Reduction of Commitments. The Tranche A Revolving Credit Commitments and the Tranche B Revolving Credit Commitments shall terminate on the Maturity Date applicable thereto or earlier termination thereof pursuant to the terms of this Agreement. The Borrower may reduce the Tranche A Revolving Credit Commitments or the Tranche B Revolving Credit Commitments (on a pro rata basis together with any Extended Classes arising from such Tranche as the Originating Class) to an amount (which may be zero) not less than the sum of (A) the Tranche A Revolving Credit Exposure or the Tranche B Revolving Credit Exposure, as applicable, as of such date, plus (B) the principal amount of all Tranche A Loans or Tranche B Loans, as applicable, not yet made as to which a request has been given by the Borrower under Section 2.2(a). Each such reduction shall be in an amount which is not less than $500,000 (unless the relevant Revolving Credit Commitments of a particular Class are being reduced to zero and the amount of the relevant Revolving Credit Commitments in effect immediately prior to such reduction are less than $500,000), shall be made by providing not less than ten Business Days prior written notice to the Administrative Agent, and shall be irrevocable. The Revolving Credit Commitments, once reduced, may not be increased. Each such reduction of the Tranche A Revolving Credit Commitments or the Tranche B Revolving Credit Commitments shall reduce the Tranche A Revolving Credit Commitments or the Tranche B Revolving Credit Commitments of each Tranche A Lender or Tranche B Lender, as applicable, proportionately in accordance with its ratable share thereof. In connection with any reduction in the Revolving Credit Commitments prior to the Latest Maturity Date, if the Borrower owns any Margin Stock, the Borrower shall deliver to the Administrative Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and delivered by the Borrower, together with such other US-DOCS\148017393.28 documentation as the Administrative Agent shall reasonably request, in order to enable the Agents and the Lenders to comply with any of the requirements under Regulations T, U or X of the Board of Governors.
Appears in 1 contract
Reduction of Commitments. The Tranche A (i) Revolving Credit Commitments and the Tranche B Commitments. The Total Revolving Credit Commitments Commitment shall terminate on the Final Maturity Date applicable thereto Date. On or earlier termination thereof pursuant to after the terms first anniversary of this Agreement. The the Effective Date, the Borrower may may, without premium or penalty, reduce the Tranche A Total Revolving Credit Commitments or the Tranche B Revolving Credit Commitments (on a pro rata basis together with any Extended Classes arising from such Tranche as the Originating Class) Commitment to an amount (which may be zero) not less than the sum of (A) the Tranche A aggregate unpaid principal amount of all Revolving Credit Exposure or the Tranche B Revolving Credit ExposureLoans then outstanding, as applicable, as of such date, plus (B) the aggregate principal amount of all Tranche A Revolving Loans or Tranche B Loans, as applicable, not yet made as to which a request Notice of Borrowing has been given by the Borrower under Section 2.2(a)2.02, (C) the Letter of Credit Obligations at such time and (D) the stated amount of all Letters of Credit not yet issued as to which a request has been made and not withdrawn. Each such reduction shall be in an amount which is not less than an integral multiple of $500,000 1,000,000 (unless the relevant Total Revolving Credit Commitments of a particular Class are being reduced to zero and the amount of the relevant Revolving Credit Commitments Commitment in effect immediately prior to such reduction are is less than $500,0001,000,000), shall be made by providing not less than ten 3 Business Days prior written notice to the Administrative Agent, Agent and shall be irrevocable; provided that, a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the consummation of financing that will refinance the Indebtedness under this Agreement, in which case such notice may be revoked by the Borrower if such condition is not satisfied (by notice to the Administrative Agent on or prior to the specified effective date), and if such notice is revoked then, anything to the contrary contained herein notwithstanding, the failure to terminate the Commitments on the date specified in such notice shall not constitute an Event of Default. The Once reduced, the Total Revolving Credit Commitments, once reduced, Commitment may not be increased. Each such reduction of the Tranche A Total Revolving Credit Commitments or the Tranche B Revolving Credit Commitments Commitment shall reduce the Tranche A Revolving Credit Commitments or the Tranche B Revolving Credit Commitments Commitment of each Tranche A Lender or Tranche B Lender, as applicable, proportionately in accordance with its ratable share Pro Rata Share thereof. In connection with any reduction in the Revolving Credit Commitments prior to the Latest Maturity Date, if the Borrower owns any Margin Stock, the Borrower shall deliver to the Administrative Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and delivered by the Borrower, together with such other US-DOCS\148017393.28 documentation as the Administrative Agent shall reasonably request, in order to enable the Agents and the Lenders to comply with any of the requirements under Regulations T, U or X of the Board of Governors.
Appears in 1 contract
Samples: Financing Agreement (PRG Schultz International Inc)
Reduction of Commitments. The Tranche A Revolving Credit Commitments Provided that there is then no outstanding Default and that no Default will be caused by such reduction, the Tranche B Revolving Credit Commitments Borrowers shall terminate on have the Maturity Date applicable thereto right, without premium or earlier termination thereof pursuant to the terms of this Agreement. The Borrower may reduce the Tranche A Revolving Credit Commitments or the Tranche B Revolving Credit Commitments penalty (on a pro rata basis together with any Extended Classes arising from such Tranche except as the Originating Class) to an amount (which may be zero) not less than the sum of (A) the Tranche A Revolving Credit Exposure or the Tranche B Revolving Credit Exposure, as applicable, as of such date, plus (B) the principal amount of all Tranche A Loans or Tranche B Loans, as applicable, not yet made as to which a request has been given by the Borrower under Section 2.2(a). Each such reduction shall be in an amount which is not less than $500,000 (unless the relevant Revolving Credit Commitments of a particular Class are being reduced to zero and the amount of the relevant Revolving Credit Commitments in effect immediately prior to such reduction are less than $500,000otherwise set forth herein), shall be made by providing not less than ten at any time and from time to time upon three (3) Business Days prior written notice to the Administrative AgentAgent to reduce by $3,000,000, and shall be irrevocable. The or integral multiples of $1,000,000 in excess thereof, or to terminate entirely, (a) the Term Loan Limit in excess of the then outstanding Term Loans, or (b) the Revolving Credit CommitmentsLimit in excess of the then outstanding Revolving Exposure, once reduced, provided that the Revolving Credit Limit may not be increasedreduced below $75,000,000 unless all Revolving Loans are paid and performed in full and the Revolving Credit Limit is reduced to zero. Each In the event of any such reduction reduction, the Commitments of the Tranche A Revolving Credit Commitments or the Tranche B Revolving Credit Commitments Lenders shall reduce the Tranche A Revolving Credit Commitments or the Tranche B Revolving Credit Commitments of each Tranche A Lender or Tranche B Lender, as applicable, proportionately be either (i) reduced pro rata in accordance with its ratable share their respective Revolving Loan Commitment Percentages or Term Loan Commitment Percentages, as the case may be, of the amount specified in such notice, or (ii) as the case may be, terminated. Promptly after receiving any notice from the Borrowers delivered pursuant to this Section, the Administrative Agent will notify the Lenders of the substance thereof. In connection with Upon the effective date of any such reduction in the Revolving Credit Commitments prior to the Latest Maturity Date, if the Borrower owns any Margin Stockor termination, the Borrower Borrowers shall deliver pay to the Administrative Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender)the respective pro rata accounts of such Lenders the full amount of any Unused Facility Fee or other Fee then accrued on the amount of the reduction. No reduction or termination of the Commitments may be reinstated. Upon any reduction or termination of one but not both of the aggregate Revolving Loan Commitments or Term Loan Commitments of all the Revolving Credit Lenders and Term Loan Lenders, duly executed and delivered by the Borrowerrespectively, together with such other US-DOCS\148017393.28 documentation as pursuant to this Section, the Administrative Agent shall reasonably request, in order will circulate to enable the Agents Borrowers and each of the Lenders to comply with any of the requirements under Regulations T, U a revised Schedule 2 reflecting such reduction or X of the Board of Governorstermination.
