The Advances. (a) Each Revolving Lender severally agrees, on the terms and conditions hereinafter set forth, to make Revolving Advances to the Borrower from time to time on any Business Day during the period from the Effective Date until the Revolving Advance Commitment Termination Date in amounts such that the sum of (i) the aggregate principal amount of Revolving Advances by such Revolving Lender plus (ii) such Revolving Lender’s Swingline Exposure plus (iii) such Revolving Lender’s LC Exposure at any one time outstanding shall not exceed such Revolving Lender’s Revolving Advance Commitment; provided that any Revolving Advances made as a part of the Escrow Deposit shall be made into the Escrow Account and shall, at all times such Advances remain in the Escrow Account, be held by the Escrow Agent for the benefit of the Revolving Lenders and shall not, under any circumstances (other than the satisfaction of the conditions set forth in Section 3.02 and the subsequent release of funds to the Borrower) be advanced to the Borrower or constitute an asset of the Borrower. Within the limits of each Revolving Lender’s Revolving Advance Commitment, the Borrower may from time to time, solely with respect to Revolving Advances, borrow under this Section 2.01(a), prepay pursuant to Section 2.12(b) and reborrow under this Section 2.01(a). On the Effective Date, the aggregate amount of the Revolving Advance Commitments of the Revolving Lenders is $2,000,000,000. (b) Each Lender that has a Term A Commitment agrees on the terms and conditions hereinafter set forth, to make Term A Advances to the Borrower in a single Borrowing on the Effective Date equal to such Lender’s Percentage of the aggregate amount of the Term A Borrowing requested by the Borrower to be made on such day; provided that any Term A Advances made as a part of the Escrow Deposit shall be made into the Escrow Account and shall, at all times such Advances remain in the Escrow Account, be held by the Escrow Agent for the benefit of the Lenders making such Term A Advances and shall not, under any circumstances (other than the satisfaction of the conditions set forth in Section 3.02 and the subsequent release of funds to the Borrower) be advanced to the Borrower or constitute an asset of the Borrower. On the Effective Date, the aggregate amount of the Term A Commitment of each Lender that has a Term A Commitment is $750,000,000. No amounts paid or prepaid with respect to Term A Advances may be reborrowed. (c) Each Lender that has a Term B Commitment agrees on the terms and conditions hereinafter set forth, to make Term B Advances to the Borrower in a single Borrowing on the Effective Date equal to such Lender’s Percentage of the aggregate amount of the Term B Borrowing requested by the Borrower to be made on such day; provided that any Term B Advances made as a part of the Escrow Deposit shall be made into the Escrow Account and shall, at all times such Advances remain in the Escrow Account, be held by the Escrow Agent for the benefit of the Lenders making such Term B Advances and shall not, under any circumstances (other than the satisfaction of the conditions set forth in Section 3.02 and the subsequent release of funds to the Borrower) be advanced to the Borrower or constitute an asset of the Borrower. On the Effective Date, the aggregate amount of the Term B Commitment of each Lender that has a Term B Commitment is $1,250,000,000. No amounts paid or prepaid with respect to Term B Advances may be reborrowed. (d) Each Borrowing shall be in an aggregate amount not less than $20,000,000 or an integral multiple of $1,000,000 in excess thereof and shall consist of Advances of the same Type made on the same day by the Lenders ratably according to their respective Commitments.
Appears in 1 contract
Samples: Credit Agreement (Supervalu Inc)
The Advances. (a) Each Revolving The Lender severally agrees, on the terms and conditions hereinafter set forth, to make Revolving Advances advances (the "ADVANCES") to the Borrower from time to time on any Business Day during the period from the Effective Date until the Revolving Advance Commitment Termination Date in amounts such that the sum of (i) the an aggregate principal amount of Revolving Advances by such Revolving Lender plus (ii) such Revolving Lender’s Swingline Exposure plus (iii) such Revolving Lender’s LC Exposure not to exceed at any one time outstanding shall not exceed such Revolving Lender’s Revolving Advance Commitment; provided that any Revolving Advances made $8,000,000 (the "FACILITY" or, as a part of the Escrow Deposit date hereof, the "COMMITMENT"). Each Borrowing shall be made into the Escrow Account and shall, at all times such Advances remain in the Escrow Account, be held by the Escrow Agent for the benefit of the Revolving Lenders and shall not, under any circumstances (other than the satisfaction of the conditions set forth in Section 3.02 and the subsequent release of funds to the Borrower) be advanced to the Borrower or constitute an asset of the Borrower. Within the limits of each Revolving Lender’s Revolving Advance Commitment, the Borrower may from time to time, solely with respect to Revolving Advances, borrow under this Section 2.01(a), prepay pursuant to Section 2.12(b) and reborrow under this Section 2.01(a). On the Effective Date, the aggregate amount of $2,000,000 or an integral multiple of $1,000,000 in excess thereof. Each Borrowing shall consist of Advances made on the Revolving Advance Commitments of same day by the Revolving Lenders is $2,000,000,000Lender. The Borrower acknowledges and agrees that the Lender shall not provide more than three Borrowings under the Facility.
(b) Each The Lender that has a Term A Commitment agrees agrees, on the terms and conditions hereinafter set forth, to make Term A Advances advances (the "FIRST SUPPLEMENTAL ADVANCES") to the Borrower in a single Borrowing from time to time on any Business Day during the period from the First Supplemental Effective Date equal until the First Supplemental Termination Date in an aggregate amount not to such Lender’s Percentage exceed at any time outstanding $10,000,000 (the "FIRST SUPPLEMENTAL FACILITY" or, as of the date hereof, the "FIRST SUPPLEMENTAL COMMITMENT"). Each Borrowing shall be in an aggregate amount of $2,000,000 or an integral multiple of $1,000,000 in excess thereof. Each Borrowing shall consist of First Supplemental Advances made on the Term A Borrowing requested same day by the Lender. The Borrower to be made on such day; provided acknowledges and agrees that any Term A Advances made as a part of the Escrow Deposit Lender shall be made into not provide more than three Borrowings under the Escrow Account and shall, at all times such Advances remain in the Escrow Account, be held by the Escrow Agent for the benefit of the Lenders making such Term A Advances and shall not, under any circumstances (other than the satisfaction of the conditions set forth in Section 3.02 and the subsequent release of funds to the Borrower) be advanced to the Borrower or constitute an asset of the Borrower. On the Effective Date, the aggregate amount of the Term A Commitment of each Lender that has a Term A Commitment is $750,000,000. No amounts paid or prepaid with respect to Term A Advances may be reborrowedFirst Supplemental Facility.
(c) Each The Lender that has a Term B Commitment agrees agrees, on the terms and conditions hereinafter set forth, to make Term B Advances advances (the "SECOND SUPPLEMENTAL ADVANCES") to the Borrower in a single Borrowing from time to time on any Business Day during the period from the Second Supplemental Effective Date equal until the Second Supplemental Termination Date in an aggregate amount not to such Lender’s Percentage exceed at any time outstanding $4,700,000 (the "SECOND SUPPLEMENTAL FACILITY" or, as of the aggregate amount of the Term B Borrowing requested by the Borrower to be made on such day; provided that any Term B Advances made as a part of the Escrow Deposit shall be made into the Escrow Account and shall, at all times such Advances remain in the Escrow Account, be held by the Escrow Agent for the benefit of the Lenders making such Term B Advances and shall not, under any circumstances (other than the satisfaction of the conditions set forth in Section 3.02 and the subsequent release of funds to the Borrower) be advanced to the Borrower or constitute an asset of the Borrower. On the Effective Datedate hereof, the aggregate amount of the Term B Commitment of each Lender that has a Term B Commitment is $1,250,000,000"SECOND SUPPLEMENTAL COMMITMENT"). No amounts paid or prepaid with respect to Term B Advances may be reborrowed.
(d) Each Borrowing shall be in an aggregate amount not less than $20,000,000 or an integral multiple of $1,000,000 in excess thereof and 2,000,000 or more. Each Borrowing shall consist of Second Supplemental Advances of the same Type made on the same day by the Lenders ratably according to their respective CommitmentsLender. The Borrower acknowledges and agrees that the Lender shall not provide more than three Borrowings under the Second Supplemental Facility."
Appears in 1 contract
Samples: Bridge Loan Agreement (International Wireless Communications Holdings Inc)
The Advances. (a) Each Revolving Lender severally agrees, on Upon the terms and subject to the conditions hereinafter set forth, to make Revolving Advances to the Borrower Lenders, severally but not jointly, shall from time to time on any Business Day during the period from Availability Period, make loans (each an “Advance”) to the Effective Date until the Revolving Advance Commitment Termination Date Borrower on a revolving basis in amounts such that the sum of an aggregate amount outstanding up to but not exceeding (i) the aggregate principal amount of Revolving Advances by such Revolving Lender plus Xxxxxx’s Commitment or (ii) such Revolving Lender’s Swingline Exposure plus (iii) such Revolving Lender’s LC Exposure at any one time outstanding shall not exceed such Revolving Lender’s Revolving Advance Commitment; provided that any Revolving Advances made amount as a part of the Escrow Deposit shall be made into the Escrow Account and shall, at all times such Advances remain maybe agreed to in the Escrow Account, be held by the Escrow Agent for the benefit of the Revolving Lenders and shall not, under any circumstances (other than the satisfaction of the conditions set forth in Section 3.02 and the subsequent release of funds to the Borrower) be advanced to the Borrower or constitute an asset of the Borrower. Within the limits sole discretion of each Revolving Lender’s Revolving Lender as provided in clause (b) below; provided, that no such Advance Commitment, shall cause (x) a Borrowing Base Deficiency or a Funding Base Deficiency or (y) the Borrower may from time Aggregate Outstandings to time, solely with respect to Revolving Advances, borrow under this Section 2.01(a), prepay pursuant to Section 2.12(b) and reborrow under this Section 2.01(a). On exceed the Effective Date, the aggregate amount of the Revolving Advance Commitments of the Revolving Lenders is $2,000,000,000.Aggregate Facility Amount;
(b) Each Lender that has a Term A During the Availability Period, to the extent any Notice of Borrowing requests Advances the making of which would cause the Aggregate Outstandings to be in excess of the Aggregate Commitment agrees Amount on the relevant Borrowing Date, upon the terms and subject to the conditions hereinafter set forth, to make Term A Advances each Lender may, in its sole and absolute 752805876 23733713 discretion, with respect to the Borrower amount of such requested Advances that would cause the Aggregate Outstandings to be in a single Borrowing excess of the Aggregate Commitment Amount on the Effective Date equal to relevant Borrowing Date, make such Lender’s Percentage of the aggregate amount of the Term A Borrowing requested by the Borrower to be made on such day; provided that any Term A Advances made as a part of the Escrow Deposit shall be made into the Escrow Account and shall, at all times such Advances remain in the Escrow Account, be held by the Escrow Agent for the benefit of the Lenders making such Term A Advances and shall not, under any circumstances (other than the satisfaction of the conditions set forth in Section 3.02 and the subsequent release of funds Advance to the Borrower; provided, that no such Advance shall cause (i) be advanced the Aggregate Outstandings to exceed the Aggregate Facility Amount or (ii) a Borrowing Base Deficiency or Funding Base Deficiency. The Borrower hereby acknowledges and agrees that, notwithstanding any provision of this Agreement, or constitute an asset any other Transaction Document, no Lender has any obligation to make any Advances in excess of the Borrower. On the Effective Date, the aggregate amount of its Commitment and this Agreement does not create, and shall not be construed to create, any contractual or other commitment by any Lender to make any Advance in excess of the Term A Commitment amount of each Lender that has a Term A Commitment is $750,000,000. No amounts paid or prepaid with respect to Term A Advances may be reborrowedits Commitment.
(c) Each Lender that has a Term B Commitment agrees on Following the terms Closing Date and conditions hereinafter set forththe initial Advance, to make Term B Advances to no more than the Borrower in a single Maximum Borrowing on the Effective Date equal to such Lender’s Percentage of the aggregate amount of the Term B Borrowing requested Aggregate Commitment Amount shall be permitted to be drawn in [***], unless otherwise agreed by the Borrower to be made on such day; provided that any Term B Advances made as a part of the Escrow Deposit shall be made into the Escrow Account and shall, at all times such Advances remain in the Escrow Account, be held by the Escrow Agent for the benefit of the Lenders making such Term B Advances and shall not, under any circumstances (other than the satisfaction of the conditions set forth in Section 3.02 and the subsequent release of funds to the Borrower) be advanced to the Borrower or constitute an asset of the Borrower. On the Effective Date, the aggregate amount of the Term B Commitment of each Lender that has a Term B Commitment is $1,250,000,000. No amounts paid or prepaid with respect to Term B Advances may be reborrowedAdministrative Agent.
(d) Each Borrowing shall Subject to the foregoing clauses (a), (b) and (c), any Advances prepaid may be in an aggregate amount not less than $20,000,000 or an integral multiple of $1,000,000 in excess thereof and shall consist of Advances of the same Type made on the same day by the Lenders ratably according to their respective Commitmentsreborrowed.
Appears in 1 contract
Samples: Credit Agreement (loanDepot, Inc.)
The Advances. (a) Each Revolving Lender severally agrees, on Subject to the terms and conditions hereinafter set forthforth herein, each Lender severally agrees to make Revolving Advances a loan in Dollars to Borrower on the Borrower from time to time on any Business Day during the period from the Effective Date until the Revolving Advance Commitment Termination Date in amounts such that an amount not to exceed the sum of (i) the aggregate principal amount of Revolving Advances by such Revolving Lender plus (ii) such Revolving Lender’s Swingline Exposure plus (iii) Commitment as set forth on Schedule I hereto, by making immediately available funds available to Borrower by depositing such Revolving Lender’s LC Exposure at any one time outstanding shall not exceed such Revolving Lender’s Revolving Advance Commitment; provided that any Revolving Advances made as a part of the Escrow Deposit shall be made funds into the Escrow Funding Account and shallin accordance with the Settlement Agreement (any such loan pursuant to this clause (a), at all times an “Advance”). Upon receipt of such Advances remain funds in the Escrow Account, be held by Funding Account on the Escrow Agent for the benefit of the Revolving Lenders Advance Date and shall not, under any circumstances (other than the satisfaction upon fulfillment of the conditions set forth in Section 3.02 Sections 4.01 and 4.02, the subsequent release Administrative Agent shall instruct the Custodian to transfer via wire of immediately available funds from the Funding Account to the Blackstone Account in accordance with the Settlement Agreement; provided that the Lenders shall, at Borrower) be advanced ’s request, net any such Advance against any amount payable hereunder by the Loan Parties to such Lender in accordance with each Lender’s respective Applicable Percentage. Upon the Borrower or constitute an asset funding of the Borrower. Within Advances on the limits of each Revolving Lender’s Revolving Advance Commitment, the Borrower may from time to time, solely with respect to Revolving Advances, borrow under this Section 2.01(a), prepay pursuant to Section 2.12(b) and reborrow under this Section 2.01(a). On the Effective Date, the aggregate amount all of the Revolving Advance Commitments of the Revolving Lenders is $2,000,000,000shall terminate.
(b) Each Lender that has a Term A Commitment agrees on the terms and conditions hereinafter set forth, to make Term A Advances to the Borrower in a single Borrowing on the Effective Date equal to such Lender’s Percentage of the aggregate amount of the Term A Borrowing requested by the Borrower to be made on such day; provided that any Term A Advances made as a part of the Escrow Deposit shall be made into the Escrow Account and shall, at all times such Advances remain in the Escrow Account, be held by the Escrow Agent for the benefit of the Lenders making such Term A Advances and shall not, under any circumstances (other than the satisfaction of the conditions set forth in Section 3.02 and the subsequent release of funds to the Borrower) be advanced to the Borrower or constitute an asset of the Borrower. On the Effective Date, the aggregate amount of the Term A Commitment of each Lender that has a Term A Commitment is $750,000,000. No amounts paid or prepaid with respect to Term A Advances may be reborrowed[Reserved].
