Reallocation of Commitments Sample Clauses
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Reallocation of Commitments. Notwithstanding anything in this Agreement to the contrary, it shall be within the sole determination of the Canadian Issuing Lender or the US Issuing Lender, as applicable, as to whether it is agreeable to issue any new Letters of Credit or extend or renew any expiring Letters of Credit. So long as there is a Non-Funding Lender, the Borrowers may continue to request the issuance of Letters of Credit and the Canadian Issuing Lender or the US Issuing Lender, as applicable, shall issue such Letters of Credit. Each Lender that is not a Non-Funding Lender shall be deemed to have increased their Proportionate Share of Commitments under the Canadian Revolving Facility or the US Revolving Facility, as applicable, (but not their aggregate Commitment) with respect to any such Letter of Credit only, such that the aggregated Commitments of such Lenders in respect of each such Letter of Credit shall be equal to the amount of the Commitments in respect of such Letter of Credit had the Non-Funding Lender not been a Non-Funding Lender. With respect to such Letter of Credit references in Section 5.02 to the Lenders, and the indemnification of the Lenders, such references will be deemed not to apply to any Non-Funding Lender. Subject to Section 13.17, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Non-Funding Lender arising from that Lender having become a Non-Funding Lender, including any claim of a Lender as a result of such Lender’s increased exposure following such reallocation. If the reallocation described in this Section 13.16(3) cannot, or can only partially, be effected, the Borrowers shall, without prejudice to any right or remedy available to them hereunder or under law, cash collateralize the L/C Fronting Exposure of the Canadian Issuing Lender or the US Issuing Lender, as applicable, in accordance with the procedures set forth in Section 13.16(2).
Reallocation of Commitments. The Lead Borrower may, by written notice to the Administrative Agent, request that the Administrative Agent and the Lenders increase or decrease the RoW Subfacility (a “Revolver Commitment Adjustment”), which request shall be granted provided that each of the following conditions are satisfied: (i) only four Revolver Commitment Adjustments may be made in any fiscal year, (ii) the written request for a Revolver Commitment Adjustment must be received by the Administrative Agent at least three (3) Business Days prior to the requested date (which shall be a Business Day) of the effectiveness of such Revolver Commitment Adjustment (such date of effectiveness, the “Commitment Adjustment Date”), (iii) no Event of Default shall have occurred and be continuing as of the date of such request or both immediately before and after giving effect thereto as of the Commitment Adjustment Date, (iv) any increase in the RoW Subfacility shall result in a Dollar-for-Dollar decrease in the U.S. Subfacility pursuant to this Section 2.20, and any decrease in the RoW Subfacility pursuant to this Section 2.20 shall result in a Dollar-for-Dollar increase in the U.S. Subfacility, (v) in no event shall the Revolving Commitments under the RoW Subfacility exceed 25% of the Aggregate Commitments, (vi) no Revolver Commitment Adjustment shall be permitted if, after giving effect thereto, an Overadvance would exist, and (vii) the Administrative Agent shall have received a certificate of the Lead Borrower dated as of the Commitment Adjustment Date certifying the satisfaction of all such conditions (including calculations thereof in reasonable detail) and otherwise in form and substance reasonably satisfactory to the Administrative Agent. Any such Revolver Commitment Adjustment shall be in an amount equal to $1,000,000 or a multiple of $500,000 in excess thereof and shall concurrently increase or reduce, as applicable, (1) the aggregate RoW Revolving Commitments available for use under the RoW Subfacility among the Lenders in accordance with such Lender’s Pro Rata Percentage and (2) the aggregate U.S. Revolving Commitments available for use under the U.S. Subfacility then in effect among the Lenders in accordance with such Lender’s Pro Rata Percentage. After giving effect to any Revolver Commitment Adjustment, the Revolving Commitment available for use under the U.S. Subfacility or the RoW Subfacility, as applicable, of each Lender (and the percentage of each U.S. Revolving Loan or RoW Revolv...