Appears in 1 contract
Reduction of Commitments. The Tranche A Revolving Credit Commitments and the Tranche B Revolving Credit Commitments shall terminate on the Maturity Date applicable thereto or earlier termination thereof pursuant to the terms of this Agreement. The Borrower may reduce the Tranche A Revolving Credit Commitments or the Tranche B Revolving Credit Commitments (on a pro rata basis together with a) At any Extended Classes arising from such Tranche as the Originating Class) to an amount (which may be zero) not less than the sum of (A) the Tranche A Revolving Credit Exposure or the Tranche B Revolving Credit Exposure, as applicable, as of such date, plus (B) the principal amount of all Tranche A Loans or Tranche B Loans, as applicable, not yet made as to which a request has been given by time the Borrower under Section 2.2(a). Each such reduction shall be in an amount which is not less than $500,000 (unless the relevant Revolving Credit Commitments of a particular Class are being reduced to zero and the amount of the relevant Revolving Credit Commitments in effect immediately prior to such reduction are less than $500,000)may, shall be made by providing not less than ten upon at least five Business Days Days' prior written notice to the Administrative Agent, each Agent, the Account Bank and each Hedge Counterparty, reduce the Facility Amount to an amount not less than the Loans Outstanding, which reduction shall be irrevocableapplied, unless otherwise Consented to by the Administrative Agent and the Agents, to the Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitment. The Revolving Credit Commitments, once reduced, may not be increased. Each Any such reduction of the Tranche A Revolving Credit Commitments or the Tranche B Revolving Credit Commitments Commitment of any Lender shall also reduce the Tranche A Revolving Credit Commitments related Mandatory Commitment of such Lender by the same amount. If any such written notice is delivered after 3:00 p.m., New York City time, five Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., New York City time, on the next succeeding Business Day. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 or the Tranche B Revolving Credit Commitments integral multiples of each Tranche A Lender or Tranche B Lender, as applicable, proportionately $1,000,000 in accordance with its ratable share excess thereof. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in any 12-month period. (b) In connection with any reduction in of the Revolving Credit Commitments prior to the Latest Maturity Date, if the Borrower owns any Margin StockFacility Amount, the Borrower shall deliver remit to the Administrative Agent an updated Form U-1 (with sufficient additional originals thereof and the Agents, for payment to each Lender), duly executed (i) instructions regarding such reduction and delivered by (ii) cash in an amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs; provided, that no such reduction shall be given effect unless the BorrowerBorrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as a result of any such reduction in the Loans Outstanding and the Borrower has paid all Hedge Breakage Costs due to the relevant Hedge Counterparty for any such termination. Upon receipt of any such amounts, together with such other US-DOCS\148017393.28 documentation as the Administrative Agent and Agents shall reasonably apply such amounts first to the pro rata reduction of the Loans Outstanding, second to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender Percentages. (c) On the Commitment Termination Date for a Committed Lender, the Mandatory Commitment and the Commitment of such Committed Lender shall be automatically reduced to zero. On the Termination Date, the Mandatory Commitments and the Commitments of all Committed Lenders shall be automatically reduced to zero; provided, that if the Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Mandatory Commitments and the Commitments of all Committed Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Event. 52 Section 2.04. Extensions of Commitments. (a) Neither more than 120 days nor fewer than 60 days prior to any Commitment Termination Date, the Borrower may request in writing to the related Agent on behalf of its related Lender Group (with a copy to the Administrative Agent), that the related Committed Lender extend its Commitment Termination Date for an additional 364-day period as herein provided, which request will be granted or denied by each Lender Group in its sole discretion. Upon receipt of any such request, the related Agent shall notify each Committed Lender in order its Lender Group. On or before the last day of the Election Period, the related Committed Lender shall notify the Agent for its Lender Group of its willingness or refusal to enable so extend its Commitment Termination Date; provided, that the Agents failure of any Committed Lender to respond prior to the last day of the Election Period shall be deemed to be its refusal to so extend the Commitment Termination Date. The Agent for such Lender Group shall notify the Borrower and the Administrative Agent of such willingness or refusal by the Committed Lender not later than the Business Day following the last day of the Election Period. If (i) the Committed Lender in a Lender Group has agreed to extend the related Commitment Termination Date and (ii) as of the Commitment Termination Date then in effect, no Termination Event shall have occurred and be continuing, the Commitment Termination Date then in effect for each such Committed Lender that has agreed to extend the Commitment Termination Date shall be extended to the date which is 364 days following the Commitment Termination Date then in effect or, if such day is not a Business Day, the next preceding Business Day (or to any other date as agreed upon by the Borrower and each Committed Lender). (b) Within two Business Days following the end of an Election Period, the Agent for each Lender Group shall notify each other Lender in such Lender Group, the Administrative Agent and the Borrower of the identity of any Non-Extending Lender and the amount of its Commitment. The Administrative Agent and the Borrower may (but shall not be required to) request one or more other Committed Lenders to comply with any acquire all or a portion of the requirements under Regulations T, U or X Commitment of the Board Non-Extending Lender and all amounts payable to it hereunder in accordance with Article Eleven on or prior to the related Commitment Termination Date of Governors.such Non-
Appears in 1 contract
Samples: Loan Agreement (Lithia Motors Inc)