(c) Each Lender that has a Term B Commitment agrees on the terms and conditions hereinafter set forthBorrower may, to make Term B Advances to the Borrower in a single Borrowing on the Effective Date equal to such Lender’s Percentage of the aggregate amount of the Term B Borrowing requested by the Borrower to be made on such day; provided that at any Term B Advances made as a time, terminate all or any part of the Escrow Deposit shall be made into Commitments by notifying the Escrow Account and shallAdministrative Agent in writing. If not terminated previously, at all times such Advances remain in the Escrow Account, be held by the Escrow Agent for the benefit Commitments of the Lenders making such Term B Advances and hereunder shall not, under any circumstances (other than terminate on the satisfaction last day of the conditions set forth in Section 3.02 and the subsequent release of funds to the Borrower) be advanced to the Borrower or constitute an asset of the Borrower. On the Effective Date, the aggregate amount of the Term B Commitment of each Lender that has a Term B Commitment is $1,250,000,000. No amounts paid or prepaid with respect to Term B Advances may be reborrowedAvailability Period.
(d) Each Any Advance or any portion thereof, once prepaid or repaid, may not be re-borrowed.
(e) At least three (3) Business Days prior to the date on which any Advances will be required to be made hereunder, Borrower shall so notify Administrative Agent. A notice of a request for an Advance (a “Borrowing Notice”) shall be in an writing in substantially the form of Exhibit I, specifying therein: (x) the date of such Advance, which shall be a Business Day, (y) the aggregate amount not less than $20,000,000 of such Advance and (z) the Funding Account or an integral multiple of $1,000,000 in excess thereof and shall consist of Advances the instructions for disbursement of the same Type made Advance. Each such Borrowing Notice shall be irrevocable and binding on Borrower. Notwithstanding any other provision of this Agreement, Borrower shall not be entitled to request, or to elect to convert or continue, any Advance if the same day by Interest Period requested with respect thereto would end after the Lenders ratably according to their respective CommitmentsScheduled Maturity Date.
Appears in 1 contract
Samples: Margin Loan Agreement (HNA Tourism Group Co., Ltd.)
The Advances. (a) Each Revolving Lender severally agrees, on the terms and conditions hereinafter set forth, to make one or more Revolving Advances to the Borrower from time to time on any Business Day during the period from the Effective Date date hereof until the Revolving Advance Commitment Loan Termination Date in amounts such that the sum of an aggregate amount not to exceed at any time outstanding an amount equal to (i) the aggregate principal amount of set opposite such Revolving Advances by Lender's name on the signature pages hereof as its Revolving Commitment or, if such Revolving Lender plus has entered into any Transfer Agreement, set forth for such Revolving Lender as its Revolving Commitment in the Register maintained by the Administrative Agent pursuant to Section 10.06(c), as such amount may be adjusted pursuant to Section 2.15, Section 2.16 or Section 6.01 (such Revolving Lender's "Revolving Commitment") minus (ii) such Revolving Lender’s 's Ratable Revolving Percentage of the sum of outstanding Swingline Exposure Advances plus (iii) such Revolving Lender’s LC Exposure at any one time outstanding shall not exceed such Revolving Lender’s Revolving Advance CommitmentLetter of Credit Liabilities; provided that any no Revolving Advance shall be required to be made, except as part of a Revolving Borrowing that is in an aggregate amount that is an integral multiple of $1,000,000 and is not less than (a) in the case of a Revolving Borrowing comprised of LIBOR Advances, $5,000,000 and (b) in the case of a Revolving Borrowing comprised of Base Rate Advances, $3,000,000, and each Revolving Borrowing shall consist of Revolving Advances made as a part of the Escrow Deposit shall be made into the Escrow Account and shall, at all times such Advances remain same Type having (in the Escrow Accountcase of a Revolving Borrowing comprised of LIBOR Advances) the same Interest Period, be held made on the same day by the Escrow Agent for the benefit of the Revolving Lenders and shall not, under any circumstances (other than the satisfaction of the conditions set forth in Section 3.02 and the subsequent release of funds ratably according to the Borrower) be advanced to the Borrower or constitute an asset of the Borrowertheir respective Revolving Commitments. Within the limits of each Revolving Lender’s Revolving Advance Commitment's commitment, the Borrower may from time to time, solely with respect to Revolving Advances, borrow under this Section 2.01(a)borrow, prepay pursuant to Section 2.12(b) 2.09 and reborrow under this Section 2.01(a). On the Effective Date, the aggregate amount of ) until the Revolving Advance Commitments of the Revolving Lenders is $2,000,000,000Loan Termination Date.
(b) Each Term Lender that has a Term A Commitment agrees severally agrees, on the terms and conditions hereinafter set forth, to make one Term A Advances Advance to the Borrower in a single Borrowing on the Effective Date equal to date hereof in the amount set opposite such Term Lender’s Percentage of 's name on the aggregate amount signature pages hereof as its Term Commitment. Amounts repaid or prepaid in respect of the Term A Borrowing requested by the Borrower Advances may not be reborrowed and in no event will any Lender be obligated to be made on such day; provided that any Term A Advances made as a part of the Escrow Deposit shall be made into the Escrow Account and shall, at all times such Advances remain in the Escrow Account, be held by the Escrow Agent for the benefit of the Lenders making such Term A Advances and shall not, under any circumstances (other than the satisfaction of the conditions set forth in Section 3.02 and the subsequent release of funds to the Borrower) be advanced to the Borrower or constitute an asset of the Borrower. On the Effective Date, the aggregate amount of the Term A Commitment of each Lender that has make a Term A Commitment is $750,000,000. No amounts paid or prepaid with respect to Term A Advances may be reborrowedAdvance after the date hereof.
(c) Each Lender that has a Term B Commitment agrees on Subject to the terms and conditions hereinafter set forthforth herein, each Swingline Lender agrees to make Term B Swingline Advances to the Borrower from time to time until the Revolving Loan Termination Date, in a single Borrowing on an aggregate principal amount at any time outstanding that will not result in (i) the Effective Date equal to such Lender’s Percentage aggregate principal amount of outstanding Swingline Advances exceeding $50,000,000, and (ii) the sum of the aggregate outstanding Swingline Advances plus the aggregate outstanding Revolving Advances plus the aggregate outstanding Letter of Credit Liabilities exceeding the total Commitments; provided that a Swingline Lender shall not be required to make a Swingline Advance to refinance an outstanding Swingline Advance. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Advances. To request a Swingline Advance, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 3:00 p.m., New York City time, on the day of a proposed Swingline Advance. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the Term B Borrowing requested by Swingline Advance. The Administrative Agent will promptly advise the Borrower Swingline Lenders of any such notice received from the Borrower. Subject to be made on such day; provided that any Term B Advances made as a part fulfillment of the Escrow Deposit shall be made into the Escrow Account and shall, at all times such Advances remain in the Escrow Account, be held by the Escrow Agent for the benefit of the Lenders making such Term B Advances and shall not, under any circumstances (other than the satisfaction of the applicable conditions set forth in Section 3.02 and the subsequent release of funds to the Borrower) be advanced Article III, one or more Swingline Lenders shall make each Swingline Advance available to the Borrower or constitute an asset by means of a credit to the general deposit account of the BorrowerBorrower with such Swingline Lenders by 3:00 p.m., New York City time, on the requested date of such Swingline Advance. On the Effective Date, the aggregate amount of the Term B Commitment of each Lender that has Each Swingline Advance shall be a Term B Commitment is $1,250,000,000Base Rate Advance at all times. No amounts paid or prepaid with respect to Term B Advances may be reborrowed.
(d) Each Borrowing Swingline Advance shall be in an aggregate a minimum amount not less than of $20,000,000 or 1,000,000 and in an integral multiple of $1,000,000 1,000,000. A Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 A.M., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in excess all or a portion of the Swingline Advances outstanding. Such notice shall specify the aggregate amount of Swingline Advances in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Lender's Ratable Revolving Percentage of such Swingline Advances. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the applicable Swingline Lenders, such Lender's Ratable Revolving Percentage of such Swingline Advances. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Advances pursuant to this paragraph is absolute and unconditional and shall consist not be affected by any circumstance whatsoever, including the occurrence and continuance of Advances a Default or Event of Default or reduction or termination of the same Type Commitments, and that each such payment shall be made on without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same day manner as provided in Section 2.02(a) with respect to Revolving Advances made by such Lender, and the Administrative Agent shall promptly pay to the applicable Swingline Lenders the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Advance acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Advance shall be made to the Administrative Agent and not to the Swingline Lenders. Any amounts received by a Swingline Lender from the Borrower, any Guarantor, any Collateral or otherwise in respect of a Swingline Advance after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent, and any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders ratably according that shall have made their payments pursuant to this paragraph and to the Swingline Lenders, as their respective Commitmentsinterests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lenders or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower, any owner of Collateral or any Guarantor for any reason. The purchase of participations in a Swingline Advance pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.
Appears in 1 contract
The Advances. (a) The Term B-1 Advances. Each Revolving Term B-1 Lender severally agrees, on the terms and conditions hereinafter set forth, to make Revolving a single advance (a "TERM B-1 ADVANCE") to the Borrower on the Effective Date in an amount not to exceed such Lender's Term B-1 Commitment at such time. The Term B-1 Borrowing shall consist of Term B-1 Advances made simultaneously by the Term B-1 Lenders ratably according to their Term B-1 Commitments. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed.
(b) The Term B-2 Advances. Each Term B-2 Lender severally agrees, on the terms and conditions hereinafter set forth, to make advances (each a "TERM B-2 ADVANCE") to the Borrower from time to time on any Business Day during the period from the Effective Date until the Revolving Advance Commitment Termination Date in amounts such date that the sum of is twelve (i12) the aggregate principal amount of Revolving Advances by such Revolving Lender plus (ii) such Revolving Lender’s Swingline Exposure plus (iii) such Revolving Lender’s LC Exposure at any one time outstanding shall not exceed such Revolving Lender’s Revolving Advance Commitment; provided that any Revolving Advances made as a part of the Escrow Deposit shall be made into the Escrow Account and shall, at all times such Advances remain in the Escrow Account, be held by the Escrow Agent for the benefit of the Revolving Lenders and shall not, under any circumstances (other than the satisfaction of the conditions set forth in Section 3.02 and the subsequent release of funds to the Borrower) be advanced to the Borrower or constitute an asset of the Borrower. Within the limits of each Revolving Lender’s Revolving Advance Commitment, the Borrower may from time to time, solely with respect to Revolving Advances, borrow under this Section 2.01(a), prepay pursuant to Section 2.12(b) and reborrow under this Section 2.01(a). On the Effective Date, the aggregate amount of the Revolving Advance Commitments of the Revolving Lenders is $2,000,000,000.
(b) Each Lender that has a Term A Commitment agrees on the terms and conditions hereinafter set forth, to make Term A Advances to the Borrower in a single Borrowing on months following the Effective Date equal (the "TERM B-2 AVAILABILITY TERMINATION DATE") in an amount for each such Advance not to exceed such Lender’s Percentage of the aggregate amount of the 's Unused Term A Borrowing requested by the Borrower to be made on B-2 Commitment at such day; provided that any time. Each Term A Advances made as a part of the Escrow Deposit shall be made into the Escrow Account and shall, at all times such Advances remain in the Escrow Account, be held by the Escrow Agent for the benefit of the Lenders making such Term A Advances and shall not, under any circumstances (other than the satisfaction of the conditions set forth in Section 3.02 and the subsequent release of funds to the Borrower) be advanced to the Borrower or constitute an asset of the Borrower. On the Effective Date, the aggregate amount of the Term A Commitment of each Lender that has a Term A Commitment is $750,000,000. No amounts paid or prepaid with respect to Term A Advances may be reborrowed.
(c) Each Lender that has a Term B Commitment agrees on the terms and conditions hereinafter set forth, to make Term B Advances to the Borrower in a single Borrowing on the Effective Date equal to such Lender’s Percentage of the aggregate amount of the Term B Borrowing requested by the Borrower to be made on such day; provided that any Term B Advances made as a part of the Escrow Deposit shall be made into the Escrow Account and shall, at all times such Advances remain in the Escrow Account, be held by the Escrow Agent for the benefit of the Lenders making such Term B Advances and shall not, under any circumstances (other than the satisfaction of the conditions set forth in Section 3.02 and the subsequent release of funds to the Borrower) be advanced to the Borrower or constitute an asset of the Borrower. On the Effective Date, the aggregate amount of the Term B Commitment of each Lender that has a Term B Commitment is $1,250,000,000. No amounts paid or prepaid with respect to Term B Advances may be reborrowed.
(d) Each B-2 Borrowing shall be in an aggregate amount not less than of $20,000,000 25,000,000 or an integral multiple of $1,000,000 500,000 in excess thereof (or the remaining Unused Term B-2 Commitments, if less) and shall consist of Term B-2 Advances of the same Type made on the same day simultaneously by the Term B-2 Lenders ratably according to their respective Term B-2 Commitments. Amounts borrowed under this Section 2.01(b) and repaid or prepaid may not be reborrowed. Term B-2 Advances will be made no more frequently than once during any calendar quarter, except for Term B-2 Advance(s) made pursuant to the last sentence of this Section 2.01(b). If on the Term B-2 Availability Termination Date there remains any unused Term B-2 Commitments, then (i) if so directed by any Lender then holding an Unused Term B-2 Commitment (which direction may or may not be given by such Lender in its sole discretion) or (ii) upon request of the Borrower in accordance with Section 2.02 and provided that all conditions precedent to the obligations of the Lenders to the making of such requested Advance are satisfied, the Administrative Agent will make an Advance to the Borrower in the amount of each such Lender's Unused Term B-2 Commitment on the Term B-2 Availability Termination Date.
Appears in 1 contract
Samples: Credit Agreement (Trump Entertainment Resorts Holdings Lp)
The Advances. (a) Each Revolving Lender of CNAI and RBS hereby severally agrees, on the terms and conditions hereinafter set forth, to make Revolving Advances advances (each, an "ADVANCE") to the Borrower from time to time on any Business Day during the period from the Effective Date until date of this Agreement to (but not including) the Revolving Advance Commitment Termination Date in amounts an aggregate principal amount at any time outstanding for both of CNAI and RBS not to exceed $100,000,000 (the "FACILITY"). Each Advance shall be made at the same time and in the same principal amount by each of CNAI and RBS. Within the limits of the unused portion of the Facility in effect from time to time, the Borrower may borrow under this Section 1(a), prepay pursuant to Section 1(e) and reborrow under this Section 1(a).
