Commitments to Lend. (a) Subject to the terms and conditions set forth in this Agreement, each Lender severally agrees to lend to each Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect to such Lender), and such Borrower may borrow, repay, and reborrow from time to time during the Revolving Credit Period, upon notice by such Borrower to Operations Agent given in accordance with SECTION 2.02, such Revolving Credit Loans as are requested by such Borrower up to a maximum aggregate amount outstanding to such Borrower and all other Borrowers (after giving effect to all amounts requested) at any one time equal to such Lender's Commitment Amount, provided that (i) the aggregate principal amount of all Loans outstanding (after giving effect to all amounts requested) to any Borrower shall not exceed at any time the Maximum Amount for such Borrower at such time and (ii) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) shall not exceed at any time the aggregate Commitment Amounts. Each Borrowing under this SECTION 2.01(A) shall be in an aggregate principal amount of not less than $100,000 or a larger whole multiple of $10,000 and shall, subject to SECTION 2.01(C), be made from the several Lenders pro rata in accordance with each Lender's Commitment Percentage. Each Revolving Credit Loan shall mature and become due and payable as provided in SECTION 2.05. (b) Notwithstanding the provisions of SECTION 2.01(A) and subject to the terms of this Agreement, each Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect to Swing Line Lender) may request Loans (Swing Line Advances) in an aggregate principal amount of not less than $50,000 or a larger integral multiple of $10,000, and if: (i) the aggregate principal amount of such requested Loans (Swing Line Advances) to such Borrower and of all other Loans outstanding to all Borrowers which were made pursuant to the operation of this SECTION 2.01(B) do not exceed $50,000,000; (ii) the aggregate principal amount of all Loans outstanding from Swing Line Lender (after giving effect to all amounts requested) does not exceed Swing Line Lender's Commitment Amount; (iii) the aggregate principal amount of all Loans outstanding to such Borrower (after giving effect to all amounts requested) does not exceed the Maximum Amount for such Borrower; and (iv) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) does not exceed the aggregate Commitment Amounts, then Swing Line Lender (subject to all of the terms and conditions of this Agreement) shall make all of such Loans (each, a "SWING LINE ADVANCE," and collectively, the "SWING LINE ADVANCES"). Each Borrower promises to pay any Swing Line Advance made to it in full (together with any accrued and unpaid interest thereon) on the earliest of (A) 10 days after the date such Swing Line Advance was made, (B) the date of the next Loan made to such Borrower by Lenders pursuant to SECTION 2.01(A), and (C) the Termination Date. If:
Appears in 4 contracts
Samples: Credit Agreement (Usaa Tax Exempt Fund Inc), Credit Agreement (Usaa Mutual Fund Inc), Credit Agreement (Usaa State Tax Free Trust)
Commitments to Lend. (a) Subject to Each Bank severally agrees, on the terms and conditions set forth in this Agreement, each Lender severally agrees to lend make Loans in dollars and/or euros to each the Company or any Eligible Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect pursuant to such Lender), and such Borrower may borrow, repay, and reborrow this Section 2.01 from time to time during the Revolving Credit Period, upon notice ; provided that the Outstanding Amount (based in respect of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) by such Borrower to Operations Agent given in accordance with SECTION 2.02, such Revolving Credit Loans as are requested by such Borrower up to a maximum aggregate amount Bank at any one time outstanding to such Borrower all Borrowers shall not exceed the amount of its Commitment, and all other Borrowers the Aggregate Outstanding Amount (after giving effect based in respect of any Loan denominated in euros by reference to all amounts requestedthe Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) at any one time equal to such Lender's Commitment Amount, provided that (i) the aggregate principal amount of all Loans outstanding (after giving effect to all amounts requested) to any Borrower shall not exceed at any time the Maximum Amount for such Borrower at such time and (ii) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) shall not exceed at any time the aggregate Commitment AmountsAggregate Commitments. Each Borrowing under this SECTION 2.01(A) Section 2.01 shall be in an aggregate principal amount of not less than $100,000 the Borrowing Minimum or a any larger whole multiple of $10,000 the Borrowing Multiple (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.02(c)) and shall, subject to SECTION 2.01(C), shall be made from the several Lenders pro rata Banks ratably in accordance with each Lender's Commitment Percentageproportion to their respective Commitments. Each Within the foregoing limits, the Borrowers may borrow under this Section 2.01, repay, or to the extent permitted by Section 2.10 prepay, Loans and reborrow at any time during the Revolving Credit Loan shall mature and become due and payable as provided in SECTION 2.05.
(b) Period under this Section 2.01. Notwithstanding the provisions of SECTION 2.01(Aforegoing, no more than fifteen (15) and subject to the terms of this Agreement, each Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect to Swing Line Lender) may request Loans (Swing Line Advances) in an aggregate principal amount of not less than $50,000 or a larger integral multiple of $10,000Term Benchmark Borrowings shall be outstanding at any one time, and if:
(i) the aggregate principal amount of any Borrowing that would exceed such requested Loans (Swing Line Advances) to such Borrower and of all other Loans outstanding to all Borrowers which were limitation shall be made pursuant to the operation of this SECTION 2.01(B) do not exceed $50,000,000;
(ii) the aggregate principal amount of all Loans outstanding from Swing Line Lender (after giving effect to all amounts requested) does not exceed Swing Line Lender's Commitment Amount;
(iii) the aggregate principal amount of all Loans outstanding to such Borrower (after giving effect to all amounts requested) does not exceed the Maximum Amount for such Borrower; and
(iv) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) does not exceed the aggregate Commitment Amounts, then Swing Line Lender (subject to all of the terms and conditions of this Agreement) shall make all of such Loans (each, a "SWING LINE ADVANCE," and collectively, the "SWING LINE ADVANCES"). Each Borrower promises to pay any Swing Line Advance made to it in full (together with any accrued and unpaid interest thereon) on the earliest of (A) 10 days after the date such Swing Line Advance was made, (B) the date of the next Loan made to such Borrower by Lenders pursuant to SECTION 2.01(A), and (C) the Termination Date. If:as an ABR Borrowing.
Appears in 4 contracts
Samples: 364 Day Revolving Credit Agreement (Eaton Corp PLC), Revolving Credit Agreement (Eaton Corp PLC), 364 Day Revolving Credit Agreement (Eaton Corp PLC)
Commitments to Lend. (a) Subject to During the Availability Period, each Bank severally agrees, on the terms and conditions set forth in this Agreement, each Lender severally agrees to lend make loans in Dollars to each the Borrower (other than a or any Additional Borrower that is an Affiliate Advised Borrower with respect pursuant to such Lender), and such Borrower may borrow, repay, and reborrow this Section from time to time during in amounts such that the Dollar Equivalent of the Revolving Credit Period, upon notice Exposure by such Borrower to Operations Agent given in accordance with SECTION 2.02, such Revolving Credit Loans as are requested by such Borrower up to a maximum aggregate amount outstanding to such Borrower and all other Borrowers (after giving effect to all amounts requested) Bank at any one time equal to such Lender's Commitment Amount, provided that (i) the aggregate principal amount of all Loans outstanding (after giving effect to all amounts requested) to any Borrower shall not exceed at any time the Maximum Amount for such Borrower at such time and (ii) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) shall not exceed at any time the aggregate Commitment Amountsits Commitment. Each Borrowing under this SECTION 2.01(A) Section shall be in an aggregate principal amount of not less than $100,000 10,000,000 or a any larger whole multiple of $10,000 1,000,000 (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.2(b)) and shall, subject to SECTION 2.01(C), shall be made from the several Lenders pro rata Banks ratably in accordance with each Lender's Commitment Percentageproportion to their respective Available Commitments. Each Revolving Credit Loan shall mature Within the foregoing limits, the Borrower or any Additional Borrower may borrow under this Section, repay, or to the extent permitted by Section 2.11, prepay Loans and become due and payable as provided in SECTION 2.05reborrow at any time during the Availability Period under this Section.