Reduction of Commitments. The Tranche A Revolving Credit Commitments and the Tranche B Revolving Credit Commitments shall terminate on the Maturity Date applicable thereto or earlier termination thereof pursuant to the terms of this Agreement. The Borrower may reduce the Tranche A Revolving Credit Commitments or the Tranche B Revolving Credit Commitments (on a pro rata basis together with a) At any Extended Classes arising from such Tranche as the Originating Class) to an amount (which may be zero) not less than the sum of (A) the Tranche A Revolving Credit Exposure or the Tranche B Revolving Credit Exposure, as applicable, as of such date, plus (B) the principal amount of all Tranche A Loans or Tranche B Loans, as applicable, not yet made as to which a request has been given by time the Borrower under Section 2.2(a). Each such reduction shall be in an amount which is not less than $500,000 (unless the relevant Revolving Credit Commitments of a particular Class are being reduced to zero and the amount of the relevant Revolving Credit Commitments in effect immediately prior to such reduction are less than $500,000)may, shall be made by providing not less than ten upon at least five Business Days Days' prior written notice to the Administrative Agent, each Agent, the Account Bank and each Hedge Counterparty, reduce the Facility Amount to an amount not less than the Loans Outstanding, which reduction shall be irrevocableapplied, unless otherwise Consented to by the Administrative Agent and the Agents, to the Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitment. The Revolving Credit Commitments, once reduced, may not be increased. Each Any such reduction of the Tranche A Revolving Credit Commitments or the Tranche B Revolving Credit Commitments Commitment of any Lender shall also reduce the Tranche A Revolving Credit Commitments related Mandatory Commitment of such Lender by the same amount. If any such written notice is delivered after 3:00 p.m., New York City time, five Business Days prior, such 52 149194398v7 notice shall be deemed to be received prior to 3:00 p.m., New York City time, on the next succeeding Business Day. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 or the Tranche B Revolving Credit Commitments integral multiples of each Tranche A Lender or Tranche B Lender, as applicable, proportionately $1,000,000 in accordance with its ratable share excess thereof. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in any 12-month period. (b) In connection with any reduction in of the Revolving Credit Commitments prior to the Latest Maturity Date, if the Borrower owns any Margin StockFacility Amount, the Borrower shall deliver remit to the Administrative Agent an updated Form U-1 (with sufficient additional originals thereof and the Agents, for payment to each Lender), duly executed (i) instructions regarding such reduction and delivered by (ii) cash in an amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs; provided, that no such reduction shall be given effect unless the BorrowerBorrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as a result of any such reduction in the Loans Outstanding and the Borrower has paid all Hedge Breakage Costs due to the relevant Hedge Counterparty for any such termination. Upon receipt of any such amounts, together with such other US-DOCS\148017393.28 documentation as the Administrative Agent and Agents shall reasonably requestapply such amounts first to the pro rata reduction of the Loans Outstanding, in order second to enable the Agents payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender Percentages. (c) On the Commitment Termination Date for a Committed Lender, the Mandatory Commitment and the Commitment of such Committed Lender shall be automatically reduced to zero. On the Termination Date, the Mandatory Commitments and the Commitments of all Committed Lenders shall be automatically reduced to comply with any zero; provided, that if the Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the requirements under Regulations Twaiver of such Early Amortization Event, U or X then the Mandatory Commitments and the Commitments of all Committed Lenders shall remain at their levels immediately prior to the Board occurrence of Governorssuch Early Amortization Event. Section 2.04.
Appears in 1 contract
Samples: Loan Agreement (Lithia Motors Inc)
Reduction of Commitments. The Tranche Each of the Total Revolving A Credit Commitment, the Total Revolving B Credit Commitments Commitment and the Tranche B Total Revolving C Credit Commitments Commitment shall terminate on the Final Maturity Date Date; provided, however, that, if on February 28, 2004, the then applicable thereto or earlier termination thereof pursuant to Borrowing Base is less than $110,000,000, the terms of this AgreementTotal Revolving C Credit Commitment shall terminate. The Borrower may may, without premium or penalty, reduce (x) the Tranche Total Revolving A Revolving Credit Commitments or the Tranche B Revolving Credit Commitments (on a pro rata basis together with any Extended Classes arising from such Tranche as the Originating Class) Commitment to an amount (which may be zero) not less than the sum of (A) the Tranche aggregate unpaid principal amount of all Revolving A Revolving Credit Exposure or the Tranche B Revolving Credit ExposureLoans then outstanding, as applicable, as of such date, plus (B) the aggregate principal amount of all Tranche Revolving A Loans or Tranche B Loans, as applicable, not yet made as to which a request Notice of Borrowing has been given by the Borrower under Section 2.2(a2.02, (C) the Letter of Credit Obligations at such time and (D) the stated amount of all Letters of Credit not yet issued as to which a request has been made and not withdrawn; (y) the Total Revolving B Credit Commitment to an amount (which may be zero) not less than the sum of (A) the aggregate unpaid principal amount of all Revolving B Loans then outstanding, (B) the aggregate principal amount of all Revolving B Loans not yet made as to which a Notice of Borrowing has been given by the Borrower under Section 2.02 and (C) the aggregate principal amount of Revolving B Loans not yet made but which will be made pursuant to Section 2.05(c)(ii) upon the opening or establishment of a Letter of Credit pursuant to Section 3.03(a); and (z) the Total Revolving C Credit Commitment to an amount (which may be zero) not less than the sum of (A) the aggregate unpaid principal amount of all Revolving C Loans then outstanding, (B) the aggregate principal amount of all Revolving C Loans not yet made as to which a Notice of Borrowing has been given by the Borrower under Section 2.02 and (C) the aggregate principal amount of Revolving C Loans not yet made but which will be made pursuant to Section 2.05(c)(ii) upon the opening or establishment of a Letter of Credit pursuant to Section 3.03(a). Each such reduction shall be in an amount which is not less than an integral multiple of $500,000 1,000,000 (unless the relevant Total Revolving Credit Commitments of a particular Class are being reduced to zero and the amount of the relevant Revolving Credit Commitments Commitment in effect immediately prior to such reduction are is less than $500,0001,000,000), shall be made by providing not less than ten five (5) Business Days Days' prior written notice to the Administrative Agent, Funding Agent and shall be irrevocable. The Revolving Credit Commitments, once Once reduced, the Total Revolving A Credit Commitment, the Total Revolving B Credit Commitment and the Total Revolving C Credit Commitment may not be increased. Each such reduction of the Tranche Total Revolving A Credit Commitment, the Total Revolving B Credit Commitments Commitment or the Tranche B Total Revolving C Credit Commitments Commitment shall reduce the Tranche Revolving A Credit Commitment, the Revolving B Credit Commitments Commitment or the Tranche B Revolving C Credit Commitments Commitment, as the case may be, of each Tranche A Lender or Tranche B Lender, as applicable, proportionately in accordance with its ratable share Pro Rata Share thereof. In connection with any reduction in the Revolving Credit Commitments prior to the Latest Maturity Date, if the Borrower owns any Margin Stock, the Borrower shall deliver to the Administrative Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and delivered by the Borrower, together with such other US-DOCS\148017393.28 documentation as the Administrative Agent shall reasonably request, in order to enable the Agents and the Lenders to comply with any of the requirements under Regulations T, U or X of the Board of Governors.
