Example ContractsClausesMaking of Revolving Loans
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In the event that Agent shall elect to have the terms of this [Section 2.2(g)] apply to a requested Borrowing as described in [Section 2.2(f)], then promptly after receipt of a Notice of Borrowing or telephonic notice pursuant to [Section 2.2(b)], Agent shall notify Lenders by telecopy, telephone or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to such account of Agent as Agent may designate, not later than (New York, New York time) on the Funding Date applicable thereto. After Agent’s receipt of the proceeds of such Revolving Loans, Agent shall make the proceeds of such Revolving Loans available to Borrowers on the applicable Funding Date by transferring same day funds equal to the proceeds of such Revolving Loans received by Agent to the account of Borrowers designated in writing by Borrowers; provided, however, that the amount of Revolving Loans so made on any date shall in no event exceed the Excess Availability on such date.

If Swing Lender is not obligated to make a Swing Loan, then after receipt of a request for a Borrowing pursuant to [Section 2.3], Agent shall notify the Lenders by telecopy, telephone, email, or other electronic form of transmission, of the requested Borrowing; such notification to be sent on the Business Day or U.S. Government Securities Business Day, as applicable, that is # in the case of a Base Rate Loan, at least one Business Day prior to the requested Funding Date, or # in the case of a SOFR Loan, at least three U.S. Government Securities Business Days prior to the requested Funding Date. If Agent has notified the Lenders of a requested Borrowing on the Business Day that is one Business Day prior to the Funding Date, then each Lender shall make the amount of such Lender’s Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s Account, not later than on the Business Day that is the requested Funding Date. After Agent’s receipt of the proceeds of such Revolving Loans from the Lenders, Agent shall make the proceeds thereof available to Borrowers on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to the Designated Account; provided, that subject to the provisions of [Section 2.3(d)(ii)], no Lender shall have an obligation to make any Revolving Loan, if # one or more of the applicable conditions precedent set forth in [Section 3] will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or # the requested Borrowing would exceed the Availability on such Funding Date.

Making of Revolving Loans. Promptly after receipt of the Borrowing/Election Notice under [Section 2.7] in respect of Revolving Loans of any Class, the Administrative Agent shall notify each Revolving Loan Lender of such Class in writing (including electronic transmission, facsimile transmission or similar writing) of the requested Revolving Loan. Each Revolving Loan Lender of such Class shall make available its Revolving Loan in accordance with the terms of [Section 2.6]. The Administrative Agent will promptly make the funds so received from the Revolving Loan Lenders available to the applicable Borrower at the Administrative Agent’s office in New York, New York or the applicable Eurocurrency Payment Office on the applicable Borrowing Date and shall disburse such proceeds in accordance with the disbursement instructions set forth in such Borrowing/Election Notice. The failure of any Revolving Loan Lender to deposit the amount described above with the Administrative Agent on the applicable Borrowing Date shall not relieve any other Revolving Loan Lender of its obligations hereunder to make its Revolving Loan on such Borrowing Date.

Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of:

Revolving Loans. Borrowers may prepay the principal of any Revolving Loan at any time in whole or in part, without premium or penalty.

Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans (each such loan, a “Revolving Loan”) to the Parent Borrower in Dollars and to the Canadian Borrower in either Dollars or Canadian Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Revolving Commitment; provided, however, that after giving effect to any Revolving Borrowing, # the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, # the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Commitment and # the Total Revolving Canadian Outstandings shall not exceed the Canadian Borrower Sublimit. Within the limits of each Lender’s Revolving Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this [Section 2.01], prepay under [Section 2.05], and reborrow under this [Section 2.01]. Revolving Loans may be Base Rate Loans, Eurodollar Rate Loans or CDOR Rate Loans, as further provided herein. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Eurodollar Rate Loan or CDOR Rate Loan. Each Lender at its option may make Revolving Loans by causing any domestic or foreign branch or Affiliate of such Lender to make such Revolving Loan, by advising the Administrative Agents that such domestic or foreign branch or Affiliate of such Lender will make such Revolving Loan.

Making of Swing Loans. So long as the aggregate outstanding principal amount of all Swing Loans does not, at any time, exceed (except as contemplated in [Section 2.3(d)]), Swing Lender shall make a Revolving Loan (any such Revolving Loan made by Swing Lender pursuant to this [Section 2.3(b)] being referred to as a “Swing Loan” and all such Revolving Loans being referred to as “Swing Loans”) available to Borrowers on the Funding Date applicable thereto by transferring immediately available funds in the amount of such Borrowing to the Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan hereunder and shall be subject to all the terms and conditions (including [Section 3]) applicable to other Revolving Loans, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the

Existing Revolving Loans. Borrower acknowledges and agrees that certain of the Original Lenders made revolving loans to Borrower from time to time under the Original Credit Agreement (the “Existing Revolving Loans”), and as of the Closing Date, immediately before giving effect to this Agreement, the outstanding principal balance of the Existing Revolving Loans is . Each of Borrower, Administrative Agent and each Lender acknowledges and agrees that the Existing Revolving Loans # remain outstanding hereunder, # constitute “Revolving Credit Loans” for all purposes under this Agreement and the other Loan Documents and # as

Revolving Credit Loans. Each Borrower shall repay to the Revolving Credit Lenders on the Maturity Date for the Revolving Credit Facility the aggregate principal amount of all Revolving Credit Loans outstanding on such date.

Decision-Making. The Parties acknowledge and agree that the JMC is intended to act as a discussion forum, and not a decision-making body, and that the JMC’s responsibilities are not subject to the oversight of, or escalation to, the JSC or any other committee in the event of any dispute or disagreement between the Parties. For clarity, # all matters regarding the Manufacturing of ACTR T-cells will be decided by Unum, and # all matters regarding the Manufacturing of SGI Antibodies will be decided by SGI; and, in each case for [clauses (i) or (ii)])], without escalation to the Executive Officers or arbitration under [Article 17].

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