Term Loans; Term Notes. (a) Subject to the terms and conditions set forth in this Agreement, each US Term Lender agrees to loan to US Borrower on the Closing Date its Pro Rata Share of the US Term Loan, which, in the aggregate, equals an original principal amount of Fourteen Million Dollars ($14,000,000); provided however that the amount of the Pro Rata Share of the US Term Loan of any US Term Lender shall not at any time exceed its separate Commitment. The US Term Loan is not a revolving credit facility and may not be drawn, repaid and redrawn. Any repayments of principal on the US Term Loan shall be applied to permanently reduce such US Term Loan. The obligations of the US Term Lenders hereunder are several and not joint or joint and several. The US Term Loan shall be evidenced by Term Notes, payable to the order of each US Term Lender in the principal amount of the related Commitment of the applicable US Term Lender, duly executed and delivered by US Borrower. Each US Term Lender hereby is authorized, but is not obligated, to enter the amount of such US Term Lender's Pro Rata Share of outstanding principal of the US Term Loan and the amount of each payment or prepayment of principal and interest thereon on the reverse of or on an attachment to such US Term Lender's Term Note. On the Closing Date, US Borrower irrevocably authorizes Agent and US Term Lenders to disburse the proceeds of the US Term Loan to the applicable account(s) of US Borrower set forth on Schedule 2.4, in all cases for credit to US Borrower, via Federal funds wire transfer. (b) Subject to the terms and conditions set forth in this Agreement, each Canadian Term Lender agrees to loan to Canadian Borrower on the Closing Date its Pro Rata Share of the Canadian Term Loan, which, in the aggregate, equals an original principal amount of Six Million Five Hundred Thousand Dollars ($6,500,000); provided however that the amount of the Pro Rata Share of the Canadian Term Loan of any Canadian Term Lender shall not at any time exceed its separate Commitment. The Canadian Term Loan is not a revolving credit facility and may not be drawn, repaid and redrawn. Any repayments of principal on the Canadian Term Loan shall be applied to permanently reduce such Canadian Term Loan. The obligations of the Canadian Term Lenders hereunder are several and not joint or joint and several. The Canadian Term Loan shall be evidenced by Term Notes, payable to the order of each Canadian Term Lender in the principal amount of the related Commit...

Term Loans; Term Notes. (a) Pursuant to the Original Agreement, each Lender severally (and not jointly) made a term loan (each a "Term Loan" and, as the context may require, collectively with all other Term Loans of all other Lenders, the "Term Loans") to GP Canada and such Term Loans shall continue to be subject to all the terms and conditions of this Agreement. Subject to the provisions of Sections 2.3 and 3.3, at the option of GP Canada, Term Loans may be made as one or more (i) ABR Advances, (ii) Eurodollar Advances or (iii) any combination thereof. As of August 1, 2000, the Term Loans had an aggregate outstanding principal balance of $13,500,000.00. (b) The Term Loans made by each Lender shall be evidenced by promissory notes of GP Canada, which shall amend and restate in their entirety the Term Note payable to such Lender and provided in connection with the Original Agreement and each of which shall be substantially in the form of Exhibit B-2 hereto with appropriate insertions therein as to date and principal amount (each, as indorsed or modified from time to time, a "Term Note" and, collectively with the Term Notes of all other Lenders, the "Term Notes"), payable to the order of such Lender, dated the Closing Date, and in the stated principal amount equal to the unpaid principal amount of such Lender's GP Canada Commitment Amount as of the Closing Date. Subject to Section 2.2(c), the aggregate outstanding principal balance of the Term Loans are payable in twelve (12) quarterly principal payments, the first eleven (11) of which shall be in the amount of One Hundred Eighty Seven Thousand Five Hundred and 00/100 Dollars ($187,500.00) each, payable on the first day of each April, July, October and January, commencing October 1, 2000, and the 12th and final installment due on the GP Canada Maturity Date shall be in an amount equal to the then outstanding principal balance and all accrued and unpaid interest. (c) Notwithstanding anything contained in this Agreement, except for sums due and owing upon an Event of Default, neither GP Canada nor the Parent shall be required (individually or together) to repay or otherwise reduce more than 25% of the original aggregate principal amount of any Term Loan pursuant to this Agreement prior to the GP Canada Maturity Date (including amounts repaid prior to the Closing Date and amounts required to be repaid under Section 2.2(b)), and the maximum amount to be applied to the repayment of any Term Loan shall be 25% of the original aggregate pr...