Appears in 1 contract
Reduction of Commitments. The Tranche A Revolving Credit Commitments Borrowers shall have the right, at any time and from time to time after the Tranche B Revolving Credit Commitments shall terminate on Agreement Date and prior to the Maturity Date applicable thereto Date, upon at least ten (10) Business Days’ prior written notice (which such notice may be be conditioned upon the effectiveness of other credit facilities or earlier termination thereof pursuant another event) to the terms Revolving Facility Administrative Agent, without premium or penalty, to cancel or reduce permanently all or a portion of this Agreement. The Borrower may reduce the Tranche A Revolving Credit Commitments or the Tranche B Revolving Credit Commitments Loan Commitment (i) on a pro rata basis together among the Lenders in accordance with their respective Commitment Ratios or (ii) solely in connection with the Second Amendment on the Second Amendment Effective Date, of any Extended Classes arising from Revolving Facility Lender or Lenders, as selected at the Borrowers’ discretion; provided, that (i) any such Tranche as partial reduction be made in an amount not less than $1,000,000 and in integral multiples of $1,000,000 in excess thereof and (ii) the Originating Class) Revolving Loan Commitment may not be reduced to an amount below the then outstanding Letter of Credit Obligations unless in compliance with subsection (which may iii) below. As of the date of cancellation or reduction set forth in such notice, the Revolving Loan Commitment shall be zeropermanently canceled or reduced to the amount stated in the Administrative Borrower’s notice for all purposes herein, and the Borrowers shall (i) not less than pay to the sum Revolving Facility Administrative Agent for the account of (A) the Tranche A Revolving Credit Exposure or Lenders the Tranche B Revolving Credit Exposure, as applicable, as of such date, plus (B) amount necessary to repay in full the principal amount of all Tranche A the Agent Advances, Swing Line Loans and Revolving Loans or Tranche B Loansreduce the principal amount of the Agent Advances, as applicable, Swing Line Loans and Revolving Loans then outstanding to not yet made as to which a request has been given by the Borrower under Section 2.2(a). Each such reduction shall be in an amount which is not less more than $500,000 (unless the relevant Revolving Credit Commitments of a particular Class are being reduced to zero and the amount of the relevant Revolving Credit Commitments in effect immediately prior to such reduction are less than $500,000), shall be made by providing not less than ten Business Days prior written notice to the Administrative Agent, and shall be irrevocable. The Revolving Credit Commitments, once Loan Commitment as so reduced, may not be increased. Each such reduction of the Tranche A Revolving Credit Commitments or the Tranche B Revolving Credit Commitments shall reduce the Tranche A Revolving Credit Commitments or the Tranche B Revolving Credit Commitments of each Tranche A Lender or Tranche B Lender, as applicable, proportionately in accordance with its ratable share thereof. In connection with any reduction in the Revolving Credit Commitments prior to the Latest Maturity Date, if the Borrower owns any Margin Stock, the Borrower shall deliver to the Administrative Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and delivered by the Borrower, together with such other US-DOCS\148017393.28 documentation as accrued unpaid interest on the amount so prepaid and the Unused Line Fee accrued through the date of the reduction with respect to the amount reduced, and (ii) reimburse the Revolving Facility Administrative Agent shall reasonably request, in order to enable the Agents and the Lenders to comply with for any Funding Loss or reasonable out-of-pocket expense incurred by any of them in connection with such payment as set forth in Section 2.9 and (iii) in the requirements under Regulations T, U or X case of cancellation of the Board Revolving Loan Commitment, shall secure the Letter of GovernorsCredit Obligations through the delivery of cash collateral to the Issuing Bank in an amount equal to one hundred five percent (105%) of the Letters of Credit Obligations.
