Term Loan Credit Facility. The Term Loan Credit Facility shall have been duly authorized, executed and delivered by the parties thereto, shall be in full force and effect on terms and conditions reasonably satisfactory to Administrative Agent and shall provide for commitments of not less than $265,000,000;
Term Loan Credit Facility. The Administrative Agent shall have received reasonably satisfactory evidence of the repayment in full of the Term Loan Credit Facility and the release of liens in connection therewith.
Term Loan Credit Facility. The Company shall (x) reasonably cooperate with Parent and (y) obtain not less than two (2) Business Days prior to the Closing (or such later date as the Parent shall reasonably agree) a fully executed and customary payoff letter (the “Payoff Letter”), with respect to that certain Loan and Security Agreement, dated as of September 21, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “Term Loan Credit Facility”), by and among the Company, Allos Therapeutics, Inc., Talon Therapeutics, Inc., and Spectrum Pharmaceuticals International Holdings, LLC, as borrowers, and SLR Investment Corp. as collateral agent (the “Term Loan Collateral Agent”) which shall include provisions setting forth the aggregate amounts required to satisfy in full all indebtedness evidenced thereunder (other than (i) inchoate indemnity obligations, and (ii) other obligations that, by their terms survive termination of the Term Loan Credit Facility and the other Loan Documents, in each case, for which no claim has been made)), and (z) in accordance with the Parent Payoff Source Determination, prior to or substantially concurrently with the Closing, repay, or cause to be repaid, on behalf of the Company and its Subsidiaries, all amounts necessary to discharge in full the Term Loan Credit Facility (other than (i) inchoate indemnity obligations, and (ii) other obligations that, by their terms survive termination of the Term Loan Credit Facility and the other Loan Documents, in each case for which no claim has been made) and terminate the commitments thereunder in accordance with the Payoff Letter. All parties agree that Parent shall be responsible for the payment and reimbursement of all principal, interest, fees, costs, expenses (including, without limitation, legal fees and expenses) and other amounts in connection with the repayment of the Term Loan Credit Facility (provided that, such amounts may be funded using, at the election of the Parent, the Company’s cash or Parent’s cash (such election, the “Parent Payoff Source Determination”)).
Term Loan Credit Facility. Promptly following the receipt or delivery thereof, copies of any material demands or notices of default received or delivered by Company, any of its Subsidiaries, from or to any agent or lender under the Term Loan Credit Facility under or in connection with the Term Loan Credit Facility and copies of any completed amendment, restatement, supplement or other modification to or waiver of the Term Loan Credit Facility or collateral documents related thereto entered into on or after the date hereof;
Term Loan Credit Facility. Upon the expiration of the Commitment Period, the Revolving Credit Facility shall automatically convert to a term loan repayable in accordance with the terms and conditions of the Note, the maturity date of which term loan shall be that date which is forty-five (45) calendar months after the expiration of the Commitment Period.
Term Loan Credit Facility. (a) Upon the terms and conditions ------------------------- (including, without limitation, the right of the Lender to decline to make any Loan so long as any Default or Event of Default exists) and relying on the representations and warranties contained in this Credit Agreement, the Lender agrees, during the Commitment Period, to make Loans, in immediately available funds to or for the benefit of the Borrower, from time to time on any Business Day designated by the Borrower following receipt by the Lender of a Borrowing Request; provided, however, no Loan shall exceed the then existing Available Commitment.
(b) Subject to the terms of this Credit Agreement, during the Commitment Period, the Borrower may borrow and prepay Loans. Any Loan borrowed and repaid may not be reborrowed. Except for prepayments made pursuant to Section 2.7, each borrowing and prepayment of principal of Loans shall be in an amount at least equal to $100,000. Each borrowing of a Loan shall be deemed a separate borrowing.
(c) The Loans shall be evidenced by the Note.
