Redesignation of Commitments Clause Samples
Redesignation of Commitments. (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Canadian Facility Agent and the Lenders), the Company may from time to time request a redesignation of all or any portion of any Tranche 1 Commitment of any Lender as a Tranche 2 Commitment; provided that (i) any such request for a redesignation shall be in a minimum amount of U.S.$10,000,000 in the aggregate or a whole multiple of U.S.$5,000,000 in excess thereof for all applicable Tranche 1 Lenders, and (ii) the Company may provide notices of a maximum of five such aggregate reallocations from the Closing Date to the Maturity Date. At the time of sending such notice, the Company (in consultation with the Administrative Agent) shall specify the time period within which the applicable Tranche 1 Lenders are requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to any such Lenders). Each such Tranche 1 Lender shall notify the Administrative Agent within such time period whether or not it agrees to redesignate its Tranche 1 Commitment and, if so, whether by an amount equal to, greater than, or less than the requested amount of such redesignation. Any Tranche 1 Lender not responding within such time period shall be deemed to have declined to redesignate its Tranche 1 Commitment. The Administrative Agent shall notify the Canadian Facility Agent, the Company and each Lender of the applicable Tranche 1 Lenders’ responses to each request made hereunder.
(b) If all or any portion of any of the Tranche 1 Commitments shall be redesignated as Tranche 2 Commitments in accordance with this Section, the Administrative Agent (in consultation with the Canadian Facility Agent) and the Company shall determine the effective date (the “Reallocation Effective Date”) and the final allocation of the decrease in Tranche 1 Commitments and increase in Tranche 2 Commitments occurring at such time. The Administrative Agent shall promptly notify the Company, the Canadian Facility Agent and the Lenders of the final allocation of such decrease and related increase and the Reallocation Effective Date. As a condition precedent to such decrease and related increase, the Company shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Reallocation Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the res...
Redesignation of Commitments. (a) The Retiring Agent shall not later than 1 Business Day after the receipt of the irrevocable cancellation and/or prepayment notice referred to in paragraph 2(c) of Schedule 2 (Conditions Precedent to the Effective Date) confirm in writing to the Borrower Security Group Agent the principal amount of any outstanding Capex Facility Loans and/or WC Facility Loans (the "Outstanding Loans"), the amount of interest accrued thereon, any Break Costs and the accrued Commitment Fee due to each Existing Lender, in each case as at the date specified in such notice.
(b) To the extent that the aggregate of the amounts referred to in Clause 3.1(a) above (excluding for this purpose the accrued Commitment Fee) exceeds the Total Revolving Credit Facility Commitments (as defined in the Amended IACFA), the Borrower Security Group Agent shall prior to the Effective Date pay to the Retiring Agent an amount in euro equal to such excess in order that the Retiring Lenders shall be repaid in full on the Effective Date.
(c) On the Effective Date:
(i) the Capex Facility Commitments and the WC Facility Commitments shall be reallocated and redesignated as Revolving Credit Facility Commitments (as defined in the Amended IACFA) of each Continuing Lender in the amount indicated opposite such Continuing Lender's name under the heading 'Revolving Credit Facility Commitments' in Schedule 3 (Commitments in the Amended IACFA) of this Deed and the Capex Facility Commitments and WC Facility Commitments shall be cancelled in full;
(ii) any Outstanding Loans and all accrued interest, Commitment Fees and (if applicable) Break Costs shall become immediately due and payable; and
(iii) the proceeds of each Loan (as defined in the Amended IACFA) which is drawn on the Effective Date shall be paid by the Successor Agent to the Retiring Agent for application in the payment or repayment of (x) the principal amount of the participations of the Retiring Lenders in the Outstanding Loans and all accrued interest and (if applicable) Break Costs, and (y) the principal amount of the participations of the Continuing Lenders in the Outstanding Loans and all accrued interest and (if applicable) Break Costs.