Appears in 1 contract
Samples: Security Agreement (Zayo Group LLC)
Reduction of Commitments. The Tranche A Revolving Credit Commitments Borrowers shall have the right, at any time and from time to time after the Tranche B Revolving Credit Commitments shall terminate on Agreement Date and prior to the Maturity Date applicable thereto Date, upon at least ten (10) Business Days’ prior written notice (which such notice may be be conditioned upon the effectiveness of other credit facilities or earlier termination thereof pursuant another event) to the terms Revolving Facility Administrative Agent, without premium or penalty, to cancel or reduce permanently all or a portion of this Agreement. The Borrower may reduce the Tranche A Revolving Credit Commitments or the Tranche B Revolving Credit Commitments (Loan Commitment on a pro rata basis together among the Lenders in accordance with their respective Commitment Ratios; provided, that (i) any Extended Classes arising from such Tranche as partial reduction be made in an amount not less than $1,000,000 and in integral multiples of $1,000,000 in excess thereof and (ii) the Originating Class) Revolving Loan Commitment may not be reduced to an amount below the then outstanding Letter of Credit Obligations unless in compliance with subsection (which may iii) below. As of the date of cancellation or reduction set forth in such notice, the Revolving Loan Commitment shall be zeropermanently canceled or reduced to the amount stated in the Administrative Borrower’s notice for all purposes herein, and the Borrowers shall (i) not less than pay to the sum Revolving Facility Administrative Agent for the account of (A) the Tranche A Revolving Credit Exposure or Lenders the Tranche B Revolving Credit Exposure, as applicable, as of such date, plus (B) amount necessary to repay in full the principal amount of all Tranche A the Agent Advances, Swing Line Loans and Revolving Loans or Tranche B Loansreduce the principal amount of the Agent Advances, as applicable, Swing Line Loans and Revolving Loans then outstanding to not yet made as to which a request has been given by the Borrower under Section 2.2(a). Each such reduction shall be in an amount which is not less more than $500,000 (unless the relevant Revolving Credit Commitments of a particular Class are being reduced to zero and the amount of the relevant Revolving Credit Commitments in effect immediately prior to such reduction are less than $500,000), shall be made by providing not less than ten Business Days prior written notice to the Administrative Agent, and shall be irrevocable. The Revolving Credit Commitments, once Loan Commitment as so reduced, may not be increased. Each such reduction of the Tranche A Revolving Credit Commitments or the Tranche B Revolving Credit Commitments shall reduce the Tranche A Revolving Credit Commitments or the Tranche B Revolving Credit Commitments of each Tranche A Lender or Tranche B Lender, as applicable, proportionately in accordance with its ratable share thereof. In connection with any reduction in the Revolving Credit Commitments prior to the Latest Maturity Date, if the Borrower owns any Margin Stock, the Borrower shall deliver to the Administrative Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and delivered by the Borrower, together with such other US-DOCS\148017393.28 documentation as accrued unpaid interest on the amount so prepaid and the Unused Line Fee accrued through the date of the reduction with respect to the amount reduced, and (ii) reimburse the Revolving Facility Administrative Agent shall reasonably request, in order to enable the Agents and the Lenders to comply with for any Funding Loss or reasonable out-of-pocket expense incurred by any of them in connection with such payment as set forth in Section 2.9 and (iii) in the requirements under Regulations T, U or X case of cancellation of the Board Revolving Loan Commitment, shall secure the Letter of GovernorsCredit Obligations through the delivery of cash collateral to the Issuing Bank in an amount equal to one hundred five percent (105%) of the Letters of Credit Obligations.
Appears in 1 contract
Samples: Credit Agreement (Zayo Group LLC)
Reduction of Commitments. The Tranche A Revolving Credit Commitments and the Tranche B Revolving Credit Commitments shall terminate on the Maturity Date applicable thereto or earlier termination thereof pursuant to the terms of this Agreement. The Borrower may reduce the Tranche A Revolving Credit Commitments or the Tranche B Revolving Credit Commitments (on a pro rata basis together with a) At any Extended Classes arising from such Tranche as the Originating Class) to an amount (which may be zero) not less than the sum of (A) the Tranche A Revolving Credit Exposure or the Tranche B Revolving Credit Exposure, as applicable, as of such date, plus (B) the principal amount of all Tranche A Loans or Tranche B Loans, as applicable, not yet made as to which a request has been given by time the Borrower under Section 2.2(a). Each such reduction shall be in an amount which is not less than $500,000 (unless the relevant Revolving Credit Commitments of a particular Class are being reduced to zero and the amount of the relevant Revolving Credit Commitments in effect immediately prior to such reduction are less than $500,000)may, shall be made by providing not less than ten upon at least five Business Days Days' prior written notice to the Administrative Agent, each Agent, the Account Bank and each Hedge Counterparty, reduce the Facility Amount to an amount not less than the Loans Outstanding, which reduction shall be irrevocable. The Revolving Credit Commitmentsapplied, once reducedunless otherwise Consented to by the Administrative Agent and the Agents, may not be increased. Each such reduction of to the Tranche A Revolving Credit Commitments or the Tranche B Revolving Credit Commitments shall reduce the Tranche A Revolving Credit Commitments or the Tranche B Revolving Credit Commitments of each Tranche A Lender pro rata based on the Lender Percentage represented by such Commitment. If any such written notice is delivered after 3:00 p.m., New York City time, five Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., New York City time, on the next succeeding Business Day. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 or Tranche B Lender, as applicable, proportionately integral multiples of $1,000,000 in accordance with its ratable share DB1/ 139452285.4144571789.3 49 excess thereof. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in any 12-month period. (b) In connection with any reduction in of the Revolving Credit Commitments prior to the Latest Maturity Date, if the Borrower owns any Margin StockFacility Amount, the Borrower shall deliver remit to the Administrative Agent an updated Form U-1 and the Agents, (with sufficient additional originals thereof i) instructions regarding such reduction and (ii) cash for payment to each Lender), duly executed in an amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs; provided, that no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as a result of any such reduction in the Loans Outstanding and delivered by the BorrowerBorrower has paid all Hedge Breakage Costs due to the relevant Hedge Counterparty for any such termination. Upon receipt of any such amounts, together with such other US-DOCS\148017393.28 documentation as the Administrative Agent and Agents shall reasonably requestapply such amounts first to the pro rata reduction of the Loans Outstanding, in order second to enable the Agents and payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender Percentages. (c) On the Commitment Termination Date for a Committed Lender, the Commitment of such Committed Lender shall be automatically reduced to comply with any zero. On the Termination Date, the Commitments of all Committed Lenders shall be automatically reduced to zero; provided, that if the requirements under Regulations TTermination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, U or X then the Commitments of all Committed Lenders shall remain at their levels immediately prior to the Board occurrence of Governorssuch Early Amortization Event. Section 2.04.