(b) The Borrower may request Advances hereunder by giving a notice of borrowing (a "NOTICE OF BORROWING") to each of CNAI and RBS (A) not later than 10:00 A.M. (New York City time) on the Business Day of such that Advances for Advances bearing interest at a rate determined by reference to the Base Rate (as defined below) ("BASE RATE ADVANCES") or (B) not later than 11:00 A.M. (New York City time) on the third Business Days prior to such Advances for Advances bearing interest at a rate determined by reference to the LIBO Rate ("EURODOLLAR RATE ADVANCES"), which Notice of Borrowing shall be irrevocable and shall in each case specify (i) whether the Advances then being requested are to be a Eurodollar Rate Advances or Base Rate Advances, (ii) the date of such Advances (which shall be a Business Day), (iii) the aggregate principal amount of the Advances and (iv) if such Advances are to be Eurodollar Rate Advances, the Interest Period with respect thereto. If no election as to the Type of Advances is specified, then the requested Advances shall be Base Rate Advances. If no Interest Period with respect to any Eurodollar Rate Advance is specified, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. Upon fulfillment of the applicable conditions set forth in Sections 2, if applicable, and 3, each of CNAI and RBS will make the proceeds of such Advances available to the Borrower on the proposed date thereof by wire transfer to the account specified by the Borrower in the related Notice of Borrowing in immediately available funds by 12:00 noon (New York City time). All Notices of Borrowing may be delivered by telephone and confirmed in writing. For purposes of this Agreement, "BASE RATE" means, for any day, a fluctuating rate per annum in effect from time to time, which rate per annum shall be equal to the greater of (a) the rate of interest publicly announced by CNAI as its base rate in effect on such day in New York, New York and (b) the sum of (i) 1/2 of 1% per annum and (ii) the Federal Funds Effective Rate in effect on such day.
(c) The Facility shall be automatically terminated and the Borrower shall repay to CNAI and RBS the aggregate principal amount of Revolving all outstanding Advances by such Revolving Lender plus made each of them, together with accrued and unpaid interest thereon, on the earliest of (i) December 22, 2006, (ii) such Revolving Lender’s Swingline Exposure plus the date of the termination of the Facility in full pursuant to Section 1(d) hereof and (iii) such Revolving Lender’s LC Exposure at any one time outstanding the date on which CNAI and RBS shall not exceed such Revolving Lender’s Revolving Advance Commitment; provided that any Revolving have terminated their commitments hereunder and declared the Advances made as a part forthwith due and payable during the continuance of an Event of Default pursuant to Article VII of the Escrow Deposit shall be made into Existing Credit Agreement as incorporated by reference (the Escrow Account and shall, at all times such Advances remain in "TERMINATION DATE"). Upon the Escrow Account, be held issuance by the Escrow Agent for the benefit of the Revolving Lenders and shall not, under any circumstances (other than the satisfaction of the conditions set forth in Section 3.02 and the subsequent release of funds to the Borrower) be advanced to the Borrower or constitute an asset any of its Subsidiaries of (i) any equity security in the Borrower. Within capital markets or (ii) any debt security in the limits capital markets with a maturity in excess of each Revolving Lender’s Revolving Advance Commitmentone year, the Facility shall automatically reduce by an amount equal the cash proceeds (net of (i) the out-of-pocket fees, costs and other expenses incurred by the Borrower may from time or such Subsidiary in connection with such issuance, including, without limitation, all legal fees, brokerage fees, consulting fees, accounting fees, underwriting discounts and commissions and other customary fees, costs and expenses, (ii) income and other taxes paid or reasonably estimated to timebe actually payable in connection therewith, solely with respect to Revolving Advances, borrow under this Section 2.01(a), prepay pursuant to Section 2.12(band (iii) and reborrow under this Section 2.01(a). On the Effective Date, the aggregate amount of the Revolving Advance Commitments of the Revolving Lenders is $2,000,000,000.
(b) Each Lender that has a Term A Commitment agrees on the terms and conditions hereinafter set forth, to make Term A Advances to the Borrower in a single Borrowing on the Effective Date equal to such Lender’s Percentage of the aggregate amount of the Term A Borrowing requested any reserves established by the Borrower to be made on such day; provided that fund any Term A Advances made contingent liabilities reasonably expected to arise (as a part of the Escrow Deposit shall be made into the Escrow Account and shall, at all times such Advances remain determined in the Escrow Account, be held good faith by the Escrow Agent for the benefit of the Lenders making such Term A Advances and shall not, under any circumstances (other than the satisfaction of the conditions set forth in Section 3.02 and the subsequent release of funds to the Borrower) be advanced to the Borrower or constitute an asset of the Borrower. On the Effective Date, the aggregate amount of the Term A Commitment of each Lender that has a Term A Commitment is $750,000,000. No amounts paid or prepaid with respect to Term A Advances may be reborrowed.
(csuch Subsidiary) Each Lender that has a Term B Commitment agrees on the terms and conditions hereinafter set forth, to make Term B Advances to the Borrower in a single Borrowing on the Effective Date equal to such Lender’s Percentage of the aggregate amount of the Term B Borrowing requested connection therewith) actually received by the Borrower to be made or such Subsidiary from any such issuance on the fifth Business Day after the date of such day; provided that any Term B Advances made as a part of the Escrow Deposit shall be made into the Escrow Account and shall, at all times such Advances remain in the Escrow Account, be held by the Escrow Agent for the benefit of the Lenders making such Term B Advances and shall not, under any circumstances (other than the satisfaction of the conditions set forth in Section 3.02 and the subsequent release of funds to the Borrower) be advanced to the Borrower or constitute an asset of the Borrower. On the Effective Date, the aggregate amount of the Term B Commitment of each Lender that has a Term B Commitment is $1,250,000,000. No amounts paid or prepaid with respect to Term B Advances may be reborrowedreceipt.
(d) Each Borrowing The Borrower may, upon at least three Business Days' notice to CNAI and RBS, terminate in whole or reduce ratably in part the Facility. The Borrower shall, on each date of a reduction in the Facility as set forth in Section 1(c) above or this Section 1(d), repay the Advances made by CNAI and RBS, ratably in proportion to the aggregate amount of Advances owing to such Person, in a principal amount equal to the excess of the aggregate principal amount of the outstanding Advances over the Facility as so terminated or reduced.
(e) The Borrower may, upon notice given to CNAI and RBS not later than 11:00 A.M. (New York City time) (i) on the date of the proposed prepayment, in the case of a prepayment of Base Rate Advances or (ii) on the third Business Day prior to the date of prepayment, in the case of a prepayment of Eurodollar Rate Advances, in each case stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given the Borrower shall, prepay the aggregate principal amount of the Advances specified in such notice ratably (in proportion to the aggregate amount of Advances owing to such Person) to CNAI and RBS. All notices of prepayment may be given by telephone confirmed in writing. All prepayments under this Section 1(e) shall be made together with (i) accrued and unpaid interest to the date of such prepayment on the principal amount so prepaid and (ii) in the case of any such prepayment of a Eurodollar Rate Advance on a date other than the last day of an aggregate Interest Period therefor, any amounts owing in respect of Eurodollar Rate Advances pursuant to Section 2.15 of the Existing Credit Agreement as incorporated herein by reference.
(f) The Borrower shall pay interest on the unpaid principal amount not less than $20,000,000 or an integral multiple of $1,000,000 each Advance from the date of such Advance until the principal amount thereof is paid in excess thereof and shall consist of Advances full on the dates for payment specified for Borrowings of the same Type made under the Existing Credit Agreement at a rate per annum equal, (i) in the case of Base Rate Advances, to the Base Rate in effect from time to time and (ii) in the case of Eurodollar Rate Advances, to the sum of the LIBO Rate in effect for the applicable Interest Period plus the Applicable Margin (as defined below) from time to time in effect. Similarly, the Borrower shall pay a facility fee from the date of this Agreement to the Termination Date at a rate per annum equal to the Applicable Percentage (as defined below) from time to time in effect on the Facility on the dates for payment specified for payment of the "Facility Fee" under the Existing Credit Agreement and such fee payable hereunder shall be calculated in the same day manner as such "Facility Fee" thereunder. For purposes of this Section 2(f), the terms "APPLICABLE MARGIN" and "APPLICABLE PERCENTAGE" are each defined as a percentage per annum determined by reference to the Lenders ratably according Borrower's Index Debt, as set forth on Schedule I to their respective Commitmentsthis Agreement.
Appears in 1 contract
The Advances. (a1) Each Revolving applicable Lender severally and not jointly agrees, on in accordance with the terms and conditions hereinafter set forthof this Agreement and in accordance with the applicable Borrowing Notice, to make Revolving Advances to the Borrower Borrowers from time to time on any Business Day during the period from the Effective Date until the Revolving Advance Commitment Termination Date in amounts such that the sum of (i) the aggregate principal amount of Revolving Advances by such Revolving Lender plus (ii) such Revolving Lender’s Swingline Exposure plus (iii) such Revolving Lender’s LC Exposure at any one time outstanding shall not exceed such Revolving Lender’s Revolving Advance Commitment; provided that any Revolving Advances made as a part of the Escrow Deposit shall be made into the Escrow Account and shall, at all times such Advances remain in the Escrow Account, be held by the Escrow Agent for the benefit of the Revolving Lenders and shall not, under any circumstances (other than the satisfaction of the conditions set forth in Section 3.02 and the subsequent release of funds prior to the Borrower) be advanced to the Borrower or constitute an asset of the BorrowerMaturity Date. Within the limits of each Revolving Lender’s Revolving Advance CommitmentThe Swingline Lender agrees, the Borrower may from time to time, solely in accordance with respect to Revolving Advances, borrow under this Section 2.01(a), prepay pursuant to Section 2.12(b) and reborrow under this Section 2.01(a). On the Effective Date, the aggregate amount of the Revolving Advance Commitments of the Revolving Lenders is $2,000,000,000.
(b) Each Lender that has a Term A Commitment agrees on the terms and conditions hereinafter set forthof this Agreement, to make Term A Swingline Advances (on a same day basis) to the Borrower in a single Borrowing Borrowers from time to time on the Effective Date equal to such Lender’s Percentage of the aggregate amount of the Term A Borrowing requested by the Borrower to be made on such day; provided that any Term A Advances made as a part of the Escrow Deposit shall be made into the Escrow Account and shall, at all times such Advances remain in the Escrow Account, be held by the Escrow Agent for the benefit of the Lenders making such Term A Advances and shall not, under any circumstances (other than the satisfaction of the conditions set forth in Section 3.02 and the subsequent release of funds Business Day prior to the Borrower) be advanced to the Borrower or constitute an asset of the Borrower. On the Effective Maturity Date, the aggregate amount of the Term A Commitment of each Lender that has a Term A Commitment is $750,000,000. No amounts paid or prepaid with respect to Term A Advances may be reborrowed.
(c) Each Lender that has a Term B Commitment agrees on the terms and conditions hereinafter set forth, to make Term B Advances to the Borrower in a single Borrowing on the Effective Date equal to such Lender’s Percentage of the aggregate amount of the Term B Borrowing requested by the Borrower to be made on such day; provided that any Term B Advances made as a part of the Escrow Deposit shall be made into the Escrow Account and shall, at all times such Advances remain in the Escrow Account, be held by the Escrow Agent for the benefit of the Lenders making such Term B Advances and shall not, under any circumstances (other than the satisfaction of the conditions set forth in Section 3.02 and the subsequent release of funds to the Borrower) be advanced to the Borrower or constitute an asset of the Borrower. On the Effective Date, the aggregate amount of the Term B Commitment of each Lender that has a Term B Commitment is $1,250,000,000. No amounts paid or prepaid with respect to Term B Advances may be reborrowed.
(d2) Each Borrowing shall be in an aggregate amount not less than $20,000,000 or an integral multiple of $1,000,000 in excess thereof and under the Credit Facility shall consist of Advances of made to the same Type made applicable Borrower on the same day by the applicable Lenders ratably according in accordance with each applicable Lender’s relevant rateable portion. Each requested Advance shall be in at least the minimum aggregate amount and in an integral multiple of the amount set forth in Schedule 5.
(3) The Swingline Lender may, in its sole discretion, give notice to their respective Commitmentsthe Agent who shall forthwith notify the Lenders that the principal amount of the Swingline Lender’s outstanding Swingline Advances to the Borrowers shall be funded with a Borrowing or Borrowings under the Credit Facility (provided that such notice shall be deemed to have been given (y) on the Maturity Date if the Borrowers shall not have repaid all Swingline Advances on or prior to such day, and (z) upon the occurrence of an Event of Default, in which case Advances under the Credit Facility) (each such Borrowing, a “Mandatory Borrowing”) shall be made on the next Business Day by all Lenders so that, immediately after the Mandatory Borrowing, each Lender shall share rateably in the Accommodations Outstanding under the Credit Facility and the proceeds of such Mandatory Borrowing shall be applied directly by the Agent to repay Advances outstanding to the Swingline Lender. Each Lender shall make Advances pursuant to a Mandatory Borrowing in the amount and in the manner specified in writing by the Agent notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required under this Agreement; (ii) that the conditions specified in ARTICLE 7 are not then satisfied; (iii) that a Default or an Event of Default has occurred and is continuing; (iv) the date of such Mandatory Borrowing; and (v) any reduction in the Commitment after any Swingline Advance was made by the Swingline Lender. In addition to the foregoing, the Borrower shall cause each Swingline Advance to be repaid in full on the last Business Day of each calendar week.
(4) In connection with the use or administration of Daily Simple SOFR, Term SOFR or SOFR, the Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. The Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Daily Simple SOFR, Term SOFR or SOFR, as applicable.
