Common use of Termination or Reduction of Commitments Clause in Contracts

Termination or Reduction of Commitments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Canadian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche B Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments; provided that (i) any such notice shall be received by the Administrative Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 a.m. (Pacific time), on the Business Day immediately prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 or any whole multiple of US$5,000,000 in excess thereof, (iii) such Borrower shall not terminate or reduce such Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such Borrower, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the applicable Commitment of each appropriate Lender according to its Pro Rata Share. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such termination.

Appears in 10 contracts

Sources: Credit Agreement (Toyota Motor Credit Corp), 364 Day Credit Agreement (Toyota Motor Credit Corp), Credit Agreement (Toyota Motor Credit Corp)

Termination or Reduction of Commitments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Canadian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche B Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments; and TFA may, upon notice to the Australian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche C Commitments, or from time to time permanently reduce the Aggregate Tranche C Commitments; provided that (i) any such notice shall be received by the Administrative Applicable Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 a.m. (Pacific time), on the Business Day immediately prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 or any whole multiple of US$5,000,000 in excess thereof, (iii) such Borrower shall not terminate or reduce such Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such Borrower, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Swing Line Sublimit or the Australian Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the applicable Commitment of each appropriate Lender according to its Pro Rata Share. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such termination.

Appears in 9 contracts

Sources: Credit Agreement (Toyota Motor Credit Corp), 364 Day Credit Agreement (Toyota Motor Credit Corp), Five Year Credit Agreement (Toyota Motor Credit Corp)

Termination or Reduction of Commitments. (a) The Tranche A Domestic Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Domestic Commitments, the Domestic Letter of Credit Sublimit or the Domestic Swing Line Sublimit or from time to time permanently reduce in part the Aggregate Tranche A Commitments; TCCI may, upon notice to the Canadian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche B Domestic Commitments, the Domestic Letter of Credit Sublimit or from time to time permanently reduce the Aggregate Tranche B CommitmentsDomestic Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 11:00 a.m. three (Pacific time), on the 3) Business Day immediately Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 $10,000,000 or any whole multiple of US$5,000,000 $1,000,000 in excess thereof, thereof and (iii) such Borrower the Domestic Borrowers shall not terminate or reduce such (A) the Aggregate Domestic Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Domestic Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such BorrowerDomestic Commitments, (B) the Domestic Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of Domestic L/C Obligations (other than Domestic L/C Borrowings) not fully Cash Collateralized hereunder would exceed the Domestic Letter of Credit Sublimit, and (ivC) the Domestic Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans made to the Domestic Borrowers hereunder would exceed the Domestic Swing Line Sublimit. (b) The Canadian Borrower may, upon irrevocable notice from the Canadian Borrower to the Canadian Agent, terminate the Aggregate Canadian Commitments, the Canadian Letter of Credit Sublimit or the Canadian Swing Line Sublimit or from time to time permanently reduce in part the Aggregate Canadian Commitments, the Canadian Letter of Credit Sublimit or the Canadian Swing Line Sublimit; provided that (i) any such notice shall be received by the Canadian Agent not later than 11:00 a.m. (Toronto time) three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $2,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Canadian Borrower shall not reduce (A) the Aggregate Canadian Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Canadian Outstandings would exceed the Aggregate Canadian Commitments, (B) the Canadian Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of Canadian L/C Obligations (other than Canadian L/C Borrowings) not fully Cash Collateralized hereunder would exceed the Canadian Letter of Credit Sublimit, and (C) the Canadian Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans made to the Canadian Borrower hereunder would exceed the Canadian Swing Line Sublimit. (c) If, after giving effect to any reduction of the Aggregate Domestic Commitments, the Domestic Letter of Credit Sublimit or the Domestic Swing Line Sublimit exceeds the amount of the Aggregate Domestic Commitments, such Domestic Letter of Credit Sublimit or Domestic Swing Line Sublimit shall be automatically reduced by the amount of such excess. . (d) If, after giving effect to any reduction of the Aggregate Canadian Commitments, the Canadian Letter of Credit Sublimit or the Canadian Swing Line Sublimit exceeds the amount of the Aggregate Canadian Commitments, such Canadian Letter of Credit Sublimit or Canadian Swing Line Sublimit shall be automatically reduced by the amount of such excess. (e) The Administrative Agent or the Canadian Agent, as applicable, will promptly notify the Domestic Lenders or the Canadian Lenders, as applicable, of any such notice of termination or reduction made pursuant to this Section 2.06. Upon any reduction of the Aggregate Domestic Commitments, the Domestic Commitment of each Domestic Lender shall be reduced by such Domestic Lender’s Applicable Percentage of such reduction amount. Any Upon any reduction of the Aggregate Commitments shall be applied to Canadian Commitments, the applicable Canadian Commitment of each appropriate Canadian Lender according to its Pro Rata Shareshall be reduced by such Canadian Lender’s Applicable Percentage of such reduction amount. All facility fees accrued for the account (including, without limitation, Commitment Fees and Letter of Credit Fees) and interest in respect of the applicable Borrower Aggregate Total Commitments accrued until the effective date of any termination of the applicable Aggregate Total Commitments shall be paid on the effective date of such termination.

Appears in 4 contracts

Sources: Credit Agreement (Quiksilver Inc), Credit Agreement (Quiksilver Inc), Credit Agreement (Quiksilver Inc)

Termination or Reduction of Commitments. (a) The Tranche A Borrowers Company may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Canadian Sub-Agent and the Administrative Applicable Agent, terminate the Aggregate Tranche B Commitments or the Aggregate Canadian Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments or the Aggregate Canadian Commitments; provided that (i) any such notice shall be received by the Administrative Applicable Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 9:00 a.m. or, in the case of a reduction of the Canadian Commitments, 11:00 a.m. (Pacific Eastern time), on the ) five Business Day immediately Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 $10,000,000 or any whole multiple of US$5,000,000 $1,000,000 in excess thereof, (iii) such Borrower the Company shall not terminate or reduce such the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such BorrowerCommitments, and (iv) the Company shall not terminate or reduce the Aggregate Canadian Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Canadian Outstandings would exceed the Aggregate Canadian Commitments, (v) if, after giving effect to any reduction of the Aggregate Commitments, the Swing Line Letter of Credit Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess, and (vi) if, after giving effect to any reduction of the Aggregate Commitments, the Aggregate Canadian Commitments exceed the amount of the Aggregate Commitments, the Aggregate Canadian Commitments shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments and the Canadian Administrative Agent will promptly notify the Canadian Lenders of any such notice of termination or reduction of the Aggregate Canadian Commitments. Any reduction of the Aggregate Commitments or Aggregate Canadian Commitments shall be applied to the applicable Commitment of each appropriate Lender or the Canadian Commitment of each Canadian Lender, as the case may be, according to its Pro Rata Share or its Canadian Pro Rata Share, as the case may be. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such termination.

Appears in 4 contracts

Sources: Credit Agreement (McKesson Corp), Credit Agreement (McKesson Corp), Credit Agreement (McKesson Corp)

Termination or Reduction of Commitments. (a) The Tranche A Borrowers may, upon Upon at least two (2) Business Days’ prior written notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI Lead Borrower may, upon notice to the Canadian Sub-Agent and the Administrative Agentat any time, terminate the Aggregate Tranche B Commitmentsin whole permanently terminate, or from time to time in part permanently reduce reduce, the Aggregate Tranche B Domestic Commitments; provided that (i) any . Each such notice shall be received by the Administrative Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 a.m. (Pacific time), on the Business Day immediately prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate the principal amount of US$25,000,000 $5,000,000 or any whole integral multiple thereof. Each such reduction or termination shall (i) be applied ratably to the Domestic Commitments of US$5,000,000 each Lender and (ii) be irrevocable at the effective time of any such termination or reduction. The Domestic Borrowers shall pay to the Administrative Agent, for application as provided in excess thereofclause (i) of this SECTION 2.15(a), (iiiA) at the effective time of any such termination (but not any partial reduction), all earned and unpaid Unused Fees accrued on the Domestic Commitments so terminated and (B) at the effective time of any such reduction or termination, any amount by which the Total Domestic Revolver Outstandings on such date exceed the amount to which the Domestic Commitments are to be reduced effective on such date. (b) Upon at least two (2) Business Days’ prior written notice to the Canadian Agent, the Canadian Borrower may, at any time, in whole permanently terminate, or from time to time in part permanently reduce, the Canadian Commitments. Each such reduction shall be in the principal amount of $5,000,000 or any integral multiple thereof. Each such reduction or termination shall (i) be applied ratably to the Canadian Commitments of each Canadian Lender and (ii) be irrevocable at the effective time of any such termination or reduction. The Canadian Borrower shall pay to the Canadian Agent, for application as provided in clause (i) of this SECTION 2.15(b), (A) at the effective time of each such termination (but not terminate any partial reduction), all earned and unpaid Canadian Unused Fees accrued on the Canadian Commitments so terminated and (B) at the effective time of each such reduction or reduce such Aggregate Commitments iftermination, after giving effect thereto and to any concurrent prepayments hereunder, amount by which the Total Canadian Revolver Outstandings applicable to on such Borrower would date exceed the Aggregate amount to which the Canadian Commitments applicable are to be reduced effective on such Borrower, and date. (ivc) if, after giving effect to any reduction of In the Aggregate event that the Lead Borrower terminates the Domestic Commitments, the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Canadian Commitments shall be applied deemed to have also been terminated, without any further action by the applicable Commitment of each appropriate Lender according to its Pro Rata Share. All facility fees accrued for Lead Borrower, the account of the applicable Canadian Borrower until the effective date of or any termination of the applicable Aggregate Commitments shall be paid on the effective date of such terminationCredit Party.