Appears in 1 contract
Samples: Loan Agreement (Lithia Motors Inc)
Reduction of Commitments. The Tranche A Revolving Credit Commitments and the Tranche B Revolving Credit Commitments shall terminate on the Maturity Date applicable thereto or earlier termination thereof pursuant to the terms of this Agreement. The Borrower may reduce the Tranche A Revolving Credit Commitments or the Tranche B Revolving Credit Commitments (on a pro rata basis together with a) At any Extended Classes arising from such Tranche as the Originating Class) to an amount (which may be zero) not less than the sum of (A) the Tranche A Revolving Credit Exposure or the Tranche B Revolving Credit Exposure, as applicable, as of such date, plus (B) the principal amount of all Tranche A Loans or Tranche B Loans, as applicable, not yet made as to which a request has been given by time the Borrower under Section 2.2(a). Each such reduction shall be in an amount which is not less than $500,000 (unless the relevant Revolving Credit Commitments of a particular Class are being reduced to zero and the amount of the relevant Revolving Credit Commitments in effect immediately prior to such reduction are less than $500,000)may, shall be made by providing not less than ten upon at least five Business Days Days' prior written notice to the Administrative Agent, each Agent, the Account Bank and each Hedge Counterparty, reduce the Facility Amount to an amount not less than the Loans Outstanding, which reduction shall be irrevocable. The Revolving Credit Commitmentsapplied, once reducedunless otherwise Consented to by the Administrative Agent and the Agents, may not be increased. Each such reduction of to the Tranche A Revolving Credit Commitments or the Tranche B Revolving Credit Commitments shall reduce the Tranche A Revolving Credit Commitments or the Tranche B Revolving Credit Commitments of each Tranche A Lender pro rata based on the Lender Percentage represented by such Commitment. If any such written notice is delivered after 3:00 p.m., New York City time, five Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., New York City time, on the next succeeding Business Day. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 or Tranche B Lender, as applicable, proportionately integral multiples of $1,000,000 in accordance with its ratable share excess thereof. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in any 12-month period. (b) In connection with any reduction in of the Revolving Credit Commitments prior to the Latest Maturity Date, if the Borrower owns any Margin StockFacility Amount, the Borrower shall deliver remit to the Administrative Agent an updated Form U-1 and the Agents, (with sufficient additional originals thereof i) instructions regarding such reduction and (ii) cash for payment to each Lender), duly executed in an amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs; provided, that no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as a result of any such reduction in the Loans Outstanding and delivered by the BorrowerBorrower has paid all Hedge Breakage Costs due to the relevant Hedge Counterparty for any such termination. Upon receipt of any such amounts, together with such other US-DOCS\148017393.28 documentation as the Administrative Agent and Agents shall reasonably requestapply such amounts first to the DB1/ 139452285.4 49 154304283v7 pro rata reduction of the Loans Outstanding, in order second to enable the Agents and payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender Percentages. (c) On the Commitment Termination Date for a Committed Lender, the Commitment of such Committed Lender shall be automatically reduced to comply with any zero. On the Termination Date, the Commitments of all Committed Lenders shall be automatically reduced to zero; provided, that if the requirements under Regulations TTermination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, U or X then the Commitments of all Committed Lenders shall remain at their levels immediately prior to the Board occurrence of Governorssuch Early Amortization Event. Section 2.04.
Appears in 1 contract
Samples: Loan Agreement (Lithia Motors Inc)
Reduction of Commitments. The Tranche Total Term Loan A Revolving Credit Commitments and the Tranche B Revolving Credit Commitments Commitment shall terminate at 5:00 p.m. (New York City time) on the Maturity Date applicable thereto or earlier termination thereof pursuant to Term Loan A Commitment Termination Date. The Total Term Loan A-1 Commitment shall terminate at 5:00 p.m. (New York City time) on the terms of this AgreementTerm Loan A-1 Commitment Termination Date. The Total Term Loan B Commitment shall terminate at 5:00 p.m. (New York City time) on the Term Loan B Commitment Termination Date. The Borrower may reduce the Tranche undrawn Total Term A Revolving Credit Commitments or Loan Commitment, the Tranche undrawn Total Term Loan A-1 Commitment and/or the undrawn Total Term Loan B Revolving Credit Commitments (on a pro rata basis together with any Extended Classes arising from such Tranche as the Originating Class) Commitment to an amount (which may be zero) not less than the sum of (A) the Tranche A Revolving Credit Exposure or the Tranche B Revolving Credit Exposure, as applicable, as of such date, plus (B) the aggregate principal amount of all Tranche A Loans or Tranche B Loansany Term Loan A, Term Loan A-1 and/or Term Loan B, as applicable, not yet made as to which a request Notice of Borrowing has been given by the Borrower under Section 2.2(a)2.02. Each such reduction (x) shall be in an amount which is not less than an integral multiple of $500,000 1,000,000 (unless or by the relevant Revolving Credit Commitments of a particular Class are being reduced to zero and the full amount of the relevant Revolving Credit Commitments Total Term Loan A Commitment, the Total Term Loan A-1 Commitment and/or Term Loan B Commitment, as applicable, in effect immediately prior to such reduction are if such amount at that time is less than $500,0001,000,000), (y) shall be made by providing not less than ten 5 Business Days Days' prior written notice to the Administrative Agent, and (z) shall be irrevocable. The Revolving Credit Commitments, once Once reduced, the Total Term Loan A Commitment, Total Term Loan A-1 Commitment and Total Term Loan B Commitment may not be increased. Each such reduction of the Tranche Total Term Loan A Revolving Credit Commitments or the Tranche Commitment, Total Term Loan A-1 Commitment and/or Total Term Loan B Revolving Credit Commitments Commitment shall reduce the Tranche Term Loan A Revolving Credit Commitments or the Tranche Commitment, Total Term Loan A-2 Commitment and/or Term Loan B Revolving Credit Commitments of each Tranche A Lender or Tranche B LenderCommitment, as applicable, of each Lender proportionately in accordance with its ratable share Pro Rata Share thereof. In connection with any Any reduction in of the Revolving Credit Commitments prior Total Term Loan A Commitment or the Total Term Loan A-1 Commitment shall be allocated on a pro rata basis to the Latest Maturity Date, if the Borrower owns any Margin Stock, the Borrower shall deliver to the Administrative Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and delivered by the Borrower, together with such other US-DOCS\148017393.28 documentation as the Administrative Agent shall reasonably request, in order to enable the Agents Total Term Loan A Commitment and the Lenders to comply with any of the requirements under Regulations T, U or X of the Board of GovernorsTotal Term Loan A-1 Commitment.