Appears in 1 contract
The Advances. (a) Each Revolving Lender severally agrees, on Subject to the terms and conditions hereinafter set forthof this Agreement, the Lender agrees to make Revolving Advances lend to the Borrower from time to time on any Business Day during the period from the Effective Date until the Revolving Advance Commitment Termination Date in amounts such that the sum of (i) the an aggregate principal amount of Revolving Advances by such Revolving Lender plus (ii) such Revolving Lender’s Swingline Exposure plus (iii) such Revolving Lender’s LC Exposure not to exceed at any one time outstanding shall not exceed an amount (the "Maximum Funding Amount") equal to (i) for the period from the date hereof to and including the initial Termination Date, $5,000,000, and (ii) if the Termination Date is extended in accordance with Section 2(a) hereof, for each subsequent Funding Period the amount specified in the Notice of Extension of Agreement delivered in accordance herewith in respect of such Revolving Lender’s Revolving Funding Period, to be made in one or more advances (each an "Advance" and, collectively, "Advances"). Each Advance Commitment; provided that any Revolving Advances made as a part of the Escrow Deposit shall be made into on a date other than a Saturday, Sunday or other day on which banks in Los Angeles, California are authorized or required by law to be closed (each such date, a "Business Day") that is prior to the Escrow Account Termination Date (each such date on which an Advance is made, a "Funding Date"); provided that:
(a) the representations and shall, at all times such Advances remain in the Escrow Account, be held by the Escrow Agent for the benefit warranties of the Revolving Lenders and shall not, under any circumstances (other than the satisfaction of the conditions set forth Borrower in Section 3.02 7 hereof shall be true and the subsequent release correct on and as of funds to the Borrower) be advanced to the Borrower or constitute an asset such Funding Date as if made on and as of the Borrower. Within the limits of each Revolving Lender’s Revolving Advance Commitment, the Borrower may from time to time, solely with respect to Revolving Advances, borrow under this Section 2.01(a), prepay pursuant to Section 2.12(b) and reborrow under this Section 2.01(a). On the Effective Date, the aggregate amount of the Revolving Advance Commitments of the Revolving Lenders is $2,000,000,000.such date;
(b) Each Lender that has a Term A Commitment agrees on no Default or Event of Default shall have occurred and be continuing or would exist after the terms and conditions hereinafter set forth, to make Term A Advances to the Borrower in a single Borrowing on the Effective Date equal to such Lender’s Percentage making of the aggregate amount of the Term A Borrowing requested by the Borrower to be made any Advance on such day; provided that any Term A Advances made as a part of the Escrow Deposit shall be made into the Escrow Account and shall, at all times such Advances remain in the Escrow Account, be held by the Escrow Agent for the benefit of the Lenders making such Term A Advances and shall not, under any circumstances (other than the satisfaction of the conditions set forth in Section 3.02 and the subsequent release of funds to the Borrower) be advanced to the Borrower or constitute an asset of the Borrower. On the Effective Funding Date, the aggregate amount of the Term A Commitment of each Lender that has a Term A Commitment is $750,000,000. No amounts paid or prepaid with respect to Term A Advances may be reborrowed.;
(c) Each Lender that has a Term B Commitment agrees on the terms and conditions hereinafter set forth, to make Term B Advances to the Borrower in a single Borrowing on the Effective Date equal to such Lender’s Percentage of the aggregate amount of the Term B Borrowing if requested by the Borrower to be made on such day; provided that any Term B Advances made as Lender, the Lender shall have conducted a part due diligence review of the Escrow Deposit shall be made into the Escrow Account and shall, at all times such Advances remain in the Escrow Account, be held by the Escrow Agent for the benefit of the Lenders making such Term B Advances and shall not, under any circumstances (other than the satisfaction of the conditions set forth in Section 3.02 and the subsequent release of funds mortgage files relating to the Borrower) be advanced Mortgage Loans, the results of which shall have been satisfactory to the Borrower or constitute an asset of the Borrower. On the Effective Date, the aggregate amount of the Term B Commitment of each Lender that has a Term B Commitment is $1,250,000,000. No amounts paid or prepaid with respect to Term B Advances may be reborrowed.Lender;
(d) Each Borrowing the Lender shall have received, in connection with the first Advance, (A) a legal opinion from counsel to the Borrower, in the form of Exhibit C attached hereto, and (B) the Secured Note (as defined below) duly executed by the Borrower;
(e) the Borrower shall have delivered to the Lender all documents to be delivered with respect to the Mortgage Loans being pledged on such Funding Date, including without limitation the information specified in Schedule 1 with respect to each Mortgage Loan;
(f) the Lender shall have ascertained that there are no material deficiencies with respect to the Mortgage Loan Documents (as defined below) related to such Advance, by no later than 5:00 p.m. two Business Days before such Funding Date;
(g) the Lender shall have received a guaranty (the "Guaranty") substantially in the form set forth in Exhibit I attached hereto, fully executed by each Guarantor;
(h) the Lender shall have received a copy of the Mortgage Loan Subservicing Agreement, if any, in respect of the Mortgage Loans relating to such Advance, which Mortgage Loan Subservicing Agreement shall be in an aggregate amount not less than $20,000,000 form and substance acceptable to the Lender;
(i) each rescission period, under applicable federal, state or an integral multiple of $1,000,000 local law, in excess thereof and shall consist of Advances respect of the same Type Mortgage Loans being pledged in connection with the Advance being made on such Funding Date shall have expired, and the same day by Lender shall have received evidence satisfactory to it to that effect; and
(j) any general conditions for the Lenders ratably according making of Advances, specified in Section 2 below, have been satisfied and will continue to their respective Commitmentsbe satisfied if such Advance is made.
Appears in 1 contract
Samples: Interim Warehouse and Security Agreement (First Alliance Corp /De/)
The Advances. (a) Each Revolving Lender severally and not jointly agrees, on the terms and conditions hereinafter set forthforth (a) to make a Tranche 1 Advance denominated in Sterling to the Borrower on the Closing Date in an amount not to exceed such Lender’s outstanding Tranche 1 Commitment immediately prior to the making of the Tranche 1 Advance, (b) to make a Tranche 2 Advance denominated in Dollars to the Borrower on the Closing Date in an amount not to exceed such Lender’s outstanding Tranche 2 Commitment immediately prior to the making of the Tranche 2 Advance and (c) in the event that any Lender (other than an Initial Lender) shall have become a Non-Funding Lender, to make Revolving Supplemental Advances to the Borrower from time to time on any Business Day during the period from the Effective Date until the Revolving Advance Commitment Termination Date (each, a “Supplemental Advance”) denominated in amounts such that the sum of (i) the aggregate principal amount of Revolving Advances by such Revolving Lender plus (ii) such Revolving Lender’s Swingline Exposure plus (iii) such Revolving Lender’s LC Exposure at any one time outstanding shall not exceed such Revolving Lender’s Revolving Advance Commitment; provided that any Revolving Advances made Sterling or Dollars, as a part of the Escrow Deposit shall be made into the Escrow Account and shallapplicable, at all times such Advances remain in the Escrow Account, be held by the Escrow Agent for the benefit of the Revolving Lenders and shall not, under any circumstances (other than the satisfaction of the conditions set forth in Section 3.02 and the subsequent release of funds to the Borrower) be advanced to the Borrower or constitute an asset of the Borrower. Within the limits of each Revolving Lender’s Revolving Advance Commitment, the Borrower may from time to time, solely with respect to Revolving Advances, borrow under this Section 2.01(a), prepay pursuant to Section 2.12(b) and reborrow under this Section 2.01(a). On the Effective Date, the aggregate amount of the Revolving Advance Commitments of the Revolving Lenders is $2,000,000,000.
(b) Each Lender that has a Term A Commitment agrees on the terms and conditions hereinafter set forth, to make Term A Advances Closing Date to the Borrower in a single Borrowing on the Effective Date equal an amount deemed to such Lender’s Percentage of the aggregate amount of the Term A Borrowing be requested by the Borrower to be made on such day; provided that any Term A Advances made as a part of the Escrow Deposit shall be made into the Escrow Account and shall, at all times such Advances remain in the Escrow Account, be held by the Escrow Agent for the benefit of the Lenders making such Term A Advances and shall not, under any circumstances (other than the satisfaction of the conditions set forth in Section 3.02 and the subsequent release of funds to the Borrower) be advanced to the Borrower or constitute an asset of the Borrower. On the Effective Date, the aggregate amount of the Term A Commitment of each Lender that has a Term A Commitment is $750,000,000. No amounts paid or prepaid with respect to Term A Advances may be reborrowed.
(c) Each Lender that has a Term B Commitment agrees on the terms and conditions hereinafter set forth, to make Term B Advances to the Borrower in a single Borrowing on the Effective Date equal to 2.03 not exceeding such Lender’s Percentage remaining Commitment (after giving effect to all Tranche 1 Advances and Tranche 2 Advances made by such Lender pursuant to Sections 2.01(a) and (b)). For the avoidance of doubt, each Supplemental Advance made by a Lender in respect of its Commitment under a particular Tranche shall be an Advance of the aggregate amount of the Term B Borrowing requested by the Borrower to be made on such day; provided that any Term B Advances made as a part of the Escrow Deposit shall be made into the Escrow Account and shall, at all times such Advances remain in the Escrow Account, be held by the Escrow Agent for the benefit of the Lenders making such Term B Advances and shall not, under any circumstances (other than the satisfaction of the conditions set forth in Section 3.02 and the subsequent release of funds to the Borrower) be advanced to the Borrower or constitute an asset of the Borrowersame Tranche. On the Effective Date, the aggregate amount of the Term B Commitment of each Lender that has a Term B Commitment is $1,250,000,000. No amounts paid or prepaid with respect to Term B Advances may be reborrowed.
(d) Each Borrowing shall be in an aggregate amount not less than $20,000,000 equal to the Borrowing Minimum or an integral multiple of $1,000,000 a Borrowing Multiple in excess thereof and shall consist of Advances of the same Type and Class made on the same day by the Lenders ratably according to their respective relevant Commitments. Upon the making of any Advance by a Lender such Lender’s Tranche 1 Commitment will be permanently reduced by the aggregate principal amount of such Tranche 1 Advance and such Lender’s Tranche 2 Commitment will be permanently reduced by the aggregate principal amount of such Tranche 2 Ad- xxxxx. The Borrower may prepay Advances pursuant to Section 2.10, provided that Advances may not be reborrowed once repaid.
Appears in 1 contract
The Advances. (a) Each Revolving Lender severally agrees, on the terms and conditions hereinafter set forth, to make Revolving Advances denominated in any Major Currency to the any Borrower from time to time on any Business Day during the period from the Effective Date until the Revolving Advance Commitment Termination Date of such Lender in amounts an aggregate Dollar equivalent amount not to exceed at any time outstanding the Dollar amount set opposite such Lender's name on Schedule II hereof or, if such Lender has entered into any Assignment and Acceptance, set forth for such Lender in the Register maintained by the Administrative Agent pursuant to Section 9.07(d), as such amount may be reduced pursuant to Section 2.04 (such Lender's "Commitment"); provided that the sum of after giving effect to such Advance (i) the Dollar equivalent of the aggregate principal amount of Revolving Advances by such Revolving from any Lender plus (ii) such Revolving Lender’s Swingline Exposure plus (iii) such Revolving Lender’s LC Exposure at any one time outstanding shall not exceed such Revolving Lender’s Revolving Advance Commitment; provided that any Revolving Advances made as a part its Commitment then in effect and (ii) the Total Utilization of the Escrow Deposit Commitments shall be made into the Escrow Account and shall, at all times such Advances remain in the Escrow Account, be held by the Escrow Agent for the benefit of the Revolving Lenders and shall not, under any circumstances (other than the satisfaction of the conditions set forth in Section 3.02 and the subsequent release of funds to the Borrower) be advanced to the Borrower or constitute an asset of the Borrower. Within the limits of each Revolving Lender’s Revolving Advance Commitment, the Borrower may from time to time, solely with respect to Revolving Advances, borrow under this Section 2.01(a), prepay pursuant to Section 2.12(b) and reborrow under this Section 2.01(a). On the Effective Date, not exceed the aggregate amount of the Revolving Advance Commitments of the Revolving Lenders is $2,000,000,000then in effect.
(b) Each Lender The Company shall be entitled to request that has Advances hereunder also be made in any other lawful currency constituting a Term A Commitment agrees eurocurrency, in addition to the eurocurrencies specified in the definition of "Major Currency" herein, that in the opinion of all Lenders is at such time freely traded in the offshore interbank foreign exchange markets and is freely transferable and freely convertible into Dollars and in which dealings in deposits are carried out on the terms and conditions hereinafter set forthLondon interbank market (an "Alternate Currency"). The Company shall deliver to the Administrative Agent any request for designation of an Alternate Currency, substantially in the form of Exhibit I hereto (a "Request for Designation of an Alternate Currency"), to make Term A Advances to be received by the Borrower Administrative Agent not later than 1:00 P.M. (New York City time) at least ten Business Days in a single Borrowing on the Effective Date equal to such Lender’s Percentage advance of the aggregate amount date of the Term A any Borrowing requested by the Borrower hereunder proposed to be made on in such day; provided that Alternate Currency. Upon receipt of any Term A Advances made as such request the Administrative Agent will promptly notify the Lenders thereof, and each Lender will use its best efforts to respond to such request within two Business Days of receipt thereof. Failure by any Lender to respond to such request within two Business Days of receipt thereof shall be deemed to be a part rejection of such Request for Designation of an Alternate Currency by such Lender. The Administrative Agent will promptly notify the Company and the Lenders of the Escrow Deposit shall be made into the Escrow Account and shall, at all times such Advances remain in the Escrow Account, be held acceptance or rejection by the Escrow Agent for the benefit Lenders of the Lenders making any such Term A Advances request, and shall not, under any circumstances (other than the satisfaction of the conditions set forth in Section 3.02 and the subsequent release of funds to the Borrower) be advanced to the Borrower or constitute an asset of the Borrower. On the Effective Date, the aggregate amount of the Term A Commitment of each Lender that has a Term A Commitment is $750,000,000. No amounts paid may grant or prepaid with respect to Term A Advances may be reborrowedreject such request in its sole discretion.
(c) Each Lender that has a Term B Commitment agrees on the terms and conditions hereinafter set forth, to make Term B Advances to the Borrower in a single Borrowing on the Effective Date equal to such Lender’s Percentage of the aggregate amount of the Term B Borrowing requested by the Borrower to be made on such day; provided that any Term B Advances made as a part of the Escrow Deposit shall be made into the Escrow Account and shall, at all times such Advances remain in the Escrow Account, be held by the Escrow Agent for the benefit of the Lenders making such Term B Advances and shall not, under any circumstances (other than the satisfaction of the conditions set forth in Section 3.02 and the subsequent release of funds to the Borrower) be advanced to the Borrower or constitute an asset of the Borrower. On the Effective Date, the aggregate amount of the Term B Commitment of each Lender that has a Term B Commitment is $1,250,000,000. No amounts paid or prepaid with respect to Term B Advances may be reborrowed.
(d) Each Borrowing shall be in an aggregate amount not less than $20,000,000 10,000,000 (or the equivalent thereof in any Major Currency or Alternate Currency) or an integral multiple of $1,000,000 (or the equivalent thereof in any Major Currency or Alternate Currency) in excess thereof and shall consist of Advances of the same Type and made in the same currency on the same day to the same Borrower by the Lenders ratably according to their respective Commitments. Within the limits of each Lender's Commitment, the Borrower may from time to time borrow, prepay pursuant to Section 2.05(b) and reborrow under this Section 2.01. For purposes of this Section 2.01 and all other provisions of this Article II, currency equivalents shall be determined in accordance with Section 1.04.
Appears in 1 contract
Samples: Credit Agreement (Steelcase Inc)
The Advances. (a1) Each Revolving applicable Lender severally and not jointly agrees, on in accordance with the terms and conditions hereinafter set forthof this Agreement and in accordance with the applicable Borrowing Notice, to make Revolving Advances to the Borrower Borrowers from time to time on any Business Day during the period from the Effective Date until the Revolving Advance Commitment Termination Date in amounts such that the sum of (i) the aggregate principal amount of Revolving Advances by such Revolving Lender plus (ii) such Revolving Lender’s Swingline Exposure plus (iii) such Revolving Lender’s LC Exposure at any one time outstanding shall not exceed such Revolving Lender’s Revolving Advance Commitment; provided that any Revolving Advances made as a part of the Escrow Deposit shall be made into the Escrow Account and shall, at all times such Advances remain in the Escrow Account, be held by the Escrow Agent for the benefit of the Revolving Lenders and shall not, under any circumstances (other than the satisfaction of the conditions set forth in Section 3.02 and the subsequent release of funds prior to the Borrower) be advanced to the Borrower or constitute an asset of the BorrowerMaturity Date. Within the limits of each Revolving Lender’s Revolving Advance CommitmentThe Swingline Lender agrees, the Borrower may from time to time, solely in accordance with respect to Revolving Advances, borrow under this Section 2.01(a), prepay pursuant to Section 2.12(b) and reborrow under this Section 2.01(a). On the Effective Date, the aggregate amount of the Revolving Advance Commitments of the Revolving Lenders is $2,000,000,000.
(b) Each Lender that has a Term A Commitment agrees on the terms and conditions hereinafter set forthof this Agreement, to make Term A Swingline Advances (on a same day basis) to the Borrower in a single Borrowing Borrowers from time to time on the Effective Date equal to such Lender’s Percentage of the aggregate amount of the Term A Borrowing requested by the Borrower to be made on such day; provided that any Term A Advances made as a part of the Escrow Deposit shall be made into the Escrow Account and shall, at all times such Advances remain in the Escrow Account, be held by the Escrow Agent for the benefit of the Lenders making such Term A Advances and shall not, under any circumstances (other than the satisfaction of the conditions set forth in Section 3.02 and the subsequent release of funds Business Day prior to the Borrower) be advanced to the Borrower or constitute an asset of the Borrower. On the Effective Maturity Date, the aggregate amount of the Term A Commitment of each Lender that has a Term A Commitment is $750,000,000. No amounts paid or prepaid with respect to Term A Advances may be reborrowed.