Appears in 3 contracts

Sources: Superpriority Secured Debtor in Possession Credit Agreement (Toys R Us Inc), Credit Agreement (Toys R Us Inc), Credit Agreement (Toys R Us Inc)

Termination or Reduction of Commitments. (a) The Tranche A Borrowers Company may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Canadian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche B Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments; provided that (i) any such notice shall be received by the Administrative Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 a.m. (Pacific time), on the 12:00 p.m. two Business Day immediately Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 $1,000,000 or any whole multiple of US$5,000,000 $1,000,000 in excess thereof, (iii) such Borrower the Company shall not terminate or reduce such the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such BorrowerCommitments, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Canadian Dollar Sublimit, the L/C Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. The amount of any such Aggregate Commitment reduction shall not be applied to the Canadian Dollar Sublimit or the Swing Line Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Commitments shall be applied to the applicable Commitment of each appropriate Lender according to its Pro Rata ShareApplicable Percentage. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such termination.

Appears in 2 contracts

Sources: Credit Agreement (Plains All American Pipeline Lp), Credit Agreement (Plains Gp Holdings Lp)

Termination or Reduction of Commitments. (a) The Tranche A Borrowers may, upon Upon at least two (2) Business Days’ prior written notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI Lead Borrower may, upon notice to the Canadian Sub-Agent and the Administrative Agentat any time, terminate the Aggregate Tranche B Commitmentsin whole permanently terminate, or from time to time in part permanently reduce reduce, the Aggregate Tranche B Domestic Commitments; provided that (i) any . Each such notice shall be received by the Administrative Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 a.m. (Pacific time), on the Business Day immediately prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate the principal amount of US$25,000,000 $5,000,000 or any whole integral multiple thereof. Each such reduction or termination shall (i) be applied ratably to the Domestic Commitments of US$5,000,000 each Lender and (ii) be irrevocable at the effective time of any such termination or reduction. The Domestic Borrowers shall pay to the Administrative Agent, for application as provided in excess thereofclause (i) of this SECTION 2.15(a), (iiiA) at the effective time of any such termination (but not any partial reduction), all earned and unpaid Unused Fees accrued on the Domestic Commitments so terminated and (B) at the effective time of any such reduction or termination, any amount by which the Credit Extensions to the Domestic Borrowers outstanding on such date exceed the amount to which the Domestic Commitments are to be reduced effective on such date. (b) Upon at least two (2) Business Days’ prior written notice to the Canadian Agent, the Canadian Borrower may, at any time, in whole permanently terminate, or from time to time in part permanently reduce, the Canadian Commitments. Each such reduction shall be in the principal amount of $5,000,000 or any integral multiple thereof. Each such reduction or termination shall (i) be applied ratably to the Canadian Commitments of each Canadian Lender and (ii) be irrevocable at the effective time of any such termination or reduction. The Canadian Borrower shall pay to the Canadian Agent, for application as provided in clause (i) of this SECTION 2.15(b), (A) at the effective time of each such termination (but not terminate any partial reduction), all earned and unpaid Canadian Unused Fees accrued on the Canadian Commitments so terminated and (B) at the effective time of each such reduction or reduce termination, any amount by which the Credit Extensions to the Canadian Borrower outstanding on such Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings applicable to such Borrower would date exceed the Aggregate amount to which the Canadian Commitments applicable are to be reduced effective on such Borrower, and date. (ivc) if, after giving effect to any reduction of In the Aggregate event that the Lead Borrower terminates the Domestic Commitments, the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Canadian Commitments shall be applied deemed to have also been terminated, without any further action by the applicable Commitment of each appropriate Lender according to its Pro Rata Share. All facility fees accrued for Lead Borrower, the account of the applicable Canadian Borrower until the effective date of or any termination of the applicable Aggregate Commitments shall be paid on the effective date of such terminationCredit Party.

Appears in 2 contracts

Sources: Credit Agreement (Toys R Us Inc), Credit Agreement (Toys R Us Inc)

Termination or Reduction of Commitments. (a) Unless previously terminated, the Revolving Commitments will terminate on the Revolving Maturity Date. Unless previously terminated, the Term Commitments will terminate on (i) a dollar-for-dollar basis concurrently with any Term Loans made hereunder and (ii) with respect to any unused Term Commitments then in effect, the earlier of (x) the date that is the final day of the Availability Period with respect to the Term Facility and (y) immediately after giving effect to the fifth (5th) Term Borrowing. (b) The Tranche A Borrowers Company may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Canadian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche B Revolving Commitments, or from time to time permanently reduce the Aggregate Tranche B Revolving Commitments; provided that (i) any such notice shall be received by the Administrative Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 a.m. 12:00 Noon five (Pacific time), on the 5) Business Day immediately Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 $5,000,000 or any whole multiple of US$5,000,000 $1,000,000 in excess thereof, (iii) such Borrower the Company shall not terminate or reduce such the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (A) the Total Revolving Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable Revolving Commitments, (B) the Outstanding Amount of Letters of Credit would exceed the Letter of Credit Sublimit or (C) the Outstanding Amount of all Loans denominated in Canadian Dollars exceeds an amount equal to 105% of the Alternative Currency Sublimit. The amount of any such Borrower, and (iv) if, after giving effect Aggregate Revolving Commitment reduction shall not be applied to any the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Applicable Percentage. (c) The Company may, upon notice to the Administrative Agent, terminate any unused Term Commitments, or from time to time permanently reduce the Swing Line Sublimit exceeds unused Term Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 Noon five (5) Business Days prior to the date of termination or reduction and (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof. Any reduction of the Aggregate Commitments, such Sublimit unused Term Commitments shall be automatically reduced by applied to the amount Term Commitment of each Term Lender according to its Applicable Percentage. (d) Each notice of termination under the foregoing clauses (b) or (c) shall specify such excesselection to terminate and the effective date thereof. The Administrative Agent will promptly notify the applicable Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments or unused Term Commitments. Any reduction of the Aggregate Commitments shall be applied to the applicable Commitment of each appropriate Lender according to its Pro Rata Share, as applicable. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Revolving Commitments or the unused Term Commitments shall be paid on the effective date of such termination. A notice delivered by the Company pursuant to this Section 2.07 may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Appears in 2 contracts

Sources: Credit Agreement (Janus Living, Inc.), Credit Agreement (Janus Living, Inc.)

Termination or Reduction of Commitments. (a) The Tranche A Borrowers US Borrower may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Canadian Sub-Agent and the Administrative Agent, terminate Commitments (including the Aggregate Tranche B Canadian Commitments), or from time to time permanently reduce the Aggregate Tranche B Commitments (and proportionately reduce the Aggregate Canadian Commitments); provided that (i) any such notice shall be received by the Administrative Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 11:00 a.m. (Pacific time), on the two Business Day immediately Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 US $10,000,000 or any whole multiple of US$5,000,000 US $1,000,000 in excess thereof, (iii) such the US Borrower shall not terminate or reduce such the Aggregate Commitments (and the Aggregate Canadian Commitments, if applicable) if, after giving effect thereto and to any concurrent prepayments hereunder, (1) the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such BorrowerCommitments, (2) the Total US Outstandings would exceed the Aggregate US Commitments, or (3) the Total Canadian Outstandings would exceed the Aggregate Canadian Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the US Letter of Credit Sublimit or the US Swing Line Sublimit exceeds the amount of the Aggregate US Commitments or the Canadian Letter of Credit Sublimit or the Canadian Swing Line Sublimit exceeds the Aggregate Canadian Commitments, such Sublimit Sublimits shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the applicable US Commitment of each appropriate Lender according to its such Lender's Pro Rata Share. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such termination.

Appears in 1 contract

Sources: Credit Agreement (Devon Energy Corp/De)

Termination or Reduction of Commitments. (a) The Tranche A Borrowers Company may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Canadian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche B Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments; provided that (i) any such notice shall be received by the Administrative Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 11:00 a.m. (Pacific time), on the five Business Day immediately Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 $1,000,000 or any whole multiple of US$5,000,000 $1,000,000 in excess thereof, (iii) such Borrower the Company shall not terminate or reduce such the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such BorrowerCommitments, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Alternative Currency Sublimit, the U.S. Letter of Credit Sublimit or the Canadian Letter of Credit Sublimit, or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. The amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit or the U.S. Letter of Credit Sublimit or the Canadian Letter of Credit Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Commitments shall be applied to the applicable Commitment of each appropriate Lender according to its Pro Rata ShareApplicable Percentage. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such termination.

Appears in 1 contract

Sources: Credit Agreement (Greenbrier Companies Inc)

Termination or Reduction of Commitments. (a) The Tranche A Borrowers U.S. Borrower may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Canadian Sub-Agent and the Administrative Agent, terminate Commitments (including the Aggregate Tranche B Canadian Commitments), or from time to time permanently reduce the Aggregate Tranche B Commitments (and proportionately reduce the Aggregate Canadian Commitments); provided that (i) any such notice shall be received by the Administrative Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 11:00 a.m. (Pacific time), on the two Business Day immediately Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 U.S. $10,000,000 or any whole multiple of US$5,000,000 U.S. $1,000,000 in excess thereof, (iii) such the U.S. Borrower shall not terminate or reduce such the Aggregate Commitments (and the Aggregate Canadian Commitments, if applicable) if, after giving effect thereto and to any concurrent prepayments hereunder, (1) the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such BorrowerCommitments, and (2) the Total U.S. Outstandings would exceed the Aggregate U.S. Commitments, or (3) the Total Canadian Outstandings would exceed the Aggregate Canadian Commitments, (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Swing Line Letter of Credit Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess, and (v) if, after giving effect to any reduction of the Aggregate Commitments, the U.S. Swing Line Sublimit exceeds the amount of the Aggregate U.S. Commitments or the Canadian Swing Line Sublimit exceeds the Aggregate Canadian Commitments, such sublimits shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the applicable U.S. Commitment of each appropriate Lender according to its such Lender’s Pro Rata Share. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such termination.

