The Term Loans. (i) Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained herein, each Lender with a Term Loan Commitment severally and not jointly agrees to lend to the Borrower on the Restatement Effective Date, the amount set forth opposite such Lender’s name in Schedule 1.1(a) under the heading “Term Loan Commitment” (such amount being referred to herein as such Lender’s “Term Loan Commitment”). As of the Restatement Effective Date and prior to giving effect to this Agreement, the outstanding principal amount of the “Term Loans” under the Original Credit Agreement was $51,630,000. The parties hereto agree that all of the outstanding principal amount and accrued and unpaid interest (to the extent not paid on the Restatement Effective Date) on the “Term Loans” under the Original Credit Agreement shall be automatically deemed to have been, and hereby is, converted into a portion of the outstanding principal amount of the Term Loan A hereunder in like amount without constituting a novation, and each Lender with a Term Loan Commitment severally and not jointly, agrees, on terms and conditions hereinafter set forth, to lend to the Borrower on the Restatement Effective Date the remainder of its Term Loan Commitment (which amounts, collectively with the converted portion and the Converted Term Loans, shall constitute the Term Loan A hereunder), in each case, in an aggregate amount equal to its Term Loan Commitment. Borrower hereby (x) represents, warrants, agrees, covenants and reaffirms that it has no known defense, set off, claim or counterclaim against the Agent and the Lenders as of the Restatement Effective Date with regard to its Obligations in respect of such Term Loan A and (y) reaffirms its obligation to repay such Term Loan A in accordance with the terms and provisions of this Agreement and the other Loan Documents.
(ii) Subject to the terms and conditions hereof, each Lender with an outstanding Revolving Loan (as defined in the Original Credit Agreement) under the Original Credit Agreement, by its acceptance hereof, severally agrees to convert an equal principal amount of its outstanding Revolving Loans under the Original Credit Agreement into a term loan hereunder (the “Converted Term Loans”; the conversion thereof, the “Term Loan Conversion”) in the principal amount set forth in Schedule 1.1(a) under the heading “Converted Term Loans”. Amounts converted on the Restatement Effe...
The Term Loans. (a) Subject to the terms and conditions set forth herein, each Term A Lender agrees, severally and not jointly, to and shall make a term loan (each individually, a “Term A Loan” and, collectively, the “Term A Loans”) in Dollars to the Borrower on the Escrow Release Date in a principal amount not to exceed such Term A Lender’s Term A Loan Commitment. As provided in Section 2.5(a) and subject to the terms hereof, the Borrower may elect that the Term A Loans comprising the Borrowing hereunder of Term A Loans be either Base Rate Loans or Eurodollar Loans.
(b) Subject to the terms and conditions set forth herein, each U.S. Term B Lender agrees, severally and not jointly, to and shall make a term loan (each individually, a “U.S. Term B Loan” and, collectively, the “U.S. Term B Loans”) in Dollars to the Borrower on the Closing Date in a principal amount not to exceed such U.S. Term B Lender’s U.S. Term B Loan Commitment. As provided in Section 2.5(a) and subject to the terms hereof, the Borrower may elect that the U.S. Term B Loans comprising the Borrowing hereunder of U.S. Term B Loans be either Base Rate Loans or Eurodollar Loans.
(c) Subject to the terms and conditions set forth herein, each Euro Term B Lender agrees, severally and not jointly, to and shall make a term loan (each individually, a “Euro Term B Loan” and, collectively, the “Euro Term B Loans”) in Euros to the Borrower on the Closing Date in a principal amount not to exceed such Euro Term B Lender’s Euro Term B Loan Commitment. The Euro Term B Loans comprising the Borrowing hereunder of Euro Term B Loans shall be Eurodollar Loans.
(d) Amounts repaid or prepaid in respect of Term Loans may not be reborrowed.
The Term Loans. (i) Each Bank severally agrees, on the terms and conditions set forth herein, to make Term Loans to the Borrower from time to time before the Term Loan Maturity Date; provided that, except as may be required pursuant to Section 2.06(g), at no time shall any Bank have more than one Term Loan outstanding and immediately after each such Term Loan is made, the aggregate outstanding principal amount of Term Loans by such Bank shall not exceed such Bank's Term Loan Commitment; and provided further that the aggregate principal amount of all Term Loans at any one time outstanding shall not exceed the aggregate amount of the Term Loan Commitments of all of the Banks at such time. Each Term Loan Borrowing under this Section shall be made from the several Banks ratably in proportion to their respective Term Loan Commitments. Within the foregoing limits, the Borrower may borrow under this Section 2.01 (b), repay or to the extent permitted by Section 2.10, prepay Term Loans and reborrow under this Section 2.01 (b) at any time before the Term Loan Maturity Date; provided, however, (y) the proceeds of any Term Loan Borrowing, other than the initial Term Loan Borrowing, shall be used exclusively for the purpose of repaying Term Loans maturing on the date of such Term Loan Borrowing and for no other purpose; and (z) the ability to reborrow may be limited by the provisions of Section 2.09 hereof.
(ii) On the Closing Date: (y) the initial Term Loan Borrowing shall be made by the Banks to the Borrower; and (z) in connection with the initial Term Loan Borrowing, each Bank shall make a Term Loan to the Borrower in an amount equal to such Bank's Term Loan Commitment. The Term Loans comprising the initial Term Loan Borrowing shall be Euro-Dollar Loans bearing interest at a rate per annum equal to the sum of the Applicable Margin plus the Adjusted London Interbank Offered Rate for an Interest Period of one month. The Term Loans shall at all times be either Euro-Dollar Loans or Base Rate Loans; provided that if the Borrower is otherwise entitled under this Agreement to repay any Term Loans maturing at the end of an Interest Period applicable thereto with the proceeds of a new Term Loan Borrowing and the Borrower fails to repay such Term Loans using its own moneys and fails to give a Notice of Borrowing in connection with a new corresponding Term Loan Borrowing, a new Term Loan Borrowing shall be deemed to be made on the date such Term Loans mature in an amount equal to the principa...