(c) Each Lender that has a Term B Commitment agrees on the terms and conditions hereinafter set forth, to make Term B Advances to the Borrower in a single Borrowing on the Effective Date equal to such Lender’s Percentage of the aggregate amount of the Term B Borrowing requested by the Borrower to be made on such day; provided that any Term B Advances made as a part of the Escrow Deposit shall be made into the Escrow Account and shall, at all times such Advances remain in the Escrow Account, be held by the Escrow Agent for the benefit of the Lenders making such Term B Advances and shall not, under any circumstances (other than the satisfaction of the conditions set forth in Section 3.02 and the subsequent release of funds to the Borrower) be advanced to the Borrower or constitute an asset of the Borrower. On the Effective Date, the aggregate amount of the Term B Commitment of each Lender that has a Term B Commitment is $1,250,000,000. No amounts paid or prepaid with respect to Term B Advances may be reborrowed.
(d2) Each Borrowing shall be in an aggregate amount not less than $20,000,000 or an integral multiple of $1,000,000 in excess thereof and under the Credit Facility shall consist of Advances of made to the same Type made applicable Borrower on the same day by the applicable Lenders ratably according in accordance with each applicable Lender’s relevant rateable portion. Each requested Advance shall:
(i) be in at least the minimum aggregate amount and in an integral multiple of the amount set forth in SCHEDULE 4 and;
(ii) consist of an Advance, a portion of which shall be made to their respective Commitmentsthe Canadian Borrower, in an availment option available to the Canadian Borrower pursuant to Section 2.01(2) hereof in an amount equal to at least the BDC Commitment Percentage of such Advance.
(3) The Swingline Lender may, in its sole discretion, give notice to the Agent who shall forthwith notify the Lenders that the principal amount of the Swingline Lender’s outstanding Swingline Advances to the Borrowers shall be funded with a Borrowing or Borrowings under the Credit Facility (provided that such notice shall be deemed to have been given (y) on the Maturity Date if the Borrowers shall not have repaid all Swingline Advances on or prior to such day, and (z) upon the occurrence of an Event of Default, in which case Advances under the Credit Facility) (each such Borrowing, a “Mandatory Borrowing”) shall be made on the next Business Day by all Lenders so that, immediately after the Mandatory Borrowing, each Lender shall share rateably in the Accommodations Outstanding under the Credit Facility and the proceeds of such Mandatory Borrowing shall be applied directly by the Agent to repay Advances outstanding to the Swingline Lender. Each Lender shall make Advances pursuant to a Mandatory Borrowing in the amount and in the manner specified in writing by the Agent notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required under this Agreement; (ii) that the conditions specified in Article 6 are not then satisfied; (iii) that a Default or an Event of Default has occurred and is continuing; (iv) the date of such Mandatory Borrowing; and (v) any reduction in the Commitment after any Swingline Advance was made by the Swingline Lender. In addition to the foregoing, the Borrowers shall cause each Swingline Advance to be repaid in full on the last Business Day of each calendar week.
(4) In connection with the use or administration of Daily Simple SOFR, Term SOFR, SOFR or XXXXX, the Agent will have the right to make Conforming Changes or Canadian Benchmark Replacement Conforming Changes, as applicable, from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes or Canadian Benchmark Replacement Conforming Changes, as applicable, will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. The Agent will promptly notify the Borrowers and the Lenders of the effectiveness of any Conforming Changes or Canadian Benchmark Replacement Conforming Changes, as applicable, in connection with the use or administration of Daily Simple SOFR, Term SOFR, SOFR or XXXXX, as applicable.
Appears in 1 contract
Samples: Credit Agreement (Tucows Inc /Pa/)
The Advances. (a1) Each Revolving Facility A Lender individually, and not jointly and severally (or solidarily) agrees, on the terms and conditions hereinafter set forthof this Agreement, and from time to time prior to the date which is one Business Day prior to the last Business Day of the Term of Facility A, to make Revolving Prime Rate Advances to the Borrower from time to time on any Business Day during the period from the Effective Date until the Revolving Advance Commitment Termination Date in amounts such that the sum of (i) the aggregate principal amount of Revolving Advances by such Revolving Day. The Swingline Lender plus (ii) such Revolving Lender’s Swingline Exposure plus (iii) such Revolving Lender’s LC Exposure at any one time outstanding shall not exceed such Revolving Lender’s Revolving Advance Commitment; provided that any Revolving Advances made as a part of the Escrow Deposit shall be made into the Escrow Account and shallagrees, at all times such Advances remain in the Escrow Account, be held by the Escrow Agent for the benefit of the Revolving Lenders and shall not, under any circumstances (other than the satisfaction of the conditions set forth in Section 3.02 and the subsequent release of funds to the Borrower) be advanced to the Borrower or constitute an asset of the Borrower. Within the limits of each Revolving Lender’s Revolving Advance Commitment, the Borrower may from time to time, solely with respect to Revolving Advances, borrow under this Section 2.01(a), prepay pursuant to Section 2.12(b) and reborrow under this Section 2.01(a). On the Effective Date, the aggregate amount of the Revolving Advance Commitments of the Revolving Lenders is $2,000,000,000.
(b) Each Lender that has a Term A Commitment agrees on the terms and conditions hereinafter set forthof this Agreement, and from time to time prior to the date which is one Business Day prior to the last Business Day of the Term of Facility A and subject to the right of the Swingline Lender to cease acting as such upon thirty (30) days notice to the Administrative Agent and the Borrower (except where a Default has occurred and is continuing, in which case no prior notice shall be required), to make Term A Prime Rate Advances to the Borrower on any Business Day, and immediately thereupon, each Facility A Lender shall be deemed to, and irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Advance in an amount equal to its rateable share of same. The Borrower shall repay all outstanding Swingline Advances of the Swingline Lender not less frequently than by the 15th of each month and the second-to-last Business Day of each month, failing which a single Mandatory Borrowing (as defined and contemplated in paragraph (2) below) shall occur. If the Swingline Lender elects to resign as such, the Borrower shall be obliged to find a replacement Swingline Lender, failing which the Swingline Commitment will expire (but, for greater certainty, without reducing the Facility A Commitment) and no Swingline Advances will be available. Each Advance (other than Swingline Advances) shall be made rateably by the applicable Lenders.
(2) Upon receipt by the Swingline Lender of a notice from the Administrative Agent that one or more of the applicable conditions specified in Section 6.02 are not then satisfied, no further Advances shall be made or issued, as the case may be, by the Swingline Lender. Upon receipt of a notice from the Administrative Agent that a Default has occurred and is continuing, the Swingline Lender may, in its sole discretion, give notice to the Administrative Agent who shall forthwith notify the Facility A Lenders that the principal amount of its outstanding Swingline Advances shall be funded with an Advance under Facility A (provided that even absent such notice of a Default, such notice shall be deemed to have been given (a) at 10:00 a.m. Toronto time on the Effective Date equal 15th of each month and the second-to-last Business Day of each month if the Borrower shall not have repaid all Swingline Advances on or prior to such Lender’s Percentage days, (b) on the last day of the aggregate Term of Facility A if the Borrower shall not have repaid all Swingline Advances on or prior to such day, and (c) upon the occurrence of a demand pursuant to Section 9.01 or an Event of Default, in which case Advances under Facility A (each such Advance, a "MANDATORY BORROWING") shall be made on the next Business Day by all Facility A Lenders, so that immediately after the Mandatory Borrowing, each such Facility A Lender shall share rateably in the Accommodations Outstanding under Facility A and the proceeds shall be applied directly by the Administrative Agent to repay Advances outstanding to the Swingline Lender. Each applicable Facility A Lender shall make Advances pursuant to a Mandatory Borrowing in the amount and in the manner specified in writing by the Administrative Agent notwithstanding (i) that the amount of the Term Mandatory Borrowing may not comply with the minimum amount for Advances otherwise required under this Agreement; (ii) that the conditions specified in Article 6 are not satisfied; (iii) that a Default has occurred and is continuing or an Event of Default has occurred; (iv) the date of such Mandatory Borrowing; and (v) any reduction in the Facility A Borrowing requested Commitment after any Advance was made by the Borrower to be made on such day; provided that any Term A Advances made as a part of the Escrow Deposit shall be made into the Escrow Account and shall, at all times such Advances remain in the Escrow Account, be held by the Escrow Agent for the benefit of the Lenders making such Term A Advances and shall not, under any circumstances (other than the satisfaction of the conditions set forth in Section 3.02 and the subsequent release of funds to the Borrower) be advanced to the Borrower or constitute an asset of the Borrower. On the Effective Date, the aggregate amount of the Term A Commitment of each Lender that has a Term A Commitment is $750,000,000. No amounts paid or prepaid with respect to Term A Advances may be reborrowedSwingline Lender.
(c3) Each Term Lender that has a Term B Commitment agrees individually, and not jointly and severally (or solidarily) agrees, on the terms and conditions hereinafter set forthof this Agreement, to make Term B Libor Advances and US Prime Rate Advances to the Borrower in a single Borrowing on the Effective Date equal to such Lender’s Percentage of the aggregate amount of the Term B Borrowing requested any Business Day. Each Advance shall be made rateably by the Borrower to applicable Lenders. All Advances under Term Facility B shall be in US Dollars alone. The initial Advance under Term Facility B shall be for the full amount available thereunder and shall be made on such day; provided that any Term B Advances made as a part the Closing Date. Any portion of the Escrow Deposit shall be made into the Escrow Account and shall, at all times such Advances remain in the Escrow Account, be held by the Escrow Agent for the benefit of the Lenders making such Term B Advances and shall not, under any circumstances (other than the satisfaction of the conditions set forth in Section 3.02 and the subsequent release of funds to the Borrower) be advanced available to the Borrower under Term Facility B that is not borrowed as part of such initial Advance or constitute an asset of the Borrower. On the Effective Datethat is repaid shall not again be available for borrowing, the aggregate amount of the Term B Commitment of each Lender that has a Term B Commitment is $1,250,000,000. No amounts paid or prepaid with respect to Term B although Libor Advances may be reborrowedrolled over into new Libor Advances or converted into US Prime Rate Advances, and US Prime Rate Advances may be converted into Libor Advances.
(d) Each Borrowing shall be in an aggregate amount not less than $20,000,000 or an integral multiple of $1,000,000 in excess thereof and shall consist of Advances of the same Type made on the same day by the Lenders ratably according to their respective Commitments.
Appears in 1 contract
Samples: Credit Agreement (Sun Media Corp)
The Advances. (ab) The Swing Line Advances. Each Revolving Lender Swing Line Bank severally agrees, on the terms and conditions hereinafter set forth, to make Revolving Swing Line Advances to the Borrower from time to time on any Business Day during the period from the Effective Date until the Revolving Advance Commitment Termination Date in amounts an aggregate amount which shall not exceed at any time outstanding the amount set opposite such Swing Line Bank's name on the signature pages hereof under the caption "Swing Line Commitments", as such amount may be reduced pursuant to Section 2.05(c) (such amount, as it may have been so reduced, being such Swing Line Bank's "Swing Line Commitment"); provided, however, that the sum aggregate amount of all Swing Line Advances outstanding at any time shall not exceed $15,000,000 (the "Swing Line Facility") and, provided further that no Swing Line Borrowing shall be made if, following the making of such Swing Line Borrowing, either (i) the Unused Revolving Credit Commitments of the Lenders shall be less than the aggregate unpaid principal amount of Revolving the Swing Line Advances by such Revolving Lender plus or (ii) such Revolving Lender’s Swingline Exposure plus (iii) such Revolving Lender’s LC Exposure at any one time outstanding shall not exceed such Revolving Lender’s Revolving Advance Commitment; provided that any Revolving Advances made as a part the aggregate amount of the Escrow Deposit shall be made into the Escrow Account and shall, at all times such Advances remain in the Escrow Account, be held by the Escrow Agent for the benefit of the Revolving Lenders and shall not, under any circumstances (other than the satisfaction of the conditions set forth in Section 3.02 and the subsequent release of funds to the Borrower) be advanced to the Borrower or constitute an asset of the Borrower. Within the limits of each Revolving Lender’s Revolving Advance Commitment, the Borrower may from time to time, solely with respect to Revolving Advances, borrow under this Section 2.01(a), prepay pursuant to Section 2.12(b) and reborrow under this Section 2.01(a). On the Effective Date, then outstanding would exceed the aggregate amount of the Revolving Advance Credit Commitments of the Revolving Lenders is $2,000,000,000.
(b) Each Lender that has a Term A Commitment agrees on the terms and conditions hereinafter set forth, to make Term A Advances to the Borrower in a single Borrowing on the Effective Date equal to such Lender’s Percentage of the aggregate amount of the Term A Borrowing requested by the Borrower to be made on such day; provided that any Term A Advances made as a part of the Escrow Deposit Lenders. No Swing Line Advance shall be made into the Escrow Account and shall, at all times such Advances remain in the Escrow Account, be held by the Escrow Agent used for the benefit purpose of funding the Lenders making such Term A Advances and shall not, under payment of principal of any circumstances (other than the satisfaction of the conditions set forth in Section 3.02 and the subsequent release of funds to the Borrower) be advanced to the Borrower or constitute an asset of the BorrowerSwing Line Advance. On the Effective Date, the aggregate amount of the Term A Commitment of each Lender that has a Term A Commitment is $750,000,000. No amounts paid or prepaid with respect to Term A Advances may be reborrowed.
(c) Each Lender that has a Term B Commitment agrees on the terms and conditions hereinafter set forth, to make Term B Advances to the Borrower in a single Borrowing on the Effective Date equal to such Lender’s Percentage of the aggregate amount of the Term B Borrowing requested by the Borrower to be made on such day; provided that any Term B Advances made as a part of the Escrow Deposit shall be made into the Escrow Account and shall, at all times such Advances remain in the Escrow Account, be held by the Escrow Agent for the benefit of the Lenders making such Term B Advances and shall not, under any circumstances (other than the satisfaction of the conditions set forth in Section 3.02 and the subsequent release of funds to the Borrower) be advanced to the Borrower or constitute an asset of the Borrower. On the Effective Date, the aggregate amount of the Term B Commitment of each Lender that has a Term B Commitment is $1,250,000,000. No amounts paid or prepaid with respect to Term B Advances may be reborrowed.
(d) Each Swing Line Borrowing shall be in an aggregate amount not less than of $20,000,000 100,000 or an integral multiple of $1,000,000 10,000 in excess thereof and shall consist of Advances be made as a Base Rate Advance. The terms and conditions of the same Type Swing Line Commitment of any Swing Line Bank and the Swing Line Advances made on by any such Swing Line Bank (other than terms and conditions relating to the same day by interest rate, tenor or term of any such Swing Line Advance) may be modified from the Lenders ratably according terms and conditions provided herein upon mutual agreement of the Borrower and such Swing Line Bank. Within the limits of the Swing Line Facility and within the limits referred to their respective Commitmentsin this Section, the Borrower may borrow under this Section 2.01(b), repay pursuant to Section 2.06 or prepay pursuant to Section 2.11 and reborrow under this Section 2.01(b).