(b) Notwithstanding During the provisions of SECTION 2.01(A) and subject to Availability Period, each Bank severally agrees, on the terms of and conditions set forth in this Agreement, each to make loans in English pounds sterling or euros (“Euro Loans”) to the Borrower or any Additional Borrower pursuant to this Section from time to time in amounts such that (other than a Borrower that is an Affiliate Advised Borrower with respect to Swing Line Lenderi) may request the Dollar Equivalent of the aggregate principal amount of Committed Loans by such Bank at any one time outstanding shall not exceed the amount of its Commitment and (Swing Line Advancesii) the Dollar Equivalent of the Revolving Exposure by such Bank at any one time outstanding shall not exceed the amount of its Commitment. All Euro Loans shall be Euro-Currency Loans. Each Borrowing under this Section shall be in an aggregate principal amount of not less than the Foreign Currency Equivalent of $50,000 10,000,000 or a any larger integral multiple of the Foreign Currency Equivalent of $10,000, and if:
1,000,000 (i) except that any such Borrowing may be in the aggregate principal amount of such requested available in accordance with Section 3.2(b)) and shall be made from the several Banks ratably in proportion to their respective Available Commitments. Within the foregoing limits, the Borrower or any Additional Borrower may borrow under this Section, repay, or to the extent permitted by Section 2.11, prepay Loans (Swing Line Advances) to such Borrower and of reborrow at any time during the Availability Period under this Section. It is expressly understood and agreed among the parties hereto that any and all other Loans outstanding to all Borrowers which were Euro Loan Borrowings made pursuant to the operation of this SECTION 2.01(BSection 2.1(b) do not exceed $50,000,000;
(ii) the aggregate principal amount of all Loans outstanding from Swing Line Lender (after giving effect to all amounts requested) does not exceed Swing Line Lender's Commitment Amount;
(iii) the aggregate principal amount of all Loans outstanding to such Borrower (after giving effect to all amounts requested) does not exceed the Maximum Amount for such Borrower; and
(iv) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) does not exceed the aggregate Commitment Amounts, then Swing Line Lender (subject to all hereof shall constitute utilizations of the terms Banks’ Commitments hereunder and conditions of this Agreement) shall make all of such Loans (each, a "SWING LINE ADVANCE," and collectively, reduce the "SWING LINE ADVANCES"). Each Borrower promises to pay any Swing Line Advance made to it in full (together with any accrued and unpaid interest thereon) on the earliest of (A) 10 days after the date such Swing Line Advance was made, (B) the date Available Commitment of the next Loan made to such Borrower by Lenders pursuant to SECTION 2.01(A), and (C) the Termination Date. If:Banks accordingly.
Appears in 3 contracts
Samples: Credit Agreement (Ingersoll-Rand PLC), Credit Agreement (Ingersoll-Rand PLC), Credit Agreement (Ingersoll-Rand PLC)
Commitments to Lend. (a) Subject to the terms and conditions set forth in this Agreement, each Lender of the Banks severally agrees to lend make loans denominated in U.S. dollars to each Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect to such Lender)the Borrowers, and such Borrower the Borrowers may borrow, repay, repay and reborrow from time to time during the Revolving Credit Period, upon notice by such a Borrower to Operations the Administrative Agent given in accordance with SECTION 2.02, Section 2.2(a) hereof,
(i) such Revolving Credit Loans sums as are requested by the Tranche A Borrowers, and
(ii) such Borrower up to a maximum sums as are requested by the Tranche B Borrowers, in each case in an aggregate principal amount outstanding to such Borrower and all other Borrowers that will not result (after giving effect to all amounts requested) at any one time equal to outstanding in (a) such Bank’s Tranche A Revolving Credit Exposure exceeding such Lender's ’s Tranche A Commitment Amount, provided that (ib) such Bank’s Tranche B Revolving Credit Exposure exceeding such Bank’s Tranche B Commitment Amount, (c) such Bank’s Revolving Credit Exposure exceeding such Lender’s Commitment Amount, (d) the aggregate principal amount of all Tranche A Loans outstanding to each Tranche A Borrower exceeding its respective Tranche A Sublimit or (after giving effect to all amounts requestede) to any Borrower shall not exceed at any time the Total Revolving Credit Exposures exceeding the total Commitment Amounts (the “Maximum Amount for Amount”), such Borrower is permitted to borrow at such time under applicable laws and regulations, the limitations on borrowing adopted by such Borrower in its Prospectus and/or SAI (iiif applicable) the aggregate principal amount of all Loans outstanding or elsewhere, and any agreements with federal, state, local or foreign governmental authorities or regulators, in each case as in effect from time to all Borrowers (after giving effect to all amounts requested) shall not exceed at any time the aggregate Commitment Amountstime. Each Borrowing under this SECTION 2.01(A) Section shall be in an aggregate principal amount of not less than (x) for Tranche A Loans, $500,000, and integral multiples of $100,000 or a larger whole multiple in excess thereof, and (y) for Tranche B Loans, $5,000,000, and integral multiples of $10,000 and shall, subject to SECTION 2.01(C), 1,000,000 in excess thereof. Each Borrowing under this Section shall be made from the several Lenders Banks pro rata in accordance with each Lender's Bank’s Commitment Percentage. Each Revolving Credit Loan shall mature and become due and payable as provided in SECTION 2.05.
