Termination by Borrowers. Upon at least three (3) Business Days’ prior written notice to Administrative Agent and Lenders, Borrowers may, at their option, terminate this Agreement; provided, however, that no such termination shall be effective until Borrowers have paid or collateralized to Administrative Agent’s reasonable satisfaction all of the Obligations (including any obligations in connection with Derivative Obligations of any Loan Party but excluding indemnity Obligations for which no claim has been made) in immediately available funds, all Letters of Credit have expired, terminated or have been cash collateralized or supported by a backstop letter of credit, in the case of any such cash collateralization or backstop letter of credit, at 105% of the face amount thereof to Administrative Agent’s reasonable satisfaction and Borrowers have complied with Section 3.6 and subsection 4.1.9. Any notice of termination given by Borrowers shall be irrevocable unless all Lenders otherwise agree in writing and no Lender shall have any obligation to make any Loans or issue or procure any Letters of Credit on or after the termination date stated in such notice; provided, that a notice of termination may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by Borrowers (by notice to Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
Appears in 2 contracts
Samples: Loan, Security and Guaranty Agreement (Quest Resource Holding Corp), Loan and Security Agreement (Ani Pharmaceuticals Inc)
Termination by Borrowers. Upon at least three ten (310) Business Days’ prior written notice to Administrative Agent and Lenders, Borrowers may, at their option, terminate this Agreement; provided, however, that no such termination shall be effective until Borrowers have (i) paid or collateralized to Administrative Agent’s reasonable satisfaction all of the Obligations (including any obligations in connection with Derivative Obligations of any Loan Party but excluding indemnity Obligations for which no claim has been made) in immediately available fundsfunds (other than Contingent Obligations hereunder to the extent that no such claims have been made as of the date thereof or the known existence of a claim reasonably likely to be asserted with respect thereto), all Letters of Credit and Support Agreements have expired, terminated or have been cash collateralized or supported by a backstop letter of credit, in the case of any such cash collateralization or backstop letter of credit, at 105% of the face amount thereof to Administrative Agent’s reasonable satisfaction and Borrowers have (ii) complied with Section 3.6 and subsection 4.1.92.2(c). Any notice of termination given by Borrowers shall be irrevocable unless all Lenders otherwise agree in writing and no Lender shall have any obligation to make any Revolving Loans or issue or procure any Letters of Credit or Support Agreements on or after the termination date stated in such notice; providedprovided that if such termination is being made in connection with the closing of another transaction, that a notice of then such termination may state that be contingent on the closing of such notice is conditioned upon the effectiveness other transaction Borrowers may elect to terminate this Agreement in its entirety only. No section of other credit facilities, in which case such notice this Agreement may be revoked by Borrowers (by notice to Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedterminated singly.
Appears in 1 contract
Samples: Credit and Security Agreement (Skilled Healthcare Group, Inc.)
Termination by Borrowers. Upon at least three (3) Business Days’ 30 days prior written notice to Administrative Agent and Lenders, Borrowers may, at their option, terminate this Agreement; provided, however, that no such termination shall be effective until Borrowers have paid or collateralized to Administrative Agent’s reasonable satisfaction all of the Obligations (including any other than unasserted contingent indemnification obligations in connection with Derivative and other than Product Obligations of any Loan Party but excluding indemnity Obligations for which no claim has been made) that are not then due and payable, whether by acceleration, termination or otherwise), in immediately available funds, all Letters of Credit have expired, terminated expired or been cancelled and returned to Administrative Agent or have been cash collateralized or supported by in a backstop letter of credit, in the case of any such cash collateralization or backstop letter of credit, at 105% of the face amount thereof manner satisfactory to Administrative Agent’s reasonable satisfaction Agent and Borrowers have complied with Section 3.6 and subsection 4.1.93.2.5. Any notice of termination given by Borrowers shall be irrevocable unless all Lenders otherwise agree in writing and no Lender shall have any obligation to make any Loans or issue or procure any Letters of Credit on or after the termination date stated in such notice; provided, notice (provided that a notice of termination a refinancing of the entirety of the Loans delivered by Borrowers may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by Borrowers (by notice to Administrative Agent on or prior to the specified effective date) if such condition is not satisfied). Borrowers may elect to terminate this Agreement in its entirety only. No section of this Agreement or type of Loan available hereunder may be terminated singly.
Appears in 1 contract
Samples: Loan and Security Agreement (Nes Rentals Holdings Inc)
Termination by Borrowers. Upon at least three (3) Business Days’ 45 days prior written notice to Administrative Agent and LendersLender, Borrowers may, at their option, terminate this Agreement; provided, however, that no such termination shall be effective until Borrowers have paid or collateralized to Administrative Agent’s reasonable satisfaction all of the Obligations (including any obligations in connection with Derivative Obligations of any Loan Party but excluding indemnity Obligations for which no claim has been made) in immediately available funds, including without limitation, depositing with Lender funds in an amount equal to the LC Amount to be held by Lender as cash collateral (without interest accruing to Borrowers) to fund future payments on such LC Guaranties and future drawings against such Letters of Credit. At such time as all LC Guaranties have been paid or terminated and all Letters of Credit have been drawn upon or expired, terminated or any amounts remaining in such reserve shall be applied against any outstanding Obligations, or, if all Obligations have been cash collateralized or supported by a backstop letter of creditindefeasibly paid in full, in the case of any such cash collateralization or backstop letter of credit, at 105% of the face amount thereof returned to Administrative Agent’s reasonable satisfaction and Borrowers have complied with Section 3.6 and subsection 4.1.9Borrowers. Any notice of termination given by Borrowers shall be irrevocable unless all Lenders Lender otherwise agree agrees in writing writing, and no Lender shall have any no obligation to make any Loans or issue or procure any Letters of Credit or LC Guaranties on or after the termination date stated in such notice; provided. Subject to Section 4.2.4 below, that a notice Borrowers may elect to terminate this Agreement in its entirety only and no section of termination may state that such notice is conditioned upon the effectiveness this Agreement or type of other credit facilities, in which case such notice Loan available hereunder may be revoked by Borrowers (by notice to Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedterminated singly.
Appears in 1 contract
Samples: Loan and Security Agreement (Electronics Boutique Holdings Corp)
Termination by Borrowers. Upon at least three (3) Business Days’ prior written notice to Administrative Agent and Lenders, Borrowers may, at their option, terminate this Agreement; provided, however, that no such termination shall be effective until Borrowers have paid or collateralized to Administrative Agent’s reasonable satisfaction all of the Obligations (including any obligations in connection with Derivative Obligations of any Loan Party but excluding indemnity Obligations for which no claim has been made) in immediately available funds, all Letters of Credit have expired, terminated or have been cash collateralized or supported by a backstop letter of credit, in the case of any such cash collateralization or backstop letter of credit, at 105103% of the face amount thereof to Administrative Agent’s reasonable satisfaction and Borrowers have complied with Section 3.6 and subsection 4.1.9. Any notice of termination given by Borrowers shall be irrevocable unless all Lenders otherwise agree in writing and no Lender shall have any obligation to make any Loans or issue or procure any Letters of Credit on or after the termination date stated in such notice; provided, that a notice of termination may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by Borrowers (by notice to Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
Appears in 1 contract
Samples: Loan, Security and Guaranty Agreement (Quest Resource Holding Corp)