Borrower Affiliate shall have the meaning set forth in the Lead Securitization Servicing Agreement; provided that in the event that any Non-Lead Note is securitized in a Securitization, the term “Borrower Affiliate” as used in the definitions of “Non-Lead Note Holder” and “Non-Lead Note Holder Representative” shall refer to a “Borrower Affiliate” as defined in the related Non-Lead Securitization Servicing Agreement or such other analogous term used in the related Non-Lead Securitization Servicing Agreement.
Affiliated Lender means, at any time, any Lender that is the Sponsor or an Affiliate of the Sponsor (other than Holdings, the Borrower or any of their respective Subsidiaries) at such time.
Designated Lender shall have the meaning set forth in Section 16.2(b) hereof.
Borrower as defined in the preamble hereto.
Affiliated Lender Cap has the meaning set forth in Section 10.07(l)(iii).
Originating Lender has the meaning specified therefor in Section 13.1(e) of the Agreement.
Borrower Party Affiliate means, with respect to the Mortgage Loan Borrower, a manager of the Mortgaged Property or an Accelerated Mezzanine Loan Lender, (a) any other Person controlling or controlled by or under common control with such Mortgage Loan Borrower, manager or Accelerated Mezzanine Loan Lender, as applicable, or (b) any other Person owning, directly or indirectly, 25% or more of the beneficial interests in such Mortgage Loan Borrower, manager or Accelerated Mezzanine Loan Lender, as applicable. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise and the terms “controlling” and “controlled” have meanings correlative to the foregoing.
Co-Borrower shall have the meaning assigned to such term in the introductory paragraph of this Agreement.
Lender Parent means, with respect to any Lender, any Person as to which such Lender is, directly or indirectly, a subsidiary.
Lender Affiliate means, (a) with respect to any Lender, (i) an Affiliate of such Lender or (ii) any entity (whether a corporation, partnership, trust or otherwise) that is engaged in making, purchasing, holding or otherwise investing in bank loans and similar extensions of credit in the ordinary course of its business and is administered or managed by a Lender or an Affiliate of such Lender and (b) with respect to any Lender that is a fund which invests in bank loans and similar extensions of credit, any other fund that invests in bank loans and similar extensions of credit and is managed by the same investment advisor as such Lender or by an Affiliate of such investment advisor.
Borrower Party means the Mortgage Loan Borrower, a manager of the Mortgaged Property, an Accelerated Mezzanine Loan Lender or any Borrower Party Affiliate.
Affiliate Lender shall have the meaning assigned to such term in Section 9.21(a).
Lender has the meaning specified in the introductory paragraph hereto and, as the context requires, includes the Swing Line Lender.
The Borrower has advised the Banks that the Borrower has entered into an Agreement and Plan of Merger and Reorganization, dated as of February 10, 2000 (the "Merger Agreement"), among the Borrower, Opticare Health Systems, Inc. (the "Parent"), and OC Acquisition Corp., a wholly-owned subsidiary of the Parent ("Merger Sub"), pursuant to which the parties intend to merge Merger Sub with and into the Borrower subject to the terms and conditions thereof which include, among other things, restructuring the Obligations owing to the Banks on terms and conditions mutually agreed upon by the Borrower and the Banks. While the Borrower and the Banks have initiated discussions and due diligence concerning the Merger and any proposed restructuring of the Obligations, the Borrower acknowledges that the Banks have not consented to the Merger nor have the Banks agreed to any terms and conditions relating to any restructuring of the Obligations. In the meantime, however, the Borrower intends to continue to sell the remaining physician practice management groups operated by the Borrower and its Subsidiaries (collectively being referred to herein as the "PPM Businesses") and use a portion of the proceeds from the sale of the PPM Businesses to meet its reasonable and necessary operating expenses. To afford the Borrower an opportunity to proceed with the transactions described above, the Borrower has requested that (i) the Banks extend the temporary waiver period provided for in Sections 2.1 and 2.2 of that certain Seventh Amendment and Waiver to Credit Agreement dated as of December 10, 1999, among the Borrower, the Banks, and the Agent (the "Seventh Amendment") (as further amended, in part, by a December 30, 1999, letter agreement, a February 29, 2000, letter agreement, a March 24, 2000, letter agreement, and an April 14, 2000, letter agreement, and a May 5, 2000, letter agreement, in each case between the Borrower, the Banks and the Agent) and, in addition, that the Banks temporarily waive any non-compliance by the Borrower as of December 31, 1999, and as of March 31, 2000, with Sections 8.8 (Total Funded Debt/Adjusted EBITDA Ratio), 8.10 (Interest Coverage Ratio), and 8.11 (Debt Service Coverage Ratio) of the Credit Agreement and the Borrower's non-compliance with Section 8.5(b) of the Credit Agreement with respect to the timely delivery of the Borrower's March 31, 2000, financial statements, in each case to the earlier of June 2, 2000, or the termination of the Merger Agreement pursuant to its terms (the earlier of such dates being referred to herein as the "Waiver Termination Date"), (ii) Bank of Montreal extend the Bridge Loan Period from May 19, 2000, to the Waiver Termination Date, and (iii) postpone the due date for the payment of principal, interest and unused commitment fees otherwise due on or before May 19, 2000, to the Waiver Termination Date. By signing below, the Banks (including Bank of Montreal with respect to the Bridge Loan Commitment) hereby agree to extend the waiver period provided in Sections 2.1 and 2.2 of the Seventh Amendment from May 19, 2000, to the Waiver Termination Date, temporarily waive any non-compliance by the Borrower as of December 31, 1999, and March 31, 2000, with Sections 8.8 (Total Funded Debt/Adjusted EBITDA Ratio), 8.10 (Interest Coverage Ratio), and 8.11 (Debt Service Coverage Ratio) of the Credit Agreement and the Borrower's non-compliance with Section 8.5(b) of the Credit Agreement with respect to the timely delivery of the Borrower's March 31, 2000, financial statements through the period ending on the Waiver Termination Date, agree to extend the Bridge Loan Period to the Waiver Termination Date, and agree to postpone the due date for the payment of principal, interest, and unused commitment fees otherwise due on or before May 19, 2000, to the Waiver Termination Date, provided that:
Borrower Group has the meaning provided in Section 10(c) hereof.
DIP Lender means a lender under the DIP Facility.
Approved Lender is defined in Section 12.1.
Restricted Lender means a Lender that fails to approve an amendment, waiver or consent requested by the Loan Parties pursuant to Section 10.01 that has received the written approval of not less than the Required Lenders but also requires the approval of such Lender.
Tax Lender has the meaning specified therefor in Section 14.2(a) of the Agreement.
Existing Lender were references to all the Lenders immediately prior to the relevant increase;
Applicable Borrower means, with respect to any Loan or other amount owing hereunder or any matter pertaining to such Loan or other amount, whichever of the Borrowers is the primary obligor on such Loan or other amount.
Purchasing Borrower Party means Holdings or any subsidiary of Holdings.
Committed Lender means, as to any Lender Group, each of the financial institutions listed on Schedule I as a “Committed Lender” for such Lender Group, together with its respective successors and permitted assigns.
Terminated Lender as defined in Section 2.19.
PPP Lender means JPMorgan Chase Bank, N.A.
Subsidiary Loan Party means each Subsidiary of the Borrower that is a party to the Guarantee Agreement.