(b) Notwithstanding the provisions of SECTION 2.01(Aclause (a) of this Section 2.1, and subject to the terms and conditions of this Agreement, each Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect to Swing Line LenderLender agrees to make (x) a portion of its Tranche A Commitment Amount available by making Loans to any one or more Tranche A Borrowers and (y) a portion of its Tranche B Commitment Amount available by making Loans to the Tranche B Borrowers, and each Borrower may request Loans (borrow, repay and reborrow such Swing Line Advances) , from time to time during the Revolving Credit Period, upon notice by any Borrower to the Administrative Agent in accordance with Section 2.2(b), in each case in an aggregate principal amount of that will not less than $50,000 or a larger integral multiple of $10,000, and if:
(i) the aggregate principal amount of such requested Loans (Swing Line Advances) to such Borrower and of all other Loans outstanding to all Borrowers which were made pursuant to the operation of this SECTION 2.01(B) do not exceed $50,000,000;
(ii) the aggregate principal amount of all Loans outstanding from Swing Line Lender result (after giving effect to all amounts requested) does not exceed Swing Line Lender's Commitment Amount;
at any one time outstanding in (iiii) the aggregate principal amount of all Loans outstanding to Swing Line Advances made by such Borrower Swing Line Lender exceeding such Swing Line Lender’s Swing Line Commitment, (after giving effect to all amounts requestedii) does not exceed the Maximum Amount for such Borrower; and
Swing Line Lender’s Tranche A Revolving Credit Exposure exceeding its Tranche A Commitment Amount, (iii) such Swing Line Lender’s Tranche B Revolving Credit Exposure exceeding its Tranche B Commitment Amount, (iv) such Swing Line Lender’s Revolving Credit Exposure exceeding its Commitment Amount or (v) the aggregate principal amount sum of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) does not exceed the aggregate Total Revolving Credit Exposure exceeding the total Commitment Amounts, then . All Swing Line Lender (subject to all of Advances shall be made by the terms and conditions of this Agreement) shall make all of such Loans (each, Swing Line Lenders on a "SWING LINE ADVANCE," and collectively, the "SWING LINE ADVANCES")pro rata basis. Each Borrower promises to pay any each Swing Line Advance made to it in full (such Borrower, together with any and all accrued and unpaid interest thereon) , on the earliest earlier of (A) 10 ten (10) days after the date such Swing Line Advance was made, (B) the date of the next Loan made to such Borrower by Lenders the Banks pursuant to SECTION 2.01(A)clause (a) of this Section, and (C) the Termination Date. If:If (x) any Swing Line Advance remains outstanding to any Borrower more than ten (10) days from the date of the advance thereof, (y) Loans are not requested pursuant to clause (a) of this Section by such Borrower prior to the Termination Date, or (z) the Administrative Agent so requests at any time in its sole and absolute discretion, then each Bank (including each of the Swing Line Lenders in its respective capacity as a Bank) shall fund its pro rata share (based upon such Bank’s Commitment Percentage) of the principal amount of such Swing Line Advance with a Committed Loan. Each Bank’s obligation to make such payments to the Administrative Agent for account of the Swing Line Lenders under this clause (b), and the Swing Line Lenders’ rights to receive the same, shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the failure of any other Bank to make its payment under this clause (b), the financial condition of any Borrower, the existence of any Default or Event of Default, the failure of any of the conditions set forth in Article III to be satisfied, or the termination of the Commitments. Each such payment to the Swing Line Lenders shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank agrees to fund its pro rata share of such outstanding Swing Line Advances on (i) the Business Day on which demand therefore is made by the Swing Line Lenders or the Administrative Agent as aforesaid, provided that notice of such demand is given not later than 4:00 p.m. (New York time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time, provided that in no event shall the aggregate outstanding amount of any Bank’s Loans exceed such Bank’s Commitment. If and to the extent that any Bank shall not have so made the amount of such Swing Line Advance available to the Administrative Agent, such Bank agrees to pay to the Administrative Agent for the account of the Swing Line Lenders forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Swing Line Lenders until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate. If prior to the making of a Committed Loan to a Borrower pursuant to the immediately preceding paragraph one or more of the events described in paragraph (d) or (e) of Section 6.1 shall have occurred with respect to such Borrower, each Bank severally, unconditionally and irrevocably agrees that it shall purchase a participating interest in the applicable Swing Line Advances in an amount equal to the amount (if any) of Committed Loans which would otherwise have been made by such Bank pursuant to such paragraph. Each Bank will immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation (the “Swing Line Participation Amount”), and the proceeds of such participation shall be distributed by the Administrative Agent to the Swing Line Lenders in such amount as will reduce the amount of the participating interest retained by the Swing Line Lenders in its Swing Line Advances to the amount of the Committed Loans which were to have been made by it pursuant to the immediately preceding paragraph. Whenever, at any time after any Swing Line Lender has received from any Bank such Lender’s Swing Line Participation Amount, such Swing Line Lender receives any payment on account of the Swing Line Advances, such Swing Line Lender will distribute to such Bank its Swing Line Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Lender’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swing Line Advances then due); provided, however, that in the event that such payment received by such Swing Line Lender is required to be returned, such Bank will return to such Swing Line Lender any portion thereof previously distributed to it by such Swing Line Lender.
Appears in 3 contracts
Samples: Credit Agreement, Credit Agreement (BlackRock Funds II), Credit Agreement (Blackrock Pacific Fund, Inc.)
Commitments to Lend. (a) Subject to During the Revolving Credit Period, each Lender severally agrees, on the terms and conditions set forth in this Agreement, each Lender severally agrees to lend make loans to each the Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect pursuant to such Lender), and such Borrower may borrow, repay, and reborrow this Section from time to time in Dollars in amounts such that (i) such Xxxxxx’s Outstanding Committed Amount shall not exceed its Commitment and (ii) the Total Outstanding Amount shall not exceed the Total Commitments. Within the foregoing limits, the Borrower may borrow under this Section, prepay Revolving Loans to the extent permitted by Section 2.09 and reborrow at any time during the Revolving Credit Period, upon notice by such Borrower to Operations Agent given in accordance with SECTION 2.02, such Revolving Credit Loans as are requested by such Borrower up to a maximum aggregate amount outstanding to such Borrower and all other Borrowers (after giving effect to all amounts requested) at any one time equal to such Lender's Commitment Amount, provided that (i) the aggregate principal amount of all Loans outstanding (after giving effect to all amounts requested) to any Borrower shall not exceed at any time the Maximum Amount for such Borrower at such time and (ii) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) shall not exceed at any time the aggregate Commitment AmountsPeriod under this Section. Each Borrowing under this SECTION 2.01(A) Section shall be in an aggregate principal amount of not less than $100,000 5,000,000 or a any larger whole multiple of $10,000 1,000,000 (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.02) and shall, subject to SECTION 2.01(C), shall be made from the several Lenders pro rata in respective amounts equal to their respective Applicable Percentages of such Borrowing. Subject to Section 8.02, each Revolving Borrowing shall be comprised entirely of Base Rate Loans or Term Benchmark Loans, as the Borrower may request in accordance herewith. Each Lender at its option may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with each Lender's Commitment Percentage. Each Revolving Credit Loan shall mature and become due and payable as provided in SECTION 2.05.
(b) Notwithstanding the provisions of SECTION 2.01(A) and subject to the terms of this Agreement, each Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect to Swing Line Lender) may request Loans (Swing Line Advances) in an aggregate principal amount of not less than $50,000 or a larger integral multiple of $10,000, and if:
(i) the aggregate principal amount of such requested Loans (Swing Line Advances) to such Borrower and of all other Loans outstanding to all Borrowers which were made pursuant to the operation of this SECTION 2.01(B) do not exceed $50,000,000;
(ii) the aggregate principal amount of all Loans outstanding from Swing Line Lender (after giving effect to all amounts requested) does not exceed Swing Line Lender's Commitment Amount;
(iii) the aggregate principal amount of all Loans outstanding to such Borrower (after giving effect to all amounts requested) does not exceed the Maximum Amount for such Borrower; and
(iv) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) does not exceed the aggregate Commitment Amounts, then Swing Line Lender (subject to all of the terms and conditions of this Agreement) shall make all of such Loans (each, a "SWING LINE ADVANCE," and collectively, the "SWING LINE ADVANCES"). Each Borrower promises to pay any Swing Line Advance made to it in full (together with any accrued and unpaid interest thereon) on the earliest of (A) 10 days after the date such Swing Line Advance was made, (B) the date of the next Loan made to such Borrower by Lenders pursuant to SECTION 2.01(A), and (C) the Termination Date. If:.
