing any Tranche B Term the Loans or Revolving Credit Loansof such Lender (which, as in the case may beof Chase, of such Lendershall include Loans participated to Voting Participants pursuant to the Participation Agreement), substantially in the forms form of Exhibit F-1 or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note", respectively), D with appropriate insertions as to date and principal amount; provided, that delivery of Notes shall not be amount (a condition precedent to the occurrence of the Closing Date or the making of the Loans on the Closing Date"NOTE").
Appears in 1 contract
Samples: Credit Agreement (Recoton Corp)
Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to repay Initial Term Loans to the Administrative Agent for the account of each Term Lender (i) commencing December 31, 2017, on the last Business Day of each March, June, September and December prior to the Initial Term Loan Maturity Date (each such date being referred to as a “Loan Installment Date”), in each case in an amount equal to 0.25% of the original principal amount of the 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 and repurchases in accordance with Section 9.05(h) or increased as a result of any increase in the amount of such Initial Term Loans pursuant to Section 2.22(a)), and (ii) on the Initial Term Loan Maturity Date, in an amount equal to the remainder of the principal amount of the Initial Term Loans, outstanding on such date, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment.
(b) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Revolving Credit Lender or Tranche B Term Loan each Additional Lender, as the case may be, (i) the then then-unpaid principal amount of each Additional Revolving Credit Loan of such Revolving Credit Additional Lender on the Revolving Credit Termination Maturity Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8) and (ii) the principal amount of each Tranche B Term Loan of such Tranche B Term Loan Lender in installments according to the amortization schedule set forth in Section 2.3 (or on such earlier date on which the Loans become due and payable pursuant to Section 8). The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.14applicable thereto.
(bc) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan of made by such Lender from time to timeLender, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreementhereunder.
(cd) The Administrative Agent, on behalf of the Borrower, Agent shall maintain the Register pursuant to Section 10.6(d), and a subaccount therein for each Lender, in accounts (which shall be recorded part of the Register) in which it shall record (i) the amount of each Loan made hereunder and any Note evidencing such Loanhereunder, the Class and Type of such Loan thereof and each the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from for the Borrower account of the Lenders and each Lender's ’s share thereof.
(de) The entries made in the accounts maintained in the Register and the accounts of each Lender maintained pursuant to Section 2.7(b) shall, to the extent permitted by applicable law, shall be prima facie evidence of the existence and amounts of the obligations of the Borrower recorded therein recorded(absent manifest error); provided, however, provided that the failure of any Lender or the Administrative Agent to maintain the Register accounts pursuant to Sections 2.10(c) and 2.10(d) or any such account, or any manifest error therein, therein shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement; provided, further, that in the event of any inconsistency between the Register and any Lender’s records, the Register shall govern.
(ef) The Borrower agrees that, upon the Any Lender may request to the Administrative Agent that Loans made by any Lenderit be evidenced by a Promissory Note. In such event, the Borrower will promptly shall prepare, execute and deliver to such Lender a promissory note of Promissory Note payable to such Lender and its registered assigns; it being understood and agreed that such Lender (and/or its applicable assign) shall be required to return such Promissory Note to the Borrower evidencing any Tranche B Term Loans or Revolving Credit Loans, as the case may be, of such Lender, substantially in the forms of Exhibit F-1 or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note", respectively), accordance with appropriate insertions as to date Section 9.05(b)(iii) and principal amount; provided, that delivery of Notes shall not be a condition precedent to upon the occurrence of the Closing Termination Date (or the making of the Loans on the Closing Dateas promptly thereafter as practicable).
Appears in 1 contract
Samples: First Lien Credit Agreement (Hayward Holdings, Inc.)
Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Revolving each (Credit Agreement) Lender or Tranche B Term Loan Lender, as the case may be, (i) the then unpaid principal amount of each Working Capital Revolving Credit Loan of such Revolving Credit Lender Lender, on the Working Capital Revolving Credit Termination Date (or on such earlier date on which the Working Capital Revolving Credit Loans become due and payable pursuant to Section 8) and 11), (ii) the then unpaid principal amount of each Tranche B Term Acquisition Revolving Credit Loan of such Tranche B Term Loan Lender in installments according to Lender, on the amortization schedule set forth in Section 2.3 Acquisition Revolving Credit Termination Date (or on such earlier date on which the Acquisition Revolving Credit Loans become due and payable pursuant to Section 8)11) and (iii) the principal amount of the Term A Loans of such Lender, in 16 quarterly installments, commencing September 15, 1999, each such installment in an amount equal to such Lender's pro rata share of the respective amounts set forth for the Term A Loans in Schedule 6.2 for such installment (or the then unpaid principal amount of such Term A Loan, on the date that the Term A Loans become due and payable pursuant to Section 11). The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.14subsection 6.6.
(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.
(c) The Administrative Agent, on behalf acting for this purpose as an agent of the Borrower, shall maintain the Register pursuant to Section 10.6(dsubsection 13.6(d), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Working Capital Revolving Credit Loan, Acquisition Revolving Credit Loan and Term A Loan made hereunder and any Note evidencing such Loanhereunder, the Type thereof and, in the case of such Loan and Eurodollar Loans, each Interest Period applicable thereto, (ii) each continuation thereof and each conversion of all or a portion thereof to another Type, (iii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iiiiv) both the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender's share thereof.
(d) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.7(bsubsection 6.2(b) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided: PROVIDED, howeverHOWEVER, that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, as the case may be, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the such Borrower by such Lender in accordance with the terms of this Agreement.
(e) The Borrower agrees that, upon the request to the Administrative Agent by any Lender (other than a Notifying Lender), the Borrower will promptly execute and deliver to such Lender (i) a promissory note of the Borrower evidencing any Tranche B Term Loans or the Working Capital Revolving Credit Loans, as the case may be, Loans of such Lender, substantially in the forms form of Exhibit F-1 or F-2A-1, respectively with (Credit Agreement) appropriate insertions as to date and principal amount (a "Tranche B Term Note" or WORKING CAPITAL REVOLVING CREDIT NOTE"), payable to the order of such Lender and representing the obligation of the Borrower to pay a principal amount equal to the amount of the Working Capital Revolving Credit Note"Commitment of such Lender or, respectively)if less, the aggregate unpaid principal amount of all Working Capital Revolving Credit Loans of such Lender, with interest on the unpaid principal amount thereof from time to time outstanding under such Working Capital Revolving Credit Note as set forth in subsection 6.6, (ii) a promissory note of the Borrower evidencing the Acquisition Revolving Credit Loans of such Lender, substantially in the form of Exhibit A-2, with appropriate insertions as to date and principal amount; providedamount (an "ACQUISITION REVOLVING CREDIT NOTE"), payable to the order of such Lender and representing the obligation of the Borrower to pay a principal amount equal to the amount of the Acquisition Revolving Credit Commitment of such Lender or, if less, the aggregate unpaid principal amount of all Acquisition Revolving Credit Loans of such Lender, with interest on the unpaid principal amount thereof from time to time outstanding under such Acquisition Revolving Credit Note as set forth in subsection 6.6 and (iii) a promissory note of the Borrower evidencing the Term A Loan of such Lender, substantially in the form of Exhibit A-3, with appropriate insertions as to date and principal amount (a "TERM A LOAN NOTE"), payable to the order of such Lender and representing the obligation of the Borrower to pay a principal amount equal to the amount of the Term A Loan of such Lender, with interest on the unpaid principal amount thereof from time to time outstanding under such Term A Loan Note as set forth in subsection 6.6. Each Lender is hereby authorized to record the date, Type and amount of each Loan made by such Lender, each continuation thereof, each conversion of all or a portion thereof to another Type, the date and amount of each payment or repayment of principal thereof and, in the case of Eurodollar Loans, the length of each Interest Period with respect thereto, on the schedule annexed to and constituting a part of any Note requested by it to evidence such Loan, and any such recordation shall constitute PRIMA FACIE evidence of the accuracy of the information so recorded, PROVIDED that delivery of Notes the failure by any Lender to make any such recordation or any error in any such recordation shall not be a condition precedent to the occurrence affect any of the Closing Date or the making obligations of the Loans on the Closing DateBorrower.
Appears in 1 contract
Repayment of Loans; Evidence of Debt. (a) The Each Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Revolving Credit Lender or Tranche B Term Loan Lender, as the case may be, (i) the then unpaid principal amount of each such Borrower’s Revolving Credit Loan of such Revolving Credit Lender on the Revolving Credit Termination Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8) and (ii) the principal amount of each Tranche B Term Loan of such Tranche B Term Loan Lender in installments according to the amortization schedule set forth in Section 2.3 (or on such earlier date on which the Loans become due and payable pursuant to Section 8). The Each Borrower hereby further agrees to pay interest on the unpaid principal amount of the such Xxxxxxxx’s Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.142.11.
(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the each Borrower to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.
(c) The Administrative Agent, on behalf of the BorrowerBorrowers, shall maintain the Register pursuant to Section 10.6(d), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Loan made hereunder and any Note evidencing such Loan, the Type of such Loan and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the each Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the each Borrower and each Lender's Xxxxxx’s share thereof.
