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) [Reserved].
(d) Subject to the terms and conditions set forth herein and in Amendment No. 1, each Rollover U.S. Term B Lender severally agrees to exchange its Exchanged U.S. Term B Loans for a like principal amount of U.S. Term B-1 Loans on the Amendment No. 1 Effective Date. Subject to the terms and conditions set forth herein and in Amendment Xx. 0, xxxx Xxxxxxxxxx X.X. Xxxx X-0 Lender severally agrees to make an Additional U.S. Term B-1 Loan to the Borrower on the Amendment No. 1 Effective Date in the principal amount equal to its Additional U.S. Term B-1 Commitment on the Amendment No. 1 Effective Date. The Borrower shall prepay the Non-Exchanged U.S. Term B Loans with a like amount of the gross proceeds of the Additional U.S. Term B-1 Loans, concurrently with the receipt thereof. The Borrower shall pay to the U.S. Term B Lenders immediately prior to the effectiveness of Amendment No. 1 all accrued and unpaid interest on the U.S. Term B Loans to, but not including, the Amendment No. 1 Effective Date on such Amendment No. 1
The Term Loans. Subject to the terms and conditions set forth herein, each Lender with an Initial Term Loan Commitment severally (and not jointly) agrees to make Initial Term Loans to the Borrower in Dollars from time to time on any Business Day during the Delayed Draw Availability Period; provided that (a) the principal amount of each Initial Term Loan made by any Lender will not exceed such Lender’s Initial Term Loan Commitment in effect at such time; (b) without limiting the requirements set forth in Section 2.2, the Borrower must deliver notice to the Administrative Agent at least five (5) Business Days prior to any applicable Funding Date of the Borrower’s intention to make a Borrowing of Initial Term Loans pursuant to this Section 2.1 on such Funding Date; (c) the aggregate principal amount of Initial Term Loans to be made on any Funding Date must equal or exceed $25,000,000; and (d) the aggregate principal amount of all Initial Term Loans made pursuant to this Section 2.1 may not exceed $125,000,000 unless, after giving effect to the applicable Borrowing, the Borrower shall have fully drawn all Initial Term Loan Commitments in effect as of immediately prior to such Borrowing. Each Borrowing of Initial Term Loans shall consist of Initial Term Loans made simultaneously by the Lenders in accordance with their respective Initial Term Loan Commitments. Amounts borrowed under this Section 2.1 and repaid or prepaid may not be reborrowed. Initial Term Loans may be Base Rate Term Loans or Eurodollar Rate Term Loans as further provided herein. The Initial Term Loans funded on each Funding Date will be funded with original issue discount of 1.00% (it being agreed that the Borrower shall be obligated to repay 100% of the principal amount of each Initial Term Loan and interest shall accrue on 100% of the principal amount of the Initial Term Loans, in each case as provided herein).
The Term Loans. (a) Each Term Loan shall be made as part of a Borrowing consisting of Term Loans made by the Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender to make its Term Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Base Rate Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $1.0 million and not less than $5.0 million or (ii) equal to the remaining available balance of the applicable Commitments. Eurodollar Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $1.0 million and not less than $5.0 million or (ii) equal to the remaining available balance of the applicable Commitments.
(b) Subject to Sections 2.11 and 2.12, each Borrowing shall be comprised entirely of Base Rate Loans or Eurodollar Loans as Borrower may request pursuant to Section 2.3. Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided that Borrower shall not be entitled to request any Borrowing that, if made, would result in more than five Eurodollar Loans outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.
(c) Each Lender shall make each Term Loan to be made by it hereunder on the Closing Date by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 11:00 a.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed by Borrower in the applicable Borrowing Request.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume t...
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. 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.
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.