Appears in 1 contract

Sources: Credit Agreement (Devon Energy Corp/De)

Termination or Reduction of Commitments. (a) The Tranche A Borrowers mayBorrower Representative (on behalf of any Borrower) shall have the right, upon not less than one Business Day’s notice to the Administrative AgentAgent (which will promptly notify the Lenders thereof), to terminate the Tranche A U.S. Facility Commitments or the Tranche A Canadian Facility Commitments, respectively, or, from time to time permanently time, to reduce the Aggregate amount of the Tranche A Commitments; TCCI may, upon notice to the U.S. Facility Commitments or Tranche A Canadian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche B Facility Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitmentsrespectively; provided that (i) any no such notice shall be received by the Administrative Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 a.m. (Pacific time), on the Business Day immediately prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 or any whole multiple of US$5,000,000 in excess thereof, (iii) such Borrower shall not terminate or reduce such Aggregate Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Revolving Credit Loans and Swing Line Loans made on the effective date thereof, the Total Outstandings applicable to such Borrower Aggregate Tranche A U.S. Facility Lender Exposure or the Aggregate Tranche A Canadian Facility Lender Exposure, as the case may be, would exceed the Aggregate applicable Commitments then in effect. Any such reduction shall be in an amount equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof and shall reduce permanently the applicable Commitments then in effect. (b) The Borrower Representative (on behalf of any Borrower) shall have the right, upon not less than one Business Day’s notice to the Administrative Agent (which will promptly notify the Lenders thereof), to terminate the Tranche A-1 U.S. Facility Commitments or the Tranche A-1 Canadian Facility Commitments, respectively, or, from time to time, to reduce the amount of the Tranche A-1 U.S. Facility Commitments or Tranche A-1 Canadian Facility Commitments, respectively, and, notwithstanding anything in this Agreement to the contrary, in connection with such Borrowertermination or reduction, to prepay the Tranche A-1 U.S. Facility Revolving Credit Loans and the Tranche A-1 Canadian Facility Revolving Credit Loans without first repaying the Tranche A U.S. Facility Revolving Credit Loans and the Tranche A Canadian Facility Revolving Credit Loans; provided that (ivx) no such termination or reduction shall be permitted if, after giving effect thereto and to any reduction prepayments of the Aggregate CommitmentsRevolving Credit Loans made on the effective date thereof, the Swing Line Sublimit exceeds the amount of Aggregate Tranche A-1 Canadian Facility Lender Exposure or the Aggregate CommitmentsTranche A-1 U.S. Facility Lender Exposure, as the case may be, would exceed the applicable Commitments then in effect and (y) after giving pro forma effect to such Sublimit termination or reduction and prepayment and any reallocation pursuant to clause (c) of this subsection 2.3, the Payment Condition is satisfied. Any such reduction shall be automatically reduced by in an amount equal to $[—] or a whole multiple of $[—] in excess thereof and shall, except as provided in clause (c) of this subsection 2.3, reduce permanently the amount of such excess. The Administrative Agent will promptly notify applicable Commitments then in effect. (c) (i) At the Lenders time of any such notice of termination or reduction of the Aggregate Commitments. Any reduction Tranche A-1 U.S. Facility Commitments or the Tranche A-1 Canadian Facility Commitments as set forth in clause (b) of this subsection 2.3, but without duplication of any increase permitted pursuant to subsection 2.6, the Aggregate Tranche A-1 U.S. Facility Commitments shall or the Tranche A-1 Canadian Facility Commitments so terminated or reduced may be applied added, in whole or in part, at the Parent Borrower’s option, to the applicable Commitment of each appropriate Lender according to its Pro Rata Share. All facility fees accrued for then outstanding Tranche A U.S. Facility Commitments or Tranche A Canadian Facility Commitments, as applicable, in the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such terminationmanner set forth in clause (ii) below.

Appears in 1 contract

Sources: Abl Credit Agreement (Veritiv Corp)

Termination or Reduction of Commitments. (a) The Tranche A Borrowers mayParent Borrower (on behalf of itself and each other Borrower) shall have the right, upon not less than three (3) Business Days’ notice to the U.S. Administrative AgentAgent (which will promptly notify the Lenders thereof), to terminate the Extending U.S. RCF Commitments, the Non-Extending U.S. RCF Commitments, the Extending Canadian RCF Commitments or the Non-Extending Canadian RCF Commitments or, from time to time permanently time, to reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to amount of the Canadian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche B Extending U.S. RCF Commitments, the Non-Extending U.S. RCF Commitments, the Extending Canadian RCF Commitments or from time to time permanently reduce the Aggregate Tranche B Non-Extending Canadian RCF Commitments; provided that (i) any such notice shall be received of termination delivered by the Parent Borrower in connection with a repayment of all outstanding Obligations may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Parent Borrower (by written notice to the U.S. Administrative Agent on or the Canadian Sub-Agent, as applicable, not later than 10:00 a.m. (Pacific time), on the Business Day immediately prior to the date of specified effective date) if such condition is not satisfied; provided, further, that no such termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 or any whole multiple of US$5,000,000 in excess thereof, (iii) such Borrower shall not terminate or reduce such Aggregate Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the RCF Loans and Swing Line Loans made on the effective date thereof, (i) the aggregate principal amount of the RCF Loans and Swing Line Loans then outstanding (including in the case of RCF Loans then outstanding in any Canadian Dollars, the Total Outstandings applicable Dollar Equivalent of the aggregate principal amount thereof), when added to such Borrower the sum of the then outstanding L/C Obligations, would exceed the Aggregate RCF Commitments applicable then in effect, (ii) the aggregate principal amount of the Extending U.S. RCF Loans then outstanding, when added to such Borrowerthe sum of the then outstanding Swing Line Loans plus the then outstanding Extending U.S. RCF L/C Obligation Exposure, would exceed the Extending U.S. RCF Commitments then in effect, (iii) the aggregate principal amount of the Extending Canadian RCF Loans then outstanding (including in the case of Extending Canadian RCF Loans then outstanding in any Canadian Dollars, the Dollar Equivalent of the aggregate principal amount thereof), when added to the sum of the then outstanding Extending Canadian RCF L/C Obligation Exposure (using the Dollar Equivalent thereof in the case of Extending Canadian RCF L/C Obligation Exposure denominated in Canadian Dollars), would exceed the Extending Canadian RCF Commitments then in effect, (iv) the aggregate principal amount of the Non-Extending U.S. RCF Loans then outstanding, when added to the then outstanding Non-Extending U.S. RCF L/C Obligation Exposure, would exceed the Non-Extending U.S. RCF Commitments then in effect, and (ivv) ifthe aggregate principal amount of the Non-Extending Canadian RCF Loans then outstanding (including in the case of Non-Extending Canadian RCF Loans then outstanding in any Canadian Dollars, the Dollar Equivalent of the aggregate principal amount thereof), when added to the then outstanding Non-Extending Canadian RCF L/C Obligation Exposure (using the Dollar Equivalent thereof in the case of Extending Canadian RCF L/C Obligation Exposure denominated in Canadian Dollars), would exceed the Non-Extending Canadian RCF Commitments then in effect. Any such reduction shall be in an amount equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof and shall reduce permanently the applicable Commitments then in effect (or, if the Commitments then available (as calculated in accordance with subsections 2.1(a) and (b)) are less than $5,000,000, such lesser amount). (b) Upon the conversion of all or part of a RCF Lender’s Non-Extending U.S. RCF Commitment or Non-Extending Canadian RCF Commitment, as applicable, pursuant to subsection 2.6, on the effective date specified in the relevant Additional Extending RCF Commitment Agreement, the amount of Non-Extending U.S. RCF Commitments and/or Non-Extending Canadian RCF Commitments that were the subject of such conversion shall be deemed to no longer constitute Non-Extending U.S. RCF Commitments and/or Non-Extending Canadian RCF Commitments, as applicable. (c) Notwithstanding anything to the contrary in this Agreement, to the extent that a reduction of RCF Commitments is effected on a non-pro rata basis across the Extending U.S. RC Facility and the Non-Extending U.S. RC Facility or the Extending Canadian RC Facility and the Non-Extending Canadian RC Facility, the Borrowers shall, in coordination with the U.S. Administrative Agent or the Canadian Administrative Agent, as applicable, repay outstanding Non-Extending U.S. RCF Loans, Non-Extending Canadian RCF Loans, Extending U.S. RCF Loans and/or Extending Canadian RCF Loans of certain of the Lenders with a Non-Extending RCF Commitment or Extending RCF Commitment, as applicable, and incur additional Non-Extending U.S. RCF Loans, Non-Extending Canadian RCF Loans, Extending U.S. RCF Loans and/or Extending Canadian RCF Loans from certain Lenders with a Non-Extending RCF Commitment and/or Extending RCF Commitment, as applicable, in each case to the extent necessary so that (i) the aggregate principal amount of U.S. RCF Loans outstanding under the U.S. RC Facilities is allocated pro rata between such Facilities based on the relative amount of the Total Extending U.S. RCF Commitments on the one hand and the Total Non-Extending U.S. RCF Commitments on the other hand, (ii) the aggregate principal amount of Canadian RCF Loans outstanding under the Canadian RC Facilities is allocated pro rata between such Facilities based on the relative amount of the Total Extending Canadian RCF Commitments on the one hand and the Total Non-Extending Canadian RCF Commitments on the other hand, and (iii) all of the Lenders participate in each outstanding Borrowing of Non-Extending U.S. RCF Loans, Non-Extending Canadian RCF Loans, Extending U.S. RCF Loans and Extending Canadian RCF Loans pro rata within each Tranche on the basis of their respective Non-Extending U.S. RCF Commitments, Non-Extending Canadian RCF Commitments, Extending U.S. RCF Commitments and/or Extending Canadian RCF Commitments (in each case after giving effect to any the reduction to such RCF Commitments pursuant to this subsection 2.3) and with the applicable Borrowers being obliged to pay to the respective RCF Lenders the costs of the Aggregate Commitmentstype referred to in subsection 4.12 in connection with any such repayment and/or Borrowing. Each Lender severally, and not jointly, agrees to take such steps as may be reasonably available to such Lender to mitigate the Swing Line Sublimit exceeds the amount costs of the Aggregate Commitmentstype referred to in subsection 4.12 which would otherwise occur in connection with such repayment and/or Borrowing; provided that such Lender shall not be required to take any step that, such Sublimit in its reasonable judgment, would be materially disadvantageous to its business or operations or would require it to incur additional costs. (d) For the avoidance of doubt, any repayments and incurrences of Loans pursuant to subsection 2.3(c) shall not be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied subject to the applicable Commitment notice and other requirements of each appropriate Lender according to its Pro Rata Share. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such terminationsubsections 2.2 and 4.4.