Term Loan Credit Facility. ADVANCES Section 3.01 The Advances; Closing Date Cashless Settlement Exchange. 61 Section 3.02 Procedure for Borrowing. 162 Section 3.03 Conversions and Elections Regarding Advances 162 Section 3.04 Circumstances Requiring Floating Rate Pricing 1[Reserved] 63 Section 3.05 Interest on Advances 163 ARTICLE 4 CONDITIONS OF LENDING Section 4.01 Conditions Precedent to the Initial Accommodation 164 Section 4.02 No Waiver 166 ii LEGAL_1:80104424.8 ARTICLE 5 REPRESENTATIONS AND WARRANTIES Section 5.01 Representations and Warranties 166 Section 5.02 Survival of Representations and Warranties 174 ARTICLE 6 COVENANTS OF THE LOAN PARTIES Section 6.01 Affirmative Covenants 174 Section 6.02 Negative Covenants 184 Section 6.03 Financial Covenant 189 ARTICLE 7 EVENTS OF DEFAULT Section 7.01 Events of Default 190 Section 7.02 Remedies Upon Demand and Default 192 ARTICLE 8 YIELD PROTECTION Section 8.01 Increased Costs; Reserves on LIBORTerm SOFR Advances 193 Section 8.02 Taxes 195 Section 8.03 Mitigation Obligations: Replacement of Lenders 197 Section 8.04 Illegality; Inability to Determine Rates 1 ARTICLE 9 RIGHT OF SETOFF Section 9.01 Right of Setoff. 198 ARTICLE 10 SHARING OF PAYMENTS BY LENDERS Section 10.01 Sharing of Payments by Lenders 199 ARTICLE 11 ADMINISTRATIVE AGENT’S CLAWBACK Section 11.01 Administrative Agent’s Claw back 100 ARTICLE 12 AGENCY Section 12.01 Appointment and Authority 101 Section 12.02 Rights as a Lender 102 Section 12.03 Exculpatory Provisions 102 Section 12.04 Reliance by Administrative Agent 103 Section 12.05 Indemnification of Agents 104 Section 12.06 Delegation of Duties 104 Section 12.07 Replacement of Administrative Agent or Collateral Agent 105 Section 12.08 Non-Reliance on Agents and Other Lenders 106 Section 12.09 Collective Action of the Lenders 106 Section 12.10 No Other Duties, etc. 106 Section 12.11 Administrative Agent May File Proofs of Claim 107 iii LEGAL_1:80104424.8 Section 12.12 Certain ERISA Matters 107 ARTICLE 13
Term Loan Credit Facility. 9 3/4% Note Tender Offer Closing. The effectiveness of the consents set forth in Sections 2.1(b), 2.1(c), 2.1(d), 2.1(e), 2.1(f), 2.1(g) and 2.1(h) shall be subject to the satisfaction of each of the following conditions:
(a) each of the conditions set forth in Sections 5.1 and 5.2 hereof shall have been and shall be satisfied;
(b) the aggregate Excess Availability of Borrowers as determined by Agent (calculated based upon the Borrowing Base as in effect on the Term Loan Funding Date), as of the consummation of the initial funding of the term loans under the Term Loan Credit Facility, shall be not less than $35,000,000 after giving effect to the initial funding of the term loans under the Term Loan Credit Facility and after giving effect to all payments required under the terms of the 9 3/4% Note Tender Offer Documents and the deposit of funds in the Term Loan Collateral Account as required under Section 5.3(c) below;
(c) Agent shall have received, in form and substance satisfactory to Agent, evidence that proceeds of the initial funding of the term loans under the Term Loan Credit Facility in an amount not less than the amount necessary to repurchase, prepay or redeem any 9 3/4% Notes that shall remain outstanding immediately following the Term Loan Funding Date, shall have been deposited into the Term Loan Collateral Account or otherwise directed to repurchase, prepay or redeem the 9 3/4% Notes;
(d) Operating has borrowed not less than $285,000,000 of the loans pursuant to the Term Loan Documents;
(e) Agent shall have received, in form and substance satisfactory to Agent, evidence that the liens on and security interests in the assets of Operating and the Black Canyon Guarantors granted pursuant to the Black Canyon Security Agreement will be released and terminated (including UCC termination statements with respect to financing statements filed of record with respect to such liens and security interests) upon the initial funding of the term loans under the Term Loan Documents;
(f) Agent shall have received, in form and substance satisfactory to Agent, evidence that the 9 3/4% Note Tender Offer Documents have been duly authorized, executed and delivered by the parties thereto in accordance with their terms and as stated in the Offer to Purchase for Cash Any and All Outstanding 9 3/4% Senior Subordinated Notes due 2014 (CUSIP No. 00000XXX0) and Solicitation of Consents to Amendments to the Related Indenture, dated October 3, 2005, Operating has acquired 9 ...
Term Loan Credit Facility. Substantially concurrently with the satisfaction of the other conditions precedent set forth in this subsection 6.1, the Parent Borrower shall have entered into the Term Loan Credit Agreement.
Term Loan Credit Facility. The Administrative Agent shall have received reasonably satisfactory evidence of the repayment in full of all obligations under Amended and Restated Senior Secured Term Loan Credit Agreement, dated as of July 28, 2015 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Term Loan Credit Agreement”), among the Borrower, the lenders party thereto and ING Capital LLC, as administrative agent for the lenders under the Term Loan Credit Agreement, duly executed and delivered by each of the parties thereto.
