The Loans and Notes Sample Clauses

The Loans and Notes. With respect to each Loan and the corresponding Note, except as set forth in §3(q) of the Disclosure Schedule: (i) Section 1.2 of the Disclosure Schedule contains a list of the Loans, by Obligor, SBA Guaranteed Portion, Non-guaranteed Portion, loan loss reserves and outstanding principal balance as of the date hereof and indicates whether and to what extent any payment (or part thereof) on any Loan is more than 30 days past due or whether any Loan is otherwise in default. (ii) (A) Each Note, the other Loan Documents and the Servicing Fees are not subject to any right of rescission, set-off, abatement, diminution, or counterclaim or defense, including the defense of usury, and no such right of rescission, set-off, abatement, diminution, or reasonable counterclaim or defense has been asserted with respect thereto, and (B) neither the operation of the terms of the Note and the other Loan Documents, nor the exercise of any right thereunder, will render them unenforceable, in whole or in part. (iii) No Note is subject to any participation, subordination or intercreditor agreement other than the interests of SBA and the Holders. (A) Each Loan has an outstanding principal amount as at July 29, 2005 equal to the amount set forth in §1.2 of the Disclosure Schedule, and no Loan has been prepaid fully or partially; (B) all payments required to be made for such Loan under the terms of the Note have been made; and (C) Seller has not advanced funds, or induced, solicited or knowingly received any advance of funds from a party other than the Obligor, for the payment of any amount required by the Loan. (v) All interest, fees and all other charges payable with respect to such Note conform with all applicable laws, rules, regulations and ordinances; and to the best of Seller’s and Medallion’s Knowledge, there are no delinquent taxes, ground rents, water charges, sewer rents, assessments or other outstanding charges affecting the related Mortgaged Property. (vi) To the Knowledge of Seller and Medallion, no Obligor with respect to such Note or any other Loan Document has (A) filed, or consented by answer or otherwise to the filing against it of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, (B) made an assignment for the benefit of its creditors, (C) consented to the appointment of a custodian, receiver, trustee, liquidator or other offic...
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The Loans and Notes. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make a term loan (the "Loans") to Borrower in a principal amount equal to such Lender's Percentage of $92,000,000. Borrower shall not be entitled to reborrow all or any part of the principal of the Loans which have been paid or prepaid at any time. The Loan of each Lender shall be evidenced by the promissory notes being executed by Borrower and delivered to each Lender in the amount of its Loan on the date hereof (as may be amended, substituted or replaced from time to time, the "Notes"). (b) Borrower irrevocably authorizes each Lender to make an appropriate notation on the applicable Note reflecting the making of each Loan and each payment on the Loans. The outstanding amount of the Loans entered in the computer records of each Lender shall be prima facie evidence (absent demonstrable error) of the principal amount thereof owing and unpaid to the such Lender, but the failure to enter, or any error in so entering, any such amount shall not limit or otherwise effect the obligations of Borrower hereunder or under any Note to make payments of principal, interest and other amounts due thereunder.
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The Loans and Notes. Subject to the terms and conditions of this Agreement, Lender agrees to loan the Company an aggregate of $600,000 CAD, in two equal installments of $300,000 CAD (less the Financing Fee (as defined below)) with the first installment being delivered to the Company on or before December 6, 2004 (the "First Advance"), and the second installment being delivered to the Company on or before January 3, 2005 (the "Second Advance," and together with the First Advance, the "Advances" or the "Loan"). The Loan shall be governed by the terms and conditions of, and repaid in accordance with, this Agreement and two Promissory Notes each in the principal amount of $300,000 CAD (the "Notes"), in the forms attached hereto as Exhibit A and Exhibit B, to be issued by the Company to Lender to evidence each of the Advances the first of which such Notes (the "December Note"), shall be executed concurrently with the December Closing (as defined below) and the second of which such Notes (the "January Note") shall be executed concurrently with the January Closing.
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The Loans and Notes. (a) Section 4.04 of the Disclosure Schedules contains a true and accurate list of the Loans, by Obligor, current interest rate, monthly payment, original and remaining term, any security deposits, and outstanding balance as of the date hereof, and indicates whether and to what extent any payment (or part thereof) on any Loan is more than 30 days past due or whether any Loan is otherwise in default. (b) With respect to each Loan and the corresponding Note, except as set forth on Section 4.04(b) of the Disclosure Schedules: (i) Each Note and the other Loan Documents are enforceable in accordance with their terms, subject only to bankruptcy, insolvency and similar Laws and all payments due thereunder as set forth on the Disclosure Schedules are absolute and unconditional obligations of the subject Obligor and not subject to any right of rescission, set-off, abatement, diminution, or counterclaim or defense, including the defense of usury, and no such right of rescission, set-off-abatement, diminution, or reasonable counterclaim or defense has been asserted with respect thereto; (ii) (A) Except as set forth on Section 4.04(b) of the Disclosure Schedules, no Loan has been prepaid fully or partially; (B) all payments required to be made for such Loan under the terms of the Note have been made when due; and (C) the Seller has not advanced funds, or induced, solicited or knowingly received any advance of funds from a party other than the Obligor, for the payment of any amount required by the Loan; (iii) All interest, fees and other charges payable with respect to such Note conform in all material respects with all applicable Laws of the jurisdiction governing such Note; (iv) To the Knowledge of Seller (subject to the disclosures set forth on Section 4.04(b)(iv) of the Disclosure Schedules), no Obligor with respect to a Note or any other Loan Document has (A) filed, or consented by answer or otherwise to the filing against it of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, (B) made an assignment for the benefit of its creditors, (C) consented to the appointment of a custodian, receiver, trustee, liquidator or other officer with similar power over itself or any substantial part of its property, (D) been adjudicated insolvent, or (E) taken action for the purpose of authorizing any of the foregoing; (v) Any and all requirements ...
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The Loans and Notes 
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Related to The Loans and Notes