The Term Loans. Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make a single term loan denominated in Dollars to the Borrower on the Closing Date in an amount not to exceed such Term Lender’s Term Commitment. The Term Borrowing shall consist of Term Loans made simultaneously by the Term Lenders in accordance with their respective Term Commitments. Amounts borrowed under this Section 2.01 and subsequently repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.
The Term Loans. The Borrower shall repay to the Term Loan Lenders on the Maturity Date applicable to the Term Loan the aggregate principal amount of the Term Loans outstanding on such date.
The Term Loans. Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make to the Borrower one or more Term Loans denominated in Dollars in a principal amount equal to such Lender’s Term Commitment on the Closing Date. Term Loans may be ABR Loans or Eurodollar Loans as further provided herein. Amounts borrowed under this Section 2.01 and repaid or prepaid may not be reborrowed.
The Term Loans. (a) Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained herein, each initial Purchaser severally and not jointly agrees to purchase notes issued by the Issuer evidencing term loan debt securities on the Original Closing Date in the amount set forth opposite such Purchaser’s name in Schedule 1.1 (such commitment being referred to herein as such Purchaser’s “Term Loan Commitment”). Amounts borrowed under this Section 1.1(a) are referred to as the “Initial Term Loans.”
(b) Subject to the terms and conditions of this Agreement and in the applicable Incremental Term Loan Assumption Agreement, and in reliance upon the representations and warranties of the Credit Parties contained herein, each Purchaser (if any) with an Incremental Term Loan Commitment (if any) severally and not jointly agrees to purchase notes issued by the Issuer evidencing Incremental Term Loans in an amount not to exceed such Purchaser’s Incremental Term Loan Commitment (if any).
(c) Unless the context shall otherwise require, the term “Term Loan Commitments” shall include the Incremental Term Loan Commitments. Once repaid or prepaid, Term Loans may not be reborrowed.
(d) The amount of each Term Loan Commitment of a Purchaser shall automatically be reduced (and such portion of the Term Loan Commitment shall automatically and permanently terminate) concurrently with the purchase by such Purchaser of notes evidencing the applicable Term Loan(s) in such amount by such Purchaser. For the avoidance of doubt, the Term Loan Commitment(s) for the Initial Term Loan(s) shall be fully satisfied and shall be terminated concurrently upon purchase by Purchasers of notes evidencing the Initial Term Loan(s).
The Term Loans. The Lenders agree severally, and not jointly, upon the terms and subject to the conditions of this Agreement, to lend to the Borrower on the Agreement Date an amount equal to (i) in the aggregate, the Commitments of all Lenders and, (ii) individually, the sum of such Lender’s Term Loan Commitment and such Lender’s Incremental Term Loan Commitment. Amounts borrowed under this Section 2.1 and repaid or prepaid may not be reborrowed.
The Term Loans. (a) Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make a Term Loan to the Borrower on the Term Loan Funding Date, in an aggregate principal amount not to exceed its Term Loan Commitment as of such date (determined immediately prior to giving effect to the making of any such Term Loan) provided that (i) there shall be only one Borrowing of Term Loans and any Term Loan Commitments that remain undrawn on the Term Loan Funding Date shall automatically be terminated on such date. The Term Loans shall have the terms set forth in this Agreement and Loan Documents; it being understood that the Term Loans (and all principal, interest and other amounts in respect thereof) will constitute “Obligations” under this Agreement and the other Loan Documents. As provided in Section 2.5(a) and subject to the terms hereof, the Borrower may elect that the Term Loans comprising the Borrowing hereunder of Term Loans be Base Rate Loans or Term Benchmark Loans. For the avoidance of doubt, no RFR Borrowings will be permitted hereunder unless and until it has been implemented as a Benchmark Replacement pursuant to Section 8.3.
(b) Amounts repaid or prepaid in respect of Term Loans may not be reborrowed.
The Term Loans. Interest shall accrue and be payable on the Term Loans (including the Incremental Term Loans) as follows:
(i) Subject to paragraph (iii) below, each LIBOR Advance shall bear interest on the unpaid principal amount thereof during the Interest Period applicable thereto at a rate per annum equal to the sum of (A) the Adjusted LIBO Rate for such Interest Period plus (B) the Applicable Margin.
(ii) Subject to paragraph (iii) below, each Prime Rate Advance shall bear interest on the unpaid principal amount thereof at a varying rate per annum equal to the sum of (A) the Prime Rate plus (B) the Applicable Margin.
(iii) Upon the occurrence and during the continuance of any Event of Default, each Advance shall, at the option of the Agent, bear interest until paid in full at a rate per annum equal to the sum of the rate applicable to such Advance plus 2.00%.
(iv) Interest shall be payable (A) with respect to any LIBOR Advance, on the last day of the Interest Period applicable thereto and, if such Interest Period is longer than three months, on each day that would have been the last day of the Interest Period for such Advance had successive Interest Periods of three months duration been applicable to such Advance; (B) with respect to any Prime Rate Advance, on the last day of each month; (C) with respect to all Advances, upon any permitted prepayment (on the amount prepaid); and (D) with respect to all Advances that are Term Loans, on the Term Loan Termination Date; provided, however, that interest under Section 2.5(b)(iii) shall be payable on demand.