Appears in 1 contract
Reduction of Commitments. The Tranche A Revolving Credit Commitments and the Tranche B Revolving Credit Commitments shall terminate on the Maturity Date applicable thereto or earlier termination thereof pursuant to the terms of this Agreement. The Borrower may at any time or from time to time permanently reduce in whole or ratably in part the Tranche A Revolving Credit Commitments or the Tranche B Revolving Credit Commitments (on a pro rata basis together with any Extended Classes arising from such Tranche as of the Originating Class) Banks hereunder to an amount (which may be zero) not less than the sum aggregate principal amount of (A) the Tranche A Revolving Credit Exposure or the Tranche B Revolving Credit Exposure, as applicable, as of such date, plus Loans (Bincluding Swing Loans) the principal amount of all Tranche A Loans or Tranche B Loans, as applicableappropriate, then outstanding; provided, however, that the Tranche A Commitment shall not yet made as to which a request has been given by be reduced either in whole or in part unless Borrower shall have first permanently reduced in whole the Tranche B Commitments. Borrower under Section 2.2(a). Each shall give Agent not fewer than three (3) Business Days' notice of any such reduction, provided that any partial reduction shall be in an aggregate amount which is not less than for all of the Banks of Five Million Dollars ($500,000 5,000,000), increased by increments of One Million Dollars (unless $1,000,000). Agent shall promptly notify each Bank of the relevant Revolving Credit Commitments date of a particular Class are being reduced to zero each such reduction and such Bank's proportionate share thereof. After each such reduction, the facility fees payable hereunder shall be calculated upon the amount of the relevant Revolving Credit Tranche A Commitments or the Tranche B Commitments, as appropriate, as so reduced. If Borrower reduces in effect immediately prior to whole the Tranche A Commitments or the Tranche B Commitments of the Banks, on the effective date of such reduction are less than $500,000(Borrower having prepaid in full the unpaid principal balance, if any, of the appropriate Notes, together with all interest and facility and other fees accrued and unpaid), all of the appropriate Notes shall be made by providing not less than ten Business Days prior written notice delivered to the Administrative Agent, Agent marked "Canceled" and Agent shall be irrevocableredeliver such Notes to Borrower. The Revolving Credit Commitments, once reduced, may not be increased. Each such Any partial reduction of the Tranche A Revolving Credit Commitments or the Tranche B Revolving Credit Commitments shall reduce be effective during the Tranche A Revolving Credit Commitments or the Tranche B Revolving Credit Commitments of each Tranche A Lender or Tranche B Lender, as applicable, proportionately in accordance with its ratable share thereof. In connection with any reduction in the Revolving Credit Commitments prior to the Latest Maturity Date, if the Borrower owns any Margin Stock, the Borrower shall deliver to the Administrative Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and delivered by the Borrower, together with such other US-DOCS\148017393.28 documentation as the Administrative Agent shall reasonably request, in order to enable the Agents and the Lenders to comply with any remainder of the requirements under Regulations T, U or X of the Board of Governorsapplicable Commitment Period.
Appears in 1 contract
Reduction of Commitments. The Tranche A Revolving Credit Commitments and At Lessee's sole option, Lessee shall have the Tranche B Revolving Credit Commitments shall terminate on the Maturity Date applicable thereto or earlier termination thereof pursuant right prior to the terms of this Agreement. The Borrower may reduce the Tranche A Revolving Credit Commitments or the Tranche B Revolving Credit Commitments (on a pro rata basis together with any Extended Classes arising from such Tranche as the Originating Class) to an amount (which may be zero) not less than the sum earlier of (A) the Tranche A Revolving Credit Exposure or third anniversary of the Tranche B Revolving Credit Exposure, as applicable, as of such date, plus Documentation Date and (B) the principal amount date total Advances are in excess of all Tranche A Loans $1,200,000,000.00, to send a notice to the Participants and Agents notifying them that the Lessee wishes to reduce the Commitments by reason of Lessee's reduction in the Construction Budget, so long as the Lessee shall satisfy prior to exercising any such right each of the following conditions: that (i) after giving effect to the exercise of any such right, (A) there shall exist no Event of Default or Tranche B LoansBankruptcy Default, and (B) the anticipated Fair Market Value of the remaining Improvements to be constructed in accordance with the revised Plans and Specifications, as applicableshown on an updated appraisal, not yet made as to which a request has been given performed by the Borrower under Section 2.2(a). Each appraiser who prepared the Appraisal (or if such reduction shall be appraiser is unavailable or unable to perform such appraisal, by an appraiser selected by the Majority Banks and approved by the Lessee) in an amount which is not less than $500,000 (unless accordance with the relevant Revolving Credit Commitments of a particular Class are being reduced to zero and standards used for preparing the amount of the relevant Revolving Credit Commitments in effect immediately prior to such reduction are less than $500,000)As-Built Appraisal, shall be made by providing not (x) as of the Lease Term Expiration Date at least four times greater than the revised Unguaranteed Residual Value, and (y) as of the Lease Commencement Date, no less than ten Business Days prior written 60% of the aggregate amount of Advances previously advanced and to be Advanced by the Participants to obtain Substantial Completion of the revised Improvements, (ii) the Participants and the Trustee shall have received revised Plans and Specifications, the revised appraisal and a revised budget and schedule for the construction of the remaining Improvements which are reasonably satisfactory to them in all respects and (iii) no less than 40% of the revised Improvements are intended by Lessee (as evidenced by an officer's certificate of Lessee) to serve as facilities to be used by the Lessee or its Affiliates. If the Lessee shall send a notice to described in the Administrative Agentpreceding sentence, and shall be irrevocable. The Revolving Credit Commitments, once reduced, may not be increased. Each such reduction otherwise comply with all of the Tranche A Revolving Credit Commitments or provisions of this Section 2.7, the Tranche B Revolving Credit Commitments shall reduce the Tranche A Revolving Credit Commitments or the Tranche B Revolving Credit Commitments of each Tranche A Lender or Tranche B Lender, as applicable, proportionately the Participants shall automatically be reduced pro rata in accordance with its ratable share thereof. In connection with any an aggregate amount equal to the reduction in the Revolving Credit Commitments prior to set forth in the Latest Maturity Date, if the Borrower owns any Margin Stock, the Borrower shall deliver to the Administrative Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and delivered notice given by the Borrower, together with such other US-DOCS\148017393.28 documentation as the Administrative Agent shall reasonably request, in order to enable the Agents and the Lenders to comply with any of the requirements under Regulations T, U or X of the Board of GovernorsLessee.