Appears in 2 contracts
Samples: Loan Modification and Extension Agreement (Martin Marietta Materials Inc), Loan Modification and Extension Agreement (Martin Marietta Materials Inc)
Commitments to Lend. (a) Subject to the terms and conditions set forth in this Agreement, each Lender of the Banks severally agrees to lend make loans denominated in U.S. dollars to each Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect to such Lender)the Borrowers, and such Borrower the Borrowers may borrow, repay, repay and reborrow from time to time during the Revolving Credit Period, upon notice by such a Borrower to Operations the Administrative Agent given in accordance with SECTION 2.02, Section 2.2(a) hereof,
(i) such Revolving Credit Loans sums as are requested by the Tranche A Borrowers, and
(ii) such Borrower up to a maximum sums as are requested by the Tranche B Borrowers, in each case in an aggregate principal amount outstanding to such Borrower and all other Borrowers that will not result (after giving effect to all amounts requested) at any one time equal to outstanding in (a) such Lender's Bank’s Tranche A Revolving Credit Exposure exceeding such Bank’s Tranche A Commitment Amount, provided that (ib) such Bank’s Tranche B Revolving Credit Exposure exceeding such Bank’s Tranche B Commitment Amount, (c) such Bank’s Revolving Credit Exposure exceeding such Bank’s Commitment Amount, (d) the aggregate principal amount of all Tranche A Loans outstanding to each Tranche A Borrower exceeding its respective Tranche A Sublimit or (after giving effect to all amounts requestede) to any Borrower shall not exceed at any time the Total Revolving Credit Exposures exceeding the total Commitment Amounts (the “Maximum Amount for Amount”), such Borrower is permitted to borrow at such time under applicable laws and regulations, the limitations on borrowing adopted by such Borrower in its Prospectus and/or SAI (iiif applicable) the aggregate principal amount of all Loans outstanding or elsewhere, and any agreements with federal, state, local or foreign governmental authorities or regulators, in each case as in effect from time to all Borrowers (after giving effect to all amounts requested) shall not exceed at any time the aggregate Commitment Amountstime. Each Borrowing under this SECTION 2.01(A) Section shall be in an aggregate principal amount of not less than (x) for Tranche A Loans, $500,000, and integral multiples of $100,000 or a larger whole multiple in excess thereof, and (y) for Tranche B Loans, $5,000,000, and integral multiples of $10,000 and shall, subject to SECTION 2.01(C), 1,000,000 in excess thereof. Each Borrowing under this Section shall be made from the several Lenders Banks pro rata in accordance with each Lender's Bank’s Commitment Percentage. Each Revolving Credit Loan shall mature and become due and payable as provided in SECTION 2.05.
(b) Notwithstanding the provisions of SECTION 2.01(Aclause (a) of this Section 2.1, and subject to the terms and conditions of this Agreement, each Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect to Swing Line LenderLender agrees to make (x) a portion of its Tranche A Commitment Amount available by making Loans to any one or more Tranche A Borrowers and (y) a portion of its Tranche B Commitment Amount available by making Loans to the Tranche B Borrowers, and each Borrower may request Loans (borrow, repay and reborrow such Swing Line Advances) , from time to time during the Revolving Credit Period, upon notice by any Borrower to the Administrative Agent in accordance with Section 2.2(b), in each case in an aggregate principal amount of that will not less than $50,000 or a larger integral multiple of $10,000, and if:
(i) the aggregate principal amount of such requested Loans (Swing Line Advances) to such Borrower and of all other Loans outstanding to all Borrowers which were made pursuant to the operation of this SECTION 2.01(B) do not exceed $50,000,000;
(ii) the aggregate principal amount of all Loans outstanding from Swing Line Lender result (after giving effect to all amounts requested) does not exceed Swing Line Lender's Commitment Amount;
at any one time outstanding in (iiii) the aggregate principal amount of all Loans outstanding to Swing Line Advances made by such Borrower Swing Line Lender exceeding such Swing Line Lender’s Swing Line Commitment, (after giving effect to all amounts requestedii) does not exceed the Maximum Amount for such Borrower; and
Swing Line Lender’s Tranche A Revolving Credit Exposure exceeding its Tranche A Commitment Amount, (iii) such Swing Line Lender’s Tranche B Revolving Credit Exposure exceeding its Tranche B Commitment Amount, (iv) such Swing Line Lender’s Revolving Credit Exposure exceeding its Commitment Amount or (v) the aggregate principal amount sum of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) does not exceed the aggregate Total Revolving Credit Exposure exceeding the total Commitment Amounts, then . All Swing Line Lender (subject to all of Advances shall be made by the terms and conditions of this Agreement) shall make all of such Loans (each, Swing Line Lenders on a "SWING LINE ADVANCE," and collectively, the "SWING LINE ADVANCES")pro rata basis. Each Borrower promises to pay any each Swing Line Advance made to it in full (such Borrower, together with any and all accrued and unpaid interest thereon) , on the earliest earlier of (A) 10 ten (10) days after the date such Swing Line Advance was made, (B) the date of the next Loan made to such Borrower by Lenders the Banks pursuant to SECTION 2.01(A)clause (a) of this Section, and (C) the Termination Date. If:If (x) any Swing Line Advance remains outstanding to any Borrower more than ten (10) days from the date of the advance thereof, (y) Loans are not requested pursuant to clause (a) of this Section by such Borrower prior to the Termination Date, or (z) the Administrative Agent so requests at any time in its sole and absolute discretion, then each Bank (including each of the Swing Line Lenders in its respective capacity as a Bank) shall fund its pro rata share (based upon such Bank’s Commitment Percentage) of the principal amount of such Swing Line Advance with a Committed Loan. Each Bank’s obligation to make such payments to the Administrative Agent for account of the Swing Line Lenders under this clause (b), and the Swing Line Lenders’ rights to receive the same, shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the failure of any other Bank to make its payment under this clause (b), the financial condition of any Borrower, the existence of any Default or Event of Default, the failure of any of the conditions set forth in Article III to be satisfied, or the termination of the Commitments. Each such payment to the Swing Line Lenders shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank agrees to fund its pro rata share of such outstanding Swing Line Advances on (i) the Business Day on which demand therefore is made by the Swing Line Lenders or the Administrative Agent as aforesaid, provided that notice of such demand is given not later than 4:00 p.m. (New York time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time, provided that in no event shall the aggregate outstanding amount of any Bank’s Loans exceed such Bank’s Commitment. If and to the extent that any Bank shall not have so made the amount of such Swing Line Advance available to the Administrative Agent, such Bank agrees to pay to the Administrative Agent for the account of the Swing Line Lenders forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Swing Line Lenders until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate. If prior to the making of a Committed Loan to a Borrower pursuant to the immediately preceding paragraph one or more of the events described in paragraph (d) or (e) of Section 6.1 shall have occurred with respect to such Borrower, each Bank severally, unconditionally and irrevocably agrees that it shall purchase a participating interest in the applicable Swing Line Advances in an amount equal to the amount (if any) of Committed Loans which would otherwise have been made by such Bank pursuant to such paragraph. Each Bank will immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation (the “Swing Line Participation Amount”), and the proceeds of such participation shall be distributed by the Administrative Agent to the Swing Line Lenders in such amount as will reduce the amount of the participating interest retained by the Swing Line Lenders in its Swing Line Advances to the amount of the Committed Loans which were to have been made by it pursuant to the immediately preceding paragraph. Whenever, at any time after any Swing Line Lender has received from any Bank such Bank’s Swing Line Participation Amount, such Swing Line Lender receives any payment on account of the Swing Line Advances, such Swing Line Lender will distribute to such Bank its Swing Line Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Bank’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Bank’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swing Line Advances then due); provided, however, that in the event that such payment received by such Swing Line Lender is required to be returned, such Bank will return to such Swing Line Lender any portion thereof previously distributed to it by such Swing Line Lender.