Reallocation of Commitments. On the Amendment Effective Date, each Buyer shall (i) have Committed Sums equal to the applicable amounts set forth in Schedule BC hereto and (ii) have funded its Funding Share of all Transactions (and participation in Swing Line Transactions) outstanding on the Amendment Effective Date. To facilitate the foregoing, each Buyer which as a result of the adjustments of Committed Sums and Funding Shares evidenced by Schedule BC hereto is to have a greater principal amount of the Transactions outstanding than such Buyer had outstanding immediately prior to the Amendment Effective Date, shall deliver to the Agent immediately available funds to cover such Transactions (and the Agent shall, to the extent of the funds so received, disburse funds to the Departing Buyer). The Buyers agree that any Price Differential, Facility Fees and other fees accrued under the Repurchase Agreement prior to the Amendment Effective Date shall constitute the property of the Buyers which were parties to the Repurchase Agreement immediately prior to the Amendment Effective Date and shall be distributed (to the extent received from the Seller) to such Buyers on the basis of the Funding Shares in effect under the Repurchase Agreement immediately prior to the Amendment Effective Date. Furthermore, it is acknowledged and agreed that all fees paid under the Repurchase Agreement prior to the Amendment Effective Date shall not be recalculated, redistributed or reallocated by Agent among the Buyers.
Reallocation of Commitments. On the Restatement Effective Date Borrower shall (A) prepay the Existing Loans (if any) in full, (B) simultaneously borrow new Loans hereunder in an amount equal to such prepayment; provided that with respect to subclauses (A) and (B), (x) the prepayment to, and borrowing from, any Existing Lender shall be effected by book entry to the extent that any portion of the amount prepaid to such Existing Lender will be subsequently borrowed from such Existing Lender and (y) the Existing Lenders and the New Lenders shall make and receive payments among themselves, in a manner acceptable to the Administrative Agent, so that, after giving effect thereto, the Loans are held ratably by the Lenders in accordance with the respective Commitments of such Lenders (as set forth in Schedule 1.01(b)) and (C) pay to the Lenders the amounts, if any, payable under Section 2.14 of the Existing Credit Agreement as a result of any such prepayment. Concurrently therewith, the Lenders shall be deemed to have adjusted their participation interests in any outstanding Letters of Credit so that such interests are held ratably in accordance with their commitments as so revised.
Reallocation of Commitments. (a) Subject to the conditions set forth in this §2.10, the Borrowers shall have the right once during each fiscal quarter upon five (5) Business Days prior written notice to the Administrative Agent to (i) increase the Aggregate Domestic Revolving Loan Commitments by reducing and reallocating by an equivalent amount all or a portion of the Aggregate Canadian Revolving Loan Commitments and/or the Aggregate European Commitments and/or the Aggregate UK Revolving Loan Commitments and/or any Aggregate Designated Subsidiary Commitments to the Aggregate Domestic Revolving Loan Commitments, (ii) increase the Aggregate Canadian Revolving Loan Commitments by reducing and reallocating by an equivalent amount a portion of the Aggregate Domestic Revolving Loan Commitments to the Aggregate Canadian Revolving Loan Commitments, (iii) increase the Aggregate European Commitments by reducing and reallocating by an equivalent amount a portion of the Aggregate Domestic Revolving Loan Commitments to the Aggregate European Commitments, (iv) [Reserved], (v) increase the Aggregate UK Revolving Loan Commitments by reducing or reallocating by an equivalent amount a portion of the Aggregate Domestic Revolving Loan Commitments to the Aggregate UK Revolving Loan Commitments and/or (vi) increase the Aggregate Designated Subsidiary Commitments by reducing or reallocating by an equivalent amount a portion of the Aggregate Domestic Revolving Loan Commitments to the Aggregate Designated Subsidiary Commitments; provided that any such increase shall not be an amount less than $5,000,000.
(b) Any Reallocation pursuant to this §2.10 shall be subject to the following conditions:
(i) Each Reallocation of applicable Commitment amounts shall be made only between the offices or Affiliates of Applicable Lenders such that the sum of all the applicable Commitments of each Applicable Lender and its Affiliates shall not be increased or decreased as a result of any Reallocation. Each Applicable Lender, on behalf of itself and its Affiliates, hereby undertakes to comply with the lending obligations arising pursuant to any Reallocation of Commitments.
(ii) Each increase in (A) the Aggregate Domestic Revolving Loan Commitments shall be offset by a corresponding and equivalent reduction in one or more of the Aggregate Canadian Revolving Loan Commitments, Aggregate European Commitments and Aggregate UK Revolving Loan Commitments, and (B) the Aggregate Canadian Revolving Loan Commitments, Aggregate European Com...
