Term Borrowing. Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make a single loan to on the Closing Date in Dollars not to exceed such Term Lender’s Term Commitment. The Term Borrowing shall consist of Term Loans made simultaneously by the Term Lenders in accordance with their respective Applicable Percentage of the Term Facility. Amounts borrowed under this [Section 2.01(a)] and repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans or Term SOFR Loans, as further provided herein.
The Borrower acknowledges and agrees that the Term Loan Lenders made term loans to the Borrower in the original principal amount of (the “Initial Term Loans”) on the Closing Date, and each Term Loan Lender’s Initial Term Loan Commitment was concurrently reduced to . Each Term Loan Lender and the Borrower further acknowledges and agrees that, as of the Second Amendment Effective Date, the Initial Term Loans have been paid in full by the Borrower.
The Term AA-1 Borrowing. Subject to the terms and conditions set forth herein, each Term AA-1 Lender severally agrees to make a single loan to the Company on the Closing Date in an amount equal to such Term AA-1 Lender’s Term AA-1 Commitment. The Term AA-1 Borrowing shall consist of Term AA-1 Loans made simultaneously by the Term AA-1 Lenders in accordance with their respective Term AA-1 Commitments. Amounts borrowed under this [Section 2.01(a)] and repaid or prepaid may not be reborrowed. Term AA-1 Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.
The Term A-2 Borrowing. Subject to the terms and conditions set forth herein and in the First Amendment, each Term A-1 Lender agrees to have all of its outstanding Term A-1 Loans converted to an equivalent principal amount of Term A-2 Loans effective as of the First Amendment Effective Date. Amounts borrowed under this [Section 2.01(b)] and repaid or prepaid may not be reborrowed. Term A-2 Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.
Borrowing Base. If, at any time, # the Revolver Usage on such date exceeds # the lesser of # the Borrowing Base reflected in the Borrowing Base Certificate most recently delivered by Borrowers to Agent and # the Maximum Revolver Amount (as adjusted for any Reserves against the Maximum Revolver Amount implemented pursuant to [Section 2.1(c)]), then Borrowers shall promptly, but in any event, within one Business Day prepay the Obligations in accordance with [Section 2.4(f)] in an aggregate amount equal to the amount of such excess.
Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Company’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by # telephone or # by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than on the requested borrowing date, and shall specify # the amount to be borrowed, which shall be a minimum of , and # the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to on the date of the proposed Swing Line Borrowing # directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of [[Section 2.04(a), or (B)])]])] that one or more of the applicable conditions specified in [Article IV] is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Company at its office by crediting the account of the Company on the books of the Swing Line Lender in Same Day Funds.
Borrowing Request. On or prior to the Closing Date, the Administrative Agent shall have received one or more Borrowing Requests, to the extent any Borrowing is requested on the Closing Date.
Borrowing Base. The amount which Borrower is entitled to borrow from time to time under the line of credit shall be the then current loan value of collateral (the “Borrowing Base”) pledged to Lender to secure indebtedness owing to Lender by Borrower, provided that in no event is Lender to be required to make any advance which would cause the outstanding principal balance owing by Borrower at any one time to be in excess of . The Borrowing Base shall be redetermined monthly and shall be seventy-five percent (75%) of eligible accounts receivable arising out of Borrower’s United States operations pledged to the Lender. The term “eligible accounts receivable” shall mean all billed gross trade accounts receivable, less: # balances due sixty (60) days or more after the date of the original invoice therefor; # accounts owed by companies related to or affiliated with Borrower or its employees; # except for receivables from BASF SE, accounts owing by any one debtor which exceed twenty percent (20%) of the total billed gross accounts receivable; # all accounts owing by any particular debtor if 10% or more of such particular debtor’s accounts are ninety (90) days or more past due; and # accounts receivable which are disputed by the account debtor.
Borrowing Procedure. Unless Borrower and Administrative Agent have entered into a sweep agreement regarding Borrower’s cash management and funding and pay down of the Loans hereunder in form and substance satisfactory to Borrower and Administrative Agent (“Sweep Agreement”), each Syndicated Borrowing, each conversion of a Portion from one Type to the other, and each continuation of a Term SOFR Portion shall be made upon Borrower’s irrevocable notice to Administrative Agent, which may be given by telephone. Each such notice must be received by Administrative Agent not later than # three (3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of a Term SOFR Portion or of any conversion of a Term SOFR Portion to a Base Rate Portion and # on the requested date of any Borrowing of a Base Rate Portion. Each telephonic notice by Borrower pursuant to this [Section 2.1(c)] must be confirmed promptly by delivery to Administrative Agent of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of Borrower. Except as provided in [Section 2.2(c)], each Borrowing of, conversion to or continuation of a Loan shall be in a principal amount of or a whole multiple of in excess thereof, or with respect to a Revolving Credit Borrowing, in an amount equal to the Revolving Credit Availability and, with respect to a Term Loan Borrowing, in an amount equal to the aggregate Term Loan Commitments at such time. Each Borrowing Request (whether telephonic or written) shall specify # whether Borrower is requesting a Syndicated Borrowing, a conversion of Portions from one Type to the other, or a continuation of Portions, # the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), # the principal amount of Portions to be borrowed, converted or continued, # the Type of Portions to be borrowed or to which existing Portions are to be converted, and # if applicable, the duration of the Interest Period with respect thereto. If Borrower fails to specify a Type of Portion in a Borrowing Request or if Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Portions shall be made as, or converted to, Base Rate Portions. Any such automatic conversion to Base Rate Portions shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Portions. If Borrower requests a Borrowing of, conversion to, or continuation of a Term SOFR Portion in any such Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. For avoidance of doubt, to the extent that any borrowing procedures set forth in this [Article 2] conflict with the terms and provisions of a Sweep Agreement in effect, the terms and provisions of such Sweep Agreement shall control.
Each Borrower hereby irrevocably designates Borrowing to be its attorney and and in such capacity to borrow, sign and endorse notes, and execute and deliver all instruments, documents, writings and further assurances now or hereafter required hereunder, on behalf of such Borrower or , and hereby authorizes to pay over or credit all loan proceeds hereunder in accordance with the request of Borrowing .
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