Appears in 2 contracts
Samples: Credit Agreement (Blackrock Funds), Credit Agreement (BlackRock Series Fund, Inc.)
Commitments to Lend. (a) Subject to During the Revolving Credit Period, each Revolving Lender severally agrees, on the terms and conditions set forth in this Agreement, each Lender severally agrees to lend make loans to each the Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect pursuant to such Lender), and such Borrower may borrow, repay, and reborrow this Section from time to time in amounts such that (i) such Lender’s Outstanding Revolving Committed Amount shall not exceed its Revolving Commitment and (ii) the Total Outstanding Revolving Amount shall not exceed the Total Revolving Commitments. Within the foregoing limits, the Borrower may borrow under this Section, prepay Revolving Loans to the extent permitted by Section 2.09 and reborrow at any time during the Revolving Credit Period, upon notice by such Borrower to Operations Agent given in accordance with SECTION 2.02, such Revolving Credit Loans as are requested by such Borrower up to a maximum aggregate amount outstanding to such Borrower and all other Borrowers (after giving effect to all amounts requested) at any one time equal to such Lender's Commitment Amount, provided that (i) the aggregate principal amount of all Loans outstanding (after giving effect to all amounts requested) to any Borrower shall not exceed at any time the Maximum Amount for such Borrower at such time and (ii) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) shall not exceed at any time the aggregate Commitment AmountsPeriod under this Section. Each Borrowing under this SECTION 2.01(A) Section shall be in an aggregate principal amount of not less than $100,000 5,000,000 or a any larger whole multiple of $10,000 1,000,000 (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.02) and shall, subject to SECTION 2.01(C), shall be made from the several Revolving Lenders pro rata in accordance with each Lender's Commitment Percentage. Each Revolving Credit Loan shall mature and become due and payable as provided in SECTION 2.05respective amounts equal to their respective Applicable Percentages of such Borrowing.
(b) Notwithstanding the provisions of SECTION 2.01(A) and subject to the terms of this AgreementEach Term Lender severally agrees, each Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect to Swing Line Lender) may request Loans (Swing Line Advances) in an aggregate principal amount of not less than $50,000 or a larger integral multiple of $10,000, and if:
(i) the aggregate principal amount of such requested Loans (Swing Line Advances) to such Borrower and of all other Loans outstanding to all Borrowers which were made pursuant to the operation of this SECTION 2.01(B) do not exceed $50,000,000;
(ii) the aggregate principal amount of all Loans outstanding from Swing Line Lender (after giving effect to all amounts requested) does not exceed Swing Line Lender's Commitment Amount;
(iii) the aggregate principal amount of all Loans outstanding to such Borrower (after giving effect to all amounts requested) does not exceed the Maximum Amount for such Borrower; and
(iv) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) does not exceed the aggregate Commitment Amounts, then Swing Line Lender (subject to all of on the terms and conditions of set forth in this Agreement) shall , to make all of such Loans (each, a "SWING LINE ADVANCE," and collectively, loan to the "SWING LINE ADVANCES"). Each Borrower promises to pay any Swing Line Advance made to it in full (together with any accrued and unpaid interest thereon) on the earliest of (A) 10 days after the date Effective Date in an amount equal to such Swing Line Advance was madeLender’s Term Commitment. The Term Commitments are not revolving in nature, (B) the date and amounts repaid in respect of the next Loan made to such Borrower by Lenders pursuant to SECTION 2.01(A), and (C) the Termination Date. If:Term Loans may not be reborrowed.
Appears in 2 contracts
Samples: Credit Agreement (Martin Marietta Materials Inc), Credit Agreement (Martin Marietta Materials Inc)
Commitments to Lend. (a) Subject to the terms and conditions set forth in this Agreement, each Lender of the Banks severally agrees to lend to each Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect to such Lender)Borrower, and such each Borrower may borrow, repay, repay and reborrow from time to time during the Revolving Credit Period, upon notice by such Borrower to the Operations Agent given in accordance with SECTION 2.02Section 2.02 hereof, such Revolving Credit Loans sums as are requested by such Borrower up to a maximum aggregate amount outstanding to such Borrower and all other Borrowers (after giving effect to all amounts outstanding and all amounts requested) at any one time equal to such LenderBank's Commitment Amount, provided that (i) the aggregate principal amount of all Loans outstanding any Borrower's Debt (after giving effect to all amounts requestedrequested by such Borrower) to any Borrower shall not exceed at any time the Maximum Amount for such Borrower at such time and (ii) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) shall not exceed at any time the aggregate Commitment Amounts. Each Borrowing under this SECTION 2.01(A) Section shall be in an aggregate principal amount of not less than $100,000 1,000,000 or a larger whole multiple of $10,000 100,000 in excess thereof and shall, subject to SECTION 2.01(C), shall be made from the several Lenders Banks pro rata in accordance with each LenderBank's Commitment Percentage. Each Revolving Credit Loan shall mature and become due and payable as provided in SECTION Section 2.05.
(b) Notwithstanding the provisions of SECTION 2.01(Aclause (a) of this Section 2.01 and subject to the terms of this Agreement, each Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect to Swing Line Lender) may request Loans (Swing Line Advances) in an aggregate principal amount of not less than $50,000 or a larger integral multiple in excess of $10,00050,000,000, and if:
(i) the aggregate principal amount of such requested Loans (Swing Line Advances) to such Borrower and of all other Loans outstanding to all the Borrowers which were made pursuant to the operation of this SECTION 2.01(Bclause (b) do not exceed $50,000,000;
(ii) the aggregate principal amount of all Loans outstanding from Swing Line Lender State Street (after giving effect to all amounts requested) does not exceed Swing Line LenderState Street's Commitment Amount;
(iii) the aggregate principal amount of all Loans outstanding to such Borrower Borrower's Debt (after giving effect to all amounts Loans requested) does not exceed the Maximum Amount for such Borrower; and
(iv) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) does not exceed the aggregate Commitment Amounts, then Swing Line Lender State Street (subject to all of the terms and conditions of this Agreement) shall may, in its sole discretion, make all of such Loans (each, a "SWING LINE ADVANCE," and Swing Line Advance and, collectively, the "SWING LINE ADVANCESSwing Line Advances"). Each Borrower promises to pay any Swing Line Advance made to it in full (together with any accrued and unpaid interest thereon) ), and such Swing Line Advance shall mature, on the earliest of (A) 10 seven (7) days after the date such Swing Line Advance was made, (B) the date of the next Loan made to such Borrower by Lenders the Banks pursuant to SECTION 2.01(A)clause (a) of this Section, and (C) the Termination Date. If:
Appears in 2 contracts
Samples: Credit Agreement (Columbia Funds Trust Iii), Credit Agreement (Columbia Funds Trust Ii)
Commitments to Lend. (a) Subject to Each Bank severally agrees, on the terms and conditions set forth in this Agreement, each Lender severally agrees to lend make Loans in dollars and/or euros to each the Company or any Eligible Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect pursuant to such Lender), and such Borrower may borrow, repay, and reborrow this Section 2.01 from time to time during the Revolving Credit Period, upon notice ; provided that the Outstanding Amount (based in respect of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) by such Borrower to Operations Agent given in accordance with SECTION 2.02, such Revolving Credit Loans as are requested by such Borrower up to a maximum aggregate amount Bank at any one time outstanding to such Borrower all Borrowers shall not exceed the amount of its Commitment, and all other Borrowers the Aggregate Outstanding Amount (after giving effect based in respect of any Loan denominated in euros by reference to all amounts requestedthe Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) at any one time equal to such Lender's Commitment Amount, provided that (i) the aggregate principal amount of all Loans outstanding (after giving effect to all amounts requested) to any Borrower shall not exceed at any time the Maximum Amount for such Borrower at such time and (ii) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) shall not exceed at any time the aggregate Commitment AmountsAggregate Commitments. Each Borrowing under this SECTION 2.01(A) Section 2.01 shall be in an aggregate principal amount of not less than $100,000 the Borrowing Minimum or a any larger whole multiple of $10,000 the Borrowing Multiple (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.02(c)) and shall, subject to SECTION 2.01(C), shall be made from the several Lenders pro rata Banks ratably in accordance with each Lender's Commitment Percentageproportion to their respective Commitments. Each Within the foregoing limits, the Borrowers may borrow under this Section 2.01, repay, or to the extent permitted by Section 2.10 prepay, Loans and reborrow at any time during the Revolving Credit Loan shall mature and become due and payable as provided in SECTION 2.05.
