The Borrowers or any Guarantor or, solely in the case of a New Term Loan Facility denominated in an Alternative Currency, any Restricted Subsidiary that is organized in a jurisdiction that is acceptable to the Administrative Agent (any such Guarantor or Restricted Subsidiary for so long as loans or commitments remain outstanding under the applicable Incremental Facility, an “Additional Borrower”) may, by written notice to the Administrative Agent, request the establishment of one or more new tranches of term facilities denominated in Dollars, an Alternative Currency or any other currency agreed to by the applicable Borrower, the Administrative Agent and the providing such New Term Loan Facility (each, a “New Term Loan Facility”) and/or increase the principal amount of the Term Loans, any Incremental Term Loans or any Extended Term Loans by requesting new term loan commitments to be added to such Loans (together with any New Term Loan Facility, an “Incremental Term Facility” and, any Loans made pursuant to an Incremental Term Facility, “Incremental Term Loans”) and/or request the establishment of one or more new tranches of Revolving Credit Commitments (each, a “New Revolving Credit Facility”) and/or request an increase in any Tranche of Revolving Credit Commitments (together with any New Revolving Credit Facility, an “Incremental Revolving Credit Facility” and, together with any Incremental Term Facility, “Incremental Facilities” and, the loans thereunder, “Incremental Revolving Credit Loans” and, together with any Incremental Term Loans, “Incremental Loans”); provided that no existing will have an obligation to make any Incremental Facility, nor will the Borrower have any obligation to approach any existing to provide any Incremental Facility, in an aggregate amount not in excess of the sum of # the greater of # (or a principal amount equal to the Dollar Equivalent of ) and # 100% of Consolidated EBITDA as of the last day of the last Test Period for which financial statements have been delivered pursuant to [Section 7.01] at any time outstanding, less any amount of Indebtedness incurred pursuant to [clause (x)](i) of [[Section 8.02(p) and (y)])]])] an unlimited amount if, after giving effect to the incurrence of such amount, # in case of Incremental Facilities that are secured on a pari passu basis with the Obligations, the First Lien Net Leverage Ratio is less than or equal to 3.50 to 1.00 on a Pro Forma Basis, # in case of Incremental Facilities that are secured on a junior basis to the Obligations, the Senior Secured Net Leverage Ratio is less than or equal to 5.00 to 1.00 on a Pro Forma Basis and # in case of Incremental Facilities that are unsecured, the Fixed Charge Coverage Ratio is greater than or equal to 2.00 to 1.00 on a Pro Forma Basis (in each case, assuming # the Indebtedness being incurred as of such date of determination would be included in the definition of Consolidated Indebtedness, whether or not such Indebtedness would otherwise be included and # any Incremental Revolving Credit Facilities are fully drawn) and, in each instance, for an amount not less than (or a principal amount equal to the Dollar Equivalent of ) individually (or such lesser amount which shall be approved by the Administrative Agent); provided that Incremental Facilities # shall be incurred pursuant to [clause (y) above] prior to utilization of any capacity pursuant to [clause (x) above], # amounts incurred in reliance on [clause (x) above] concurrently with amounts incurred in reliance on [clause (y) above] shall not be included as Indebtedness in the First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio or the Fixed Charge Coverage Ratio, as applicable, for purposes of calculating any amounts that may be incurred pursuant to [clause (y) above] on the same day and # if all or any portion of any Incremental Facility was originally incurred or issued in reliance on [clause (x) above] and thereafter such amount could have been incurred pursuant to [clause (y) above], such amount of such Incremental Facility shall be reclassified, as the applicable Borrower may elect from time to time, as having been incurred pursuant to [clause (y) above] and thereafter shall not count as utilization of [clause (x) above]; provided, further, that, notwithstanding the foregoing or anything to the contrary set forth herein, # Incremental Term Loans may be incurred without regard to any of the foregoing limits to the extent that the Net Cash Proceeds of such Incremental Term Loans are used on or about the date of incurrence to permanently prepay and refinance Term Loans of any Tranche selected by the applicable Borrower on a dollar-for-dollar basis, and any such Incremental Term Loans (the “Refinancing Incremental Term Loans”) shall be deemed to have been incurred pursuant to this proviso, and # New Revolving Credit Facilities may be incurred without regard to the foregoing limits to the extent that such New Revolving Credit Facilities are used on or about the date of incurrence to refinance and permanently reduce Revolving Credit Commitments of any Tranche selected by Borrower on a dollar-for-dollar basis, and any such Revolving Credit Commitments thereunder (the “Refinancing Incremental Revolving Credit Commitments”) shall be deemed to have been incurred pursuant to this proviso. Each such notice shall specify # the date (each, an “Increased Amount Date”) on which the applicable Borrower proposes that the applicable Incremental Facility shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter period otherwise agreed to by the Administrative Agent in its sole discretion), # the