Appears in 1 contract
The Advances. (a) Each Revolving Lender severally agrees, on the terms and conditions hereinafter set forth, to make Revolving Advances to the Borrower from time to time on any Business Day during the period from the Effective Date date hereof to and including the day prior to the Commitment Termination Date, in an aggregate amount outstanding not to exceed at any time the amount set forth opposite such Lender's name on Schedule I hereto or, if such Lender has entered into any Assignment and Acceptance, set forth for such Lender in the Register maintained by the Administrative Agent pursuant to Section 8.07(c), as such amount may be reduced pursuant to Section 2.04(a) (such Lender's "Commitment"), and the Issuing Bank agrees to issue Letters of Credit for the account of the Borrower from time to time on any Business Day during the period from the date hereof until the Revolving Advance tenth Business Day prior to the Commitment Termination Date in amounts such that the sum of (i) the aggregate principal amount of Revolving Advances by such Revolving Lender plus (ii) such Revolving Lender’s Swingline Exposure plus (iii) such Revolving Lender’s LC Exposure at any one time outstanding shall not exceed such Revolving Lender’s Revolving Advance Commitment; provided that any Revolving Advances made as a part of the Escrow Deposit shall be made into the Escrow Account and shall, at all times such Advances remain in the Escrow Account, be held by the Escrow Agent for the benefit of the Revolving Lenders and shall not, under any circumstances (other than the satisfaction of the conditions set forth in Section 3.02 and the subsequent release of funds to the Borrower) be advanced to the Borrower or constitute an asset of the Borrower. Within the limits of each Revolving Lender’s Revolving Advance Commitment, the Borrower may from time to time, solely with respect to Revolving Advances, borrow under this Section 2.01(a), prepay pursuant to Section 2.12(b) and reborrow under this Section 2.01(a). On the Effective Date, the aggregate amount of not to exceed the Revolving Advance Commitments of the Revolving Lenders is $2,000,000,000.
(b) Each Lender that has a Term A Commitment agrees on the terms and conditions hereinafter set forth, to make Term A Advances to the Borrower in a single Borrowing on the Effective Date equal to such Lender’s Percentage of the aggregate amount of the Term A Borrowing requested by the Borrower to be made on such day; provided that any Term A Advances made as a part of the Escrow Deposit shall be made into the Escrow Account and shall, at all times such Advances remain in the Escrow Account, be held by the Escrow Agent for the benefit of the Lenders making such Term A Advances and shall not, under any circumstances (other than the satisfaction of the conditions set forth in Section 3.02 and the subsequent release of funds to the Borrower) be advanced to the Borrower or constitute an asset of the BorrowerLC Commitment. On the Effective Date, the aggregate amount of the Term A Commitment of each Lender that has a Term A Commitment is $750,000,000. No amounts paid or prepaid with respect to Term A Advances may be reborrowed.
(c) Each Lender that has a Term B Commitment agrees on the terms and conditions hereinafter set forth, to make Term B Advances to the Borrower in a single Borrowing on the Effective Date equal to such Lender’s Percentage of the aggregate amount of the Term B Borrowing requested by the Borrower to be made on such day; provided that any Term B Advances made as a part of the Escrow Deposit shall be made into the Escrow Account and shall, at all times such Advances remain in the Escrow Account, be held by the Escrow Agent for the benefit of the Lenders making such Term B Advances and shall not, under any circumstances (other than the satisfaction of the conditions set forth in Section 3.02 and the subsequent release of funds to the Borrower) be advanced to the Borrower or constitute an asset of the Borrower. On the Effective Date, the aggregate amount of the Term B Commitment of each Lender that has a Term B Commitment is $1,250,000,000. No amounts paid or prepaid with respect to Term B Advances may be reborrowed.
(d) Each Borrowing shall be in an aggregate amount not less than $20,000,000 10,000,000 or an integral multiple of $1,000,000 in excess thereof and shall consist of Advances of the same Type made on the same day by the Lenders ratably according to their respective Commitments. Until the day prior to the Commitment Termination Date, within the limits of each Lender's Commitment, the Borrower may from time to time borrow, repay pursuant to Section 2.05 or prepay pursuant to Section 2.10(b) and reborrow under this Section 2.01. In no event shall the Borrower be entitled to request or receive any Extension of Credit that would cause the aggregate Outstanding Credits to exceed the Commitments.
(b) Any Lender may request that any Advances made by it be evidenced by one or more promissory notes. In such event, the Borrower shall prepare, execute and deliver to such Lender one or more promissory notes payable to the order of such Lender (or, if requested by such Lender, to such Lender and its assignees) and in a form approved by the Administrative Agent.
Appears in 1 contract
The Advances. (a) Each Revolving Lender severally agrees, on the terms and conditions hereinafter set forth, to make Revolving Advances a term loan advance (each a “Term Loan A Advance”) to the Borrower from time to time on any Business Day during the period from the Effective Date until the Revolving Advance Commitment Termination Closing Date in amounts an amount for each such that Term Loan A Advance equal to the sum of (i) the aggregate principal amount of Revolving Advances by set opposite such Revolving Lender plus (ii) such Revolving Lender’s Swingline Exposure plus name as its Term Loan A Commitment on the signature pages hereof or, if such Lender has entered into an Assignment and Acceptance, the amount set forth for such Lender in the Register maintained by the Administrative Agent pursuant to Section 9.7 (iii) such Revolving Lender’s LC Exposure at any one time outstanding shall not exceed such Revolving Lender’s Revolving Advance “Term Loan A Commitment; provided that any Revolving Advances made as a part ”). The proceeds of the Escrow Deposit Term Loan A Advances shall be made into the Escrow Account and shall, at all times such Advances remain in the Escrow Account, be held used by the Escrow Agent for the benefit Borrower to refinance an existing indebtedness of the Revolving Lenders and shall not, under any circumstances (other than the satisfaction of the conditions set forth in Section 3.02 and the subsequent release of funds to the Borrower) be advanced to the Borrower or constitute an asset of the Borrowerwith FirstBank. Within the limits of each Revolving Lender’s Revolving Advance Commitment, the Borrower may from time to time, solely with respect to Revolving Advances, borrow The Borrowing made under this Section 2.01(a), prepay pursuant 2.1(a) shall be hereinafter referred to Section 2.12(b) and as the “Term Loan A Borrowing.” The Borrower may not reborrow under this Section 2.01(a). On the Effective Date, the aggregate amount Term Loan A Advances after repayment of the Revolving Advance Commitments of the Revolving Lenders is $2,000,000,000whole or any part thereof.
(b) Each Lender that has a Term A Commitment agrees severally agrees, on the terms and conditions hereinafter set forth, to make a term loan advance (each a “Term A Advances Loan B Advance”) to the Borrower on or before the Term Loan B Commitment Termination Date in a single Borrowing on the Effective Date an amount for each such Term Loan B Advance equal to the amount set opposite such Lender’s Percentage of name as its Term Loan B Commitment on the aggregate signature pages hereof or, if such Lender has entered into an Assignment and Acceptance, the amount set forth for such Lender in the Register maintained by the Administrative Agent pursuant to Section 9.7 (such Lender’s “Term Loan B Commitment”). The proceeds of the Term A Borrowing requested Loan B Advances shall be used by the Borrower to redeem the Existing Notes. The Borrowing made under this Section 2.1(a) shall be made on such day; provided that any hereinafter referred to as the “Term A Loan B Borrowing.” The Borrower may not reborrow Term Loan B Advances made as a part after repayment of the Escrow Deposit shall be made into the Escrow Account and shall, at all times such Advances remain in the Escrow Account, be held by the Escrow Agent for the benefit of the Lenders making such Term A Advances and shall not, under whole or any circumstances (other than the satisfaction of the conditions set forth in Section 3.02 and the subsequent release of funds to the Borrower) be advanced to the Borrower or constitute an asset of the Borrower. On the Effective Date, the aggregate amount of the Term A Commitment of each Lender that has a Term A Commitment is $750,000,000. No amounts paid or prepaid with respect to Term A Advances may be reborrowedpart thereof.
(c) Each Lender that has a Term B Commitment agrees severally agrees, on the terms and conditions hereinafter set forth, to make a term loan advance (each a “Term B Advances Loan C Advance”) to the Borrower on or before the Term Loan C Commitment Termination Date in a single Borrowing on the Effective Date an amount for each such Term Loan C Advance equal to the amount set opposite such Lender’s Percentage of name as its Term Loan C Commitment on the aggregate signature pages hereof or, if such Lender has entered into an Assignment and Acceptance, the amount set forth for such Lender in the Register maintained by the Administrative Agent pursuant to Section 9.7 (such Lender’s “Term Loan C Commitment”). The proceeds of the Term B Borrowing requested Loan C Advances shall be used by the Borrower to redeem the Existing Notes. The Borrowing made under this Section 2.1(a) shall be made on such day; provided that any hereinafter referred to as the “Term B Loan C Borrowing.” The Borrower may not reborrow Term Loan C Advances made as a part after repayment of the Escrow Deposit shall be made into the Escrow Account and shall, at all times such Advances remain in the Escrow Account, be held by the Escrow Agent for the benefit of the Lenders making such Term B Advances and shall not, under whole or any circumstances (other than the satisfaction of the conditions set forth in Section 3.02 and the subsequent release of funds to the Borrower) be advanced to the Borrower or constitute an asset of the Borrower. On the Effective Date, the aggregate amount of the Term B Commitment of each Lender that has a Term B Commitment is $1,250,000,000. No amounts paid or prepaid with respect to Term B Advances may be reborrowedpart thereof.
(d) Each Borrowing shall be in an aggregate amount not less than $20,000,000 or an integral multiple of $1,000,000 in excess thereof and shall consist of Advances of the same Type made on the same day by the Lenders ratably according to their respective Commitments.
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The Advances. (a) Each Revolving Lender severally agrees, on Subject to the terms and conditions hereinafter set forthforth herein, each Lender severally agrees to make Revolving Advances a loan in Dollars to Borrower on the Borrower from time to time on any Business Day during the period from the Effective Date until the Revolving Advance Commitment Termination Closing Date in amounts such that the sum of (i) the aggregate principal amount of Revolving Advances such Xxxxxx’s Commitment as set forth on Schedule I hereto by making immediately available funds available to Borrower (or an account designated by Borrower) (any such Revolving Lender plus (ii) such Revolving Lender’s Swingline Exposure plus (iii) such Revolving Lender’s LC Exposure at any one time outstanding shall not exceed such Revolving Lender’s Revolving Advance Commitmentloan, an “Advance”); provided that any Revolving Advances made as a part of the Escrow Deposit shall be made into the Escrow Account and each Lender shall, at all times such Borrower’s request, net the Advances remain due to Borrower against any amount payable by Borrower hereunder in the Escrow Account, be held by the Escrow accordance with each Lender’s respective Applicable Percentage. Borrower shall confirm to Xxxxxxx and Administrative Agent for the benefit upon receipt of the Revolving Lenders and shall not, under any circumstances (other than the satisfaction of the conditions set forth in Section 3.02 and the subsequent release of funds an Advance to the Borrower) be advanced to the Borrower or constitute an asset of the account designated by Borrower. Within Following the limits of each Revolving Lender’s Revolving Advance Commitment, the Borrower may from time to time, solely with respect to Revolving Advances, borrow under this Section 2.01(a), prepay pursuant to Section 2.12(b) and reborrow under this Section 2.01(a). On the Effective Closing Date, the aggregate amount unused portion of any Commitments shall be permanently terminated. If the Revolving Advance Closing Date does not occur on or prior to August 28, 2023, all Commitments of the Revolving Lenders is $2,000,000,000shall be permanently terminated on such date.
(b) Each Lender that has a Term A Commitment agrees on the terms and conditions hereinafter set forthAny Advance or any portion thereof, to make Term A Advances to the Borrower in a single Borrowing on the Effective Date equal to such Lender’s Percentage of the aggregate amount of the Term A Borrowing requested by the Borrower to be made on such day; provided that any Term A Advances made as a part of the Escrow Deposit shall be made into the Escrow Account and shallonce prepaid or repaid, at all times such Advances remain in the Escrow Account, be held by the Escrow Agent for the benefit of the Lenders making such Term A Advances and shall not, under any circumstances (other than the satisfaction of the conditions set forth in Section 3.02 and the subsequent release of funds to the Borrower) be advanced to the Borrower or constitute an asset of the Borrower. On the Effective Date, the aggregate amount of the Term A Commitment of each Lender that has a Term A Commitment is $750,000,000. No amounts paid or prepaid with respect to Term A Advances may not be reborrowed.
(c) Each Lender that has a Term B Commitment agrees on At any time, Borrower shall use the terms and conditions hereinafter set forth, to make Term B Advances to the Borrower in a single Borrowing on the Effective Date equal to such Lender’s Percentage of the aggregate amount of the Term B Borrowing requested by the Borrower to be made on such day; provided that any Term B Advances made as a part of the Escrow Deposit shall be made into the Escrow Account and shall, at all times such Advances remain in the Escrow Account, be held by the Escrow Agent for the benefit of the Lenders making such Term B Advances and shall not, under any circumstances (other than the satisfaction of the conditions set forth in Section 3.02 and the subsequent release of funds to the Borrower) be advanced to the Borrower or constitute an asset of the Borrower. On the Effective Date, the aggregate amount of the Term B Commitment of each Lender that has a Term B Commitment is $1,250,000,000. No amounts paid or prepaid same reference interest rate with respect to Term B all Advances may be reborrowedhereunder.
(d) Each No later than 10:00 a.m. at least one Business Day prior to the Closing Date (or such lesser period as the Administrative Agent and each Lender shall approve), Borrower shall notify Administrative Agent of its request for Advances on the Closing Date by providing a Borrowing Notice. Administrative Agent shall promptly notify each Lender of the amount of such Lender’s Applicable Percentage of such borrowing. If the Borrowing Notice is not given by the time referred to above, it shall be in an aggregate amount not less than $20,000,000 or an integral multiple of $1,000,000 in excess thereof and shall consist of Advances of the same Type made deemed to have been given on the same day by the Lenders ratably according to their respective Commitmentsnext succeeding Business Day.
Appears in 1 contract
Samples: Margin Loan Agreement (Birch-or Equity Holdings, LLC)
The Advances. (a) Each Revolving Lender severally agrees, on On the terms and conditions hereinafter set forth, subject to make Revolving Advances to the Borrower from time to time on any Business Day during the period from the Effective Date until the Revolving Advance Commitment Termination Date in amounts such that the sum of (i) the aggregate principal amount of Revolving Advances by such Revolving Lender plus (ii) such Revolving Lender’s Swingline Exposure plus (iii) such Revolving Lender’s LC Exposure at any one time outstanding shall not exceed such Revolving Lender’s Revolving Advance Commitment; provided that any Revolving Advances made as a part of the Escrow Deposit shall be made into the Escrow Account and shall, at all times such Advances remain in the Escrow Account, be held by the Escrow Agent for the benefit of the Revolving Lenders and shall not, under any circumstances (other than the satisfaction of the conditions set forth in Section 3.02 this Agreement and the subsequent release of funds to the Borrower) be advanced to the Borrower or constitute an asset of the Borrower. Within the limits of each Revolving Lender’s Revolving Advance CommitmentIndenture Supplement, the Borrower may from time to time, solely with respect time on or prior to the last day of the Revolving Advances, borrow under Period request loans pursuant to this Section 2.01(a)2.1 (each, prepay pursuant an “Advance”) to Section 2.12(b) and reborrow under be made by the Lenders in accordance with this Section 2.01(a). On the Effective DateArticle II, including an initial advance in the aggregate amount of $[—] to be made on the Revolving Closing Date (the “Initial Advance”). Each Advance Commitments requested by the Borrower shall be allocated to the Lender Groups pro rata based on their respective Group Limits. If there are any Committed Bank Sponsored Lenders in a Lender Group, each such Committed Bank Sponsored Lender shall be obligated to fund its Lender Commitment Percentage of the Revolving Advance. If there is more than one Bank Sponsored Lender (excluding Committed Bank Sponsored Lenders) in the same Lender Group, the portion of the Advance allocated to such Lender Group shall be allocated among such Bank Sponsored Lenders is $2,000,000,000(excluding Committed Bank Sponsored Lenders) as determined by the Lender Group Agent for the applicable Lender Group. Each Bank Sponsored Lender (other than a Committed Bank Sponsored Lender) may, in its sole and absolute discretion, decline to lend to the Borrower all or any portion of the share of any Advance allocated to such Bank Sponsored Lender by its Lender Group Agent. If a Bank Sponsored Lender (other than a Committed Bank Sponsored Lender) elects not to lend the full amount of the share of the requested Advance allocated to its Lender Group on the terms and subject to the conditions set forth in this Agreement, each of the Committed Lenders (other than a Committed Bank Sponsored Lender) with respect to the applicable Lender Group shall lend to the Borrower the share of the requested Advance not made by such Bank Sponsored Lender pro rata in accordance with their respective Commitments.