(b) Period under this Section 2.01. Notwithstanding the provisions of SECTION 2.01(Aforegoing, no more than fifteen (15) and subject to the terms of this Agreement, each Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect to Swing Line Lender) may request Loans (Swing Line Advances) in an aggregate principal amount of not less than $50,000 or a larger integral multiple of $10,000Eurocurrency Borrowings shall be outstanding at any one time, and if:
(i) the aggregate principal amount of any Borrowing that would exceed such requested Loans (Swing Line Advances) to such Borrower and of all other Loans outstanding to all Borrowers which were limitation shall be made pursuant to the operation of this SECTION 2.01(B) do not exceed $50,000,000;
(ii) the aggregate principal amount of all Loans outstanding from Swing Line Lender (after giving effect to all amounts requested) does not exceed Swing Line Lender's Commitment Amount;
(iii) the aggregate principal amount of all Loans outstanding to such Borrower (after giving effect to all amounts requested) does not exceed the Maximum Amount for such Borrower; and
(iv) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) does not exceed the aggregate Commitment Amounts, then Swing Line Lender (subject to all of the terms and conditions of this Agreement) shall make all of such Loans (each, a "SWING LINE ADVANCE," and collectively, the "SWING LINE ADVANCES"). Each Borrower promises to pay any Swing Line Advance made to it in full (together with any accrued and unpaid interest thereon) on the earliest of (A) 10 days after the date such Swing Line Advance was made, (B) the date of the next Loan made to such Borrower by Lenders pursuant to SECTION 2.01(A), and (C) the Termination Date. If:as an ABR Borrowing.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Eaton Corp PLC), 364 Day Revolving Credit Agreement (Eaton Corp PLC)
Commitments to Lend. (a) Subject From the date hereof to but not ------------------- including the Termination Date, each Bank severally agrees, on the terms and conditions set forth in this Agreement, each Lender severally agrees to lend to each the Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect pursuant to such Lender), and such Borrower may borrow, repay, and reborrow this Section 2.01 from time to time during the Revolving Credit Periodamounts such that, upon notice by such Borrower to Operations Agent given in accordance with SECTION 2.02, such Revolving Credit Loans as are requested by such Borrower up to a maximum aggregate amount outstanding to such Borrower and all other Borrowers (after giving effect to all amounts requested) at any one time equal to each such Lender's Commitment Amount, provided that Borrowing: (i) the then aggregate outstanding principal amount Dollar Amount of all Syndicated Loans outstanding (after giving effect made by such Bank to all amounts requested) to any the Borrower shall not exceed at any time the Maximum Amount for amount of such Borrower at such time Bank's Commitment then in effect and (ii) the then aggregate outstanding principal amount Dollar Amount of all Syndicated Loans outstanding and all Money Market Loans made by the Banks to all Borrowers (after giving effect to all amounts requested) the Borrower shall not exceed at any time the aggregate Commitment Amountsamount of the Commitments then in effect. Each Borrowing under this SECTION 2.01(A) Section 2.01 shall be in an aggregate principal amount of not less than $100,000 10,000,000 (or the Approximate Equivalent Amount thereof) or a larger whole multiple of $10,000 1,000,000 (or the Approximate Equivalent Amount thereof) (except that any such Borrowing may be in the aggregate amount of the unused Commitments or the Equivalent Amount thereof) and shall, subject to SECTION 2.01(C), shall be made from the several Lenders pro rata Banks ratably in accordance with each Lender's Commitment Percentageproportion to their respective Commitments. Each Revolving Credit Loan shall mature and become due and payable as provided in SECTION 2.05.
(b) Notwithstanding Within the provisions of SECTION 2.01(A) and subject foregoing limits, the Borrower may borrow under this Section 2.01, repay, or to the terms of extent permitted by Section 2.11, prepay Loans and reborrow under this Agreement, each Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect Section 2.01 at any time prior to Swing Line Lender) may request Loans (Swing Line Advances) in an aggregate principal amount of not less than $50,000 or a larger integral multiple of $10,000, and if:
(i) the aggregate principal amount of such requested Loans (Swing Line Advances) to such Borrower and of all other Loans outstanding to all Borrowers which were made pursuant to the operation of this SECTION 2.01(B) do not exceed $50,000,000;
(ii) the aggregate principal amount of all Loans outstanding from Swing Line Lender (after giving effect to all amounts requested) does not exceed Swing Line Lender's Commitment Amount;
(iii) the aggregate principal amount of all Loans outstanding to such Borrower (after giving effect to all amounts requested) does not exceed the Maximum Amount for such Borrower; and
(iv) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) does not exceed the aggregate Commitment Amounts, then Swing Line Lender (subject to all of the terms and conditions of this Agreement) shall make all of such Loans (each, a "SWING LINE ADVANCE," and collectively, the "SWING LINE ADVANCES"). Each Borrower promises to pay any Swing Line Advance made to it in full (together with any accrued and unpaid interest thereon) on the earliest of (A) 10 days after the date such Swing Line Advance was made, (B) the date of the next Loan made to such Borrower by Lenders pursuant to SECTION 2.01(A), and (C) the Termination Date. If:Subject to the preceding provisions of this Section 2.01, each Bank severally agrees to make Euro-Currency Loans in the Agreed Currencies.
Appears in 2 contracts
Samples: Credit Agreement (Arco Chemical Co), Credit Agreement (Arco Chemical Co)
Commitments to Lend. (a) Subject to During the Availability Period, each Bank severally agrees, on the terms and conditions set forth in this Agreement, each Lender severally agrees to lend make loans in Dollars to each any Borrower (other than a or any Additional Borrower that is an Affiliate Advised Borrower with respect pursuant to such Lender), and such Borrower may borrow, repay, and reborrow this Section from time to time during in amounts such that the Dollar Equivalent of the Revolving Credit Period, upon notice Exposure by such Borrower to Operations Agent given in accordance with SECTION 2.02, such Revolving Credit Loans as are requested by such Borrower up to a maximum aggregate amount outstanding to such Borrower and all other Borrowers (after giving effect to all amounts requested) Bank at any one time equal to such Lender's Commitment Amount, provided that (i) the aggregate principal amount of all Loans outstanding (after giving effect to all amounts requested) to any Borrower shall not exceed at any time the Maximum Amount for such Borrower at such time and (ii) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) shall not exceed at any time the aggregate Commitment Amountsits Commitment. Each Borrowing under this SECTION 2.01(A) Section shall be in an aggregate principal amount of not less than $100,000 10,000,000 or a any larger whole multiple of $10,000 1,000,000 (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.2(b)) and shall, subject to SECTION 2.01(C), shall be made from the several Lenders pro rata Banks ratably in accordance with each Lender's Commitment Percentageproportion to their respective Available Commitments. Each Revolving Credit Loan shall mature Within the foregoing limits, any Borrower or any Additional Borrower may borrow under this Section, repay, or to the extent permitted by Section 2.11, prepay Loans and become due and payable as provided in SECTION 2.05reborrow at any time during the Availability Period under this Section.