identity of each or Affiliate or other Person that is consented to by the Administrative Agent (which consent shall not be unreasonably withheld) and by the L/C Issuer to the extent such consent, if any, would be required under [Section 11.06] for an assignment of Loans or Revolving Credit Commitments (any such Affiliate or other Person, a “New Incremental ”) to whom the Borrowers propose any portion of such Incremental Facility be allocated and the amounts of such allocations and # whether such Incremental Facility is to be an Incremental Term Facility or Incremental Revolving Credit Facility. Such Incremental Facility shall become effective as of such Increased Amount Date; provided that # no Event of Default or Default shall exist on such Increased Amount Date before or after giving effect to such Incremental Facility (except that, with respect to this [clause (A)], solely to the extent the proceeds of such Incremental Facility are being or will be used to finance a Limited Condition Transaction and if agreed to by the providing such Incremental Facility, such condition shall be that no Event of Default under [[Section 9.01(a), (f) or (g)])])]])])] hereunder shall exist), # both before and after giving effect to such Incremental Facility, each of the conditions set forth in [Section 5.02] shall be satisfied and all fees and expenses owing in respect of such increase to the Administrative Agent and the have been paid (except, solely to the extent the proceeds of such Incremental Facility are being or will be used to finance a Limited Condition Transaction and if agreed to by the providing such Incremental Facility, # with respect to [Section 5.02(a)], such Incremental Facility shall only be subject to customary “funds certain provisions” and # with respect to [Section 5.02(b)], such condition shall be that no Event of Default under [[Section 9.01(a), (f) or (g)])])]])])] hereunder shall exist); # any Incremental Facility provided by any New Incremental shall be effected pursuant to one or more joinder agreement (an “Incremental Amendment”) in form and substance satisfactory to the Administrative Agent and executed and delivered by a Borrower (or Additional Borrower, if applicable) and the Administrative Agent, each of which shall be recorded in the Register; and # the Borrowers shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction.
At any time, but not more than one (1) time in the case of raising commitments for incremental term loans and not more than five (5) times during the term of this Agreement in the case of an increase to the Aggregate Revolving Loan Commitment (unless, in either case, the Administrative Agent agrees to an additional number in its sole discretion), and subject to the terms and conditions of this [Section 2.23], may request # to raise commitments for incremental term loans in order to accommodate an incremental single-draw tranche of Term Loans (the Incremental Term Loans, and the term loan commitments relating thereto, the Incremental Term Loan Commitments) and/or # an increase in the Aggregate Revolving Loan Commitment in order to accommodate additional Revolving Loans (the Incremental Revolving Loans, and the Revolving Loan Commitments relating thereto, the Incremental Revolving Loan Commitments) (any such increase being referred to herein as a Commitment Increase) without the consent of any Lender not providing such Incremental Term Loan Commitments or Incremental Revolving Loan Commitments, as the case may be; provided that, the aggregate amount of all Incremental Term Loan Commitments and Incremental Revolving Loan Commitments effected during the term of this Agreement shall not exceed .
OFFICE FACILITIES. During the Employment Period under this Agreement, the Employee shall have the Employee’s office where the Corporation’s principal executive offices are located from time to time, which currently are at 7201 Metro Boulevard, Edina, Minnesota.
Common Facilities Agreements. The parties have agreed to amend certain of the Common Facilities Agreements, as follows:
Seller Entity Facilities. [Schedule 4.9] sets forth a true, correct and complete list of all Owned Facilities and all Leased Facilities, in each case, as of the Effective Date.
Shared Conference Facilities. Use by Tenant of the Shared Conference Facilities and restaurant at The Alexandria shall be in common with other Users with scheduling procedures reasonably determined by The Alexandria Landlord or The Alexandria Landlords then designated event operator (Event Operator). Tenants use of the Shared Conference Facilities shall be subject to the payment by Tenant to The Alexandria Landlord of a fee equal to The Alexandria Landlords quoted rates for the usage of the Shared Conference Facilities in effect at the time of Tenants scheduling discounted by 30%. Tenants use of the conference rooms in the Shared Conference Area shall be subject to availability and The Alexandria Landlord (or, if applicable, Event Operator) reserves the right to exercise its reasonable discretion in the event of conflicting scheduling requests among Users. Tenant hereby acknowledges that # Biocom/San Diego, a California non-profit corporation (Biocom) has the right to reserve the Shared Conference Facilities and any reservable dining area(s) included within the Amenities for up to 50% of the time that such Shared Conference Facilities and reservable dining area(s) are available for use by Users each calendar month, and # lllumina, Inc., a Delaware corporation, has the exclusive use of the main conference room within the Shared Conference Facilities for up to 4 days per calendar month.