Term Loans; Term Notes. In addition to the foregoing, subject to the terms and conditions of this letter agreement, the Bank will make one or more term loans (the "Term Loans") to the Borrower. The Term Loans are available as follows: (1) At the Borrower's request, and subject to the terms and conditions of this letter agreement, the Bank will make one or more Term Loans ("Tranche A Term Loans") to the Borrower in an aggregate original principal amount not to exceed $250,000. Such Tranche A Term Loans may be made on any Business Day prior to the first to occur of (i) the close of business on November 30, 1999 or (ii) the earlier termination of the Term Loan facilities pursuant to Section 5.2 or Section 6.6. (2) In addition, at the Borrower's request, and subject to the terms and conditions of this letter agreement, the Bank will make one or more Term Loans ("Tranche B Term Loans") to the Borrower in an aggregate original principal amount not to exceed $400,000. Such Tranche B Term Loans may be made on any Business Day prior to the first to occur of (i) the close of business on January 31, 2000 or (ii) the earlier termination of the Term Loan facilities pursuant to Section 5.2 or Section 6.6. (3) In addition, at the Borrower's request, and subject to the terms and conditions of this letter agreement, the Bank will make one or more Term Loans ("Tranche C Term Loans") to the Borrower in an aggregate original principal amount not to exceed $550,000. Such Tranche C Term Loans may be made on any Business Day prior to the first to occur of (i) the close of business on March 31, 2000 or (ii)

Term Loans; Term Notes. In addition to the foregoing, the Bank may ---------------------- make one or more loans (the "Term Loans") to the Borrower in an aggregate principal amount up to $1,500,000. On or about the date of execution and delivery of this letter agreement, the Bank is making a Term Loan (the "Initial Term Loan") to the Borrower in order to refinance the costs of items of Qualifying Equipment acquired by the Borrower on or prior to June 30, 1996 and heretofore expressly approved by the Bank for this purpose. The Initial Term Loan will be in the original principal amount of $675,000. Following the Initial Term Loan, the Bank may make one or more additional loans (the "Additional Term Loans") to the Borrower, at the Borrower's request, with no more than one Additional Term Loan to be made per calendar quarter (except that more than one Additional Term Loan may be made in any calendar quarter provided that each such Additional Term Loan in any one calendar quarter following the first such Additional Term Loan during such calendar quarter is in an amount of at least $50,000). Additional Term Loans shall be made in order to finance costs of Qualifying Equipment acquired by the Borrower after June 30, 1996 and within the 90 days preceding the request for such Additional Term Loan, each such Additional Term Loan to be in such amount as may be requested by the Borrower; provided that (i) no Additional Term Loan will be made after June 30, 1997; (ii) the aggregate original principal amounts of all Additional Term Loans will not exceed $825,000; and (iii) no Additional Term Loan will be in an amount more than 80% of the invoiced actual costs of the tangible property constituting the items of Qualifying Equipment with respect to which such Additional Term Loan is made (excluding taxes, shipping, software (other than custom software which is not prepackaged "shrink-wrapped" software with an invoiced cost not in excess of $150,000 in the aggregate), installation charges, training fees and other "soft costs"). Prior to the making of each Term Loan, and as a precondition thereto, the Borrower will provide the Bank with: (i) invoices supporting the costs of the relevant Qualifying Equipment; (ii) such evidence as the Bank may reasonably require showing that the relevant Qualifying Equipment has been delivered to and installed at the Borrower's Billerica, MA premises, has become fully operational, has been paid for by the Borrower and is owned by the Borrower free of all liens and i...

