Example ContractsClausesTerm B Loan
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Subject to the terms and conditions set forth herein and the Credit Agreement (as amended by this Amendment), each Tranche B-3 Term Lender severally agrees to make its portion of the Tranche B-3 Term Loan to the Borrower in Dollars in a single advance on the Effective Date (as hereinafter defined) in the amount as set forth on the Register (immediately after giving effect to this Amendment (including the Tranche B-3 Term Lenders who have notified the Administrative Agent of their intention to fund their portion of the Tranche B-3 Term Loan pursuant to the B-3 Conversion (as hereinafter defined)). Amounts repaid on the Tranche B-3 Term Loan may not be reborrowed. The Tranche B-3 Term Loan may consist of Base Rate Loans or Eurodollar Rate Loans, or a combination thereof, as further provided in the Credit Agreement.

Tranche B-3 Term Loan. Beginning with the fiscal quarter ending June 30, 2018, the Borrower shall repay the outstanding principal amount of the Tranche B-3 Term Loan # in equal quarterly installments equal to 0.25% of the outstanding amount of the Tranche B-3 Term Loan as of the effective date of the Second Refinancing Facilities Amendment to this Agreement on the last Business Day of each March, June, September and December (as such installments may hereafter be adjusted as a result of prepayments made pursuant to [Section 2.05]), unless accelerated sooner pursuant to [Section 9.02] and # on the Maturity Date the outstanding principal amount of the Tranche B-3 Term Loan on such date.

The Lenders set forth on the Register (immediately prior to giving effect to this Amendment) that have notified the Administrative Agent of their intention to convert some or all of the portion the Tranche B-1 Term Loan into the Tranche B-3 Term Loan (each such Lender, a “B-3 Converting Lender”) are the lenders of record of the portion of the Tranche B-1 Term Loan as set forth on the Register opposite such Lender’s name. Each such B-3 Converting Lender represents and warrants that it holds such portion of the Tranche B-1 Term Loan and has not assigned or participated such portion of the Tranche B-1 Term Loan to any other Person.

The Reorganized Debtors shall enter into the New Term Loan B Facility on the Effective Date, on terms set forth in the New Term Loan Agreement Documents. The New Term Loan B Facility shall be a $75 million secured term loan facility. The terms of the New Term Loan B Facility shall be in accordance with the RSA and the documentation for the New Term Loan B Facility shall be included in the Plan Supplement and otherwise acceptable to the Debtors and the Required Consenting Term Lenders and reasonably acceptable to the Required Consenting Revolving Lenders and the Supporting Common Interest Holders.

Loan Term. The term of this Loan shall commence on the Effective Date, and shall be repaid in the amount of $250,000 every quarter for four (4) years beginning on Oct 1, 2021. This Agreement and the Loan may be extended by mutual consent of the Parties, provided that any amendment complies with all applicable legal requirements

Term Loan. Subject to the terms and conditions of this Agreement, on the Seventh Amendment Effective Date each Lender with a Term Loan Commitment agrees (severally, not jointly or jointly and severally) to make term loans (collectively, the “Term Loan”) to Borrower in an amount equal to such Lender’s Pro Rata Share of the Term Loan Amount. The principal of the Term Loan shall be repaid on the following dates and in the following amounts:

Initial Term B-1 Loans. Subject to the terms and conditions set forth in Amendment No. 7, each of the following Term B-1 severally agrees to make to the Borrower on the Amendment No. 7 Effective Date, loans (collectively, the “Initial Term B-1 Loans”) denominated in Dollars as follows: # each Consenting Third Incremental Term Lender that elects the “Consent and Cashless Amendment” option on its Third Incremental Term Lender Consent agrees to have all of its outstanding Third Incremental Term Loans (or such lesser amount as may be notified to such Consenting Third Incremental Term Lender by the Administrative Agent or the Amendment No. 7 Arrangers prior to the Amendment No. 7 Effective Date) converted into a like principal amount of Initial Term B-1 Loans effective as of the Amendment No. 7 Effective Date, # each Additional Initial Term B-1 Lender severally agrees to make to the Borrower, loans (collectively, the “Additional Initial Term B-1 Loans”) denominated in Dollars in an aggregate amount equal to the amount of such Additional Initial Term B-1 Lender’s Additional Initial Term B-1 Commitment and # each Consenting Third Incremental Term Lender that elects the “Consent and Post-Closing Settlement” option on its Third Incremental Term Lender Consent agrees to have the entire amount of its outstanding Third Incremental Term Loans assigned to the Additional Initial Term B-1 at par on the Amendment No. 7 Effective Date and following the Amendment No. 7 Effective Date, such Consenting Third Incremental Term Lender (or its designated Affiliate, if agreed by the Amendment No. 7 Arrangers) shall purchase by assignment Initial Term B-1 Loans in an equal principal amount as its outstanding Third Incremental Term Loans or such lesser amount allocated to such Consenting Third Incremental Term Lender by the Amendment No. 7 Arrangers. Amounts borrowed under this Section 2.01(g) and repaid or prepaid may not be reborrowed. Initial Term B-1 Loans shall be made as Term SOFR Loans as further provided in Amendment No. 7. Each Consenting Third Incremental Term Lender hereby agrees to waive any entitlement to any breakage loss or expenses due under Section 3.05 with respect to the repayment of its Third Incremental Term Loans it holds as a Term Lender which have been replaced with Initial Term B-1 Loans.