Location and Facilities. The Officer will be furnished with the working facilities and staff customary for executive officers with the title and duties set forth in [Section 1] of this Agreement and as are necessary for the Officer to perform the duties of the position. The location of such facilities and staff shall be at the principal administrative offices of the Bank, or at such other site or sites customary for such offices.
Other Warehousing Facilities. represents and warrants to that any and all mortgage warehousing facilities of (other than with ) in effect as of the date hereof are identified on [Exhibit G]. covenants and agrees to: # notify in writing prior to entering into any other mortgage warehousing facilities; and # promptly notify in writing regarding any material change in any mortgage warehousing facility of (including as to the maximum amount of any such facility and as to any termination, suspension or non-renewal of any such facility) or any default by under any such mortgage warehousing facility.
Conditions to Effectiveness of Incremental Facilities. As a condition precedent to each such Incremental Facility, before and after giving effect to such Incremental Facility (or, in the case of an Incremental Facility incurred to finance a Limited Condition Transaction, on the date of the execution of the definitive agreement in respect thereof), # the representations and warranties contained in ARTICLE V and the other Loan Documents shall be true and correct on and as of the Increase Effective Date or the effective date of any other Incremental Facility, as applicable, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date and except that for purposes of this [Section 2.16], the representations and warranties contained in subsection # of [Section 5.05] shall be deemed to refer to the most recent statements furnished pursuant to [clauses (a) and (b)])], respectively, of [Section 6.01]; provided that in the case of an Incremental Facility incurred to finance a Limited Condition Acquisition, only the Specified Representations shall be required to be accurate at the time of closing; provided, further, that the Incremental Lenders providing such Incremental Commitments may waive the requirement regarding the accuracy of Specified Representations, # the Borrower and its Restricted Subsidiaries shall be in compliance with [Section 7.18] on a Pro Forma Basis (assuming, in the case of any Incremental Facility in the form of an increase in Revolving Credit Commitments, that such Revolving Credit Commitments have been drawn in full) and # no Event of Default shall exist or would result therefrom (and in the case of an Incremental Facility to finance a Limited Condition Transaction, no Event of Default under [Section 8.01(a)] or, solely with respect to the Borrower, [Section 8.01(f)] shall exist at the time of closing). In connection with any such Incremental Facility, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date and/or the date of effectiveness of any other Incremental Facility, as applicable, signed by a Responsible Officer of such Loan Party # certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Incremental Facility, and # in the case of the Borrower, certifying compliance with conditions set forth in clauses # – # above. If the Incremental Facility is in the form of an Incremental Increase to a Term Facility, the additional Term Loans shall be made by the Term Lenders participating therein pursuant to the procedures set forth in [Section 2.02]. Each Incremental Increase with respect to Revolving Credit Commitments shall be implemented through an increase to the Revolving Credit Facility, and upon the implementation of each such Incremental Increase # each Revolving Credit Lender immediately prior to such Commitment increase will automatically and without further act be deemed to have assigned to each relevant revolving credit lender with respect to such Incremental Increase, and each relevant revolving credit lender with respect to such Incremental Increase will automatically and without further act be deemed to have assumed a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit, if applicable, such that, after giving effect to each deemed assignment and assumption of participations, all of the Revolving Credit Lenders’ (including each revolving lender with respect to such Incremental Increase) participations hereunder in Letters of Credit and # the existing Revolving Credit Lenders shall assign Revolving Credit Loans to certain other Revolving Credit Lenders (including the revolving lender with respect to such Incremental Increase), and such other Revolving Credit Lenders (including the revolving lender with respect to such Incremental Increase) shall purchase such Revolving Credit Loans, in each case to the extent necessary so that all of the Revolving Credit Lenders participate in each outstanding Revolving Credit Borrowing pro rata on the basis of their respective Revolving Credit Commitments (after giving effect to any increase in the Revolving Credit Commitment pursuant to this [Section 2.16]); it being understood and agreed that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.
Seller will design, construct, pay for and own both the Production Facility and the Storage Facility. The land rights for the Production Facility and Storage Facility will be purchased and owned by Seller [......]. Notwithstanding the foregoing, after repayment in full of all of the Advance, Seller may sell and lease back the Production Facility, the Storage Facility and the land rights for the Production Facility and Storage Facility. The specifications of the Production Facility and the Storage Facility are set forth in [Appendix 7] and [Appendix 8], respectively. Each of the Production Facility and the Storage Facility will be the exclusive property of Seller and, provided that Seller complies with [Section 1(e) and 10(b)])], may be used by Seller for the manufacture and storage of other goods. If the capacity of the Storage Facility becomes inadequate, Seller will have no obligation to increase such capacity beyond the Storage Facility specifications detailed in [Appendix 8] attached hereto.
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