Reallocation of Commitments. (a) Subject to the conditions set forth in this §2.4, the Borrowers shall have the right at any time and from time to time upon five (5) Business Days prior written notice to each of the Agents to (i) increase the Total Domestic Commitment by reducing and reallocating by an equivalent amount all or a portion of the Total Canadian Commitment and/or the Total U.K. Commitment and/or the Total PR Commitment to the Total Domestic Commitment, (ii) increase the Total Canadian Commitment (to the extent the same has been previously reallocated to the Total Domestic Commitment or the Total U.K. Commitment or the Total PR Commitment) by reducing and reallocating by an equivalent amount a portion of the Total Domestic Commitment and/or the Total U.K. Commitment and/or Total PR Commitment to the Total Canadian Commitment, (iii) increase the Total U.K. Commitment (to the extent the same has been previously reallocated to the Total Domestic Commitment or the Total Canadian Commitment or the Total PR Commitment) by reducing and reallocating by an equivalent amount a portion of the Total Domestic Commitment and/or all or a portion of the Total Canadian Commitment and/or Total PR Commitment to the Total U.K. Commitment or (iv) increase the Total PR Commitment (to the extent the same has been previously reallocated to the Total Domestic Commitment or the Total Canadian Commitment or the Total U.K. Commitment) by reducing or reallocating by an equivalent amount a portion of the Total Domestic Commitment and/or Total Canadian Commitment and/or Total U.K. Commitment to the Total PR Commitment.
(b) Any Reallocation pursuant to §2.4 shall be subject to the following conditions:
(i) Each Reallocation of Commitment amounts shall be made only between the offices or affiliates of a Bank such that the sum of all the Commitments of each Bank and its affiliates shall not be increased or decreased as a result of any Reallocation.
(ii) Each increase in the Total Domestic Commitment, Total Canadian Commitment, Total U.K. Commitment or Total PR Commitment, as the case may be, shall be offset by a corresponding and equivalent reduction in one or more of the Total Domestic Commitment, Total Canadian Commitment, Total U.K. Commitment and Total PR Commitment, such that the Total Commitment in effect immediately before a Reallocation shall be equal to the Total Commitment immediately after, and after giving effect to, such Reallocation.
(iii) No Reallocation shall increase (A) the Total Canadian...
Reallocation of Commitments. The Lenders have agreed among themselves, in consultation with the Borrower, to reallocate the respective Maximum Credit Amounts and Applicable Percentages of BNP Paribas and JPMorgan Chase Bank, N.A. and to decrease the Maximum Credit Amount and Applicable Percentage of Societe Generale (each of BNP Paribas and JPMorgan Chase Bank, N.A, being an “Increasing Lender”). The Administrative Agent and the Borrower hereby consent to such reallocation and each Increasing Lender’s acquisition of an increased interest in the Aggregate Maximum Credit Amounts and Commitments and, together with the Lenders, waive (i) any requirement that an Assignment or Assumption or other documentation be executed in connection with such reallocation and (ii) the payment of any processing and recordation fee to the Administrative Agent. The Administrative Agent shall record the information contained in Annex I attached hereto in the Register. On the Second Amendment Effective Date, and after giving effect to such reallocations, the Maximum Credit Amounts and Applicable Percentage of each Lender shall be as set forth on Annex I of this Second Amendment which Annex I supersedes and replaces the existing Annex I to the Credit Agreement. On or about the Second Amendment Effective Date, if the face amount of the Note held by any Increasing Lender is less than its Maximum Credit Amount after giving effect to the increase contemplated by this Amendment, then the Administrative Agent shall so notify the Borrower and the Borrower will deliver to each such Increasing Lender a Note payable to the order of such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase, and otherwise duly completed, and each Lender receiving a replacement Note agrees to promptly thereafter return the previously issued Note held by such Lender marked canceled or otherwise similarly defaced. On the Second Amendment Effective Date, all LIBOR Loans outstanding in favor of Societe Generale shall be converted into new LIBOR Loans allocated among Societe Generale, BNP Paribas and JPMorgan Chase Bank, N.A. in accordance with the Applicable Percentages set forth on Annex I and the Borrower shall pay to Societe Generale such amounts, if any, as are due under Section 5.02.
