Working Capital Facility. You may enter into a Working Capital Loan Facility (defined below) so long as the aggregate outstanding obligations and liabilities thereunder (including advances, bank services, letters of credit, contingent obligations and the like) at no time exceed $2,800,000 upon receipt and review by Us of the final documentation relating to such Working Capital Loan Facility and execution of an intercreditor agreement between Us and the lender under the Working Capital Loan Facility, with terms reasonably acceptable to Us. As used in this Agreement “Working Capital Loan Facility” means a revolving line of credit provided by a bank, commercial lender, or other financial institution or entity regularly engaged in the business of lending money (excluding venture capital, investment banking or similar institutions which sometimes engage in lending activities but which are primarily engaged in investments in equity securities) (each, a “Working Capital Lender”), pursuant to which such Working Capital Lender makes advances based on the value of Your Accounts and/or Inventory and Your obligations thereunder are secured by, and limited to, a security interest in the Accounts, Inventory, other related assets, and the identifiable cash proceeds thereof residing in an associated lockbox deposit account.
Working Capital Facility. 10 ARTICLE II.
Working Capital Facility. (i) Lenders hereby establish as a portion of the Credit Facility, for the joint and several benefit of Borrowers a working capital facility ("Working Capital Facility") under which Lenders shall make Working Capital Loans and the Term Loan. The aggregate outstanding amount of all Working Capital Loans and the Term Loan shall not exceed $7,800,000 or an amount that would cause the Collateral Coverage Ratio to be lower than the Applicable Coverage Ratio.
(ii) At Closing, Borrowers shall execute and deliver their promissory note to each Lender for the total principal amount of such Lender's Pro Rata Percentage of the Working Capital Sublimit (collectively as may be amended, modified or replaced from time to time, the "Working Capital Notes"). The Working Capital Notes shall evidence Borrowers' joint and several, absolute and unconditional obligation to repay such Lender for all Working Capital Loans made by such Lender under the Credit Facility, with interest as herein and therein provided. Each and every Working Capital Loan under the Credit Facility shall be deemed evidenced by the Working Capital Notes, which are deemed incorporated herein by reference and made a part hereof. All Working Capital Notes shall be substantially in the form set forth in Exhibit "2.1(c)(ii)" attached hereto and made a part hereof.
(iii) At Closing, Lenders agree to make a Term Loan ("Term Loan") to Borrowers in the principal amount equal to $2,800,000, which shall be repaid in successive quarterly installments in accordance with the terms of the Term Note. The quarterly payments under the Term Loan shall be based on a four-year amortization schedule with each installment due and payable on the last Business Day of each fiscal quarter, commencing on the last Business Day of February, 1998. The Term Loan shall be repaid in full on the earlier of the Maturity Date or the last Business Day of November, 1999 and shall be secured by all of the Collateral. Borrowers shall execute and deliver their promissory note to each Lender for the total principal amount of such Lender's Pro Rata Percentage of the Term Loan(collectively as may be amended, modified or replaced from time to time, the "Term Loan Notes"). The Term Loan Notes shall evidence Borrowers' joint and several, absolute and unconditional obligation to repay such Lender for its Pro Rata Percentage of the Term Loan made by such Lender under the Credit Facility, with interest as herein and therein provided. The Term Loan shall be ...
Working Capital Facility. At the request of ITC, Entergy shall use its reasonable best efforts to cause TransCo to arrange and obtain a working capital revolving credit facility with available credit facilities in a principal amount mutually determined by ITC and Entergy (the “Working Capital Facility”). The terms and conditions of the Working Capital Facility shall be at then prevailing market terms for similar working capital facilities by companies of a size and with a credit rating or profile similar to TransCo’s credit rating or profile, as mutually determined by Entergy and ITC each using their respective commercially reasonable judgment. Entergy shall pay for any initial commitment fees and expenses associated with the Working Capital Facility that are incurred prior to the Effective Time. Without the express written consent of ITC, TransCo shall not draw down on the Working Capital Facility prior to the Effective Time.
Working Capital Facility. NTL CC and the Parent shall ensure that the full amount of the Working Capital Facility is invested by the Parent in the other members of the UK Group on or prior to the time anticipated in the Business Plan by way of Parent Funding.
Working Capital Facility. (a) If the Issuer proposes to enter into any Working Capital Facility, the Issuer shall first offer such Working Capital Facility to each Purchaser prior to entering into such Working Capital Facility with any other Person; provided that the Issuer may solicit proposals for a Working Capital Facility from Persons other than the Purchasers and their respective Affiliates prior to making such offer, but shall not enter into any binding agreement or commitment with such Person. A Purchaser shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among (i) itself and (ii) its Affiliates.
(b) The Issuer shall give written notice (the “Offer Notice”) to each Purchaser, stating (i) its bona fide intention to enter into a Working Capital Facility, (ii) the amount of such Working Capital Facility, and (iii) the pricing and other material terms customary for a Working Capital Facility.
(c) By notification to the Issuer within 15 days after the Offer Notice is given, each Purchaser may elect to provide, on the terms specified in the Offer Notice, its pro rata share of such Working Capital Facility based on the principal amount of all Notes then held by such Purchaser. At the expiration of such 15-day period, the Issuer shall promptly notify each Purchaser that elects to provide all or any portion of such Working Capital Facility (each, an “Exercising Holder”) of any other Purchaser’s (each, a “Declining Holder”) failure to do likewise. During the 5-day period commencing after the Issuer has given such notice, in addition to the portion of Working Capital Facility specified above, each Exercising Holder may, by giving notice to the Issuer, elect to provide any Declining Holder’s portion of such Working Capital Facility (and if more than one Exercising Holder makes such election, such portion to be allocated among \\4165-2766-4210 v2v5 such Exercising Holders pro rata based on the principal amount of all Notes then held by each such Exercising Holder). The closing of any Working Capital Facility pursuant to this Section 12.24 shall occur promptly thereafter on such date as is agreed to by the Issuer and the Exercising Holders pursuant to documentation reasonably acceptable to the Issuer and the Exercising Holders.
(d) If the Purchasers do not elect to provide the full amount of the proposed Working Capital Facility as provided in this Section, the Issuer may enter into a Working Capital Facility with any ...
Working Capital Facility. The Borrower shall repay to the Administrative Agent for the ratable account of the Working Capital Lenders on the Working Capital Termination Date the aggregate principal amount of the Working Capital Advances then outstanding.
Working Capital Facility. On the Closing Date, the Borrower shall have entered into the OCI Working Capital Facility.
Working Capital Facility. Section 4.17 of the Reorganization Agreement is hereby amended to read as follows: Newco Parent shall use its best efforts to have secured, no later than 90 days following the Closing, a firm irrevocable financing commitment and/or credit facilities on prevailing market terms and conditions under which, collectively, no less than $15 million of financing will be available to Newco to support and finance its operations for a period of at least 2 years subsequent to the Closing (the "Financing").
Working Capital Facility. Notwithstanding anything to the contrary contained in the Merger Agreement, including, without limitation, Section 6.14(d), the parties hereto agree that the Company shall not be required to, and shall not be required to cause its Subsidiaries to, and the Company and its Subsidiaries shall not be required to use its reasonable best efforts to cause their respective Representatives to, cooperate reasonably with and assist Parent, Merger Sub and their authorized Representatives in connection the arrangement of the Working Capital Facility.