Tranche B-1 Term Loans. On the last Business Day of each fiscal quarter of the Borrowers, commencing with the fiscal quarter ending on December 31, 2019September 30, 2021, the Borrowers shall pay to the Administrative Agent, for the account of the Tranche B-1 Term Loan , a principal amount of the Tranche B-1 Term Loans (as adjusted from time to time pursuant to [Sections 2.05 and 2.06(b)])]) equal to 1.001.017811705% per annum of the aggregate principal amount of the Tranche B-1 Term Loans as of the Amendment No. 13 Funding Date. To the extent not previously paid, prepaid, refinanced, substituted or replaced, all Tranche B-1 Term Loans shall be due and payable on the Tranche B-1 Term Loan Maturity Date, together with accrued and unpaid interest and fees on the principal amount to be paid up to but excluding the date of payment. All repayments pursuant to this [Section 2.07(a)] shall be subject to [Section 3.05], but shall otherwise be without premium or penalty.

The Term B-2 Borrowing. Subject to the terms and conditions set forth herein and in the First Amendment, # the Additional Term Lender agrees to make a Term B-2 Loan to the Company on the First Amendment Effective Date in Dollars in a principal amount not to exceed its Additional Term B-2 Commitment, # each Converting Consenting Term B-1 Lender agrees to have all of its outstanding Term B-1 Loans (or such lesser amount as notified and allocated to such Converting Consenting Term B-1 Lender by the Administrative Agent, as determined by the Company and the Administrative Agent in their sole discretion) converted to an equivalent principal amount of Term B-2 Loans effective as of the First Amendment Effective Date and # each Non-Converting Consenting Term B-1 Lender agrees to have all of its outstanding Term B-1 Loans prepaid and will purchase by assignment from the Additional Term Lender Term B-2 Loans in a principal amount equal to the principal amount of such Term B-1 Loans (or such lesser amount as notified and allocated to such Non-Converting Consenting Term B-1 Lender by the Administrative Agent, as determined by the Company and the Administrative Agent in their sole discretion). Amounts borrowed under this [Section 2.01(d)] and repaid or prepaid may not be reborrowed. Term B-2 Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.

Delayed Draw Term Loan. The undersigned Borrower on behalf of all Borrower hereby requests a Delayed Draw Term Loan under §2.8 of the Credit Agreement:

Incremental Term Loan Borrowings. Subject to the terms and conditions set forth herein and in an Incremental Term Loan Facility Amendment, each Incremental Term Loan Lender severally agrees to make a single Loan to the Borrower on the applicable Increase Effective Date in an amount equal to such Lender’s Incremental Term Loan Commitment. Each Incremental Term Loan Borrowing shall consist of Incremental Terms Loans made simultaneously by the Incremental Term Loan [[Loan Parties:Organization]] in accordance with their respective Applicable Percentages of such Incremental Term Loan Facility. Amounts borrowed under this Section 2.01(b) and the related Incremental Term Loan Facility Amendment and repaid or prepaid may not be reborrowed. Incremental Term Loans may be of such types as set forth in the related Incremental Term Loan Facility Amendment.

Term Loan C Agreement. An “Event of Default” as defined in the Term Loan C Agreement shall occur and be continuing.

Incremental Term Loan Conditions. With respect to any request for a Credit Extension under the Incremental Term Loan Commitments,

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If the Company or any of its Subsidiaries receives any Net Cash Proceeds from any Casualty Event or Disposition (other than # any Disposition of any property permitted by [Sections 7.05(a), (b), (c), (d), (e), (f), (g), (i) and (j) and (2)])])])])])])])])])] any Disposition or Casualty Event resulting in aggregate Net Cash Proceeds not exceeding $5,000,000 in the case of any single transaction or series of related transactions), the Company shall cause to be offered to be prepaid in accordance with clause (v) below, an aggregate principal amount of Term Loans equal to 100% of such Net Cash Proceeds within ten (10) Business Days of receipt thereof by such Person; provided that, with respect to any Net Cash Proceeds realized under a Disposition described in this [Section 2.05(b)(i)], at the election of the Company (as notified by the Company to the Administrative Agent within ten (10) Business Days of receipt thereof), and so long as no Default shall have occurred and be continuing, the Company or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in assets useful in the business of the Company or its Subsidiaries within 12 months of receipt of such Net Cash Proceeds (it being understood that if any portion of such proceeds are not so used within such 12-month period but within such 12-month period are contractually committed to be used, then upon the termination of such contract or if such Net Cash Proceeds are not so used within 18 months of initial receipt, such remaining portion shall constitute Net Cash Proceeds as of the date of such termination or expiry and shall be immediately applied to the prepayment of the Term Loans as set forth in this [Section 2.05(b)(i)]); provided, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this [Section 2.05(b)(i)].

Substantially concurrent with the advance of the Tranche B-3 Term Loan, the Borrower shall prepay the existing Tranche B-1 Term Loan in full with the proceeds of the Tranche B-3 Term Loan (or, to the extent of the portion of the existing Tranche B-1 Term Loan held by B-3 Converting Lenders (as hereinafter defined), convert such portion of the existing Tranche B-1 Term Loan into the Tranche B-3 Term Loan as allocated by the Administrative Agent).

Delayed Draw Term Loan Lender B Commitment” shall mean a Lender, with a respect to each Delayed Draw Term Loan Commitment or an outstanding B Lender, to make a Delayed Draw Term B Loan. The aggregate principal amount of the Delayed Draw Term Loan B [[Organization B:Organization]]’ Delayed Draw Term Loan B Commitments on the Second Amendment Effective Date is $60,000,000.

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