(d) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.7(b2.5(b) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the each Borrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the any Borrower to repay (with applicable interest) the Loans made to the such Borrower by such Lender in accordance with the terms of this Agreement.
(e) The Each Borrower agrees that, upon its receipt of notice of the request to the Administrative Agent by any Lender, the such Borrower will promptly execute and deliver to such Lender a promissory note of the such Borrower evidencing any Tranche B Term Loans or Revolving Credit Loans, as the case may be, Loans of such Lender, substantially in the forms form of Exhibit F-1 or F-2, respectively C (a "Tranche B Term Note" or "“Revolving Credit Note", respectively”), with appropriate insertions as to date and then outstanding principal amount; provided, that delivery of Notes shall not be a condition precedent to the occurrence of the Closing Date or the making of the Loans or issuance of Letters of Credit on the Closing Date.
Appears in 1 contract
Samples: Credit Agreement (Northwestern Corp)
Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate each Revolving Credit Lender or Tranche B Term Loan Lender, as the case may be, (i) the then unpaid principal amount of each such Lender’s Revolving Credit Loan of such Revolving Credit Lender Loans on the Maturity Date. In addition, if following any reduction in the Revolving Credit Termination Date (Commitments or on such earlier date on which at any other time the Loans become due and payable pursuant to Section 8) and (ii) the principal amount of each Tranche B Term Loan of such Tranche B Term Loan Lender in installments according to the amortization schedule set forth in Section 2.3 (or on such earlier date on which the Loans become due and payable pursuant to Section 8). The Borrower hereby further agrees to pay interest on the unpaid aggregate principal amount of the Loans from Revolving Credit Exposure shall exceed the aggregate Revolving Credit Commitment or, if at any time prior to time outstanding from the date hereof until payment in full thereof at termination of the rates per annumSpecified Hedging Agreement, the Available Amount is less than $3,000,000, the Borrower shall first, repay the Swing Loans, second, repay the Revolving Credit Loans, and on the datesthird, set forth provide cover for LC Exposure as specified in Section 2.142.4(i), in an aggregate amount equal to such excess Revolving Credit Exposure or shortfall in the Available Amount. If at any time the aggregate principal amount of Swing Loans outstanding exceeds the Swing Loan Commitment, then the Borrower shall forthwith repay Swing Loans then outstanding in an amount equal to such excess, together with accrued interest.
(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan of made by such Lender from time to timeLender, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreementhereunder.
(c) The Administrative Agent, on behalf Agent (or in the case of the BorrowerSwing Loans, the Swing Loan Lender) shall maintain the Register pursuant to Section 10.6(d), and a subaccount therein for each Lender, accounts in which it shall be recorded record (i) the amount of each Loan made hereunder and any Note evidencing such Loanhereunder, the Type of such Loan thereof and each the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from for the Borrower account of the Lenders and each Lender's ’s share thereof.
(d) The entries made in the Register and the accounts of each Lender maintained pursuant to paragraph (b) or (c) of this Section 2.7(b) shall, to the extent permitted by applicable law, 2.10 shall be prima facie evidence of the existence and amounts of the obligations of the Borrower recorded therein recordedabsent manifest error; provided, however, provided that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, accounts or any error therein, therein shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement.
(e) The Borrower agrees that, upon the request If so requested by any Lender by written notice to the Administrative Agent by any LenderBorrower, the Borrower will promptly shall prepare, execute and deliver to such Lender Lender, a promissory note of the Borrower evidencing any Tranche B Term Loans or Revolving Credit Loans, as Note in the case may be, principal amount of such Lender’s Revolving Credit Commitment. If so requested by the Swing Loan Lender by written notice to the Borrower, substantially the Borrower shall prepare, execute and deliver to the Swing Loan Lender the Swing Loan Note in the forms of Exhibit F-1 or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note", respectively), with appropriate insertions as to date and principal amount; provided, that delivery of Notes shall not be a condition precedent to the occurrence amount of the Closing Date or the making of the Loans on the Closing DateSwing Loan Commitment.
Appears in 1 contract
Repayment of Loans; Evidence of Debt. (a) The Borrower Commencing on the last day of the Fiscal Quarter ending December 31, 2012, the Borrowers hereby unconditionally promises promise to pay repay (on a joint and several basis) the Term Loans to the Administrative Agent for the account of the appropriate Revolving Credit each Lender or Tranche B Term Loan Lender, as the case may be, (i) on the then unpaid last Business Day of each March, June, September and December prior to the Maturity Date (each such date being referred to as a “Loan Installment Date”), in each case in an amount equal to 0.25% of the original principal amount of each Revolving Credit Loan the Term Loans (as such payments may be reduced from time to time as a result of such Revolving Credit Lender on the Revolving Credit Termination Date (or on such earlier date on which the Loans become due application of prepayments in accordance with Section 2.11 and payable pursuant to Section 8) 9.05(g)), and (ii) on the Maturity Date, the remainder of the principal amount of each Tranche B the Term Loan of such Tranche B Term Loan Lender in installments according to the amortization schedule set forth in Section 2.3 (or Loans outstanding on such earlier date on which the Loans become due date, together in each case with accrued and payable pursuant to Section 8). The Borrower hereby further agrees to pay unpaid interest on the unpaid principal amount of the Loans from time to time outstanding from be paid to but excluding the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.14of such payment.
(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower Borrowers to such Lender resulting from each Loan of made by such Lender from time to timeLender, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreementhereunder.
(c) The Administrative Agent, on behalf of the Borrower, Agent shall maintain the Register pursuant to Section 10.6(d), and a subaccount therein for each Lender, accounts in which it shall be recorded record (i) the amount of each Loan made hereunder and any Note evidencing such Loanhereunder, the Class and Type of such Loan thereof and each the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower Borrowers to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from for the Borrower account of the Lenders and each Lender's ’s share thereof.
(d) The entries made in the Register and the accounts of each Lender maintained pursuant to paragraph (b) or (c) of this Section 2.7(b) shall, to the extent permitted by applicable law, shall be prima facie evidence of the existence and amounts of the obligations of the Borrower recorded therein recorded(absent manifest error); providedprovided that, however, that the failure of any Lender or the Administrative Agent to maintain the Register such accounts or any such account, or any manifest error therein, therein shall not in any manner affect the obligation of the Borrower Borrowers to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement; provided, further, that in the event of any inconsistency between the accounts maintained by the Administrative Agent pursuant to paragraph (c) of this Section and any Lender’s records, the accounts of the Administrative Agent shall govern.
(e) The Borrower agrees that, upon the Any Lender may request to the Administrative Agent that Loans made by any Lenderit be evidenced by a Promissory Note. In such event, the Borrower will promptly Borrowers shall prepare, execute and deliver to such Lender a promissory note of Promissory Note payable to such Lender and its registered assigns. Thereafter, the Borrower evidencing any Tranche B Term Loans evidenced by such Promissory Note and interest thereon shall at all times (including after assignment pursuant to Section 9.05) be represented by one or Revolving Credit Loans, as the case may be, of more Promissory Notes in such Lender, substantially in the forms of Exhibit F-1 or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note", respectively), with appropriate insertions as to date and principal amount; provided, that delivery of Notes shall not be a condition precedent form payable to the occurrence of the Closing Date or the making of the Loans on the Closing Datepayee named therein and its registered assigns.
Appears in 1 contract
Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Revolving Credit Lender or Tranche B Term Loan Lender, as the case may be, (i) the then unpaid principal amount of each Revolving Credit Loan of and Swing Line Loan made by such Revolving Credit Lender to the Borrower, on the Revolving Credit Facility Termination Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8) 10) and (ii) the principal amount of each the Tranche B Term Loan of made by such Tranche B Term Loan Lender to the Borrower, in installments according to the amortization schedule set forth in Section 2.3 2.3(b) (or on such earlier date on which the Loans become due and payable pursuant to Section 8)10). The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans made to it from time to time outstanding from the date hereof of such Loans until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.145.8.
(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to such Lender resulting from each Loan of such Lender to the Borrower from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.
(c) The Administrative Agent, on behalf of the Borrower, shall maintain the Register pursuant to Section 10.6(d12.6(b)(iv), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Loan made or continued hereunder and any Note evidencing such Loan, (ii) the Type of such Loan and each Interest Period applicable thereto, (iiiii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iiiiv) both the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender's ’s share thereof.
(d) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.7(b5.1(b) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that (x) in the event of a conflict between the Register and the accounts maintained pursuant to Section 5.1(b), the Register shall govern and (y) the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement.
(e) The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will promptly execute and deliver to such Lender a promissory note of the Borrower evidencing any Tranche B Term Loans, Revolving Credit Loans or Revolving Credit Swing Line Loans, as the case may be, of such Lender, substantially in the forms of Exhibit F-1 G-1, G-2 or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note"G-3, respectively), with appropriate insertions as to date and principal amount; provided, that delivery of Notes shall not be a condition precedent to the occurrence of the Closing Date or the making of the Loans on the Closing Date.