  • Loans and Letters of Credit On the Closing Date:

  • The Loans (a) Subject to the terms and conditions hereof, the Revolving Credit may be availed of by each of the Borrowers in the form of loans (individually a “Loan” and collectively the “Loans”). Each Loan shall be in a minimum amount of $250,000 or any greater amount that is an integral multiple of $50,000. Each Loan shall mature on the Termination Date. (b) Each Borrower hereby severally and unconditionally, but not jointly or jointly and severally, promises to pay to the Lender the then unpaid principal amount of each Loan made by the Lender to such Borrower on the Termination Date (or such earlier date on which the Loans become due and payable pursuant to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount of the Loans made to such Borrower from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 1.4. (c) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing Loans made to each Borrower by the Lender from time to time, including (i) the amounts of principal and interest due and payable or to become due and payable from each Borrower to the Lender hereunder, and (ii) the amount of any sum received by the Lender from each Borrower. The entries made in the accounts of the Lender maintained pursuant to this Section 1.2(c) shall, other than in the case of manifest error, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender in accordance with the terms of this Agreement. (d) Each Borrower shall execute and deliver to the Lender a promissory note evidencing the Loans of the Lender to such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the principal amount of any Note stated on its face, the actual principal amount at any time outstanding and owing by the Borrower on account of a Note shall be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received by the Lender with respect to such Loans.

  • Investments, Loans and Advances Neither Borrower nor any Restricted Subsidiary will, directly or indirectly, make any Investment, except for the following: (a) Investments outstanding on the Closing Date and identified on Schedule 10.04 and any Investments received in respect thereof without the payment of additional consideration (other than through the issuance of or exchange of Qualified Capital Stock); (b) Investments in cash and Cash Equivalents (including Investments that were Cash Equivalents when made); (c) Borrower may enter into Swap Contracts to the extent permitted by Section 10.01(c); (d) Investments (i) by Borrower in any Restricted Subsidiary, (ii) by any Restricted Subsidiary in Borrower and (iii) by a Restricted Subsidiary in another Restricted Subsidiary; provided that, in each case, any intercompany loan (it being understood and agreed that intercompany receivables or advances made in the ordinary course of business do not constitute loans) in excess of $20.0 million individually shall be evidenced by a promissory note and, to the extent that the payee, holder or lender of such intercompany loan is a Credit Party, such promissory note shall be pledged (and delivered) by such Credit Party to Collateral Agent on behalf of the Secured Parties; (e) Borrower and its Restricted Subsidiaries may sell or transfer assets to the extent permitted by Section 10.05; (f) Investments in securities of trade creditors or customers received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers or in settlement of delinquent or overdue accounts in the ordinary course of business; (g) Investments made by Borrower or any Restricted Subsidiary with, or as a result of, consideration received in connection with an Asset Sale made in compliance with Section 10.05; (h) Investments made to officers, directors and employees in the ordinary course of business not to exceed $10.0 million in the aggregate at any time outstanding; (i) Permitted Acquisitions; (j) accounts receivable, security deposits, prepayments (including prepayments of expenses), credits and extensions of trade credit (including to gaming customers) in the ordinary course of business; (k) Investments resulting from pledges and deposits permitted under Section 10.02; (l) in addition to Investments otherwise permitted by this Section 10.04, from and after the earlier of the ▇▇▇▇ Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, Investments by Borrower or any of its Restricted Subsidiaries; provided that (i) the amount of such Investments to be made pursuant to this Section 10.04(l) do not exceed the Available Amount determined at the time such Investment is made, (ii) immediately before and after giving effect thereto, no Event of Default has occurred and is continuing and (iii) (x) prior to the Initial Test Date, the Consolidated Senior Secured Net Leverage Ratio shall not exceed 2.50 to 1.00 on a Pro Forma Basis as of the most recent Calculation Date and (y) from and after the Initial Test Date, Borrower shall be in compliance on a Pro Forma Basis with the Financial Maintenance Covenant (whether or not then in effect) as of the most recent Calculation Date; provided that if any Investment pursuant to this clause (l) is made in any person that is not a Restricted Subsidiary of Borrower at the date of the making of such Investment and such person becomes a Restricted Subsidiary of Borrower after such date, such Investment shall, upon the election of Borrower, thereafter be deemed to have been made pursuant to clause (d) above and shall cease to have been made pursuant to this clause (l) for so long as such person continues to be a Restricted Subsidiary of Borrower;

  • First Loans and Letters of Credit On the Closing Date:

  • Repayment of the Loans The Companies (a) may prepay the Obligations from time to time in accordance with the terms and provisions of the Notes (and Section 17 hereof if such prepayment is due to a termination of this Agreement); (b) shall repay on the expiration of the Term (i) the then aggregate outstanding principal balance of the Loans together with accrued and unpaid interest, fees and charges and; (ii) all other amounts owed Laurus under this Agreement and the Ancillary Agreements; and (c) subject to Section 2(a)(ii), shall repay on any day on which the then aggregate outstanding principal balance of the Loans are in excess of the Formula Amount at such time, Loans in an amount equal to such excess. Any payments of principal, interest, fees or any other amounts payable hereunder or under any Ancillary Agreement shall be made prior to 12:00 noon (New York time) on the due date thereof in immediately available funds.