Term Loans; Term Notes. The Term Loan C, the Term Loan D and the Term Loan E are currently outstanding, as specified in Section 1.1. Subject to the terms and conditions hereinafter set forth, the Bank will make an additional term loan (the "Term Loan F") to the Borrower on the date of this Agreement in the principal amount of $4,000,000. Each Term Loan shall be evidenced by the applicable Term Note. The Borrower hereby irrevocably authorizes the Bank to make or cause to be made, on a schedule attached to the applicable Term Note or on the books of the Bank, at or following the time of receiving any payment of principal, an appropriate notation reflecting such transaction and the then aggregate unpaid principal balance of the applicable Term Loan. The amount so noted shall constitute PRIMA FACIE evidence as to the amount owed by the Borrower with respect to principal of such Term Loan. Failure of the Bank to make any such notation shall not, however, affect any obligation of the Borrower or any right of the Bank hereunder or under any Term Note.

Related to Term Loans; Term Notes

Tranche B Term Loans Subject to and upon the terms and conditions set forth herein, each Lender with a Tranche B Term Loan Commitment severally agrees to make a term loan (each, a “Tranche B Term Loan” and, collectively, the “Tranche B Term Loans”) to the U.S. Borrower, which Tranche B Term Loans: (i) shall be incurred by the U.S. Borrower pursuant to a single drawing on the Restatement Effective Date for the purposes described in Section 7.05(a); (ii) shall be denominated in Dollars; (iii) except as hereafter provided, shall, at the option of the U.S. Borrower, be incurred and maintained as one or more Borrowings of Base Rate Loans or Eurodollar Loans; provided (A) except as otherwise specifically provided in Section 1.10(b), all Tranche B Term Loans made as part of the same Borrowing shall at all times consist of Tranche B Term Loans of the same Type and (B) unless the Administrative Agent has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), no more than four Borrowings of Tranche B Term Loans to be maintained as Eurodollar Loans may be incurred prior to the 30th day after the Restatement Effective Date (or, if later, the last day of the Interest Period applicable to the fourth Borrowing of Eurodollar Loans referred to below), each of which Borrowings of Eurodollar Loans may only have an Interest Period of one week, and the first of which Borrowings may be made no earlier than the third Business Day, and no later than the fifth Business Day, after the Restatement Effective Date, the second of which Borrowings may only be made on the last day of the Interest Period of the first such Borrowing, the third of which Borrowings may only be made on the last day of the Interest Period of the second such Borrowing and the fourth of which Borrowings may only be made on the last day of the Interest Period of the third such Borrowing; and (iv) shall be made by each Lender in that initial aggregate principal amount as is equal to the Tranche B Term Loan Commitment of such Lender on the Restatement Effective Date (before giving effect to the termination thereof on such date pursuant to Section 3.03(b)). Once repaid, Tranche B Term Loans incurred hereunder may not be reborrowed.
Tranche A Term Loans Subject to the terms and conditions set forth herein, each Tranche A Term Loan Lender agrees to make a Tranche A Term Loan to the Borrower on the Effective Date in a principal amount not exceeding its Tranche A Term Loan Commitment. Amounts repaid in respect of Tranche A Term Loans may not be reborrowed hereunder.
Term Loan Notes If so requested by any Lender by written notice to Borrower (with a copy to Administrative Agent) at least two (2) Business Days prior to the Closing Date, or at any time thereafter, Borrower shall execute and deliver to such Lender (and/or, if applicable and if so specified in such notice, to any Person who is an assignee of such Lender pursuant to Section 10.6) on the Closing Date (or, if such notice is delivered after the Closing Date, promptly after Borrower’s receipt of such notice) a Term Loan Note or Term Loan Notes to evidence such Lender’s Term Loans to such Borrower.
Revolving Loan Notes The Revolving Loans made by the Lenders to a Borrower shall be evidenced, upon request by any Lender, by a promissory note of such Borrower payable to each Lender in substantially the form of Exhibit 2.7(a) hereto (the “Revolving Loan Notes”) and in a principal amount equal to the amount of such Lender’s Commitment Percentage of the Revolving Loan Commitment as originally in effect.