Appears in 1 contract
Repayment of Loans; Evidence of Debt. (a) The Borrower Company hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Revolving Credit each Lender or Tranche B Term Loan Lender, as the case may be, (i) the then unpaid principal amount of each Revolving Credit Loan of such Revolving Credit Lender on the Revolving Credit Termination Date (or on such earlier date on which the Revolving Credit Loans become due and payable pursuant to Section 8) 10) and (ii) the principal amount of each the Tranche B Term Loan Loans of each Term Lender, in accordance with the applicable amortization schedule set forth in subsection 2.2 (or the then unpaid principal amount of such Tranche B Term Loan Lender in installments according to Loans, on the amortization schedule set forth in Section 2.3 (date that any or on such earlier date on which all of the Tranche B Term Loans become due and payable pursuant to Section 8)10). The Borrower Company hereby further agrees to pay interest on the unpaid principal amount of the Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.14subsection 5.7.
(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower Company to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.
(c) The Administrative Agent, on behalf of the Borrower, Agent shall maintain the Register pursuant to Section 10.6(dsubsection 12.6(d), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Loan made hereunder and any Note evidencing such Loanhereunder, the Type of such Loan thereof and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower Company to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower Company and each Lender's share thereof.
(d) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.7(bsubsection 5.2(b) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower Company therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower Company to repay (with applicable interest) the Loans made to the Borrower such Company by such Lender in accordance with the terms of this Agreement.
(e) The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will promptly execute and deliver to such Lender a promissory note of the Borrower evidencing any Tranche B Term Loans or Revolving Credit Loans, as the case may be, of such Lender, substantially in the forms of Exhibit F-1 or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note", respectively), with appropriate insertions as to date and principal amount; provided, that delivery of Notes shall not be a condition precedent to the occurrence of the Closing Date or the making of the Loans on the Closing Date.
Appears in 1 contract
Samples: Credit Agreement (Be Aerospace Inc)
Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Revolving Credit Lender, Term Loan Lender or Tranche B Term Loan the Swing Line Lender, as the case may be, (i) the then unpaid principal amount of each Revolving Credit Loan of such Revolving Credit Lender on the Revolving Credit Termination Date (or such earlier date on which the Loans become due and payable pursuant to Section 8), (ii) the then unpaid principal amount of each Swing Line Loan of such Swing Line Lender on the earlier of (x) ten Business Days after the borrowing of such Swing Line Loan, (y) one Business Day after written notice from the Administrative Agent or the Swing Line Lender to the Borrower that any Revolving Credit Lender has become a Defaulting Revolving Credit Lender, and (z) the Revolving Credit Termination Date (or such earlier date on which the Loans become due and payable pursuant to Section 8) and (iiiii) the principal amount of each Tranche B the Term Loan of such Tranche B Term Loan Lender in installments according to the amortization schedule set forth in Section 2.3 (or on such earlier date on which the Loans become due and payable pursuant to Section 8). The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.142.15.
(ba) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.
(cb) The Administrative Agent, on behalf of the Borrower, shall maintain the Register pursuant to Section 10.6(d), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Loan made hereunder and any Note evidencing such Loan, the Type of such Loan thereof and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender's ’s share thereof.
(dc) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.7(b2.8(b) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recordedrecorded (absent manifest error); provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the such Borrower by such Lender in accordance with the terms of this Agreement.
(ed) The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will promptly execute and deliver to such Lender a promissory note of the Borrower evidencing any Tranche B the Term Loan, Revolving Credit Loans or Revolving Credit Swing Line Loans, as the case may be, of such Lender, substantially in the forms of Exhibit F-1 G-1, G-2 or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note"G-3, respectively), with appropriate insertions as to date and principal amount; provided, that delivery of Notes shall not be a condition precedent to the occurrence of the Closing Effective Date or the making of the Loans or issuance of Letters of Credit on the Closing Effective Date.
Appears in 1 contract
Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate each Revolving Credit Lender or Tranche B Term Loan Lender, as the case may be, (i) the then unpaid principal amount of each Revolving Credit Loan of such Revolving Credit Lender made to the Borrower on the Revolving Credit Termination Maturity Date (for such Loans, or in each case, on such earlier date on which the Loans become due and payable pursuant to Section 8) and (ii) the principal amount of each Tranche B Term Loan of such Tranche B Term Loan Lender in installments according to the amortization schedule set forth in Section 2.3 (or on such earlier date on which the Loans become due and payable pursuant to Section 8)7. The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans made to the Borrower from time to time outstanding from the date hereof Closing Date until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.142.11. Each Subsidiary Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving Credit Loan of such Lender made to such Subsidiary Borrower on the Maturity Date or on such earlier date on which the Loans become due and payable pursuant to Section 7. Each Subsidiary Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans made to such Subsidiary Borrower from time to time outstanding from the Closing Date until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.11.
(b) The Borrower unconditionally promises to pay to the Administrative Agent, for the account of each Lender that makes a Competitive Loan to the Borrower, on the last day of the Interest Period applicable to such Competitive Loan, the principal amount of such Competitive Loan. The Borrower further unconditionally promises to pay interest on each such Competitive Loan for the period from and including the date of Borrowing of such Competitive Loan on the unpaid principal amount thereof from time to time outstanding at the applicable rate per annum determined as provided in, and payable as specified in, Section 2.11. Each Subsidiary Borrower unconditionally promises to pay to the Administrative Agent, for the account of each Lender that makes a Competitive Loan to such Subsidiary Borrower, on the last day of the Interest Period applicable to such Competitive Loan, the principal amount of such Competitive Loan made to such Subsidiary Borrower. Each Subsidiary Borrower further unconditionally promises to pay interest on each such Competitive Loan made to such Subsidiary Borrower for the period from and including the date of Borrowing of such Competitive Loan on the unpaid principal amount thereof from time to time outstanding at the applicable rate per annum determined as provided in, and payable as specified in, Section 2.11.
(c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower and any Subsidiary Borrower to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement. Upon the request of any Lender to the Borrower or any Subsidiary Borrower made through the Administrative Agent, the Borrower or such Subsidiary Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note, which shall evidence such Lender’s Loans to the Borrower or such Subsidiary Borrower in addition to such account or accounts.
(cd) The Administrative Agent, on behalf of the Borrower, Agent shall maintain the Register pursuant to Section 10.6(d10.3(e), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Loan made hereunder and any Note evidencing such Loanhereunder, the Interest Rate Type of such Loan thereof and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower and any Subsidiary Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower or any Subsidiary Borrower and each Lender's ’s share thereof.
(de) The entries made in the Register and the accounts of each Lender maintained pursuant to this Section 2.7(b) 2.10 shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower and any Subsidiary Borrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower or any Subsidiary Borrower to repay (with applicable interest) the Loans made to the Borrower or the relevant Subsidiary Borrower by such Lender in accordance with the terms of this Agreement.
(e) The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will promptly execute and deliver to such Lender a promissory note of the Borrower evidencing any Tranche B Term Loans or Revolving Credit Loans, as the case may be, of such Lender, substantially in the forms of Exhibit F-1 or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note", respectively), with appropriate insertions as to date and principal amount; provided, that delivery of Notes shall not be a condition precedent to the occurrence of the Closing Date or the making of the Loans on the Closing Date.
Appears in 1 contract
Repayment of Loans; Evidence of Debt. (a) The Borrower Borrowers hereby unconditionally promise to repay Initial Term Loans, in Dollars, to the Administrative Agent for the account of each Term Lender (i) commencing September 30, 2021October 31, 2024, on the last Business Day of each March, June, September and DecemberJanuary, April, July and October prior to the Initial Term Loan Maturity Date (each such date being referred to as a “Loan Installment Date”), in each case in an amount equal to 0.25% of the original principal amount of the 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 and repurchases in accordance with Section 9.05(h) or increased as a result of any increase in the amount of such Initial Term Loans pursuant to Section 2.22(a)), and (ii) on the Initial Term Loan Maturity Date, in an amount equal to the remainder of the principal amount of the Initial Term Loans outstanding on such date, together in each case with accrued and unpaid interest on the principal amount to be paid to, but excluding, the date of such payment.
(b) The Borrowers hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Revolving Credit Lender or Tranche B Term Loan each Additional Lender, as the case may be, (i) the then then-unpaid principal amount of each Additional Revolving Credit Loan of such Revolving Credit Additional Lender on the Revolving Credit Termination Maturity Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8) and (ii) the principal amount of each Tranche B Term Loan of such Tranche B Term Loan Lender in installments according to the amortization schedule set forth in Section 2.3 (or on such earlier date on which the Loans become due and payable pursuant to Section 8). The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.14applicable thereto.
(bc) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the each Borrower to such Lender resulting from each Loan of made by such Lender from time to timeLender, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreementhereunder.
(cd) The Administrative Agent, on behalf of the Borrower, Agent shall maintain the Register pursuant to Section 10.6(d), and a subaccount therein for each Lender, in accounts (which shall be recorded part of the Register) in which it shall record (i) the amount of each Loan made hereunder and any Note evidencing such Loanhereunder, the Class and Type of such Loan thereof and each the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the each Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from for the Borrower account of the Lenders and each Lender's ’s share thereof.