Appears in 1 contract

Sources: Credit Agreement (RSC Equipment Rental, Inc.)

Termination or Reduction of Commitments. (a) The Tranche A Borrowers U.S. Borrower may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI U.S. Agent and Canadian Borrower may, upon notice to the Canadian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche B U.S. Commitments, or the Aggregate Canadian Commitments, as the case may be, or from time to time permanently reduce the Aggregate Tranche B U.S. Commitments, or the Aggregate Canadian Commitments, as the case may be; provided that (i) any such notice shall be received by the Administrative applicable Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 a.m. (Pacific time), on the A. M. five Business Day immediately Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 $1,000,000 or any whole multiple of US$5,000,000 $500,000 in excess thereof, (iii) such Borrower Borrowers shall not terminate or reduce such the Aggregate U.S. Commitments or the Aggregate Canadian Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total U.S. Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such BorrowerU.S. Commitments, and or the Total Canadian Outstandings would exceed the Aggregate Canadian Commitments, (iv) if, after giving effect to any reduction of the Aggregate U.S. Commitments, the U.S. L/C Sublimit or the U.S. Swing Line Sublimit exceeds the amount of the Aggregate U.S. Commitments, such Sublimit shall be automatically reduced by the amount of such excess; and (v) if, after giving effect to any reduction of the Aggregate Canadian Commitments, the Canadian L/C Sublimit exceeds the amount of the Aggregate Canadian Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative applicable Agent will promptly notify the applicable Lenders of any such notice of termination or reduction of the Aggregate U.S. Commitments or the Aggregate Canadian Commitments. Any reduction of the Aggregate U.S. Commitments shall be applied to the applicable U.S. Commitment of each appropriate U.S. Lender according to its Pro Rata ShareApplicable Percentage and any reduction of the Aggregate Canadian Commitments shall be applied to the Canadian Commitment of each Canadian Lender according to its Applicable Percentage. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate U.S. Commitments or the Aggregate Canadian Commitments, as the case may be, shall be paid on the effective date of such termination.

Appears in 1 contract

Sources: Credit Agreement (Castle a M & Co)

Termination or Reduction of Commitments. (a) The Tranche A Borrowers Company may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Canadian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche B Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments; provided that (i) any such notice shall be received by the Administrative Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 11:00 a.m. (Pacific time), on the five Business Day immediately Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 $5,000,000 or any whole multiple of US$5,000,000 $1,000,000 in excess thereof, (iii) such Borrower the Company shall not terminate or reduce such the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such BorrowerCommitments, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Swing Line Alternative Currency Sublimit, the Canadian Borrowers Sublimit or the Letter of Credit Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. The amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Canadian Borrowers Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Commitments shall be applied to the applicable Commitment of each appropriate Lender according to its Pro Rata ShareApplicable Percentage. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such termination.

Appears in 1 contract

Sources: Credit Agreement (American Eagle Outfitters Inc)

Termination or Reduction of Commitments. (a) The Tranche A Borrowers may, upon Upon at least two (2) Business Days’ prior written notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI Lead Borrower may, upon notice to the Canadian Sub-Agent and the Administrative Agentat any time, terminate the Aggregate Tranche B Commitmentsin whole permanently terminate, or from time to time in part permanently reduce reduce, the Aggregate Tranche B Domestic Commitments; provided that (i) any . Each such notice shall be received by the Administrative Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 a.m. (Pacific time), on the Business Day immediately prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate the principal amount of US$25,000,000 $5,000,000 or any whole integral multiple thereof. Each such reduction or termination shall (i) first be applied ratably to the Domestic Commitments of US$5,000,000 in excess thereof, (iii) such Borrower shall not terminate or reduce such Aggregate Commitments ifeach Non-Extending Lender and, after giving effect thereto and the Domestic Commitments of the Non-Extending Lenders have been terminated in full, shall be applied ratably to any concurrent prepayments hereunder, the Total Outstandings applicable to such Borrower would exceed the Aggregate Domestic Commitments applicable to such Borrowerof each Extending Lender, and (ivii) ifbe irrevocable at the effective time of any such termination or reduction. The Domestic Borrowers shall pay to the Administrative Agent, for application as provided in clause (i) of this SECTION 2.15(a), (A) at the effective time of any such termination (but not any partial reduction), all earned and unpaid fees under the Fee Letter and all Unused Fees and Extended Term Unused Fees accrued on the Domestic Commitments so terminated, and (B) at the effective time of any such reduction or termination, any amount by which the Credit Extensions to the Domestic Borrowers outstanding on such date exceed the amount to which the Domestic Commitments are to be reduced effective on such date. (b) Upon at least two (2) Business Days’ prior written notice to the Canadian Agent, the Canadian Borrower may, at any time, in whole permanently terminate, or from time to time in part permanently reduce, the Canadian Commitments. Each such reduction shall be in the principal amount of $5,000,000 or any integral multiple thereof. Each such reduction or termination shall (i) first be applied ratably to the Canadian Commitments of each Non-Extending Lender and, after giving effect to any reduction the Canadian Commitments of the Aggregate Non-Extending Lenders have been terminated in full, shall be applied ratably to the Canadian Commitments of each Extending Lender, and (ii) be irrevocable at the effective time of any such termination or reduction. The Canadian Borrower shall pay to the Canadian Agent, for application as provided in clause (i) of this SECTION 2.15(b), (A) at the effective time of each such termination (but not any partial reduction), all earned and unpaid fees under the Fee Letter and all Canadian Unused Fees and Extended Term Canadian Unused Fees accrued on the Canadian Commitments so terminated, and (B) at the effective time of each such reduction or termination, any amount by which the Credit Extensions to the Canadian Borrower outstanding on such date exceed the amount to which the Canadian Commitments are to be reduced effective on such date. (c) In the event that the Lead Borrower terminates the Domestic Commitments, the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Canadian Commitments shall be applied deemed to have also been terminated, without any further action by the Lead Borrower, the Canadian Borrower or any Credit Party. (d) Upon the Effective Date, notwithstanding anything to the applicable Commitment of each appropriate Lender according to its Pro Rata Share. All facility fees accrued for the account contrary contained in Section 2.15 of the applicable Borrower until Existing Credit Agreement, the effective date of any termination Tranche A-1 Commitments under, and as defined in, the Existing Credit Agreement shall be terminated in full, and the Domestic Borrowers shall pay, in full and in cash, all outstanding Tranche A-1 Loans (as defined in the Existing Credit Agreement), all accrued and unpaid interest thereon, and all Unused Fees accrued on the Tranche A-1 Commitments. (e) Upon the Existing Termination Date, the Commitments of the applicable Aggregate Commitments Non-Extending Lenders shall be paid on terminated in full, and the effective date of such terminationDomestic Borrowers shall pay, in full and in cash, all outstanding Loans and all other outstanding Obligations and Other Liabilities then owing by them to the Non-Extending Lenders, and the Canadian Borrower shall pay in full and in cash, all outstanding Loans to it and all other Canadian Liabilities owing by it to the Non-Extending Lenders.

Appears in 1 contract

Sources: Credit Agreement (Toys R Us Inc)

Termination or Reduction of Commitments. The Parent Borrower (aon behalf of itself and each other Borrower) The Tranche A Borrowers mayshall have the right, upon not less than three Business Days’ notice to the Administrative AgentAgent (which will promptly notify the Lenders thereof), to terminate the Tranche A U.S. Facility orCommitments, the Tranche B U.S. Facility Commitments, the Tranche A Canadian Facility Commitments or the Tranche B Canadian Facility Commitments or, from time to time permanently time, to reduce the Aggregate amount of the Tranche A Commitments; TCCI mayU.S. Facility orCommitments, upon notice to the Canadian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche B U.S. Facility Commitments, the Tranche A Canadian Facility Commitments or from time to time permanently reduce the Aggregate Tranche B Canadian Facility Commitments, in each case pro rata among the Lenders of the applicable Tranche and otherwise subject to Section 4.8(a); provided that (i) any no such notice shall be received by the Administrative Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 a.m. (Pacific time), on the Business Day immediately prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 or any whole multiple of US$5,000,000 in excess thereof, (iii) such Borrower shall not terminate or reduce such Aggregate Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Revolving Credit Loans and Swing Line Loans made on the effective date thereof, the Total Outstandings applicable aggregate principal amount of the Revolving Credit Loans and Swing Line Loans then outstanding (including in the case of Revolving Credit Loans then outstanding in any Canadian Dollars or Designated Foreign Currency, the Dollar Equivalent of the aggregate principal amount thereof), when added to such Borrower the sum of the then outstanding L/C Obligations, would exceed the Aggregate Commitments applicable to such Borrower, then in effect and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of provided further that any such notice of termination delivered by the Parent Borrower may state that such notice is conditioned upon the occurrence or reduction non-occurrence of any event specified therein (including the Aggregate Commitmentseffectiveness of other credit facilities), in which case such notice may be revoked by the Parent Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any such reduction of the Aggregate Commitments shall be applied in an amount equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof and shall reduce permanently the applicable Commitment of each appropriate Lender according to its Pro Rata Share. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such terminationthen in effect.