Delayed Draw Term Loans Subject to the terms and conditions set forth in this Agreement and in the other Loan Documents (including, for avoidance of doubt, satisfaction of the conditions precedent set forth in Exhibit B attached hereto on the Closing Date and Exhibit E attached hereto on the applicable Delayed Draw Funding Date), the Initial Lender agrees to make delayed draw term loans to Borrower at any time and from time to time during the Availability Period (each, a “Delayed Draw Term Loan” and collectively, the “Delayed Draw Term Loans”); provided that the aggregate principal amount of all Delayed Draw Term Loan Notes shall not exceed the Maximum Delayed Draw Term Loan Principal Amount. Delayed Draw Term Loans may be funded at Xxxxxxxx’s request in multiple Advances made during the Availability Period and repaid in accordance with the terms of this Agreement and each Delayed Draw Term Loan Note. Whenever Borrower desires to incur a Delayed Draw Term Loan hereunder, Borrower shall give Administrative Agent at least five (5) Business Days’ (or such shorter period agreed to by Administrative Agent in its sole discretion) prior written notice of such Delayed Draw Term Loan to be incurred hereunder specifying the principal amount of such Delayed Draw Term Loan to be incurred and the date of such Advance (which shall be a Business Day). Each Delayed Draw Term Loan will be evidenced by a Delayed Draw Term Loan Note appropriately completed in accordance with the terms of the form of Delayed Draw Term Loan Note attached hereto as Exhibit G to include the applicable interest rate and required amortization payments; provided that the aggregate principal amount of all Delayed Draw Term Loan Notes shall not exceed the Maximum Delayed Draw Term Loan Principal Amount. Interest on each Delayed Draw Term Loan shall accrue commencing on the Delayed Draw Funding Date for such Delayed Draw Term Loan at a per annum rate equal to the Term SOFR Rate plus 5.95%. Xxxxxxxx agrees to repay the Delayed Draw Term Loans, with interest, in accordance with the Delayed Draw Term Loan Notes, this Agreement, and the other Loan Documents. The obligation of Borrower to repay the Delayed Draw Term Loans, together with interest as provided in this Agreement and in each Delayed Draw Term Loan Note, shall commence upon the funding of each Delayed Draw Term Loan on the Delayed Draw Funding Date for such Delayed Draw Term Loan and shall be unconditional. Borrower hereby accepts each Delayed Draw Term Loan requested by Borrower on the Delayed Draw Funding Date for such Delayed Draw Term Loan, subject to and upon the terms and conditions set forth herein.
Term Loans Subject to the terms and conditions of this Agreement, on the Closing Date, each Lender then party to this Agreement severally (and not jointly) made a term loan to Borrowers (collectively, the “Existing Term Loans”) in an amount equal to $20,000,000. Subject to the terms and conditions of this Agreement and the First Amendment, on the First Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “First Amendment Term Loans”) in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the First Amendment on the First Amendment Effective Date, the aggregate principal amount of the Term Loans hereunder shall be $40,000,000. Subject to the terms and conditions of this Agreement and the Second Amendment, on the Second Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “Second Amendment Term Loans,” and together with the Existing Term Loan and the First Amendment Term Loans, collectively, the “Term Loans”), in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the Second Amendment on the Second Amendment Effective Date, the aggregate principal amount of the Term Loans hereunder shall be $60,000,000. All Term Loans shall be made in and repayable in Dollars. Amounts repaid in respect of Term Loans may not be reborrowed, and upon each Lender’s making of the Second Amendment Term Loans on the Second Amendment Effective Date, any then outstanding Term Loan Commitment of such Lender shall be terminated (it being understood and agreed that the initial Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the Closing Date, were reduced to $0 upon the funding of the Existing Term Loans on the Closing Date and the Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the First Amendment Effective Date, were reduced to $0 upon the funding of the First Amendment Term Loans on the First Amendment Effective Date).
Term Loan Advances Subject to Section 2.3(b), the principal amount outstanding for each Term Loan Advance shall accrue interest at a floating per annum rate equal to one percent (1.0%) above the Prime Rate, which interest shall be payable monthly in accordance with Section 2.3(d) below.