(de) The entries made in the accounts maintained in the Register and the accounts of each Lender maintained pursuant to Section 2.7(b) shall, to the extent permitted by applicable law, shall be prima facie evidence of the existence and amounts of the obligations of the Borrower recorded therein recorded(absent manifest error); provided, however, provided that the failure of any Lender or the Administrative Agent to maintain the Register accounts pursuant to Sections 2.10(c) and 2.10(d) or any such account, or any manifest error therein, therein shall not in any manner affect the obligation of the Borrower Borrowers to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement; provided, further, that in the event of any inconsistency between the Register and any Xxxxxx’s records, the Register shall govern.
(ef) The Borrower agrees that, upon the Any Lender may request to the Administrative Agent that Loans made by any Lenderit be evidenced by a Promissory Note. In such event, the applicable Borrower will promptly shall prepare, execute and deliver to such Lender a promissory note of Promissory Note payable to such Lender and its registered assigns; it being understood and agreed that such Lender (and/or its applicable assign) shall be required to return such Promissory Note to the Parent Borrower evidencing any Tranche B Term Loans or Revolving Credit Loans, as the case may be, of such Lender, substantially in the forms of Exhibit F-1 or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note", respectively), accordance with appropriate insertions as to date Section 9.05(b)(iii) and principal amount; provided, that delivery of Notes shall not be a condition precedent to upon the occurrence of the Closing Termination Date (or the making of the Loans on the Closing Dateas promptly thereafter as practicable).
Appears in 1 contract
Repayment of Loans; Evidence of Debt. (a) The Each Borrower hereby unconditionally promises to pay to the Administrative Agent Agent, for the account of the appropriate Revolving Credit Lender or Tranche B Term Loan Lender, as the case may be, (i) the then unpaid principal amount of each the applicable Revolving Credit Loan Loans of such Revolving Credit Lender made to such Borrower on the applicable Revolving Credit Termination Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8) and 7.02).
(iib) The US Borrower hereby unconditionally promises to pay to the Administrative Agent, for the account of the appropriate Term Lender or the appropriate Swing Line Lender, as the case may be, (i) the principal amount of each Tranche B Original Term Loan of such Tranche B Term Loan Lender in installments according to the amortization schedule set forth in Section 2.3 2.03(a) (or on such earlier date on which the Loans become due and payable pursuant to Section 8). The Borrower hereby further agrees 7.02), (ii) with respect to pay interest any Incremental Term Loan under an Incremental Term Loan Facility, the principal amount of each Incremental Term Loan of the relevant series of Incremental Term Loans according to the relevant repayment schedule agreed to by the Lenders of such Incremental Term Loan pursuant to Section 2.26 (or on such earlier date on which the Loans become due and payable pursuant to Section 7.02), (iii) with respect to any Extended Term Loan, the principal amount of each Extended Term Loan according to the relevant repayment schedule agreed to by the Lender of such Extended Term Loan in the applicable Extension Offer (or such earlier date on which the Loans became due and payable pursuant to Section 7.02), (iv) with respect to any Refinancing Term Loan, the principal amount of each Refinancing Term Loan according to the relevant repayment schedule agreed to by the Lender of such Refinancing Term Loan in the applicable Refinancing Amendment (or such earlier date on which the Loans became due and payable pursuant to Section 7.02) and (v) the then unpaid principal amount of the Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.14.
(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to such Lender resulting from each Swing Line Loan of such Swing Line Lender from time that were made to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.
(c) The Administrative Agent, US Borrower on behalf the earlier of the Borrower, shall maintain fifth Business Day after such Swing Line Loan is made and the Register pursuant to Section 10.6(d), and a subaccount therein for each Lender, in last day of the Swing Line Commitment Period (or on such earlier date on which shall be recorded (i) the amount of each Loan made hereunder and any Note evidencing such Loan, the Type of such Loan and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to Loans become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender's share thereof.
(d) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.7(b) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded7.02); provided, however, provided that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement.
(e) The Borrower agrees that, upon the request to the Administrative Agent by any Lenderon each date that a US Revolving Borrowing is made, the US Borrower will promptly execute and deliver to shall repay all Swing Line Loans that were outstanding on such Lender a promissory note of the Borrower evidencing any Tranche B Term Loans or Revolving Credit Loans, as the case may be, of such Lender, substantially in the forms of Exhibit F-1 or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note", respectively), with appropriate insertions as to date and principal amount; provided, that delivery of Notes shall not be a condition precedent to the occurrence of the Closing Date or the making of the Loans on the Closing Datedate.
Appears in 1 contract
Samples: Credit Agreement (Compass Minerals International Inc)
Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Revolving Credit Lender or Tranche B Term Loan Lender, as the case may be, relevant Lenders (i) in respect of Revolving Loans, on the then Revolving Maturity Date (or such earlier date as, and to the extent that, such Revolving Loan becomes due and payable pursuant to Section 2.05 or Article VII), the unpaid principal amount of each Revolving Credit Loan of and each Swingline Loan made by each such Revolving Credit Lender on the Revolving Credit Termination Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8) Lender; and (ii) in respect of the Initial Term Loan, unless the Initial Term Loan becomes due and payable earlier pursuant to Section 2.05 or Article VII, the unpaid principal amount of each Tranche B the Initial Term Loan in consecutive quarterly installments on the last Business Day of such Tranche B each of March, June, September and December commencing March 31, 2014 in an aggregate amount for each installment equal to 0.25% of the aggregate principal amount of the Initial Term Loan Lender in installments according to as of the amortization schedule set forth in Section 2.3 (or on such earlier date on which Restatement Date with the Loans become remainder due and payable in full on the Initial Term Loan Maturity Date (as the amounts of individual installments may be adjusted pursuant to Section 8)2.05 hereof). The Borrower hereby further agrees to pay interest in immediately available funds at the applicable office of the Administrative Agent (as specified in Section 2.13 (a)) on the unpaid principal amount of the Revolving Loans, Swingline Loans and Term Loans made from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.142.08. All payments required hereunder shall be made in Dollars.
(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to the appropriate lending office of such Lender resulting from each Loan made by such lending office of such Lender from time to time, including the amounts of principal and interest payable and paid to such lending office of such Lender on behalf of the Borrower from time to time under this Agreement.
(c) The Administrative Agent, on behalf of the Borrower, Agent shall maintain the Register pursuant to Section 10.6(d)9.10, and a subaccount therein for each Lender, in which Register and subaccounts (taken together) shall be recorded (i) the amount of each Loan made hereunder and any Note evidencing such Loan, the Class and Type of each such Loan and each the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and in respect of each such Loan, (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower in respect of each such Loan and each Lender's ’s share thereofthereof and (iv) the amount of Loans of each Class owed to each Lender.
(d) The entries made in the Register and the accounts of each Lender maintained pursuant to paragraphs (b) and (c) of this Section 2.7(b2.07 and the Notes maintained pursuant to paragraph (e) of this Section 2.07 shall, to the extent permitted by applicable lawApplicable Law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the such account, such Register or any such accountsubaccount, as applicable, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement.
(e) The Borrower agrees thatLoans of each Class made by each Lender shall, upon if requested by the applicable Lender (which request shall be made to the Administrative Agent Agent), be evidenced by any Lender, the Borrower will promptly execute and deliver to such Lender a promissory note single Note duly executed on behalf of the Borrower evidencing any Tranche B Term Loans Borrower, in substantially the form attached as Exhibit D-1 or Revolving Credit LoansD-2, as applicable, with the case may beblanks appropriately filled, payable to the order of such Lender, substantially in the forms of Exhibit F-1 or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note", respectively), with appropriate insertions as to date and principal amount; provided, that delivery of Notes shall not be a condition precedent to the occurrence of the Closing Date or the making of the Loans on the Closing Date.
Appears in 1 contract
Samples: Credit Agreement (Consolidated Communications Holdings, Inc.)
Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Revolving Credit Lender or Tranche B Term Loan Lender, as the case may be, (i) the then unpaid principal amount of each Revolving Credit Loan of such Revolving Credit Lender on the Revolving Credit Termination Date (or on such earlier date on which (x) principal payments are required by Section 2.8 or 2.10 or (y) the Loans become due and payable pursuant to Section 8) and (ii) the principal amount of each Tranche B Term Loan of such Tranche B Term Loan Lender in installments according to the amortization schedule set forth in Section 2.3 (or on such earlier date on which (x) principal payments are required by Section 2.10 or (y) the Loans become due and payable pursuant to Section 8)8) which shall be applied pursuant to Section 2.16. The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.142.13.
(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.
(c) The Administrative Agent, on behalf of the Borrower, shall maintain the Register pursuant to Section 10.6(d), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Loan made hereunder and any Note evidencing such Loan, the Type of such Loan and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender's share thereof.
(d) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.7(b2.6(b) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement.
(e) The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will promptly execute and deliver to such Lender a promissory note of the Borrower evidencing any Tranche B Term Loans or Revolving Credit Loans, as the case may be, of such Lender, substantially in the forms of Exhibit F-1 G-1 or F-2G-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note", respectively), with appropriate insertions as to date and principal amount; provided, that delivery of Notes shall not be a condition precedent to the occurrence of the Closing Date or the making of the Loans on the Closing Date.
