Amendment and Restatement; Reallocation. (a) The parties hereto agree that, on the Effective Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Term Loan Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (b) all Debt and other obligations (including, without limitation, any outstanding Loans) under the Existing Term Loan Agreement outstanding on the Effective Date shall in all respects be continuing and shall be deemed to Debt and other obligations (including, without limitation, any outstanding Loans) outstanding hereunder under the corresponding facilities described herein and (c) all references in the other Loan Documents to the Existing Term Loan Agreement shall be deemed to refer without further amendment to this Agreement. The execution and delivery of this Agreement shall not constitute a novation of any Debt or other obligations owing to the Lenders or the Agent under the Existing Term Loan Agreement. (b) Simultaneously with the effectiveness of this Agreement on the Effective Date, the parties hereby agree that, notwithstanding the provisions regarding assignments set forth in Section 10.10 hereof and Section 10.10 of the Existing Term Loan Agreement, the Commitments and Commitment Percentages shall be as set forth in Schedule 1 and the portion of the Loans outstanding under the Existing Term Loan Agreement shall be reallocated in accordance with such Commitment Percentages and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignment Agreements (as defined in the Existing Term Loan Agreement) under the Existing Term Loan Agreement. Notwithstanding anything to the contrary in Section 10.10 of the Existing Term Loan Agreement or Section 10.10 of this Agreement, no other documents or instruments, including any Assignment Agreements, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment Agreement. On the Effective Date and substantially concurrently with the effectiveness of this Agreement, to the extent necessary, the Lenders shall make full cash settlement with each other either directly or through the Agent, as the Agent may direct or approve, with respect to all such assignments and reallocations such that after giving effect to such settlements each Lender’s Commitment Percentages with respect to the Commitments and outstanding Loans shall be as set forth on Schedule 1.
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Samples: Term Loan Agreement (Nordson Corp)
Amendment and Restatement; Reallocation. (a) The parties hereto agree that, on the Effective Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (ai) the Existing Term Loan Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (bii) all Debt Indebtedness and other obligations (including, without limitation, any outstanding Loans) under the Existing Term Loan Credit Agreement outstanding on the Effective Closing Date shall in all respects be continuing and shall be deemed to Debt Indebtedness and other obligations (including, without limitation, any outstanding Loans) outstanding hereunder under the corresponding facilities described herein and (ciii) all references in the other Loan Documents to the Existing Term Loan Credit Agreement (to the extent not otherwise amended in connection herewith) shall be deemed to refer without further amendment to this Agreement. The execution and delivery of this Agreement shall not constitute a novation of any Debt Indebtedness or other obligations owing to the Lenders or the Administrative Agent under the Existing Term Loan Credit Agreement.
(b) Simultaneously with the effectiveness of this Agreement on the Effective Closing Date, the parties hereby agree that, notwithstanding the provisions regarding assignments set forth in Section 10.10 12.9 hereof and Section 10.10 12.9 of the Existing Term Loan Credit Agreement, the Commitments and Commitment Percentages Ratable Shares shall be as set forth in Schedule 1 1.1(B), and the portion of the Loans and participations with respect to Letters of Credit and Swing Loans outstanding under the Existing Term Loan Credit Agreement shall be reallocated in accordance with such Commitment Percentages Ratable Shares and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignment Agreements and Assumptions (as defined in the Existing Term Loan Credit Agreement) under the Existing Term Loan Credit Agreement. Notwithstanding anything to the contrary in Section 10.10 12.9 of the Existing Term Loan Credit Agreement or Section 10.10 12.9 of this Agreement, no other documents or instruments, including any Assignment Agreementsand Assumptions, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment Agreement. On the Effective Date and substantially concurrently with the effectiveness of this Agreement, to the extent necessary, the Lenders shall make full cash settlement with each other either directly or through the Agent, as the Agent may direct or approve, with respect to all such assignments and reallocations such that after giving effect to such settlements each Lender’s Commitment Percentages with respect to the Commitments and outstanding Loans shall be as set forth on Schedule 1.and
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Amendment and Restatement; Reallocation. (a) The parties hereto agree that, on the Effective Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: :
(ai) the Existing Term Loan Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (bii) all Debt Indebtedness and other obligations (including, without limitation, any outstanding Loans) under the Existing Term Loan Credit Agreement outstanding on the Effective Closing Date shall in all respects be continuing and shall be deemed to Debt Indebtedness and other obligations (including, without limitation, any outstanding Loans) outstanding hereunder under the corresponding facilities described herein and (ciii) all references in the other Loan Documents to the Existing Term Loan Credit Agreement (to the extent not otherwise amended in connection herewith) shall be deemed to refer without further amendment to this Agreement. The execution and delivery of this Agreement shall not constitute a novation of any Debt Indebtedness or other obligations owing to the Lenders or the Administrative Agent under the Existing Term Loan Credit Agreement.