Appears in 1 contract

Sources: Credit Agreement (Hertz Corp)

Termination or Reduction of Commitments. (a) The Tranche A Borrowers mayBorrower Representative (on behalf of any Borrower) shall have the right, upon not less than one Business Day’s notice to the Administrative AgentAgent (which will promptly notify the Lenders thereof), to terminate the Tranche A U.S. Facility Commitments or the Tranche A Canadian Facility Commitments, respectively, or, from time to time permanently time, to reduce the Aggregate amount of the Tranche A Commitments; TCCI may, upon notice to the U.S. Facility Commitments or Tranche A Canadian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche B Facility Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitmentsrespectively; provided that (i) any no such notice shall be received by the Administrative Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 a.m. (Pacific time), on the Business Day immediately prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 or any whole multiple of US$5,000,000 in excess thereof, (iii) such Borrower shall not terminate or reduce such Aggregate Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Revolving Credit Loans and Swing Line Loans made on the effective date thereof, the Total Outstandings applicable to such Borrower Aggregate Tranche A U.S. Facility Lender Exposure or the Aggregate Tranche A Canadian Facility Lender Exposure, as the case may be, would exceed the Aggregate applicable Commitments then in effect. Any such reduction shall be in an amount equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof and shall reduce permanently the applicable Commitments then in effect. (b) The Borrower Representative (on behalf of any Borrower) shall have the right, upon not less than one Business Day’s notice to the Administrative Agent (which will promptly notify the Lenders thereof), to terminate the Tranche A-1 U.S. Facility Commitments or the Tranche A-1 Canadian Facility Commitments, respectively, or, from time to time, to reduce the amount of the Tranche A-1 U.S. Facility Commitments or Tranche A-1 Canadian Facility Commitments, respectively, and, notwithstanding anything in this Agreement to the contrary, in connection with such Borrowertermination or reduction, to prepay the Tranche A-1 U.S. Facility Revolving Credit Loans and the Tranche A-1 Canadian Facility Revolving Credit Loans without first repaying the Tranche A U.S. Facility Revolving Credit Loans and the Tranche A Canadian Facility Revolving Credit Loans; provided that (ivx) no such termination or reduction shall be permitted if, after giving effect thereto and to any reduction prepayments of the Aggregate CommitmentsRevolving Credit Loans made on the effective date thereof, the Swing Line Sublimit exceeds the amount of Aggregate Tranche A-1 Canadian Facility Lender Exposure or the Aggregate CommitmentsTranche A-1 U.S. Facility Lender Exposure, as the case may be, would exceed the applicable Commitments then in effect and (y) after giving pro forma effect to such Sublimit termination or reduction and prepayment and any reallocation pursuant to clause (c) of this subsection 2.3, the Payment Condition is satisfied. Any such reduction shall be automatically reduced by in an amount equal to $1,000,000 or a whole multiple of $500,000 in excess thereof and shall, except as provided in clause (c) of this subsection 2.3, reduce permanently the amount of such excess. The Administrative Agent will promptly notify applicable Commitments then in effect. (i) At the Lenders time of any such notice of termination or reduction of the Aggregate Tranche A-1 U.S. Facility Commitments or the Tranche A-1 Canadian Facility Commitments as set forth in clause (b) of this subsection 2.3, but without duplication of any increase permitted pursuant to subsection 2.6, the Tranche A-1 U.S. Facility Commitments or the Tranche A-1 Canadian Facility Commitments so terminated or reduced may be added, in whole or in part, at the Parent Borrower’s option, to the then outstanding Tranche A U.S. Facility Commitments or Tranche A Canadian Facility Commitments. Any , as applicable, in the manner set forth in clause (ii) below. (ii) (x) In the case of Lenders that, as of immediately prior to any such termination or reduction, have (within the same branch and legal entity, as applicable) both Tranche A U.S. Facility Commitments and Tranche A-1 U.S. Facility Commitments and/or both Tranche A Canadian Facility Commitments and Tranche A-1 Canadian Facility Commitments, the Tranche A U.S. Facility Commitments or Tranche A Canadian Facility Commitments, as applicable, of such Lenders whose Tranche A-1 U.S. Facility Commitments or Tranche A-1 Canadian Facility Commitments are being so terminated or reduced shall be automatically increased by the amount so terminated or reduced, and (y) in the case of any Tranche A-1 U.S. Facility Commitments or Tranche A-1 Canadian Facility Commitments being so terminated or reduced that are not automatically reallocated pursuant to the immediately preceding clause (x), the Parent Borrower may seek to obtain like amounts of such Commitments in the form of Tranche A U.S. Facility Commitments or Tranche A Canadian Facility Commitments, as applicable, from existing Lenders or any other Persons; provided, however, that (1) no Lender shall be obligated to provide any such Commitments as a result of any such request by the Parent Borrower, and (2) any Additional Lender which is not an existing Lender shall be subject to the approval of the Administrative Agent, theeach Swing Line Lender, each Issuing Lender and the Borrowers (each such approval not to be unreasonably withheld). (d) (i) At the time of any termination or reduction of the Aggregate Tranche A Canadian Facility Commitments shall as set forth in clause (a) of this subsection 2.3, but without duplication of any increase permitted pursuant to subsection 2.6, the Tranche A Canadian Facility Commitments so terminated or reduced may be applied added, in whole or in part, at the Parent Borrower’s option, to the applicable Commitment of each appropriate Lender according to its Pro Rata Share. All facility fees accrued for then outstanding Tranche A U.S. Facility Commitments, in the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such terminationmanner set forth in clause (ii) below.

Appears in 1 contract

Sources: Abl Credit Agreement (Veritiv Corp)

Termination or Reduction of Commitments. (a) The Tranche A Domestic Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Domestic Commitments, the Domestic Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Canadian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche B Domestic Commitments, the Domestic Letter of Credit Sublimit or from time to time permanently reduce the Aggregate Tranche B CommitmentsSwing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 11:00 a.m. (Pacific time), on the five Business Day immediately Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 $10,000,000 or any whole multiple of US$5,000,000 $1,000,000 in excess thereof, (iii) such Borrower the Domestic Borrowers shall not terminate or reduce such Aggregate (A) the Domestic Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings applicable Outstanding Amount of the sum of Domestic Loans, L/C Obligations with respect to such Borrower Domestic Letters of Credit and Swing Line Loans would exceed the Aggregate Commitments applicable Domestic Commitments, (B) the Domestic Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations with respect to such BorrowerDomestic Letters of Credit not fully Cash Collateralized hereunder would exceed the Domestic Letter of Credit Sublimit, and (ivC) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit. If, after giving effect to any reduction of the Aggregate Domestic Commitments, the Domestic Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate remaining Domestic Commitments, such Domestic Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. (b) The Canadian Borrower may, upon irrevocable notice from the Canadian Borrower to the Agent, terminate the Canadian Commitments or the Canadian Letter of Credit Sublimit or from time to time permanently reduce the Canadian Commitments or the Canadian Letter of Credit Sublimit; provided that (i) any such notice shall be received by the Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $500,000 in excess thereof, (iii) the Canadian Borrower shall not terminate or reduce (A) the Canadian Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Canadian Total Outstandings would exceed the Canadian Commitments or (B) the Canadian Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations with respect to Canadian Letters of Credit not fully Cash Collateralized hereunder would exceed the Canadian Letter of Credit Sublimit. If, after giving effect to any reduction of the Canadian Commitments, the Canadian Letter of Credit Sublimit exceeds the amount of the remaining Canadian Commitments, such Canadian Letter of Credit Sublimit shall be automatically reduced by the amount of such excess. Any amount of the Canadian Loans so repaid may not be re-borrowed and any portion of the Canadian Commitments which are reduced or terminated may not be reinstated. (c) The Administrative Agent will promptly notify the Domestic Lenders or the Canadian Lenders, as applicable, of any such notice of termination or reduction of the Aggregate CommitmentsDomestic Letter of Credit Sublimit, Canadian Letter of Credit Sublimit, Swing Line Sublimit or any Commitments under this Section 2.06. Any Upon any reduction of any Commitments, the Aggregate Commitments shall be applied to the applicable Commitment of each appropriate Lender according to its Pro Rata Shareshall be reduced by such Lender’s Applicable Percentage of such reduction amount. All facility fees accrued for the account (including, without limitation, commitment fees, and Letter of Credit Fees) and interest in respect of the applicable Borrower Commitments accrued until the effective date of any termination of the applicable Aggregate such Commitments shall be paid on the effective date of such termination.