Appears in 1 contract
Repayment of Loans; Evidence of Debt. (a) The Company and each Domestic Subsidiary Borrower hereby unconditionally promises promise to pay to the Administrative Agent for the account of the appropriate each U.S. Revolving Credit Lender or Tranche B Term Loan Lender, as the case may be, (i) in U.S. Dollars the then unpaid principal amount of each U.S. Revolving Credit Loan of such Lender made to the Company or such Domestic Subsidiary Borrower on the Facility Termination Date and on such other dates and in such other amounts as may be required from time to time under the terms of this Agreement. The Company and each Domestic Subsidiary Borrower hereby further agree to pay to the Agent for the account of each U.S. Revolving Credit Lender on the Revolving Credit Termination Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8) and (ii) the principal amount of each Tranche B Term Loan of such Tranche B Term Loan Lender interest in installments according to the amortization schedule set forth in Section 2.3 (or on such earlier date on which the Loans become due and payable pursuant to Section 8). The Borrower hereby further agrees to pay interest U.S. Dollars on the unpaid principal amount of the U.S. Revolving Credit Loans from time to time outstanding from the date hereof until payment thereof in full thereof at the rates per annum, and on the dates, set forth in Section 2.142.8.
(b) Each The Company and each Foreign Subsidiary Borrower hereby unconditionally promise to pay to the Agent for the account of each Euro Revolving Credit Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness the relevant Available Foreign Currency the then unpaid principal amount of the Borrower to such Lender resulting from each Euro Revolving Credit Loan of such Lender from time made to time, including the Company or such Foreign Subsidiary Borrower on the Facility Termination Date and on such other dates and in such other amounts of principal and interest payable and paid to such Lender as may be required from time to time under the terms of this Agreement. The Company and each Foreign Subsidiary Borrower hereby further agree to pay to the Agent for the account of each Euro Revolving Credit Lender interest in the relevant Available Foreign Currency on the unpaid principal amount of the Euro Revolving Credit Loans from time to time outstanding until payment thereof in full at the rates per annum, and on the dates, set forth in Section 2.8.
(c) The Administrative Agent, on behalf Company and each Domestic Subsidiary Borrower hereby unconditionally promise to pay to the Agent for the account of each U.S. Term Loan Lender in U.S. Dollars the entire outstanding principal amount of the Borrower, shall maintain U.S. Term Loan in eight (8) equal quarterly installments payable on the Register pursuant to Section 10.6(d), and a subaccount therein for each Lender, in which shall be recorded (i) date three months after the amount of each Loan made hereunder and any Note evidencing such Loan, the Type of such Loan Facility Termination Date and each Interest Period applicable theretosuccessive three months thereafter to and including the Maturity Date, (ii) when the amount of any principal or interest U.S. Term Loan should be due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender's share thereofin full.
(d) The entries made Company and each Foreign Subsidiary Borrower hereby unconditionally promise to pay to the Agent for the account of each Euro Term Loan Lender in the Register relevant Available Foreign Currencies the entire outstanding principal amount of the Euro Term Loan in eight (8) equal quarterly installments payable on the date three months after the Facility Termination Date and each successive three months thereafter to and including the accounts Maturity Date, when the Euro Term Loan should be due and payable in full.
2.2.2 The books and records of the Agent and of each Lender maintained pursuant to Section 2.7(b) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower Borrowers therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, books and records or any error therein, shall not in any manner affect the obligation of the Borrower Borrowers to repay (with applicable interest) the Loans made to the Borrower such Borrowers by such Lender in accordance with the terms of this Agreement.
(e) 2.2.3 The Borrower agrees Borrowers agree that, upon the request to the Administrative Agent by any LenderLender from time to time and the subsequent request to the Company by the Agent, the Borrower relevant Borrowers will promptly execute and deliver to such Lender a (a) promissory note notes of the each Borrower evidencing any Tranche B Term Loans or the Revolving Credit Loans, as the case may be, Loans of any such requesting Revolving Credit Lender, substantially in the forms form of Exhibit F-1 or F-2with appropriate insertions as to date, respectively currency and principal amount (each, a "Tranche B Term Note" or "Revolving Credit Note", respectively), and (b) promissory notes of each Borrower evidencing the Term Loans of any such requesting Term Loan Lenders, substantially in the form of Exhibit F-2 with appropriate insertions as to date and principal amountamount (each, a "Term Loan Note"); provided, that the delivery of such Notes shall not be a condition precedent to the occurrence of the Closing Effective Date or the making of the Loans on the Closing Dateany Advance.
Appears in 1 contract
Samples: Loan Agreement (Diebold Inc)
Repayment of Loans; Evidence of Debt. (a) The Each Borrower (or, in the case of clauses (ii) and (iii) below, the Borrower) hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Revolving Credit Lender or Tranche B Term Loan Lender, as the case may be, (i) the then unpaid principal amount of each Revolving Credit Loan of such Revolving Credit Lender, on the Revolving Credit Termination Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8), (ii) the then unpaid principal amount of each Swing Line Loan of such Swing Line Lender on the Revolving Credit Termination Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8) and (iiiii) the principal amount of each Tranche B Term Loan of such Tranche B Term Loan Lender made to such Borrower, in installments according to the amortization schedule set forth in Section 2.3 (or on such earlier date on which the Loans become due and payable pursuant to Section 8). The Each Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans made to it from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.142.17. Except as otherwise provided herein, the principal amount of each Loan (and any interest thereon) shall be repayable in the currency in which such Loan was made.
(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower Borrowers to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.
(c) The Administrative Agent, on behalf of the BorrowerBorrowers, shall maintain the Register pursuant to Section 10.6(d10.6(e), and a subaccount therein for each Lender, in which shall be recorded (i) the amount and currency of each Loan made hereunder and any Note evidencing such Loan, the Type of such Loan and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the relevant Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the relevant Borrower and each Lender's share thereof.
(d) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.7(b2.10(b) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower Borrowers therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower Borrowers to repay (with applicable interest) the Loans made to the Borrower Borrowers by such Lender in accordance with the terms of this Agreement.
(e) The Borrower agrees Borrowers agree that, upon the request to the Administrative Agent by any Lender, the relevant Borrower will promptly execute and deliver to such Lender a promissory note of the such Borrower evidencing any Tranche B Term Loans, Revolving Credit Loans or Revolving Credit Swing Line Loans, as the case may be, of such Lender, substantially in the forms of Exhibit F-1 G-1, G-2 or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note"G-3, respectively), with appropriate insertions as to date and principal amount; provided, that delivery of Notes shall not be a condition precedent to the occurrence of the Closing Date or the making of the Loans on the Closing Date.
Appears in 1 contract
Repayment of Loans; Evidence of Debt. (a) The Each Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Revolving Credit Lender or Tranche B A-1 Term Loan Lender or the Swing Line Lender, as the case may be, (i) the then unpaid principal amount of each Revolving Credit Loan of made by such Revolving Credit Lender to such Borrower on the Revolving Credit Termination Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8) 8), (ii) the then unpaid principal amount of each Swing Line Loan made by the Swing Line Lender to such Borrower on the Revolving Credit Termination Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8 or, if earlier, the applicable Swing Line Loan Termination Date), (iii) the then unpaid principal amount of each Competitive Bid Loan made by such Revolving Credit Lender to such Borrower on the Revolving Credit Termination Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8 or, if earlier, the applicable maturity date of such Competitive Bid Loan) and (iiiv) the principal amount of each the Tranche B A-1 Term Loan of such Tranche B Term Loan Lender in installments according to the amortization schedule set forth in terms of Section 2.3 (or on such earlier date on which the Loans become due and payable pursuant to Section 8). The Each Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans made to it from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.142.15.
(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower Borrowers to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.
(c) The Administrative Agent, on behalf of the BorrowerBorrowers, shall maintain the Register pursuant to Section 10.6(d), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Loan made hereunder and any Note evidencing such Loan, the Type of such Loan and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the each Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the each Borrower and each Lender's ’s share thereof.
(d) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.7(b2.8(b) shall, to the extent permitted by applicable lawlaw and absent manifest error, be prima facie evidence of the existence and amounts of the obligations of the Borrower Borrowers therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the any Borrower to repay (with applicable interest) the Loans made to the such Borrower by such any Lender in accordance with the terms of this Agreement.
(e) The Each Borrower agrees that, upon the request to the Administrative Agent by any Lender, the such Borrower will promptly execute and deliver to such Lender a promissory note Note of the such Borrower evidencing any Tranche B A-1 Term Loans, Revolving Credit Loans, Swing Line Loans or Revolving Credit Competitive Bid Loans, as the case may be, of such LenderLender owed by such Borrower, substantially in the forms of Exhibit F-1 or F-1, F-2, F-3 or F-4 respectively (a "“Tranche B A-1 Term Note" or "”, “Revolving Credit Note"”, “Swing Line Note” or “Competitive Bid Note”, respectively), with appropriate insertions as to date and principal amount; provided, that delivery of Notes shall not be a condition precedent to the occurrence of the Closing Date or the making of the Loans or issuance of Letters of Credit on the Closing Date.