Appears in 1 contract
Reduction of Commitments. The Tranche Total Term Loan A Revolving Credit Commitments and the Tranche B Revolving Credit Commitments Commitment shall terminate at 5:00 p.m. (New York City time) on the Maturity Date applicable thereto or earlier termination thereof pursuant to Term Loan A Commitment Termination Date. The Total Term Loan A-1 Commitment shall terminate at 5:00 p.m. (New York City time) on the terms of this AgreementTerm Loan A-1 Commitment Termination Date. The Total Term Loan B Commitment shall terminate at 5:00 p.m. (New York City time) on the Term Loan B Commitment Termination Date. The Borrower may reduce the Tranche undrawn Total Term A Revolving Credit Commitments or Loan Commitment, the Tranche undrawn Total Term Loan A-1 Commitment and/or the undrawn Total Term Loan B Revolving Credit Commitments (on a pro rata basis together with any Extended Classes arising from such Tranche as the Originating Class) Commitment to an amount (which may be zero) not less than the sum of (A) the Tranche A Revolving Credit Exposure or the Tranche B Revolving Credit Exposure, as applicable, as of such date, plus (B) the aggregate principal amount of all Tranche A Loans or Tranche B Loansany Term Loan A, Term Loan A-1 and/or Term Loan B, as applicable, not yet made as to which a request Notice of Borrowing has been given by the Borrower under Section 2.2(a)2.02. Each such reduction (x) shall be in an amount which is not less than an integral multiple of $500,000 1,000,000 (unless or by the relevant Revolving Credit Commitments of a particular Class are being reduced to zero and the full amount of the relevant Revolving Credit Commitments Total Term Loan A Commitment, the Total Term Loan A-1 Commitment and/or Term Loan B Commitment, as applicable, in effect immediately prior to such reduction are if such applicable amount at that time is less than $500,0001,000,000), (y) shall be made by providing not less than ten 5 Business Days Days' prior written notice to the Administrative Agent, and (z) shall be irrevocable. The Revolving Credit Commitments, once Once reduced, the Total Term Loan A Commitment, Total Term Loan A-1 Commitment and Total Term Loan B Commitment may not be increased. Each such reduction of the Tranche Total Term Loan A Revolving Credit Commitments or the Tranche Commitment, Total Term Loan A-1 Commitment and/or Total Term Loan B Revolving Credit Commitments Commitment shall reduce the Tranche Term Loan A Revolving Credit Commitments or the Tranche Commitment, Total Term Loan A-2 Commitment and/or Term Loan B Revolving Credit Commitments of each Tranche A Lender or Tranche B LenderCommitment, as applicable, of each Lender proportionately in accordance with its ratable share Pro Rata Share thereof. In connection with any Any reduction in of the Revolving Credit Commitments prior Total Term Loan A Commitment or the Total Term Loan A-1 Commitment shall be allocated on a pro rata basis to the Latest Maturity Date, if the Borrower owns any Margin Stock, the Borrower shall deliver to the Administrative Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and delivered by the Borrower, together with such other US-DOCS\148017393.28 documentation as the Administrative Agent shall reasonably request, in order to enable the Agents Total Term Loan A Commitment and the Lenders to comply with any of the requirements under Regulations T, U or X of the Board of GovernorsTotal Term Loan A-1 Commitment.
Appears in 1 contract
Reduction of Commitments. The Tranche A Revolving Credit Commitments and the Tranche B Revolving Credit Commitments shall terminate on the Maturity Date applicable thereto or earlier termination thereof pursuant to the terms of this Agreement. The Borrower may reduce the Tranche A Revolving Credit Commitments or the Tranche B Revolving Credit Commitments (on a pro rata basis together with a) At any Extended Classes arising from such Tranche as the Originating Class) to an amount (which may be zero) not less than the sum of (A) the Tranche A Revolving Credit Exposure or the Tranche B Revolving Credit Exposure, as applicable, as of such date, plus (B) the principal amount of all Tranche A Loans or Tranche B Loans, as applicable, not yet made as to which a request has been given by time the Borrower under Section 2.2(a). Each such reduction shall be in an amount which is not less than $500,000 (unless the relevant Revolving Credit Commitments of a particular Class are being reduced to zero and the amount of the relevant Revolving Credit Commitments in effect immediately prior to such reduction are less than $500,000)may, shall be made by providing not less than ten upon at least five Business Days Days' prior written notice to the Administrative Agent, each Agent, the Account Bank and each Hedge Counterparty, reduce the Facility Amount to an amount not less than the Loans Outstanding, which reduction shall be irrevocableapplied, unless otherwise Consented to by the Administrative Agent and the Agents, to the Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitment. The Revolving Credit Commitments, once reduced, may not be increased. Each Any such reduction of the Tranche A Revolving Credit Commitments or the Tranche B Revolving Credit Commitments Commitment of any Lender shall also reduce the Tranche A Revolving Credit Commitments related Mandatory Commitment of such Lender by the same amount. If any such written notice is delivered after 3:00 p.m., New York City time, five Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., New York City time, on the next succeeding Business Day. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 or the Tranche B Revolving Credit Commitments integral multiples of each Tranche A Lender or Tranche B Lender, as applicable, proportionately $1,000,000 in accordance with its ratable share excess thereof. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in any 12-month period. (b) In connection with any reduction in of the Revolving Credit Commitments prior to the Latest Maturity Date, if the Borrower owns any Margin StockFacility Amount, the Borrower shall deliver remit to the Administrative Agent an updated Form U-1 (with sufficient additional originals thereof and the Agents, for payment to each Lender), duly executed (i) instructions regarding such reduction and delivered by (ii) cash in an amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs; provided, that no such reduction shall be given effect unless the BorrowerBorrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as a result of any such reduction in the Loans Outstanding and the Borrower has paid all Hedge Breakage Costs due to the relevant Hedge Counterparty for any such termination. Upon receipt of any such amounts, together with such other US-DOCS\148017393.28 documentation as the Administrative Agent and Agents shall reasonably requestapply such amounts first to the pro rata reduction of the Loans Outstanding, in order second to enable the Agents payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender Percentages. (c) On the Commitment Termination Date for a Committed Lender, the Mandatory Commitment and the Lenders Commitment of such Committed Lender shall be automatically reduced to comply with any zero. On the Termination Date, the Mandatory Commitments and the Commitments of the requirements under Regulations T, U or X of the Board of Governors.all
Appears in 1 contract
Samples: Loan Agreement (Lithia Motors Inc)