Appears in 1 contract

Sources: Credit Agreement (Restoration Hardware Holdings Inc)

Termination or Reduction of Commitments. The Company may (a) The Tranche A Borrowers may, upon notice to the U.S. Administrative Agent, terminate or and/or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, U.S. Commitments and/or (b) upon notice to the Canadian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche B Commitments, or and/or from time to time permanently reduce the Aggregate Tranche B Canadian Commitments; provided that (i) any such notice shall be received by the applicable Administrative Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 11:00 a.m. (Pacific time), on the five Business Day immediately Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 $1,000,000 or any whole multiple of US$5,000,000 $1,000,000 in excess thereof, in the case of the Aggregate U.S. Commitments, and CDN$ 1,000,000 or any whole multiple of CDN$ 1,000,000 in excess thereof, in the case of the Aggregate Canadian Commitments, (iii) such Borrower the Company shall not terminate or reduce such the Aggregate U.S. Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total U.S. Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such BorrowerU.S. Commitments, and (iv) the Company shall not terminate or reduce the Aggregate Canadian Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Canadian Outstandings would exceed the Aggregate Canadian Commitments, (v) if, after giving effect to any reduction of the Aggregate U.S. Commitments, the U.S. Letter of Credit Sublimit, the U.S. Swing Line Sublimit or the Alternative Currency Sublimit exceeds the amount of the Aggregate U.S. Commitments, such Sublimit shall be automatically reduced by the amount of such excess, and (vi) if, after giving effect to any reduction of the Aggregate Canadian Commitments, the Canadian Letter of Credit Sublimit or the Canadian Swing Line Sublimit exceeds the amount of the Aggregate Canadian Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The applicable Administrative Agent will promptly notify the applicable Lenders of any such notice of termination or reduction of Commitments. The amount of any such Commitment reduction shall not be applied to the Aggregate CommitmentsAlternative Currency Sublimit or the U.S. Letter of Credit Sublimit or the Canadian Letter of Credit Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate U.S. Commitments and/or Aggregate Canadian Commitments shall be applied to the applicable appropriate Commitment of each appropriate affected Lender according to its Pro Rata ShareApplicable Percentage. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such termination.

Appears in 1 contract

Sources: Credit Agreement (Greenbrier Companies Inc)

Termination or Reduction of Commitments. The Parent Borrower (aon behalf of itself and each other Borrower) The Tranche A Borrowers mayshall have the right, upon not less than three (3) Business Days’ notice to the U.S. Administrative AgentAgent (which will promptly notify the Lenders thereof), to terminate or the Incremental Term Loan Commitments, U.S. RCF Commitments, Canadian RCF Commitments or, from time to time permanently time, to reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to amount of the Canadian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche B Incremental Term Loan Commitments, U.S. RCF Commitments or from time to time permanently reduce the Aggregate Tranche B Canadian RCF Commitments; provided that (i) any such notice shall be received of termination delivered by the Parent Borrower in connection with a repayment of all outstanding Obligations may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Parent Borrower (by written notice to the U.S. Administrative Agent on or the Canadian Sub-Agent, as applicable, not later than 10:00 a.m. (Pacific time), on the Business Day immediately prior to the date of specified effective date) if such condition is not satisfied; provided further that no such termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 or any whole multiple of US$5,000,000 in excess thereof, (iii) such Borrower shall not terminate or reduce such Aggregate Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such Borrower, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the RCF Loans and Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the applicable Commitment of each appropriate Lender according to its Pro Rata Share. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid Loans made on the effective date thereof, (a) the aggregate principal amount of the U.S. RCF Loans and Swing Line Loans then outstanding, when added to the sum of the then outstanding U.S. RCF L/C Obligations, would exceed the U.S. RCF Commitments then in effect or (b) the aggregate principal amount of the Canadian RCF Loans then outstanding (including in the case of Canadian RCF Loans then outstanding in any Canadian Dollars, the Dollar Equivalent of the aggregate principal amount thereof), when added to the sum of the then outstanding Canadian RCF L/C Obligations, would exceed the Canadian RCF Commitments then in effect. Any such terminationreduction shall be in an amount equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof and shall reduce permanently the applicable Commitments then in effect (or, if the Commitments then available (as calculated in accordance with subsections 2.1(a) and (b)) are less than $5,000,000, such lesser amount).

Appears in 1 contract

Sources: Credit Agreement (RSC Equipment Rental, Inc.)

Termination or Reduction of Commitments. (a) The Tranche A Borrowers U.S. Borrower may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Canadian Sub-Agent and the Administrative Agent, terminate Commitments (including the Aggregate Tranche B Canadian Commitments), or from time to time permanently reduce the Aggregate Tranche B Commitments (and proportionately reduce the Aggregate Canadian Commitments); provided that (i) any such notice shall be received by the Administrative Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 11:00 a.m. (Pacific time), on the two Business Day immediately Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 U.S. $10,000,000 or any whole multiple of US$5,000,000 U.S. $1,000,000 in excess thereof, (iii) such the U.S. Borrower shall not terminate or reduce such the Aggregate Commitments (and the Aggregate Canadian Commitments, if applicable) if, after giving effect thereto and to any concurrent prepayments hereunder, (1) the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such BorrowerCommitments, and (2) the Total U.S. Outstandings would exceed the Aggregate U.S. Commitments, or (3) the Total Canadian Outstandings would exceed the Aggregate Canadianthe Total Outstandings would exceed the Aggregate Commitments, (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Swing Line Letter of Credit Sublimit exceeds the amount of the Aggregate Commitments, such Sublimitsublimit shall be automatically reduced by the amount of such excess, and (v) if, after giving effect to any reduction of the Aggregate Commitments, the U.S. Swing Line Sublimit exceeds the amount of the Aggregate U.S. Commitments or the Canadian Swing Line Sublimit exceeds the Aggregate Canadian Commitments, such sublimitssublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the applicable U.S. Commitment of each appropriate Lender according to its such Lender’s Pro Rata Share. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such termination.

Appears in 1 contract

Sources: Credit Agreement (Devon Energy Corp/De)

Termination or Reduction of Commitments. (a) The Tranche A Borrowers Company may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Canadian Sub-Agent and the Administrative Applicable Agent, terminate the Aggregate Tranche B Commitments or the Aggregate Canadian Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments or the Aggregate Canadian Commitments; provided that (i) any such notice shall be received by the Administrative Applicable Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 9:00 a.m. (Pacific or, in the case of a reduction of the Canadian Commitments, 11:00 a.m., Eastern time), on the five Business Day immediately Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 $10,000,000 or any whole multiple of US$5,000,000 $1,000,000 in excess thereof, (iii) such Borrower the Company shall not terminate or reduce such the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such BorrowerCommitments, and (iv) the Company shall not terminate or reduce the Aggregate Canadian Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Canadian Outstandings would exceed the Aggregate Canadian Commitments, (v) if, after giving effect to any reduction of the Aggregate Commitments, the Swing Line Letter of Credit Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess, and (vi) if, after giving effect to any reduction of the Aggregate Commitments, the Aggregate Canadian Commitments exceed the amount of the Aggregate Commitments, the Aggregate Canadian Commitments shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments and the Canadian Administrative Agent will promptly notify the Canadian Lenders of any such notice of termination or reduction of the Aggregate Canadian Commitments. Any reduction of the Aggregate Commitments or Aggregate Canadian Commitments shall be applied to the applicable Commitment of each appropriate Lender or the Canadian Commitment of each Canadian Lender, as the case may be, according to its Pro Rata Share or its Canadian Pro Rata Share, as the case may be. All facility and utilization fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such termination.

Appears in 1 contract

Sources: Credit Agreement (McKesson Corp)

Termination or Reduction of Commitments. (a) The Tranche A Borrowers Company may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Canadian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche B Revolving Commitments, or from time to time permanently reduce the Aggregate Tranche B Revolving Commitments; provided that (i) any such notice shall be received by the Administrative Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 11:00 a.m. five (Pacific time), on the 5) Business Day immediately Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 $10,000,000 or any whole multiple of US$5,000,000 $1,000,000 in excess thereof, (iii) such Borrower the Company shall not terminate or reduce such the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such BorrowerRevolving Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Alternative Currency Sublimit, Canadian Dollar Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Sublimit sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. Subject to clause (iv) of the CHAR1\1982698v3 proviso to the first sentence in this Section 2.07(a), the amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Canadian Dollar Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Revolving Commitments shall be applied to the applicable Commitment of each appropriate Lender according to its Pro Rata ShareApplicable Percentage. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Revolving Commitments shall be paid on the effective date of such termination. (b) The Company may, upon irrevocable notice to the Administrative Agent (such notice, a “Revolving Commitment Reserve Notice”), request that a portion of the Aggregate Revolving Commitments be reserved on a dollar-for-dollar basis in an amount equal to the Outstanding Amount of the Term B Loan on the date of such notice; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the effective date of such reservation, (ii) during the period from the date that is five (5) Business Days after the date of delivery to the Administrative Agent of the Revolving Commitment Reserve Notice through the date on which the then Outstanding Amount of the Term B Loan has been paid in full (such period, the “Revolving Commitment Reserve Period”), the portion of the Aggregate Revolving Commitments so reserved pursuant to this Section 2.07(b) shall be equal at all times to the Outstanding Amount of the Term B Loan (and, for the avoidance of doubt, the amount so reserved shall be automatically reduced by any repayment or prepayment of the Term B Loan on a dollar-for-dollar basis by an amount equal to such repayment or prepayment, as applicable, and the Aggregate Revolving Commitments not reserved pursuant to this Section 2.07(b) shall be automatically increased on a dollar-for-dollar basis by the amount of such reduction to the amount so reserved), (iii) notwithstanding anything to the contrary contained in this Agreement, during the Revolving Commitment Reserve Period the portion of the Aggregate Revolving Commitments so reserved pursuant to this Section 2.07(b) shall not be available to the Borrowers for any Credit Extensions except to repay or prepay, in whole or in part, the Term B Loan, (iv) during the Revolving Commitment Reserve Period, the Total Revolving Outstandings shall not exceed, on any date of determination, the difference of (A) the Aggregate Revolving Commitments then in effect minus (B) the Outstanding Amount of the Term B Loan on such date, and (v) during the Revolving Commitment Reserve Period, none of the Alternative Currency Sublimit, the Canadian Dollar Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit shall exceed, on any date of determination, the difference of (A) the Aggregate Revolving Commitments then in effect minus (B) the Outstanding Amount of the Term B Loan on such date (it being understood and agreed that in the event of any such excess, the Alternative Currency Sublimit, Canadian Dollar Sublimit, the Letter of Credit Sublimit and/or the Swing Line Sublimit shall be automatically reduced by the amount of such excess on a temporary basis until the elimination of such excess). For the avoidance of doubt, immediately upon the payment in full of the then Outstanding Amount of the Term B Loan and at all times following the end of the Revolving Commitment Reserve Period, all Aggregate Revolving Commitments reserved pursuant to this Section 2.07(b) shall immediately and automatically cease to be reserved pursuant hereto and shall be and remain available under and in accordance with (and subject to the other terms and conditions of) this Agreement. The Administrative Agent will promptly notify the Lenders of its receipt of any Revolving Commitment Reserve Notice and of the payment in full of the then Outstanding Amount of the Term B Loan ending the Revolving Commitment Reserve Period.