Appears in 1 contract
Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Revolving Credit Lender or Tranche B Term Loan Lender, as the case may be, relevant Lenders (i) in respect of Revolving Credit Borrowings, on the then Revolving Credit Maturity Date (or such earlier date as, and to the extent that, such Revolving Loan becomes due and payable pursuant to Section 2.05 or Article VII), the unpaid principal amount of each Revolving Credit Loan and each Swingline Loan made to it by each such Lender, (ii) in respect of such Revolving Credit Lender First Lien Term Borrowings, on the Revolving Credit Termination First Lien Term Loan Maturity Date (or on such earlier date on which as, and to the Loans become extent that, such First Lien Term Loan becomes due and payable pursuant to Section 8) and (ii) 2.05 or Article VII), the unpaid principal amount of each Tranche B First Lien Term Loan held by each such Lender and (iii) in respect of such Tranche B Second Lien Term Borrowings, on the Second Lien Term Loan Lender in installments according to the amortization schedule set forth in Section 2.3 Maturity Date (or on such earlier date on which as, and to the Loans become extent that, such Second Lien Term Loan becomes due and payable pursuant to Section 8)Article VII), the unpaid principal amount of each Second Lien Term Loan held by each such Lender. The Borrower hereby further agrees to pay interest in immediately available funds at the applicable office of the Administrative Agent (as specified in Section 2.13(a)) on the unpaid principal amount of the Revolving Loans, Swingline Loans and Term Loans made to it from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.142.08. All payments required hereunder shall be made in Dollars.
(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to the appropriate lending office of such Lender resulting from each Loan made by such lending office of such Lender from time to time, including the amounts of principal and interest payable and paid to such lending office of such Lender from time to time under this Agreement.
(c) The Administrative Agent, on behalf of the Borrower, Agent shall maintain the Register pursuant to Section 10.6(d)9.04, and a subaccount therein for each Lender, in which Register and subaccounts (taken together) shall be recorded (i) the amount of each Loan made hereunder and any Note evidencing such Loan, the Class and Type of each such Loan and each the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder in respect of each such Loan and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower in respect of each such Loan and each Lender's share thereof.
(d) The entries made in the Register and the accounts of each Lender maintained pursuant to paragraphs (b) and (c) of this Section 2.7(b2.07 and the Notes maintained pursuant to paragraph (e) of this Section 2.07 shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; providedPROVIDED, howeverHOWEVER, that the failure of any Lender or the Administrative Agent to maintain the such account, such Register or any such accountsubaccount, as applicable, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement.
(e) The Loans of each Class made by each Lender to the Borrower agrees thatshall, upon if requested by the applicable Lender (which request shall be made to the Administrative Agent Agent), be evidenced by any Lender, the Borrower will promptly execute and deliver to such Lender a promissory note single Note duly executed on behalf of the Borrower evidencing any Tranche B Term Loans or Revolving Credit LoansBorrower, in substantially the form attached hereto as EXHIBIT X-0, -0, -0 xx -0, as applicable, with the case may beblanks appropriately filled, payable to the order of such Lender, substantially in the forms of Exhibit F-1 or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note", respectively), with appropriate insertions as to date and principal amount; provided, that delivery of Notes shall not be a condition precedent to the occurrence of the Closing Date or the making of the Loans on the Closing Date.
Appears in 1 contract
Samples: Credit Agreement (Polymer Group Inc)
Repayment of Loans; Evidence of Debt. (a) The Borrower Borrowers hereby unconditionally promise to repay Initial Term Loans, in Dollars, to the Administrative Agent for the account of each Term Lender (i) commencing September 30, 2021, on the last Business Day of each March, June, September and December prior to the Initial Term Loan Maturity Date (each such date being referred to as a “Loan Installment Date”), in each case in an amount equal to 0.25% of the original principal amount of the 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 and repurchases in accordance with Section 9.05(h) or increased as a result of any increase in the amount of such Initial Term Loans pursuant to Section 2.22(a)), and (ii) on the Initial Term Loan Maturity Date, in an amount equal to the remainder of the principal amount of the Initial Term Loans outstanding on such date, together in each case with accrued and unpaid interest on the principal amount to be paid to, but excluding, the date of such payment.
(b) The Borrowers hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Revolving Credit Lender or Tranche B Term Loan each Additional Lender, as the case may be, (i) the then then-unpaid principal amount of each Additional Revolving Credit Loan of such Revolving Credit Additional Lender on the Revolving Credit Termination Maturity Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8) and (ii) the principal amount of each Tranche B Term Loan of such Tranche B Term Loan Lender in installments according to the amortization schedule set forth in Section 2.3 (or on such earlier date on which the Loans become due and payable pursuant to Section 8). The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.14applicable thereto.
(bc) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the each Borrower to such Lender resulting from each Loan of made by such Lender from time to timeLender, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreementhereunder.
(cd) The Administrative Agent, on behalf of the Borrower, Agent shall maintain the Register pursuant to Section 10.6(d), and a subaccount therein for each Lender, in accounts (which shall be recorded part of the Register) in which it shall record (i) the amount of each Loan made hereunder and any Note evidencing such Loanhereunder, the Class and Type of such Loan thereof and each the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the each Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from for the Borrower account of the Lenders and each Lender's ’s share thereof.
(de) The entries made in the accounts maintained in the Register and the accounts of each Lender maintained pursuant to Section 2.7(b) shall, to the extent permitted by applicable law, shall be prima facie evidence of the existence and amounts of the obligations of the Borrower recorded therein recorded(absent manifest error); provided, however, provided that the failure of any Lender or the Administrative Agent to maintain the Register accounts pursuant to Sections 2.10(c) and 2.10(d) or any such account, or any manifest error therein, therein shall not in any manner affect the obligation of the Borrower Borrowers to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement; provided, further, that in the event of any inconsistency between the Register and any Xxxxxx’s records, the Register shall govern.
(ef) The Borrower agrees that, upon the Any Lender may request to the Administrative Agent that Loans made by any Lenderit be evidenced by a Promissory Note. In such event, the applicable Borrower will promptly shall prepare, execute and deliver to such Lender a promissory note of Promissory Note payable to such Lender and its registered assigns; it being understood and agreed that such Lender (and/or its applicable assign) shall be required to return such Promissory Note to the Parent Borrower evidencing any Tranche B Term Loans or Revolving Credit Loans, as the case may be, of such Lender, substantially in the forms of Exhibit F-1 or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note", respectively), accordance with appropriate insertions as to date Section 9.05(b)(iii) and principal amount; provided, that delivery of Notes shall not be a condition precedent to upon the occurrence of the Closing Termination Date (or the making of the Loans on the Closing Dateas promptly thereafter as practicable).
Appears in 1 contract
Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Revolving Credit Lender or Tranche B Term Loan Lender, as the case may be, (i) the then unpaid principal amount of each Revolving Credit Loan of such each Revolving Credit Lender on the Revolving Credit Termination Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8) 8.1) and (ii) the then unpaid principal amount of each Tranche B Term Loan of such Tranche B each Term Loan Lender in installments according to on the amortization schedule set forth in Section 2.3 Term Loan Maturity Date for such Term Loans (or on such earlier date on which the Loans become due and payable pursuant to Section 8)8.1). The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans from time to time outstanding from the date hereof Restatement Effective Date until payment in full thereof thereof, in each case, at the rates per annum, and on the dates, set forth in Section 2.142.13.
(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness Indebtedness of the Borrower to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.
(c) The Administrative Agent, on behalf of the Borrower, shall maintain the Register pursuant to Section 10.6(d), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Loan made hereunder and any Note evidencing such Loan, the Type of such Loan and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender's share thereof[Reserved].
(d) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.7(b) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement[Reserved].
(e) The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will promptly execute and deliver to such Lender a promissory note of the Borrower evidencing any Tranche B Term Revolving Credit Loans or Revolving Credit Term Loans, as the case may be, of such Lender, substantially in the forms of Exhibit F-1 or F-2, respectively (a "Tranche B Term Note" or "“Revolving Credit Note", respectively” or “Term Note”), with appropriate insertions as to date and principal amount; provided, that delivery of Notes shall not be a condition precedent to the occurrence of the Closing Second Amendment Effective Date, the Third Amendment Effective Date or the Fourth Amendment Effective Date, or the making of the Loans or issuance of Letters of Credit on the Closing Restatement Effective Date, any Second Tranche Term Loan Funding Date or any Fourth Amendment Term Loan Funding Date.
Appears in 1 contract
Samples: Credit Agreement (Essential Properties Realty Trust, Inc.)