(b) Each Notwithstanding the foregoing, under no circumstances shall any Committed Lender be required to participate in making an Advance if after giving effect thereto (i) the Advances Outstanding would exceed the Loan Agreement Limit then in effect, (ii) the portion of the Advances Outstanding funded by the Lenders in any Lender Group would exceed the Group Limit for such Lender Group or (iii) the portion of Advances Outstanding owing to such Committed Lender would exceed such Lender’s Commitment. The obligation of each Committed Lender to fund its Lender Commitment Percentage of the portion of the Advance 11 Loan Agreement (Series 2014-[ ] Class A) allocated to its Lender Group shall be several from that has a Term A Commitment agrees on of each other Committed Lender in such Lender Group, and the terms and conditions hereinafter set forth, failure of any Committed Lender to so make Term A Advances such amount available to the Borrower in a single Borrowing on the Effective Date equal to such Lender’s Percentage shall not relieve any other Committed Lender of the aggregate amount of the Term A Borrowing requested by the Borrower to be made on such day; provided that any Term A Advances made as a part of the Escrow Deposit shall be made into the Escrow Account and shall, at all times such Advances remain in the Escrow Account, be held by the Escrow Agent for the benefit of the Lenders making such Term A Advances and shall not, under any circumstances (other than the satisfaction of the conditions set forth in Section 3.02 and the subsequent release of funds to the Borrower) be advanced to the Borrower or constitute an asset of the Borrower. On the Effective Date, the aggregate amount of the Term A Commitment of each Lender that has a Term A Commitment is $750,000,000. No amounts paid or prepaid with respect to Term A Advances may be reborrowedits obligation hereunder.
(c) Each Lender that has a Term B Commitment agrees on the terms and conditions hereinafter set forth, to make Term B Advances to the Borrower in a single Borrowing on the Effective Date equal to such Lender’s Percentage of the aggregate amount of the Term B Borrowing requested by the Borrower to be made on such day; provided that any Term B Advances made as a part of the Escrow Deposit shall be made into the Escrow Account and shall, at all times such Advances remain in the Escrow Account, be held by the Escrow Agent for the benefit of the Lenders making such Term B Advances and shall not, under any circumstances (other than the satisfaction of the conditions set forth in Section 3.02 and the subsequent release of funds to the Borrower) be advanced to the Borrower or constitute an asset of the Borrower. On the Effective Date, the aggregate amount of the Term B Commitment of each Lender that has a Term B Commitment is $1,250,000,000. No amounts paid or prepaid with respect to Term B Advances may be reborrowed.
(d) Each Borrowing shall be in an aggregate amount not less than $20,000,000 or an integral multiple of $1,000,000 in excess thereof and shall consist of Advances of the same Type made on the same day by the Lenders ratably according to their respective Commitments.
Appears in 1 contract
Samples: Loan Agreement (Synchrony Financial)
The Advances. (a) Each Revolving Lender severally The Liquidity Provider hereby irrevocably agrees, on the terms and conditions hereinafter set forth, to make Revolving Advances to the Borrower from time to time on any Business Day during the period from the Effective Date until 1:00 p.m. (New York City time) on the Revolving Advance Commitment Termination Expiry Date in amounts such that (unless the sum of (i) the aggregate principal amount of Revolving Advances by such Revolving Lender plus (ii) such Revolving Lender’s Swingline Exposure plus (iii) such Revolving Lender’s LC Exposure at any one time outstanding shall not exceed such Revolving Lender’s Revolving Advance Commitment; provided that any Revolving Advances made as a part obligations of the Escrow Deposit Liquidity Provider shall be made into the Escrow Account and shall, at all times such Advances remain earlier terminated in the Escrow Account, be held by the Escrow Agent for the benefit of the Revolving Lenders and shall not, under any circumstances (other than the satisfaction of the conditions set forth in Section 3.02 and the subsequent release of funds to the Borrower) be advanced to the Borrower or constitute an asset of the Borrower. Within the limits of each Revolving Lender’s Revolving Advance Commitment, the Borrower may from time to time, solely accordance with respect to Revolving Advances, borrow under this Section 2.01(a), prepay pursuant to Section 2.12(b) and reborrow under this Section 2.01(a). On the Effective Date, the aggregate amount of the Revolving Advance Commitments of the Revolving Lenders is $2,000,000,000.
(b) Each Lender that has a Term A Commitment agrees on the terms and conditions hereinafter set forth, to make Term A Advances to the Borrower in a single Borrowing on the Effective Date equal to such Lender’s Percentage of the aggregate amount of the Term A Borrowing requested by the Borrower to be made on such day; provided that any Term A Advances made as a part of the Escrow Deposit shall be made into the Escrow Account and shall, at all times such Advances remain in the Escrow Account, be held by the Escrow Agent for the benefit of the Lenders making such Term A Advances and shall not, under any circumstances (other than the satisfaction of the conditions set forth in Section 3.02 and the subsequent release of funds to the Borrower2.04(b)) be advanced to the Borrower or constitute an asset of the Borrower. On the Effective Date, the aggregate amount of the Term A Commitment of each Lender that has a Term A Commitment is $750,000,000. No amounts paid or prepaid with respect to Term A Advances may be reborrowed.
(c) Each Lender that has a Term B Commitment agrees on the terms and conditions hereinafter set forth, to make Term B Advances to the Borrower in a single Borrowing on the Effective Date equal to such Lender’s Percentage of the aggregate amount of the Term B Borrowing requested by the Borrower to be made on such day; provided that any Term B Advances made as a part of the Escrow Deposit shall be made into the Escrow Account and shall, at all times such Advances remain in the Escrow Account, be held by the Escrow Agent for the benefit of the Lenders making such Term B Advances and shall not, under any circumstances (other than the satisfaction of the conditions set forth in Section 3.02 and the subsequent release of funds to the Borrower) be advanced to the Borrower or constitute an asset of the Borrower. On the Effective Date, the aggregate amount of the Term B Commitment of each Lender that has a Term B Commitment is $1,250,000,000. No amounts paid or prepaid with respect to Term B Advances may be reborrowed.
(d) Each Borrowing shall be in an aggregate amount at any time outstanding not less than $20,000,000 to exceed the Maximum Commitment. Section 2.02 Making the Advances. (a) Interest Advances shall be made in one or more Borrowings by delivery to the Liquidity Provider of one or more written and completed Notices of Borrowing in substantially the form of Annex I attached hereto, signed by a Responsible Officer of the Borrower, in an amount not exceeding the Maximum Available Commitment at such time and shall be used solely for the payment when due of interest on the Class A Certificates at the Stated Interest Rate therefor in accordance with Section 3.5(a) of the Intercreditor Agreement. Each Interest Advance made hereunder shall automatically reduce the Maximum Available Commitment and the amount available to be borrowed hereunder by subsequent Advances by the amount of such Interest Advance (subject to reinstatement as provided in the next sentence). Upon repayment to the Liquidity Provider in full or in part of the amount of any Interest Advance made pursuant to this Section 2.02(a), together with accrued interest thereon (as provided herein), the Maximum Available Commitment shall be reinstated by the amount of such repaid Interest Advance but not to exceed the Maximum Commitment; provided, however, that the Maximum Available Commitment shall not be so reinstated at any time if (x) (i) a Liquidity Event of Default shall have occurred and be continuing and (ii) there is a Performing Note Deficiency or (y) a Final Advance, a Special Termination Advance, a Downgrade Advance or a Non-Extension Advance shall have been made or an integral multiple of $1,000,000 in excess thereof and Interest Advance shall consist of Advances of the same Type made on the same day by the Lenders ratably according to their respective Commitmentshave been converted into a Final Advance.
Appears in 1 contract
The Advances. (a) Each Revolving Tranche A Lender severally agrees, on the terms and conditions hereinafter set forth, to make Revolving Advances one advance (the "TRANCHE A ADVANCE") to the Borrower from time to time Borrower, on any the Borrowing Date, which must occur on a Business Day during the period from the Effective Date date hereof until the Revolving Advance Commitment Termination Date Date, in amounts an aggregate amount not to exceed the amount set forth opposite such Tranche A Lender's name on Schedule I attached hereto under the heading "Tranche A Commitment" or, if such Tranche A Lender has entered into any Assignment and Acceptance, set forth for such Tranche A Lender in the Register (under the heading "Tranche A Commitment") maintained by the Administrative Agent pursuant to Section 9.07(d), as such amount may be decreased pursuant to Section 2.04 (such Tranche A Lender's "TRANCHE A COMMITMENT"), PROVIDED, HOWEVER, that the sum of (i) the aggregate principal amount of Revolving Advances by such Revolving each Tranche A Lender plus shall make no more than one Tranche A Advance and (ii) such Revolving Lender’s Swingline Exposure plus (iii) such Revolving Lender’s LC Exposure at any one time outstanding shall not exceed such Revolving Lender’s Revolving Advance Commitment; provided that any Revolving the Tranche A Advances made as a part of and the Escrow Deposit Tranche B Advances shall be made into on the Escrow Account same Borrowing Date. The Tranche A Borrowing shall be in an aggregate amount of U.S.$5,000,000 or an integral multiple of U.S.$1,000,000 in excess thereof and shall, at all times such shall consist of Tranche A Advances remain in the Escrow Account, be held made simultaneously by the Escrow Agent for the benefit of the Revolving Tranche A Lenders and shall not, under any circumstances (other than the satisfaction of the conditions set forth in Section 3.02 and the subsequent release of funds ratably according to the Borrower) be advanced to the Borrower or constitute an asset of the Borrowertheir respective Tranche A Commitments. Within the limits of each Revolving Lender’s Revolving Advance Commitment, the Borrower may from time to time, solely with respect to Revolving Advances, borrow Amounts borrowed under this Section 2.01(a), prepay pursuant to Section 2.12(b) and reborrow under this Section 2.01(a). On the Effective Date, the aggregate amount of the Revolving Advance Commitments of the Revolving Lenders is $2,000,000,000repaid or prepaid may not be reborrowed.
(b) Each Tranche B Lender that has a Term A Commitment agrees severally agrees, on the terms and conditions hereinafter set forth, to make Term one advance (the "TRANCHE B ADVANCE") to the Borrower, on the Borrowing Date, which must occur on a Business Day during the period from the date hereof until the Termination Date, in an aggregate amount not to exceed the amount set forth opposite such Tranche B Lender's name on Schedule I attached hereto (under the heading "Tranche B Commitment") or, if such Tranche B Lender has entered into any Assignment and Acceptance, set forth for such Tranche B Lender in the Register under the heading "Tranche B Commitment" maintained by the Administrative Agent pursuant to Section 9.07(d), as such amount may be decreased pursuant to Section 2.04 (such Tranche B Lender's "TRANCHE B COMMITMENT"), PROVIDED, HOWEVER, that (i) each Tranche B Lender shall make no more than one Tranche B Advance and (ii) the Tranche B Advances and the Tranche A Advances to the Borrower in a single Borrowing on the Effective Date equal to such Lender’s Percentage of the aggregate amount of the Term A Borrowing requested by the Borrower to shall be made on such day; provided that any Term A Advances made as a part of the Escrow Deposit shall be made into the Escrow Account and shall, at all times such Advances remain in the Escrow Account, be held by the Escrow Agent for the benefit of the Lenders making such Term A Advances and shall not, under any circumstances (other than the satisfaction of the conditions set forth in Section 3.02 and the subsequent release of funds to the Borrower) be advanced to the Borrower or constitute an asset of the Borrowersame Borrowing Date. On the Effective Date, the aggregate amount of the Term A Commitment of each Lender that has a Term A Commitment is $750,000,000. No amounts paid or prepaid with respect to Term A Advances may be reborrowed.
(c) Each Lender that has a Term The Tranche B Commitment agrees on the terms and conditions hereinafter set forth, to make Term B Advances to the Borrower in a single Borrowing on the Effective Date equal to such Lender’s Percentage of the aggregate amount of the Term B Borrowing requested by the Borrower to be made on such day; provided that any Term B Advances made as a part of the Escrow Deposit shall be made into the Escrow Account and shall, at all times such Advances remain in the Escrow Account, be held by the Escrow Agent for the benefit of the Lenders making such Term B Advances and shall not, under any circumstances (other than the satisfaction of the conditions set forth in Section 3.02 and the subsequent release of funds to the Borrower) be advanced to the Borrower or constitute an asset of the Borrower. On the Effective Date, the aggregate amount of the Term B Commitment of each Lender that has a Term B Commitment is $1,250,000,000. No amounts paid or prepaid with respect to Term B Advances may be reborrowed.
(d) Each Borrowing shall be in an aggregate amount not less than $20,000,000 of U.S.$5,000,000 or an integral multiple of $1,000,000 U.S.$1,000,000 in excess thereof and shall consist of Tranche B Advances of the same Type made on the same day simultaneously by the Tranche B Lenders ratably according to their respective Tranche B Commitments. Amounts borrowed under this Section 2.01(b) and repaid or prepaid may not be reborrowed.
Appears in 1 contract
The Advances. (a1) Each Revolving applicable Lender severally and not jointly agrees, on in accordance with the terms and conditions hereinafter set forthof this Agreement and in accordance with the applicable Borrowing Notice, to make Revolving Advances to the Borrower Borrowers from time to time on any Business Day during the period from the Effective Date until the Revolving Advance Commitment Termination Date in amounts such that the sum of (i) the aggregate principal amount of Revolving Advances by such Revolving Lender plus (ii) such Revolving Lender’s Swingline Exposure plus (iii) such Revolving Lender’s LC Exposure at any one time outstanding shall not exceed such Revolving Lender’s Revolving Advance Commitment; provided that any Revolving Advances made as a part of the Escrow Deposit shall be made into the Escrow Account and shall, at all times such Advances remain in the Escrow Account, be held by the Escrow Agent for the benefit of the Revolving Lenders and shall not, under any circumstances (other than the satisfaction of the conditions set forth in Section 3.02 and the subsequent release of funds prior to the Borrower) be advanced to the Borrower or constitute an asset of the BorrowerMaturity Date. Within the limits of each Revolving Lender’s Revolving Advance CommitmentThe Swingline Lender agrees, the Borrower may from time to time, solely in accordance with respect to Revolving Advances, borrow under this Section 2.01(a), prepay pursuant to Section 2.12(b) and reborrow under this Section 2.01(a). On the Effective Date, the aggregate amount of the Revolving Advance Commitments of the Revolving Lenders is $2,000,000,000.