Revolving Loan Facility On the terms and subject to the conditions of this Agreement, each Revolving Lender severally agrees to advance to the Borrower from time to time during the period beginning on the Effective Date up to, but not including the Termination Date, such loans in Dollars as the Borrower may request under this Section 2.01(b) (individually, a “Revolving Loan”); provided, however, that (i) the sum of (A) the Effective Amount of all Revolving Loans made by such Lender at any time outstanding and (B) such Lender’s Revolving Proportionate Share of the Effective Amount of all L/C Obligations and all Swing Line Loans at any time outstanding shall not exceed such Lender’s Revolving Loan Commitment at such time and (ii) the sum of (A) the Effective Amount of all Revolving Loans made by all of the Revolving Lenders at any time outstanding and (B) the Effective Amount of all L/C Obligations and Swing Line Loans at any time outstanding shall not exceed the Revolving Loan Facility at such time. All Revolving Loans shall be made on a pro rata basis by the Revolving Lenders in accordance with their respective Revolving Proportionate Shares, with each Revolving Loan Borrowing to be comprised of a Revolving Loan by each Revolving Lender equal to such Lender’s Revolving Proportionate Share of such Revolving Loan Borrowing. Except as otherwise provided herein, the Borrower may borrow, repay and reborrow Revolving Loans until the Termination Date in respect of the Revolving Loan Facility.
Revolving Loan Borrowings During the Revolving Commitment Period, subject to the terms and conditions hereof, each Revolving Credit Lender severally agrees to make Revolving Loans denominated in Dollars to the Borrowers (on a joint and several basis) in an aggregate amount not to exceed at any time outstanding the amount of such Xxxxxx’s Revolving Commitment; provided, that after giving effect to the making of any Revolving Loans, (i) in no event shall the aggregate amount of Revolving Exposure exceed the aggregate amount of Revolving Commitments then in effect and (ii) no Lender’s Revolving Exposure shall exceed such Xxxxxx’s Revolving Commitment. Subject to the terms and conditions hereof, amounts borrowed pursuant to this Section 2.01(c) may be repaid and reborrowed during the Revolving Commitment Period. Revolving Loans may be Base Rate Loans or SOFR Loans as further provided herein.
Term A Loans On the Effective Date, all outstanding "Loans" under the ------------ Existing Credit Agreement held by the Existing Lenders, shall automatically and without any action on the part of any Person, be designated as Term A Loans hereunder and each of the New Lenders that is a Term A Lender (and each Existing Lender, if any, whose relative proportion of Term A Commitments hereunder is increasing over the proportion of Existing Loans held by it under the Existing Credit Agreement) shall, by assignments from the Existing Lenders (which shall be deemed to occur automatically on the Effective Date), acquire a portion of the Term A Loans of the Existing Lenders so designated in such amounts (and the Term A Lenders shall, through the Administrative Agent, make such additional adjustments among themselves as shall be necessary) so that after giving effect to such assignments and adjustments, the Term A Lenders shall hold the Term A Loans hereunder ratably in accordance with their respective Term A Commitments. On the Effective Date all "Interest Periods" in respect of the "Loans" under the Existing Credit Agreement that are designated as Term A Loans hereunder shall automatically be terminated and, subject to the terms and conditions of this Agreement (including, without limitation, paragraph (d) below), the Borrowers shall be permitted to Continue such "Loans" as Eurodollar Loans or to Convert such "Loans" into Base Rate Loans hereunder, in each case as provided in Section 2.08 hereof. In addition to the foregoing, each Term A Lender severally agrees, on the terms and conditions of this Agreement, to make additional term loans to the Borrowers in Dollars on the Effective Date (provided that the same shall occur no later than the Term Loan Commitment Termination Date) in an aggregate principal amount up to but not exceeding the amount of the Term A Commitment of such Lender (such Loans, together with the "Loans" under the Existing Credit Agreement designated as Term Loans hereunder pursuant to the preceding paragraph, being herein called "Term A Loans"), provided that in no event shall ------------ -------- the aggregate principal amount of all Term A Loans exceed the aggregate amount of the Term A Commitments as in effect on the Effective Date. Subject to the terms and conditions of this Agreement, on the Effective Date the Borrowers may borrow the amount of the unutilized Term A Commitments by means of Base Rate Loans and Eurodollar Loans, and thereafter the Borrowers may Credit Agreement ---------------- Convert Term A Loans of one Type into Term A Loans of another Type (as provided in Section 2.08 hereof) or Continue Term A Loans of one Type as Term A Loans of the same Type (as provided in Section 2.08 hereof).

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