Repayment of Loans; Evidence of Debt. (a) The Borrower Borrowers hereby unconditionally promises promise to pay to the Administrative Agent (i) for the account of the appropriate Revolving Credit each Lender or Tranche B Term Loan Lender, as the case may be, (i) the then unpaid principal amount of each Revolving Credit Loan of such Lender (other than AMERICAS 94977503 Incremental Revolving Credit Lender Loans and Extended Revolving Loans), which in the case of (A) the Initial Revolving Loans, shall be repaid on the Initial Maturity Date and (B) the Swing Line Loans, shall be repaid on the earlier of the first Maturity Date after the making thereof and the fifth Business Day after such Swing Line Loan is made (provided that on each such date that a Revolving Credit Termination Borrowing is made, the Borrowers shall repay all Swing Line Loans that are outstanding on the date such Borrowing is requested), (ii) for the account of each Additional Incremental Lender, the then unpaid principal amount of any Incremental Revolving Loans made by each Additional Incremental Lender (A) in the currency in which the relevant Incremental Revolving Loan was made, subject to the requirements of Section 2.5 and (B) to the extent not previously paid, which shall be due and payable on the Initial Maturity Date and (iii) for the account of each applicable Lender, the then unpaid principal amount of any Extended Revolving Loan of such Lender, (1) in accordance with the relevant Extension, subject to the requirements of Section 4.24 and (2) to the extent not previously paid, which shall be due and payable on the Maturity Date applicable to such Extended Revolving Loan as provided in the relevant Extension, or, in each of clauses (i) through (iii) above, the then unpaid principal amount of any or all (or a portion thereof) of the Initial Revolving Loans, Swing Line Loans, Incremental Revolving Loans or Extended Revolving Loans, on such earlier the date on which that any or all (or a portion thereof) of the Initial Revolving Loans, Swing Line Loans, Incremental Revolving Loans or Extended Revolving Loans, as applicable, become due and payable pursuant to Section 8) and (ii) the principal amount of each Tranche B Term Loan of such Tranche B Term Loan Lender in installments according to the amortization schedule set forth in Section 2.3 (or on such earlier date on which the Loans become due and payable pursuant to Section 8)9. The Borrower Borrowers hereby further agrees agree to pay interest on the unpaid principal amount of the Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.144.7.
(a) The Borrower’s obligation to pay the principal of, and interest on, the Loans of any Class under a Tranche made by a Lender shall, if requested by such Lender, be evidenced by a promissory note duly executed and promptly delivered by the Borrowers substantially in the form of Exhibit P-1 (in the case of Revolving Loans, each a “Revolving Note” and, collectively, the “Revolving Notes”) or Exhibit P-2 (in the case of Swing Line Loans, each a “Swing Line Note” and, collectively, the “Swing Line Notes”), as the case may be.
(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower Borrowers to such Lender resulting from each Loan of any Class under a Tranche made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.
(c) The Administrative Agent, on behalf of the Borrower, Agent shall maintain the Register pursuant to Section 10.6(d11.6(d), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Loan made hereunder and any Note evidencing such Loanhereunder, the Type of such Loan and Class thereof and each Interest Period applicable thereto, (ii) any Notes issued in respect thereof and (vi) the amount of any principal or interest due and payable or to become due and payable from the Borrower Borrowers to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower Borrowers and each Lender's ’s share thereof.
(d) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.7(b4.2(c) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower Borrowers therein recorded; provided, however, that (i) the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower Borrowers AMERICAS 94977503 to repay (with applicable interest) the Loans made to the Borrower Borrowers by such Lender in accordance with the terms of this AgreementAgreement and (ii) in the event of any inconsistency between the Register and any Lender’s records, the recordations in the Register shall govern.
(e) The Borrower agrees that, upon the request Notwithstanding anything to the Administrative Agent contrary contained above in this Section 2.5 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans under a Tranche to the Borrowers shall affect or in any manner impair the obligations of the Borrowers to pay the Loans under such Tranche (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any Lenderway affect the security or guarantees therefor provided pursuant to the various Loan Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in Section 4.2(c). At any time when any Lender requests the delivery of a Note to evidence any of its Loans under a Tranche, the Borrower will shall promptly execute and deliver to such the respective Lender a promissory note of the Borrower evidencing any Tranche B Term Loans or Revolving Credit Loans, as the case may be, of such Lender, substantially requested Note in the forms of Exhibit F-1 appropriate amount or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note", respectively), with appropriate insertions as amounts to date and principal amount; provided, that delivery of Notes shall not be a condition precedent to the occurrence of the Closing Date or the making of the Loans on the Closing Dateevidence such Loans.
Appears in 1 contract
Repayment of Loans; Evidence of Debt. (ai) The Borrower hereby unconditionally promises to repay the outstanding principal amount of the Initial Term Loans to the Administrative Agent for the account of each Initial Term Lender (A) on the last Business Day of each March, June, September and December (commencing on the last Business Day of September 2026) (each such date, a “Scheduled Payment Amortization Date”), in each case, in an amount equal to 0.25% of the principal amount of the Initial Term Loans made on the Closing Date and (B) on the Initial Term Loan Maturity Date, in an amount equal to the remainder of the principal amount of the Initial Term Loans outstanding on such date, together, in each case, with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment.
(ii) The Borrower hereby unconditionally promises to repay the outstanding principal amount of the Delayed Draw Term Loans to the Administrative Agent for the account of each Delayed Draw Term Lender on the Delayed Draw Term Loan Maturity Date, in an amount equal to the remainder of the principal amount of the Delayed Draw Term Loans outstanding on such date, together, in each case, with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment.
(iii) The Borrower shall repay the Additional Term Loans of any Class in such scheduled amortization installments and on such date or dates as shall be specified therefor in the applicable Refinancing Amendment, Incremental Facility Amendment or Extension/Modification Amendment (as such payments may be reduced from time to time as a result of the application of prepayments in accordance with Section 2.10 or repurchases in accordance with Section 9.05(g) or increased as a result of any increase in the principal amount of the Additional Term Loan of such Class pursuant to Section 2.21(a)).
(i) The Borrower hereby unconditionally promises to pay (A) to the Administrative Agent for the account of each Initial Revolving Lender, the appropriate then outstanding principal amount of the Initial Revolving Loans of such Lender on the Initial Revolving Credit Lender or Tranche B Term Loan Maturity Date and (B) to the Administrative Agent for the account of each Additional Revolving Lender, as the case may be, (i) the then unpaid outstanding principal amount of each Additional Revolving Credit Loan of such Additional Revolving Credit Lender on the Revolving Credit Termination Maturity Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8) and applicable thereto.
(ii) On the principal amount of each Tranche B Term Loan of such Tranche B Term Loan Lender in installments according Maturity Date applicable to the amortization schedule set forth in Section 2.3 Revolving Credit Commitments of any Class, the Borrower shall (A) cancel and return outstanding Letters of Credit or alternatively, with respect to each outstanding Letter of Credit, furnish to the Administrative Agent a Cash deposit (or on such earlier date on which if reasonably satisfactory to the Loans become due and payable pursuant relevant Issuing Bank, a “backstop” letter of credit) equal to Section 8). The Borrower hereby further agrees to pay interest on 103.0% of the unpaid principal amount of the Loans from time LC Exposure plus any accrued and unpaid interest thereon (minus any amount then on deposit in the LC Collateral Account or any Cash collateral account established for the benefit of the relevant Issuing Bank) as of such date, in each case, to time outstanding from the date hereof until extent necessary so that, after giving effect thereto, the aggregate amount of the Revolving Credit Exposure attributable to the Revolving Credit Commitments of any other Class shall not exceed the Revolving Credit Commitments of such other Class then in effect and (B) make payment in full thereof at in Cash of all accrued and unpaid fees and all reimbursable expenses and other Obligations with respect to the rates per annumRevolving Facility of the applicable Class then due, together with accrued and on the dates, set forth in Section 2.14unpaid interest (if any) thereon.
(bc) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan of made by such Lender from time to timeLender, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreementhereunder.
(cd) The Administrative Agent, on behalf of the Borrower, Agent shall maintain the Register pursuant to Section 10.6(d), and a subaccount therein for each Lender, accounts in which it shall be recorded record (i) the amount of each Loan made hereunder and any Note evidencing such Loanhereunder, the Class and Type of such Loan thereof and each the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from for the Borrower account of the Lenders or the Issuing Banks and each Lender's ’s or Issuing Bank’s share thereof.
(de) The entries made in the Register and the accounts of each Lender maintained pursuant to clauses (d) or (e) of this Section 2.7(b) shall, to the extent permitted by applicable law, shall be prima facie evidence of the existence and amounts of the obligations of the Borrower recorded therein recorded(absent manifest error); provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register such accounts or any such account, or any manifest error therein, therein shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement; provided, further, that in the event of any inconsistency between the accounts maintained by the Administrative Agent pursuant to clause (e) of this Section and any Lender’s records, the accounts of the Administrative Agent shall govern. Notwithstanding the foregoing, in the event of any inconsistency between the accounts maintained purusant to clauses (d) or (e) and the Register, the Register shall govern.