(b) Simultaneously with the effectiveness of this Agreement on the Effective Closing Date, the parties hereby agree that, notwithstanding the provisions regarding assignments set forth in Section 10.10 12.9 hereof and Section 10.10 12.9 of the Existing Term Loan Credit Agreement, the Commitments and Commitment Percentages Ratable Shares shall be as set forth in Schedule 1 1.1(B), and the portion of the Loans and participations with respect to Letters of Credit and Swing Loans outstanding under the Existing Term Loan Credit Agreement shall be reallocated in accordance with such Commitment Percentages Ratable Shares and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignment Agreements and Assumptions (as defined in the Existing Term Loan Credit Agreement) under the Existing Term Loan Credit Agreement. Notwithstanding anything to the contrary in Section 10.10 12.9 of the Existing Term Loan Credit Agreement or Section 10.10 12.9 of this Agreement, no other documents or instruments, including any Assignment Agreementsand Assumptions, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment Agreementand Assumption. On the Effective Closing Date and substantially concurrently with the effectiveness of this Agreement, to the extent necessary, the Lenders shall make full cash settlement with each other either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all such assignments and reallocations such that after giving effect to such settlements each Lender’s Commitment Percentages 's Ratable Shares with respect to the Commitments and outstanding Loans shall be as set forth on Schedule 11.1(B). [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] EXHIBIT E-1 5-Year Revolving Credit Loan Request [See Attached] EXHIBIT E-1 161957986_3 FORM OF 5-YEAR REVOLVING CREDIT LOAN REQUEST TO: PNC Bank, National Association, as Administrative Agent PNC Firstside Center - 4th Floor 000 Xxxxx Xxxxxx X0-XXXX-00-X Xxxxxxxxxx, XX 00000 Telephone No.: (412) 762 - 7744 Telecopier No.: (412) 762 – 8672 Attn: Agency Services FROM: CHESAPEAKE UTILITIES CORPORATION, a Delaware corporation (the “Borrower”). RE: Amended and Restated Credit Agreement (as it may be amended, restated, modified or supplemented from time to time, the “Credit Agreement”), dated as of August 12, 2021, by and among the Borrower, the Lenders party thereto and PNC BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). Capitalized terms not otherwise defined herein shall have the respective meanings ascribed to them by the Credit Agreement.
A. Pursuant to Section 2.5(a) [5-Year Revolving Credit Loan Requests; Conversions and Renewals] of the Credit Agreement, the undersigned Borrower irrevocably requests [check one line under 1.(a) below and fill in blank space next to the line as appropriate]:
(a) A new 5-Year Revolving Credit Loan, OR Renewal of the Term SOFR Rate Option applicable to an outstanding 5-Year Revolving Credit Loan originally made on , 20 , OR Conversion of the Base Rate Option applicable to an outstanding 5-Year Revolving Credit Loan originally made on , 20 to a 5-Year Revolving Credit Loan to which the Term SOFR Rate Option applies, OR Conversion of the Term SOFR Rate Option applicable to an outstanding 5-Year Revolving Credit Loan originally made on , 20 to a 5-Year Revolving Credit Loan to which the Base Rate Option applies. SUCH NEW, RENEWED OR CONVERTED 5-YEAR REVOLVING CREDIT LOAN SHALL BEAR INTEREST: [Check one line under 1.(b) below and fill in blank spaces in line next to line]: 1(b)(i) Under the Base Rate Option. Such 5-Year Revolving Credit Loan shall have a Borrowing Date of , 20 (which date shall be the same Business Day of receipt by the Administrative Agent by 10:00 a.m. Eastern time of this Loan Request for making a new 5-Year Revolving Credit Loan to which the Base Rate Option applies, or the last day of the preceding Interest Period if a 5-Year Revolving Credit Loan to which the Term SOFR Rate Option applies is being converted to a 5-Year Revolving Credit Loan to which the Base Rate Option applies).
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Amendment and Restatement; Reallocation. (a) The parties hereto agree that, on the Effective Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (ai) the Existing Term Loan Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (bii) all Debt Indebtedness and other obligations (including, without limitation, any outstanding Loans) under the Existing Term Loan Credit Agreement outstanding on the Effective Closing Date shall in all respects be continuing and shall be deemed to Debt Indebtedness and other obligations (including, without limitation, any outstanding Loans) outstanding hereunder under the corresponding facilities described herein and (ciii) all references in the other Loan Documents to the Existing Term Loan Credit Agreement (to the extent not otherwise amended in connection herewith) shall be deemed to refer without further amendment to this Agreement. The execution and delivery of this Agreement shall not constitute a novation of any Debt Indebtedness or other obligations owing to the Lenders or the Administrative Agent under the Existing Term Loan Credit Agreement.
(b) Simultaneously with the effectiveness of this Agreement on the Effective Closing Date, the parties hereby agree that, notwithstanding the provisions regarding assignments set forth in Section 10.10 12.9 hereof and Section 10.10 12.9 of the Existing Term Loan Credit Agreement, the Commitments and Commitment Percentages Ratable Shares shall be as set forth in Schedule 1 1.1(A)(i) and Schedule 1.1(A)(ii), and the portion of the Loans and participations with respect to Letters of Credit and Swing Loans outstanding under the Existing Term Loan Credit Agreement shall be reallocated in accordance with such Commitment Percentages Ratable Shares and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignment Agreements and Assumptions (as defined in the Existing Term Loan Credit Agreement) under the Existing Term Loan Credit Agreement. Notwithstanding anything to the contrary in Section 10.10 12.9 of the Existing Term Loan Credit Agreement or Section 10.10 12.9 of this Agreement, no other documents or instruments, including any Assignment Agreementsand Assumptions, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment Agreementand Assumption. On the Effective Closing Date and substantially concurrently with the effectiveness of this Agreement, to the extent necessary, the Lenders shall make full cash settlement with each other either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all such assignments and reallocations such that after giving effect to such settlements each Lender’s Commitment Percentages 's Ratable Shares with respect to the Commitments and outstanding Loans shall be as set forth on Schedule 11.1(A)(i) and Schedule 1.1(A)(ii).
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