Appears in 1 contract

Sources: Credit Agreement (Celestica Inc)

Termination or Reduction of Commitments. (a) The Tranche A Borrowers US Borrower may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Canadian Sub-Agent and the Administrative Agent, terminate Commitments (including the Aggregate Tranche B Canadian Commitments), or from time to time permanently reduce the Aggregate Tranche B Commitments (and proportionately reduce the Aggregate Canadian Commitments); provided that (i) any such notice shall be received by the Administrative Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 11:00 a.m. (Pacific time), on the two Business Day immediately Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 US $10,000,000 or any whole multiple of US$5,000,000 US $1,000,000 in excess thereof, (iii) such the US Borrower shall not terminate or reduce such the Aggregate Commitments (and the Aggregate Canadian Commitments, if applicable) if, after giving effect thereto and to any concurrent prepayments hereunder, (1) the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such BorrowerCommitments, (2) the Total US Outstandings would exceed the Aggregate US Commitments, or (3) the Total Canadian Outstandings would exceed the Aggregate Canadian Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the US Letter of Credit Sublimit or the US Swing Line Sublimit exceeds the amount of the Aggregate US Commitments or the Canadian Letter of Credit Sublimit or the Canadian Swing Line Sublimit exceeds the Aggregate Canadian Commitments, such Sublimit Sublimits shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the applicable US Commitment of each appropriate Lender according to its such Lender’s Pro Rata Share. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such termination.

Appears in 1 contract

Sources: Credit Agreement (Devon Energy Corp/De)

Termination or Reduction of Commitments. (a) The Tranche A On December 29, 2008, the Domestic Commitments shall be automatically and permanently reduced to $850,000,000, without any further action on the part of the Agents, the Lenders or the Borrowers. Such reduction shall be applied ratably to the Domestic Commitments of each Lender. At the effective time of such reduction, the Domestic Borrowers mayshall pay to the Administrative Agent for application as provided herein (i) all Commitment Fees accrued on the amount of the Domestic Commitments so reduced through the date thereof, upon and (ii) any amount by which the Credit Extensions outstanding on such date exceed the amount to which the Domestic Commitments are to be reduced effective on such date (and, if, after giving effect to the prepayment in full of all outstanding Loans such Credit Extensions have not been so reduced, deposit cash into the applicable Cash Collateral Account in an amount equal to 103% of the Letters of Credit Outstanding to the extent necessary in order that the Credit Extensions do not exceed the Domestic Commitments as so reduced), in each case pro rata based on the amount prepaid. (b) On the earlier of January 17, 2009 (or such later date agreed by the Canadian Lenders) and the closing and initial funding of the Term Loan, the Canadian Commitments shall be automatically and permanently reduced to $50,000,000, without any further action on the part of the Agents, the Lenders or the Borrowers. Such reduction shall be applied ratably to the Canadian Commitments of each Canadian Lender. At the effective time of such reduction, the Canadian Borrower shall pay to the Canadian Agent for application as provided herein (i) all Commitment Fees accrued on the amount of the Canadian Commitments so reduced through the date thereof, and (ii) any amount by which the Credit Extensions to the Canadian Borrower outstanding on such date exceed the amount to which the Canadian Commitments are to be reduced effective on such date (and, if, after giving effect to the prepayment in full of all outstanding Loans such Credit Extensions have not been so reduced, deposit cash into the applicable Cash Collateral Account in an amount equal to 103% of the Letters of Credit Outstanding of the Canadian Borrower to the extent necessary in order that the Credit Extensions do not exceed the Canadian Commitments as so reduced), in each case pro rata based on the amount prepaid. (c) Upon at least two (2) Business Days’ prior written notice to the Administrative Agent, terminate or from the Lead Borrower may at any time to time in whole permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Canadian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche B Commitmentsterminate, or from time to time in part permanently reduce reduce, the Aggregate Tranche B Domestic Commitments; provided that . Each such reduction shall be in the principal amount of $10,000,000 or any integral multiple thereof. Each such reduction or termination shall (i) any be applied ratably to the Domestic Commitments of each Lender and (ii) be irrevocable when given (other than to the extent that such notice reduction is in connection with a refinancing of the Obligations which is not consummated). At the effective time of each such reduction or termination, the Domestic Borrowers shall be received by pay to the Administrative Agent or the Canadian Sub-Agent, for application as applicable, not later than 10:00 a.m. provided herein (Pacific time), i) all Commitment Fees accrued on the Business Day immediately prior to amount of the Domestic Commitments so terminated or reduced through the date of termination or reductionthereof, and (ii) any amount by which the Credit Extensions outstanding on such partial reduction shall be in an aggregate amount of US$25,000,000 or any whole multiple of US$5,000,000 in excess thereof, (iii) such Borrower shall not terminate or reduce such Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings applicable to such Borrower would date exceed the Aggregate amount to which the Domestic Commitments applicable are to be reduced effective on such Borrowerdate (and, and (iv) if, after giving effect to any reduction the prepayment in full of all outstanding Loans such Credit Extensions have not been so reduced, deposit cash into the applicable Cash Collateral Account in an amount equal to 103% of the Aggregate CommitmentsLetters of Credit Outstanding to the extent necessary in order that the Credit Extensions do not exceed the Domestic Commitments as so reduced), in each case pro rata based on the amount prepaid. (d) Upon at least two (2) Business Days’ prior written notice to the Canadian Agent, the Swing Line Sublimit exceeds Canadian Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Canadian Commitments. Each such reduction shall be in the principal amount of $10,000,000 or any integral multiple thereof. Each such reduction or termination shall (i) be applied ratably to the Canadian Commitments of each Canadian Lender and (ii) be irrevocable when given (other than to the extent that such reduction is in connection with a refinancing of the Obligations which is not consummated). At the effective time of each such reduction or termination, the Canadian Borrower shall pay to the Canadian Agent for application as provided herein (i) all Canadian Commitment Fees accrued on the amount of the Aggregate CommitmentsCanadian Commitments so terminated or reduced through the date thereof, and (ii) any amount by which the Credit Extensions to the Canadian Borrower outstanding on such Sublimit date exceed the amount to which the Canadian Commitments are to be reduced effective on such date (and, if, after giving effect to the prepayment in full of all outstanding Loans to the Canadian Borrower such Credit Extensions have not been so reduced, deposit cash into the applicable Cash Collateral Account in an amount equal to 103% of the Letters of Credit Outstanding of the Canadian Borrower to the extent necessary in order that the Credit Extensions to the Canadian Borrower do not exceed the Canadian Commitments as so reduced), in each case pro rata based on the amount prepaid. (e) The Canadian Commitments shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the applicable Commitment of each appropriate Lender according to its Pro Rata Share. All facility fees accrued for the account of the applicable Borrower until the effective date of terminated upon any termination of the applicable Aggregate Commitments shall be paid on the effective date of such terminationDomestic Commitments.