(ef) The Borrower agrees that, upon the Any Lender may request to the Administrative Agent that any Loan made by any Lenderit be evidenced by a Promissory Note. In such event, the Borrower will promptly shall prepare, execute and deliver a Promissory Note to such Lender a promissory note of payable to such Lender and its registered assigns; it being understood and agreed that such Lender (and/or its applicable assign) shall be required to return such Promissory Note to the Borrower evidencing any Tranche B Term Loans or Revolving Credit Loans, as the case may be, of such Lender, substantially in the forms of Exhibit F-1 or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note", respectively), accordance with appropriate insertions as to date Section 9.05(b)(iii) and principal amount; provided, that delivery of Notes shall not be a condition precedent to upon the occurrence of the Closing Termination Date (or as promptly thereafter as practicable). If any Lender loses the making original copy of its Promissory Note, it shall execute an affidavit of loss containing an indemnification provision reasonably satisfactory to the Loans on the Closing DateBorrower.
Appears in 1 contract
Samples: Credit Agreement (Cano Health, Inc.)
Repayment of Loans; Evidence of Debt. (a) The Borrower Company hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Revolving Credit each Lender or Tranche B Term Loan Lender, as the case may be, (i) the then unpaid principal amount of each Revolving Credit Loan of such Revolving Credit Lender on the Revolving Credit Termination Date (or on such earlier date on which the Revolving Credit Loans become due and payable pursuant to Section 8) and (ii) the principal amount of each Tranche B Term Loan of such Tranche B Term Loan Lender in installments according to the amortization schedule set forth in Section 2.3 (or on such earlier date on which the Loans become due and payable pursuant to Section 8)Article 10). The Borrower Company hereby further agrees to pay interest on the unpaid principal amount of the Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.145.7.
(b) At all times during a period when a Cash Dominion Event has occurred and is continuing, (i) on each Business Day, the Administrative Agent shall apply all funds credited to the Collection Account as of 10:00 A.M., New York City time, on such Business Day (whether or not immediately available), first, to prepay any Protective Advances, second, to prepay the Revolving Credit Loans, third, to the payment of any Revolving L/C Obligations then outstanding, and fourth, to Cash Collateralize outstanding Letters of Credit, without a corresponding reduction in the Revolving Credit Commitments and (ii) on each Business Day following the last day of the Asset Sale Reserve Period, the Administrative Agent shall apply all funds credited to the Asset Sale Reserve Account as of 10:00 A.M., New York City time, on such Business Day (whether or not immediately available), first, to prepay any Protective Advances, second, to prepay the Revolving Credit Loans, third, to the payment of any Revolving L/C Obligations then outstanding, and fourth, to Cash Collateralize outstanding Letters of Credit, without a corresponding reduction in the Revolving Credit Commitments; provided that if the Asset Sale Reserve Period ends as a result of the Cash Dominion Event that commenced such Asset Sale Reserve Period no longer being continuing, the Administrative Agent shall promptly apply funds credited to the Asset Sale Reserve Account at the Borrower’s direction for any purpose not prohibited hereunder. Notwithstanding the foregoing, to the extent any funds credited to the Asset Sale Reserve Account constitute Net Proceeds of a Notes Priority Collateral Prepayment Event, the application of such proceeds shall be subject to Section 5.6(c).
(c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower Company to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.
(cd) The Administrative Agent, on behalf of the Borrower, Agent shall maintain the Register pursuant to Section 10.6(d12.6(d), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Loan made hereunder and any Note evidencing such Loanhereunder, the Type of such Loan thereof and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower Company to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower Company and each Lender's ’s share thereof.
(de) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.7(b5.2(c) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower Company therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower Company to repay (with applicable interest) the Loans made to the Borrower such Company by such Lender in accordance with the terms of this Agreement.
(e) The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will promptly execute and deliver to such Lender a promissory note of the Borrower evidencing any Tranche B Term Loans or Revolving Credit Loans, as the case may be, of such Lender, substantially in the forms of Exhibit F-1 or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note", respectively), with appropriate insertions as to date and principal amount; provided, that delivery of Notes shall not be a condition precedent to the occurrence of the Closing Date or the making of the Loans on the Closing Date.
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Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of the appropriate Revolving Credit each Lender or Tranche B Term Loan Lender, as the case may be, (i) the then unpaid principal amount of each Revolving Credit Loan of such Revolving Credit Lender made to the Borrower on the Revolving Credit Termination Maturity Date in Dollars and (ii) in the case of the Borrower, to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Credit 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 three (3) 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.
(i) The Borrower promises to repay in Dollars the Tranche A Term Loans at the dates following the Restatement Effective Date and in the amounts set forth below: provided, however, that (i) in the event that any New Tranche A Term Commitments terminate without the borrowing of the full amount of Tranche A Term Loans thereunder, each amount set forth above shall be decreased by (x) in the case of each amount set forth above required to be paid prior to June 30, 2013, 1.25% of the principal amount of such earlier date unutilized New Tranche A Term Commitments, (y) in the case of each amount set forth above required to be paid on which or after June 30, 2013 and prior to the Loans become due Term Loan A Maturity Date, 2.50% of the principal amount of such unutilized New Tranche A Term Commitments and payable (z) in the case of the amount required to be paid on the Term Loan A Maturity Date, the excess of (A) the full principal amount of such unutilized New Tranche A Term Commitments minus (B) the aggregate amount of reductions pursuant to Section 8) subclauses (x) and (y) above and (ii) the principal amount of each Tranche B Term Loan of such Tranche B Term Loan Lender in installments according to Borrower shall repay the amortization schedule set forth in Section 2.3 (or on such earlier date on which the Loans become due and payable pursuant to Section 8). The Borrower hereby further agrees to pay interest on the entire unpaid principal amount of the Tranche A Term Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.14Term Loan A Maturity Date.
(bii) The Borrower promises to repay in Dollars the entire unpaid principal amount of the Tranche B Term Loans on the Term Loan B Maturity Date.
(iii) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan of made by such Lender from time to timeLender, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreementhereunder.
(c) The Administrative Agent, on behalf of the Borrower, Agent shall maintain the Register pursuant to Section 10.6(d), and a subaccount therein for each Lender, accounts in which it shall be recorded record (i) the amount of each Loan made hereunder and any Note evidencing such Loanhereunder, the Class and Type of such Loan thereof and each the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from for the Borrower account of the Lenders and each Lender's ’s share thereof.
(d) The entries made in the Register and the accounts of each Lender maintained pursuant to paragraph (c) or (d) of this Section 2.7(b) shall, to the extent permitted by applicable law, shall be prima facie evidence of the existence and amounts of the obligations of the Borrower recorded therein recordedabsent manifest error; provided, however, provided that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, accounts or any error therein, therein shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement.
(e) The Borrower agrees that, upon the Any Lender may request to the Administrative Agent that Loans made by any Lenderit be evidenced by promissory notes. In such event, the Borrower will promptly shall prepare, execute and deliver to such Lender promissory notes payable to such Lender and its registered assigns and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note notes and interest thereon shall at all times (including after assignment pursuant to Section 9.04 of the Borrower evidencing any Tranche B Term Loans this Agreement) be represented by one or Revolving Credit Loans, as the case may be, of more promissory notes in such Lender, substantially in the forms of Exhibit F-1 or F-2, respectively (a "Tranche B Term Note" or "Revolving Credit Note", respectively), with appropriate insertions as to date and principal amount; provided, that delivery of Notes shall not be a condition precedent form payable to the occurrence of the Closing Date or the making of the Loans on the Closing Datepayee named therein and its registered assigns.
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Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay to (i) the Administrative Agent for the account of the appropriate Revolving Credit Lender or Tranche B Term Loan Lender, as the case may be, (i) the then unpaid principal amount of each Revolving Credit Loan of such Revolving Credit Lender on the Revolving Credit Termination Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8) 8.1) and (ii) to each Swing Line Lender the then unpaid principal amount of each Tranche B Term Swing Line Loan of such Tranche B Term Loan Swing Line Lender in installments according to on the amortization schedule set forth in Section 2.3 Revolving Credit Termination Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8)8.1). The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans from time to time outstanding from the date hereof until payment in full thereof thereof, in each case, at the rates per annum, and on the dates, set forth in Section 2.142.13.
(ba) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.
(cb) The Administrative Agent, on behalf of the Borrower, shall maintain the Register pursuant to Section 10.6(d), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Revolving Credit Loan made hereunder and any Note evidencing such Revolving Credit Loan, the Type of such Revolving Credit Loan and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Revolving Credit Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Revolving Credit Lender's ’s share thereof. Each Swing Line Lender, on behalf of the Borrower, shall record (i) the amount of each Swing Line Loan made by such Swing Line Lender hereunder and any Note evidencing such Swing Line Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to such Swing Line Lender hereunder and (iii) the amount of any sum received by such Swing Line Lender hereunder from the Borrower.
(dc) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.7(b2.5(b) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement.
(ed) The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will promptly execute and deliver to such Lender a promissory note of the Borrower evidencing any Tranche B Term Revolving Credit Loans or Revolving Credit Swing Line Loans, as the case may be, of such Lender, substantially in the forms of Exhibit F-1 or F-2, respectively (a "Tranche B Term Note" or "“Revolving Credit Note"” or “Swing Line Note”, respectively), with appropriate insertions as to date and principal amount; provided, that delivery of Notes shall not be a condition precedent to the occurrence of the Closing Effective Date or the making of the Loans or issuance of Letters of Credit on the Closing Effective Date.
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