(b) Notwithstanding During the provisions of SECTION 2.01(A) and subject to Availability Period, each Bank severally agrees, on the terms of and conditions set forth in this Agreement, each to make loans in English pounds sterling or euros (“Euro Loans”) to any Borrower or any Additional Borrower pursuant to this Section from time to time in amounts such that (other than a Borrower that is an Affiliate Advised Borrower with respect to Swing Line Lenderi) may request the Dollar Equivalent of the aggregate principal amount of Committed Loans by such Bank at any one time outstanding shall not exceed the amount of its Commitment and (Swing Line Advancesii) the Dollar Equivalent of the Revolving Exposure by such Bank at any one time outstanding shall not exceed the amount of its Commitment. All Euro Loans shall be Euro-Currency Loans. Each Borrowing under this Section shall be in an aggregate principal amount of not less than the Foreign Currency Equivalent of $50,000 10,000,000 or a any larger integral multiple of the Foreign Currency Equivalent of $10,000, and if:
1,000,000 (i) except that any such Borrowing may be in the aggregate principal amount of such requested available in accordance with Section 3.2(b)) and shall be made from the several Banks ratably in proportion to their respective Available Commitments. Within the foregoing limits, any Borrower or any Additional Borrower may borrow under this Section, repay, or to the extent permitted by Section 2.11, prepay Loans (Swing Line Advances) to such Borrower and of reborrow at any time during the Availability Period under this Section. It is expressly understood and agreed among the parties hereto that any and all other Loans outstanding to all Borrowers which were Euro Loan Borrowings made pursuant to the operation of this SECTION 2.01(BSection 2.1(b) do not exceed $50,000,000;
(ii) the aggregate principal amount of all Loans outstanding from Swing Line Lender (after giving effect to all amounts requested) does not exceed Swing Line Lender's Commitment Amount;
(iii) the aggregate principal amount of all Loans outstanding to such Borrower (after giving effect to all amounts requested) does not exceed the Maximum Amount for such Borrower; and
(iv) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) does not exceed the aggregate Commitment Amounts, then Swing Line Lender (subject to all hereof shall constitute utilizations of the terms Banks’ Commitments hereunder and conditions of this Agreement) shall make all of such Loans (each, a "SWING LINE ADVANCE," and collectively, reduce the "SWING LINE ADVANCES"). Each Borrower promises to pay any Swing Line Advance made to it in full (together with any accrued and unpaid interest thereon) on the earliest of (A) 10 days after the date such Swing Line Advance was made, (B) the date Available Commitment of the next Loan made to such Borrower by Lenders pursuant to SECTION 2.01(A), and (C) the Termination Date. If:Banks accordingly.
Appears in 2 contracts
Samples: Credit Agreement (Ingersoll-Rand PLC), Credit Agreement (Ingersoll-Rand PLC)
Commitments to Lend. (a) Subject to Each 2026 Revolving Lender severally agrees, on the terms and conditions set forth in this Agreement, to make Revolving Loans in Dollars to the Borrower pursuant to this Section 2.01(a) (each Lender severally agrees to lend to each Borrower (other than such loan, a Borrower that is an Affiliate Advised Borrower with respect to such Lender), and such Borrower may borrow, repay, and reborrow “2026 Revolving Loan”) from time to time during the Availability Period in amounts such that its 2026 Revolving Credit PeriodOutstandings shall not exceed its 2026 Revolving Commitment; provided, upon notice by such Borrower to Operations Agent given in accordance with SECTION 2.02that, such Revolving Credit Loans as are requested by such Borrower up to a maximum aggregate amount outstanding to such Borrower and all other Borrowers (immediately after giving effect to all amounts requested) at any one time equal to each such Lender's Commitment Amount2026 Revolving Loan, provided that (i) the aggregate principal amount of all outstanding Revolving Loans outstanding (after giving effect to all amounts requested) to any Borrower shall not exceed at any time the Maximum Amount for such Borrower at such time and (ii) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) shall not exceed at any time the aggregate Commitment AmountsCommitments less the sum of all outstanding Swingline Loans and Letter of Credit Liabilities. Each 2026 Revolving Borrowing under this SECTION 2.01(A(other than Mandatory Letter of Credit Borrowings) shall be in an aggregate principal amount of not less than $100,000 10,000,000 or a any larger whole integral multiple of $10,000 1,000,000 (except that any such 2026 Revolving Borrowing may be in the aggregate amount of the unused 2026 Revolving Commitments) and shall, subject to SECTION 2.01(C), shall be made from the several 2026 Revolving Lenders pro rata ratably in accordance with each Lender's Commitment Percentageproportion to their respective 2026 Revolving Commitments. Each Within the foregoing limits, the Borrower may borrow under this Section 2.01(a), repay, or, to the extent permitted by Section 2.10, prepay, 2026 Revolving Credit Loan shall mature Loans and become due and payable as provided in SECTION 2.05reborrow under this Section 2.01(a).
(b) Notwithstanding the provisions of SECTION 2.01(A) and subject to Each 2027 Revolving Lender severally agrees, on the terms of and conditions set forth in this Agreement, to make Revolving Loans in Dollars to the Borrower pursuant to this Section 2.01(b) (each Borrower such loan, a “2027 Revolving Loan”) from time to time during the Availability Period in amounts such that its 2027 Revolving Outstandings shall not exceed its 2027 Revolving Commitment; provided, that, immediately after giving effect to each such 2027 Revolving Loan, the aggregate principal amount of all outstanding Revolving Loans (after giving effect to any amount requested) shall not exceed the aggregate Commitments less the sum of all outstanding Swingline Loans and Letter of Credit Liabilities. Each 2027 Revolving Borrowing (other than a Borrower that is an Affiliate Advised Borrower with respect to Swing Line LenderMandatory Letter of Credit Borrowings) may request Loans (Swing Line Advances) shall be in an aggregate principal amount of not less than $50,000 10,000,000 or a any larger integral multiple of $10,0001,000,000 (except that any such 2027 Revolving Borrowing may be in the aggregate amount of the unused 2027 Revolving Commitments) and shall be made from the several 2027 Revolving Lenders ratably in proportion to their respective 2027 Revolving Commitments. Within the foregoing limits, the Borrower may borrow under this Section 2.01(b), repay, or, to the extent permitted by Section 2.10, prepay, 2026 Revolving Loans and if:reborrow under this Section 2.01(b).