(b) Each Lender that has a Term A Commitment agrees on the terms and conditions hereinafter set forthof this Agreement, to make Term A Swingline Advances (on a same day basis) to the Borrower in a single Borrowing Borrowers from time to time on the Effective Date equal to such Lender’s Percentage of the aggregate amount of the Term A Borrowing requested by the Borrower to be made on such day; provided that any Term A Advances made as a part of the Escrow Deposit shall be made into the Escrow Account and shall, at all times such Advances remain in the Escrow Account, be held by the Escrow Agent for the benefit of the Lenders making such Term A Advances and shall not, under any circumstances (other than the satisfaction of the conditions set forth in Section 3.02 and the subsequent release of funds Business Day prior to the Borrower) be advanced to the Borrower or constitute an asset of the Borrower. On the Effective Maturity Date, the aggregate amount of the Term A Commitment of each Lender that has a Term A Commitment is $750,000,000. No amounts paid or prepaid with respect to Term A Advances may be reborrowed.
(c) Each Lender that has a Term B Commitment agrees on the terms and conditions hereinafter set forth, to make Term B Advances to the Borrower in a single Borrowing on the Effective Date equal to such Lender’s Percentage of the aggregate amount of the Term B Borrowing requested by the Borrower to be made on such day; provided that any Term B Advances made as a part of the Escrow Deposit shall be made into the Escrow Account and shall, at all times such Advances remain in the Escrow Account, be held by the Escrow Agent for the benefit of the Lenders making such Term B Advances and shall not, under any circumstances (other than the satisfaction of the conditions set forth in Section 3.02 and the subsequent release of funds to the Borrower) be advanced to the Borrower or constitute an asset of the Borrower. On the Effective Date, the aggregate amount of the Term B Commitment of each Lender that has a Term B Commitment is $1,250,000,000. No amounts paid or prepaid with respect to Term B Advances may be reborrowed.
(d2) Each Borrowing shall be in an aggregate amount not less than $20,000,000 or an integral multiple of $1,000,000 in excess thereof and under the Credit Facility shall consist of Advances of made to the same Type made applicable Borrower on the same day by the applicable Lenders ratably according in accordance with each applicable Lender’s relevant rateable portion. Each requested Advance shall:
(i) be in at least the minimum aggregate amount and in an integral multiple of the amount set forth in SCHEDULE 4 and;
(ii) consist of an Advance, a portion of which shall be made to their respective Commitmentsthe Canadian Borrower, in an availment option available to the Canadian Borrower pursuant to Section 2.01(2) hereof in an amount equal to at least the BDC Commitment Percentage of such Advance.
(3) The Swingline Lender may, in its sole discretion, give notice to the Agent who shall forthwith notify the Lenders that the principal amount of the Swingline Lender’s outstanding Swingline Advances to the Borrowers shall be funded with a Borrowing or Borrowings under the Credit Facility (provided that such notice shall be deemed to have been given (y) on the Maturity Date if the Borrowers shall not have repaid all Swingline Advances on or prior to such day, and (z) upon the occurrence of an Event of Default, in which case Advances under the Credit Facility) (each such Borrowing, a “Mandatory Borrowing”) shall be made on the next Business Day by all Lenders so that, immediately after the Mandatory Borrowing, each Lender shall share rateably in the Accommodations Outstanding under the Credit Facility and the proceeds of such Mandatory Borrowing shall be applied directly by the Agent to repay Advances outstanding to the Swingline Lender. Each Lender shall make Advances pursuant to a Mandatory Borrowing in the amount and in the manner specified in writing by the Agent notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required under this Agreement; (ii) that the conditions specified in Article 6 are not then satisfied; (iii) that a Default or an Event of Default has occurred and is continuing; (iv) the date of such Mandatory Borrowing; and (v) any reduction in the Commitment after any Swingline Advance was made by the Swingline Lender. In addition to the foregoing, the Borrowers shall cause each Swingline Advance to be repaid in full on the last Business Day of each calendar week.
(4) In connection with the use or administration of Daily Simple SOFR, Term SOFR, SOFR or CDOR, the Agent will have the right to make Conforming Changes or Canadian Benchmark Replacement Conforming Changes, as applicable, from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes or Canadian Benchmark Replacement Conforming Changes, as applicable, will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. The Agent will promptly notify the Borrowers and the Lenders of the effectiveness of any Conforming Changes or Canadian Benchmark Replacement Conforming Changes, as applicable, in connection with the use or administration of Daily Simple SOFR, Term SOFR, SOFR or CDOR, as applicable.
Appears in 1 contract
Samples: Credit Agreement (Tucows Inc /Pa/)
The Advances. (a) Each Revolving Lender severally agrees, on Subject to the terms and conditions hereinafter set forthof this Agreement, the Lender agrees to make Revolving Advances lend to the Borrower from time to time on any Business Day during the period from the Effective Date until the Revolving Advance Commitment Termination Date in amounts such that the sum of (i) the an aggregate principal amount of Revolving Advances by such Revolving Lender plus (ii) such Revolving Lender’s Swingline Exposure plus (iii) such Revolving Lender’s LC Exposure not to exceed at any one time outstanding shall not exceed an amount (the "Maximum Funding Amount") equal to (i) for the period from the date hereof to and including the initial Termination Date, $10,000,000, and (ii) if the Termination Date is extended in accordance with Section 2(a) hereof, for each subsequent Funding Period the amount specified in the Notice of Extension of Agreement delivered in accordance herewith in respect of such Revolving Lender’s Revolving Funding Period, to be made in one or more advances (each an "Advance" and, collectively, "Advances"). Each Advance Commitment; provided that any Revolving Advances made as a part of the Escrow Deposit shall be made into on a date other than a Saturday, Sunday or other day on which banks in Los Angeles, California are authorized or required by law to be closed (each such date, a "Business Day") that is prior to the Escrow Account Termination Date (each such date on which an Advance is made, a "Funding Date"); provided that:
(a) the representations and shall, at all times such Advances remain in the Escrow Account, be held by the Escrow Agent for the benefit warranties of the Revolving Lenders and shall not, under any circumstances (other than the satisfaction of the conditions set forth Borrower in Section 3.02 7 hereof shall be true and the subsequent release correct on and as of funds to the Borrower) be advanced to the Borrower or constitute an asset such Funding Date as if made on and as of the Borrower. Within the limits of each Revolving Lender’s Revolving Advance Commitment, the Borrower may from time to time, solely with respect to Revolving Advances, borrow under this Section 2.01(a), prepay pursuant to Section 2.12(b) and reborrow under this Section 2.01(a). On the Effective Date, the aggregate amount of the Revolving Advance Commitments of the Revolving Lenders is $2,000,000,000.such date;
(b) Each Lender that has a Term A Commitment agrees no Default or Event of Default shall have occurred and be continuing or would exist after the making of any Advance on the terms and conditions hereinafter set forth, to make Term A Advances to the Borrower in a single Borrowing on the Effective Date equal to such Lender’s Percentage of the aggregate amount of the Term A Borrowing Funding Date; (c) if requested by the Borrower to be made on such day; provided that any Term A Advances made as Lender, the Lender shall have conducted a part due diligence review of the Escrow Deposit shall be made into the Escrow Account and shall, at all times such Advances remain in the Escrow Account, be held by the Escrow Agent for the benefit of the Lenders making such Term A Advances and shall not, under any circumstances (other than the satisfaction of the conditions set forth in Section 3.02 and the subsequent release of funds mortgage files relating to the Borrower) be advanced Mortgage Loans, the results of which shall have been satisfactory to the Borrower or constitute an asset of the Borrower. On the Effective Date, the aggregate amount of the Term A Commitment of each Lender that has a Term A Commitment is $750,000,000. No amounts paid or prepaid with respect to Term A Advances may be reborrowed.
(c) Each Lender that has a Term B Commitment agrees on the terms and conditions hereinafter set forth, to make Term B Advances to the Borrower in a single Borrowing on the Effective Date equal to such Lender’s Percentage of the aggregate amount of the Term B Borrowing requested by the Borrower to be made on such day; provided that any Term B Advances made as a part of the Escrow Deposit shall be made into the Escrow Account and shall, at all times such Advances remain in the Escrow Account, be held by the Escrow Agent for the benefit of the Lenders making such Term B Advances and shall not, under any circumstances (other than the satisfaction of the conditions set forth in Section 3.02 and the subsequent release of funds to the Borrower) be advanced to the Borrower or constitute an asset of the Borrower. On the Effective Date, the aggregate amount of the Term B Commitment of each Lender that has a Term B Commitment is $1,250,000,000. No amounts paid or prepaid with respect to Term B Advances may be reborrowed.;
(d) Each Borrowing the Lender shall have received, in connection with the first Advance, (A) a legal opinion from counsel to the Borrower, in the form of Exhibit C attached hereto, and (B) the Secured Note (as defined below) duly executed by the Borrower;
(e) the Borrower shall have delivered to the Lender all documents to be delivered with respect to the Mortgage Loans being pledged on such Funding Date, including without limitation the information specified in Schedule 1 with respect to each Mortgage Loan;
(f) The Lender shall have ascertained that there are no material deficiencies with respect to the Mortgage Loan Documents (as defined below) related to such Advance, by no later than 5:00 p.m. two Business Days before such Funding Date;
(g) the Lender shall have received a guaranty (the "Guaranty") substantially in the form set forth in Exhibit I attached hereto, fully executed by each shareholder of Borrower;
(h) the Lender shall have received a copy of the Mortgage Loan Subservicing Agreement, if any, in respect of the Mortgage Loans relating to such Advance, which Mortgage Loan Subservicing Agreement shall be in an aggregate amount not less than $20,000,000 form and substance acceptable to the Lender;
(i) each rescission period, under applicable federal, state or an integral multiple of $1,000,000 local law, in excess thereof and shall consist of Advances respect of the same Type Mortgage Loans being pledged in connection with the Advance being made on such Funding Date shall have expired, and the same day by Lender shall have received evidence satisfactory to it to that effect; and
(j) any general conditions for the Lenders ratably according making of Advances, specified in Section 2 below, have been satisfied and will continue to their respective Commitmentsbe satisfied if such Advance is made.
Appears in 1 contract
Samples: Interim Warehouse and Security Agreement (First Alliance Corp /De/)
The Advances. (a) Each Revolving Lender severally agrees, on On the terms and conditions hereinafter set forth, subject to make Revolving Advances to the Borrower from time to time on any Business Day during the period from the Effective Date until the Revolving Advance Commitment Termination Date in amounts such that the sum of (i) the aggregate principal amount of Revolving Advances by such Revolving Lender plus (ii) such Revolving Lender’s Swingline Exposure plus (iii) such Revolving Lender’s LC Exposure at any one time outstanding shall not exceed such Revolving Lender’s Revolving Advance Commitment; provided that any Revolving Advances made as a part of the Escrow Deposit shall be made into the Escrow Account and shall, at all times such Advances remain in the Escrow Account, be held by the Escrow Agent for the benefit of the Revolving Lenders and shall not, under any circumstances (other than the satisfaction of the conditions set forth in Section 3.02 this Agreement and the subsequent release of funds to the Borrower) be advanced to the Borrower or constitute an asset of the Borrower. Within the limits of each Revolving Lender’s Revolving Advance CommitmentIndenture Supplement, the Borrower may from time to time, solely with respect time on or prior to the last day of the Revolving Advances, borrow under Period request loans pursuant to this Section 2.01(a)2.1 (each, prepay pursuant an “Advance”) to Section 2.12(b) and reborrow under be made by the Lenders in accordance with this Section 2.01(a). On the Effective DateArticle II, including an initial advance in the aggregate amount of $[—] to be made on the Revolving Closing Date (the “Initial Advance”). Each Advance Commitments requested by the Borrower shall be allocated to the Lender Groups pro rata based on their respective Group Limits. If there are any Committed Bank Sponsored Lenders in a Lender Group, each such Committed Bank Sponsored Lender shall be obligated to fund its Lender Commitment Percentage of the Revolving Advance. If there is more than one Bank Sponsored Lender (excluding Committed Bank Sponsored Lenders) in the same Lender Group, the portion of the Advance allocated to such Lender Group shall be allocated among such Bank Sponsored Lenders is $2,000,000,000.
(bexcluding Committed Bank Sponsored Lenders) as determined by the Managing Agent for the applicable Lender Group. Each Bank Sponsored Lender that has (other than a Term A Commitment agrees Committed Bank Sponsored Lender) may, in its sole and absolute discretion, decline to lend to the Borrower all or any portion of the share of any Advance allocated to such Bank Sponsored Lender by its Managing Agent. If a Bank Sponsored Lender (other than a Committed Bank Sponsored Lender) elects not to lend the full amount of the share of the requested Advance allocated to its Lender Group on the terms and conditions hereinafter set forth, subject to make Term A Advances to the Borrower in a single Borrowing on the Effective Date equal to such Lender’s Percentage of the aggregate amount of the Term A Borrowing requested by the Borrower to be made on such day; provided that any Term A Advances made as a part of the Escrow Deposit shall be made into the Escrow Account and shall, at all times such Advances remain in the Escrow Account, be held by the Escrow Agent for the benefit of the Lenders making such Term A Advances and shall not, under any circumstances (other than the satisfaction of the conditions set forth in Section 3.02 and this Agreement, each of the subsequent release of funds Committed Lenders (other than a Committed Bank Sponsored Lender) with respect to the Borrower) be advanced applicable Lender Group shall lend to the Borrower or constitute an asset the share of the Borrowerrequested Advance not made by such Bank Sponsored Lender pro rata in accordance with their respective Commitments. On 11 GE Capital Credit Card Master Note Trust, Loan Agreement (Series 2014-VFN[—], Class A)
(b) Notwithstanding the Effective Dateforegoing, under no circumstances shall any Committed Lender be required to participate in making an Advance if after giving effect thereto (i) the aggregate amount Advances Outstanding would exceed the Loan Agreement Limit then in effect, (ii) the portion of the Term A Commitment Advances Outstanding funded by the Lenders in any Lender Group would exceed the Group Limit for such Lender Group or (iii) the portion of the Advances Outstanding owing to such Committed Lender would exceed such Lender’s Commitment. The obligation of each Committed Lender to fund its Lender Commitment Percentage of the portion of the Advance allocated to its Lender Group shall be several from that has a Term A Commitment is $750,000,000. No amounts paid or prepaid with respect of each other Committed Lender in such Lender Group, and the failure of any Committed Lender to Term A Advances may be reborrowed.
(c) Each Lender that has a Term B Commitment agrees on the terms and conditions hereinafter set forth, to so make Term B Advances such amount available to the Borrower in a single Borrowing on the Effective Date equal to such Lender’s Percentage shall not relieve any other Committed Lender of the aggregate amount of the Term B Borrowing requested by the Borrower to be made on such day; provided that any Term B Advances made as a part of the Escrow Deposit shall be made into the Escrow Account and shall, at all times such Advances remain in the Escrow Account, be held by the Escrow Agent for the benefit of the Lenders making such Term B Advances and shall not, under any circumstances (other than the satisfaction of the conditions set forth in Section 3.02 and the subsequent release of funds to the Borrower) be advanced to the Borrower or constitute an asset of the Borrower. On the Effective Date, the aggregate amount of the Term B Commitment of each Lender that has a Term B Commitment is $1,250,000,000. No amounts paid or prepaid with respect to Term B Advances may be reborrowedits obligation hereunder.
(d) Each Borrowing shall be in an aggregate amount not less than $20,000,000 or an integral multiple of $1,000,000 in excess thereof and shall consist of Advances of the same Type made on the same day by the Lenders ratably according to their respective Commitments.
Appears in 1 contract
Samples: Loan Agreement (Synchrony Financial)