Reallocation of Commitments. On the First Amendment Effective Date, the Company shall prepay any Committed Loans outstanding on the First Amendment Effective Date (and pay any additional amounts required pursuant to Section 3.05 of the Credit Agreement) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments on the First Amendment Effective Date. Each of the Lenders acknowledges and agrees that as of the First Amendment Effective Date, (i) the aggregate Commitments of the Lenders shall be as set forth on Schedule 2.01 to the Credit Agreement (and attached hereto as Annex I) and (ii) any outstanding obligations of the Lenders immediately before giving effect to this Amendment shall be automatically reallocated in accordance with such Lender’s Applicable Percentage as set forth on Schedule 2.01 to the Credit Agreement (and attached hereto as Annex I). In order to effect such reallocations, assignments shall be deemed to be made among the Lenders in such amounts as may be necessary, and with the same force and effect as if such assignments were evidenced by the applicable Assignment and Assumptions (but without the payment of any related assignment fee), and no other documents or instruments shall be required to be executed in connection with such assignments (all of which such requirements are hereby waived).
Reallocation of Commitments. Effective on the Amendment Effective Date:
(a) The Administrative Agent, the Borrower and the Lenders and the Issuing Bank consent to the following: (i) the reallocation of the Maximum Credit Amounts so that each Lender’s Maximum Credit Amount is as set forth on Annex I attached hereto and (ii) the reallocation of the participations in Letters of Credit in accordance with each Lender’s Applicable Percentage as set forth on Annex I attached hereto. On the Amendment Effective Date after giving effect to such reallocation of the Maximum Credit Amounts, the Maximum Credit Amount and Applicable Percentage of each Lender shall be as set forth on Annex I attached hereto. The reallocation of the Maximum Credit Amounts among the Lenders shall be deemed to have been consummated on the Amendment Effective Date pursuant to the terms of the Assignment and Assumption attached as Exhibit F to the Credit Agreement as if the Lenders had executed an Assignment and Assumption with respect to such reallocation. The Administrative Agent hereby waives the $3,500.00 processing fee set forth in Section 12.04(b)(ii)(C) of the Credit Agreement with respect to the assignments and reallocations contemplated by this Section 4.
(b) If, as a result of the reallocation effected under this Section 4, any Lender incurs any losses, cost or expense as a result of any payment of any principal of any Eurodollar Loan prior to the last day of the Interest Period applicable thereto (whether by the Borrower or by reallocation of the outstanding amount of principal of any Eurodollar Loans under the Credit Agreement to effect the assignments provided herein) and such Lender makes a request for compensation, the Borrower shall compensate the Lender in accordance with Section 5.02 of the Credit Agreement.
Reallocation of Commitments. Subject to the provisions of this Section 6.17 and so long as no Event of Default has occurred and is continuing or will exist after giving effect thereto, Borrowers may from time to time request a reallocation of all or part of any unused portion of (a) the Aggregate New Vehicle Floorplan Commitment to the Aggregate Used Vehicle Floorplan Commitment, the Aggregate Revolving Loan Commitment and/or the Aggregate Service Loaner Vehicle Floorplan Commitment, (b) the Aggregate Used Vehicle Floorplan Commitment to the Aggregate New Vehicle Floorplan Commitment, the Aggregate Revolving Loan Commitment and/or the Aggregate Service Loaner Vehicle Floorplan Commitment, (c) the Aggregate Revolving Loan Commitment to the Aggregate New Vehicle Floorplan Commitment, the Aggregate Used Vehicle Floorplan Commitment and/or the Aggregate Service Loaner Vehicle Floorplan Commitment, (d) the Aggregate Service Loaner Vehicle Floorplan Commitment to the Aggregate Used Vehicle Floorplan Commitment, the Aggregate New Vehicle Floorplan Commitment and/or the Aggregate Revolving Loan Commitment, (e) the Revolving Swing Line Commitment to the Used Vehicle Swing Line Commitment and/or the Service Loaner Vehicle Floorplan Swing Line Commitment, (f) the Used Vehicle Swing Line Commitment to the Revolving Swing Line Commitment and/or the Service Loaner Vehicle Floorplan Swing Line Commitment or (g) the Service Loaner Vehicle Floorplan Swing Line Commitment to the Used 105 13483422v8