Appears in 1 contract

Sources: Senior Secured, Super Priority, Debtor in Possession Credit Agreement

Termination or Reduction of Commitments. (a) The Tranche A Borrowers mayBorrower Representative (on behalf of any Borrower) shall have the right, upon not less than one Business Day’s notice to the Administrative AgentAgent (which will promptly notify the Lenders thereof), to terminate the Tranche A U.S. Facility Commitments or the Tranche A Canadian Facility Commitments, respectively, or, from time to time permanently time, to reduce the Aggregate amount of the Tranche A Commitments; TCCI may, upon notice to the U.S. Facility Commitments or Tranche A Canadian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche B Facility Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitmentsrespectively; provided that (i) any no such notice shall be received by the Administrative Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 a.m. (Pacific time), on the Business Day immediately prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 or any whole multiple of US$5,000,000 in excess thereof, (iii) such Borrower shall not terminate or reduce such Aggregate Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Revolving Credit Loans and Swing Line Loans made on the effective date thereof, the Total Outstandings applicable to such Borrower Aggregate Tranche A U.S. Facility Lender Exposure or the Aggregate Tranche A Canadian Facility Lender Exposure, as the case may be, would exceed the Aggregate applicable Commitments then in effect. Any such reduction shall be in an amount equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof and shall reduce permanently the applicable Commitments then in effect. (b) The Borrower Representative (on behalf of any Borrower) shall have the right, upon not less than one Business Day’s notice to the Administrative Agent (which will promptly notify the Lenders thereof), to terminate the Tranche A-1 U.S. Facility Commitments or the Tranche A-1 Canadian Facility Commitments, respectively, or, from time to time, to reduce the amount of the Tranche A-1 U.S. Facility Commitments or Tranche A-1 Canadian Facility Commitments, respectively, and, notwithstanding anything in this Agreement to the contrary, in connection with such Borrowertermination or reduction, to prepay the Tranche A-1 U.S. Facility Revolving Credit Loans and the Tranche A-1 Canadian Facility Revolving Credit Loans without first repaying the Tranche A U.S. Facility Revolving Credit Loans and the Tranche A Canadian Facility Revolving Credit Loans; provided that (ivx) no such termination or reduction shall be permitted if, after giving effect thereto and to any reduction prepayments of the Aggregate CommitmentsRevolving Credit Loans made on the effective date thereof, the Swing Line Sublimit exceeds the amount of Aggregate Tranche A-1 Canadian Facility Lender Exposure or the Aggregate CommitmentsTranche A-1 U.S. Facility Lender Exposure, as the case may be, would exceed the applicable Commitments then in effect and (y) after giving pro forma effect to such Sublimit termination or reduction and prepayment and any reallocation pursuant to clause (c) of this subsection 2.3, the Payment Condition is satisfied. Any such reduction shall be automatically reduced by in an amount equal to $1,000,000 or a whole multiple of $500,000 in excess thereof and shall, except as provided in clause (c) of this subsection 2.3, reduce permanently the amount of such excess. The Administrative Agent will promptly notify applicable Commitments then in effect. (c) (i) At the Lenders time of any such notice of termination or reduction of the Aggregate Commitments. Any reduction Tranche A-1 U.S. Facility Commitments or the Tranche A-1 Canadian Facility Commitments as set forth in clause (b) of this subsection 2.3, but without duplication of any increase permitted pursuant to subsection 2.6, the Aggregate Tranche A-1 U.S. Facility Commitments shall or the Tranche A-1 Canadian Facility Commitments so terminated or reduced may be applied added, in whole or in part, at the Parent Borrower’s option, to the applicable Commitment of each appropriate Lender according to its Pro Rata Share. All facility fees accrued for then outstanding Tranche A U.S. Facility Commitments or Tranche A Canadian Facility Commitments, as applicable, in the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such terminationmanner set forth in clause (ii) below.

Appears in 1 contract

Sources: Abl Credit Agreement (Veritiv Corp)

Termination or Reduction of Commitments. (a) The Tranche A Borrowers Company may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Canadian Sub-Agent and the Administrative Applicable Agent, terminate the Aggregate Tranche B Commitments or the Aggregate Canadian Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments or the Aggregate Canadian Commitments; provided that (i) any such notice shall be received by the Administrative Applicable Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 9:00 a.m. or, in the case of a reduction of the Canadian Commitments, 11:00 a.m. (Pacific Eastern time), on the ) five Business Day immediately Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 $10,000,000 or any whole multiple of US$5,000,000 $1,000,000 in excess thereof, (iii) such Borrower the Company shall not terminate or reduce such the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such BorrowerCommitments, and (iv) the Company shall not terminate or reduce the Aggregate Canadian Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Canadian Outstandings would exceed the Aggregate Canadian Commitments, (v) if, after giving effect to any reduction of the Aggregate Commitments, the Swing Line Letter of Credit Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess, and (vi) if, after giving effect to any reduction of the Aggregate Commitments, the Aggregate Canadian Commitments exceed the amount of the Aggregate Commitments, the Aggregate Canadian Commitments shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments and the Canadian Administrative Agent will promptly notify the Canadian Lenders of any such notice of termination or reduction of the Aggregate Canadian Commitments. Any reduction of the Aggregate Commitments or Aggregate Canadian Commitments shall be applied to the applicable Commitment of each appropriate Lender or the Canadian Commitment of each Canadian Lender, as the case may be, according to its Pro Rata Share or its Canadian Pro Rata Share, as the case may be. All facility and utilization fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such termination.

Appears in 1 contract

Sources: Credit Agreement (McKesson Corp)

Termination or Reduction of Commitments. (a) The Tranche A Borrowers Company may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Canadian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche B Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments; provided that (i) any such notice shall be received by the Administrative Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 a.m. (Pacific time), on the 12:00 p.m. two Business Day immediately Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 $1,000,000 or any whole multiple of US$5,000,000 $1,000,000 in excess thereof, (iii) such Borrower the Company shall not terminate or reduce such the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such BorrowerCommitments, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Canadian Dollar Sublimit, the Designated Borrower Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. The amount of any such Aggregate Commitment reduction shall not be applied to the Canadian Dollar Sublimit, the Designated Borrower Sublimit or the Swing Line Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Commitments shall be applied to the applicable Commitment of each appropriate Lender according to its Pro Rata ShareApplicable Percentage. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such termination.

Appears in 1 contract

Sources: Credit Agreement (Plains All American Pipeline Lp)

Termination or Reduction of Commitments. (a) The Tranche A Borrowers US Facility Borrower may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Canadian Sub-Agent and the Administrative Agent, terminate Commitments (including the Aggregate Tranche B Canadian Commitments), or from time to time permanently reduce the Aggregate Tranche B Commitments (and to the extent specified in such notice reduce the Aggregate Canadian Commitments); provided that (i) any such notice shall be received by the Administrative Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 11:00 a.m. (Pacific time), on the two Business Day immediately Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 US $10,000,000 or any whole multiple of US$5,000,000 US $1,000,000 in excess thereof, (iii) such the US Facility Borrower shall not terminate or reduce such the Aggregate Commitments (and the Aggregate Canadian Commitments, if applicable) if, after giving effect thereto and to any concurrent prepayments hereunder, (1) the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such BorrowerCommitments, (2) the Total US Outstandings would exceed the Aggregate US Commitments, or (3) the Total Canadian Outstandings would exceed the Aggregate Canadian Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the US Letter of Credit Sublimit or the US Swing Line Sublimit exceeds the amount of the Aggregate US Commitments or the Canadian Letter of Credit Sublimit or the Canadian Swing Line Sublimit exceeds the Aggregate Canadian Commitments, such Sublimit Sublimits shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the applicable US Commitment of each appropriate Lender according to its such Lender’s Pro Rata Share. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such termination.

Appears in 1 contract

Sources: Credit Agreement (Burlington Resources Inc)

Termination or Reduction of Commitments. (a) The Tranche A Borrowers U.S. Borrower may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Canadian Sub-Agent and the Administrative Agent, terminate Commitments (including the Aggregate Tranche B Canadian Commitments), or from time to time permanently reduce the Aggregate Tranche B Commitments (and proportionately reduce the Aggregate Canadian Commitments); provided that (i) any such notice shall be received by the Administrative Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 11:00 a.m. (Pacific time), on the two Business Day immediately Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 U.S. $10,000,000 or any whole multiple of US$5,000,000 U.S. $1,000,000 in excess thereof, (iii) such the U.S. Borrower shall not terminate or reduce such the Aggregate Commitments (and the Aggregate Canadian Commitments, if applicable) if, after giving effect thereto and to any concurrent prepayments hereunder, (1) the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such BorrowerCommitments, and (2) the Total U.S. Outstandings would exceed the Aggregate U.S. Commitments, or (3) the Total Canadian Outstandings would exceed the Aggregate Canadian Commitments, (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Swing Line Letter of Credit Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess, and (v) if, after giving effect to any reduction of the Aggregate Commitments, the U.S. Swing Line Sublimit exceeds the amount of the Aggregate U.S. Commitments or the Canadian Swing Line Sublimit exceeds the Aggregate Canadian Commitments, such Sublimits shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the applicable U.S. Commitment of each appropriate Lender according to its such Lender’s Pro Rata Share. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such termination.

Appears in 1 contract

Sources: Credit Agreement (Devon Energy Corp/De)

Termination or Reduction of Commitments. (a) The Tranche A Borrowers may, upon notice to the NYDOCS03/828370 Administrative Agent, terminate the Aggregate Tranche A Commitments, or from time to time permanently reduce the Aggregate Tranche A Commitments; TCPR may, upon notice to the Administrative Agent, terminate the Aggregate Tranche B Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments; TCCI may, upon notice to the Canadian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche B C Commitments, or from time to time permanently reduce the Aggregate Tranche B C Commitments; and TLG may, upon notice to the Administrative Agent, terminate the Aggregate Tranche D Commitments, or from time to time permanently reduce the Aggregate Tranche D Commitments; provided that (i) any such notice shall be received by the Administrative Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 a.m. (Pacific time), on the three Business Day immediately Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 or any whole multiple of US$5,000,000 in excess thereof, (iii) such Borrower shall not terminate or reduce such Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such Borrower, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the applicable Commitment of each appropriate Lender according to its Pro Rata Share. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such termination.

Appears in 1 contract

Sources: 364 Day Credit Agreement (Toyota Motor Credit Corp)

Termination or Reduction of Commitments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, terminate the Aggregate Tranche A Commitments, or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI , TCPR may, upon notice to the Canadian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche B Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments, TCCI may, upon notice to the NYDOCS03/828371 Canadian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche C Commitments, or from time to time permanently reduce the Aggregate Tranche C Commitments and TLG may, upon notice to the Administrative Agent, terminate the Aggregate Tranche D Commitments, or from time to time permanently reduce the Aggregate Tranche D Commitments; provided that (i) any such notice shall be received by the Administrative Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 a.m. (Pacific time), on the three Business Day immediately Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 or any whole multiple of US$5,000,000 in excess thereof, (iii) such Borrower shall not terminate or reduce such Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such Borrower, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the applicable Commitment of each appropriate Lender according to its Pro Rata Share. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such termination.

Appears in 1 contract

Sources: Credit Agreement (Toyota Motor Credit Corp)