(ic) (x) From and after the aggregate principal amount of such requested Amendment No. 1 Effective Date until the 2026 Termination Date, all Revolving Loans shall be made on a pro rata basis between the 2026 Revolving Commitments and the 2027 Revolving Commitments and (Swing Line Advances) to such Borrower and of all other Loans outstanding to all Borrowers which were made pursuant to the operation of this SECTION 2.01(B) do not exceed $50,000,000;
(ii) the aggregate principal amount of all Loans outstanding from Swing Line Lender (after giving effect to all amounts requested) does not exceed Swing Line Lender's Commitment Amount;
(iii) the aggregate principal amount of all Loans outstanding to such Borrower (after giving effect to all amounts requested) does not exceed the Maximum Amount for such Borrower; and
(iv) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) does not exceed the aggregate Commitment Amounts, then Swing Line Lender (subject to all of the terms and conditions of this Agreement) shall make all of such Loans (each, a "SWING LINE ADVANCE," and collectively, the "SWING LINE ADVANCES"). Each Borrower promises to pay any Swing Line Advance made to it in full (together with any accrued and unpaid interest thereony) on the earliest of (A) 10 days and after the date such Swing Line Advance was made, (B) the date of the next Loan made to such Borrower by Lenders pursuant to SECTION 2.01(A), and (C) the 2026 Termination Date. If:, all Revolving Loans shall be made on a pro rata basis between the 2027 Revolving Lenders.
Appears in 2 contracts
Samples: Revolving Credit Agreement, Revolving Credit Agreement
Commitments to Lend. (a) Subject to Each Term Loan Bank severally agrees, on the terms and conditions set forth in this Agreement, each Lender severally agrees to lend make Term Loans to each the Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect pursuant to such Lender), and such Borrower may borrow, repay, and reborrow this Section from time to time in up to four (4) Borrowings during the Revolving Credit Period, upon notice Term Loan Commitment Period as requested by such the Borrower to Operations Agent given in accordance with SECTION 2.02, such Revolving Credit Loans as are requested by such Borrower up Section 2.2 in an amount not to a maximum aggregate amount outstanding to such Borrower and all other Borrowers (after giving effect to all amounts requested) at any one time equal to such Lender's Commitment Amount, exceed its Term Loan Commitment; provided that (i) if the Borrower does not make Borrowings of Term Loans in an aggregate principal amount of at least fifty percent (50%) of the sum of the Amendment No. 1 Incremental Commitments plus the Amendment No. 2 Incremental Commitments as in effect on the Amendment No. 2 Effective Date on or prior to April 3, 2023 then the Amendment No. 1 Incremental Commitments and the Amendment No. 2 Incremental Commitments shall be reduced in accordance with Section 2.9, (ii) all Borrowings of Term Loans shall be made no later than the last day of the Term Loan Commitment Period, (iii) the aggregate principal amount of all any such Borrowing of Term Loans outstanding shall not exceed the amount of the unused total Term Loan Commitments on the date of such Borrowing of Term Loans, and (after giving effect iv) the principal amount of Term Loans made by any Term Loan Bank to all amounts requested) to any the Borrower shall not exceed at any such Term Loan Bank’s Term Loan Commitment. The Term Loan Commitments of the Term Loan Banks to make the Term Loans (other than the New Term Loan Commitments, which shall be governed by Section 9.17) shall expire on the last day of the Term Loan Commitment Period (regardless of the failure of the Borrower to fully utilize the Term Loan Commitments) and the Term Loan Amount shall be reduced by the amount of such expired Term Loan Commitments. If the Term Loan Amount shall be increased in accordance with Section 9.17, each Term Loan Bank whose Term Loan Commitment shall have been increased in accordance therewith or who shall have become a Term Loan Bank hereunder, severally agrees, on the terms and conditions set forth in this Agreement, to make Term Loans to the Borrower pursuant to this Section from time the Maximum Amount for to time in amounts such Borrower at such time and (ii) that the aggregate principal amount of all Term Loans by such Term Loan Bank at any one time outstanding to all Borrowers (after giving effect to all amounts requested) shall not exceed at any time the amount of its Term Loan Commitment. The aggregate Commitment Amountsamount of Term Loans to be made hereunder shall not exceed the Term Loan Amount. Each Borrowing under this SECTION 2.01(A) Section 2.1 shall be in an aggregate principal amount of not less than at least (i) with respect to the Term Loan Commitments in effect on the Amendment No. 1 Effective Date, $100,000 20,000,000, and (ii) otherwise, $10,000,000, or a larger whole an integral multiple of $10,000 500,000 in excess thereof and shall, subject to SECTION 2.01(C), shall be made from the several Lenders pro rata Term Loan Banks ratably in accordance with each Lender's Commitment Percentageproportion to their respective Term Loan Commitments. Each Revolving Credit Loan shall mature and become due and payable as provided in SECTION 2.05Any Term Loans that are repaid may not be reborrowed.
(b) Notwithstanding the provisions of SECTION 2.01(A) and subject to the terms of this Agreement, each Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect to Swing Line Lender) may request Loans (Swing Line Advances) in an aggregate principal amount of not less than $50,000 or a larger integral multiple of $10,000, and if:
(i) the aggregate principal amount of such requested Loans (Swing Line Advances) to such Borrower and of all other Loans outstanding to all Borrowers which were made pursuant to the operation of this SECTION 2.01(B) do not exceed $50,000,000;
(ii) the aggregate principal amount of all Loans outstanding from Swing Line Lender (after giving effect to all amounts requested) does not exceed Swing Line Lender's Commitment Amount;
(iii) the aggregate principal amount of all Loans outstanding to such Borrower (after giving effect to all amounts requested) does not exceed the Maximum Amount for such Borrower; and
(iv) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) does not exceed the aggregate Commitment Amounts, then Swing Line Lender (subject to all of the terms and conditions of this Agreement) shall make all of such Loans (each, a "SWING LINE ADVANCE," and collectively, the "SWING LINE ADVANCES"). Each Borrower promises to pay any Swing Line Advance made to it in full (together with any accrued and unpaid interest thereon) on the earliest of (A) 10 days after the date such Swing Line Advance was made, (B) the date of the next Loan made to such Borrower by Lenders pursuant to SECTION 2.01(A), and (C) the Termination Date. If:
Appears in 2 contracts
Samples: Term Loan Agreement (Kilroy Realty, L.P.), Term Loan Agreement (Kilroy Realty, L.P.)
Commitments to Lend. (a) Subject to the terms and conditions set forth in this Agreement, each Lender of the Banks severally agrees to lend make loans to each Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect to such Lender)the Borrowers, and such Borrower the Borrowers may borrow, repay, repay and reborrow from time to time during the Revolving Credit Period, upon notice by such a Borrower to Operations the Administrative Agent given in accordance with SECTION 2.02, Section 2.2(a) hereof,
(i) such Revolving Credit Loans sums as are requested by such Borrower the Tranche A Borrowers up to a maximum aggregate amount outstanding to such Borrower and all other Borrowers (after giving effect to all amounts requested) at any one time equal to such Lender's Bank’s Tranche A Commitment Amount, and
(ii) such sums as are requested by the Tranche B Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank’s Tranche B Commitment Amount, provided that (ia) the aggregate principal amount of all Tranche A Loans outstanding (after giving effect to all amounts requested) shall not exceed at any time the aggregate Tranche A Commitment Amounts of all of the Banks less outstanding Tranche A Swing Line Advances, (b) the aggregate principal amount of all Tranche A Loans outstanding to each Tranche A Borrower (after giving effect to all amounts requested) shall not exceed at any time its respective Tranche A Sublimit, (c) the aggregate principal amount of all Tranche B Loans outstanding (after giving effect to all amounts requested) shall not exceed at any time the aggregate Tranche B Commitment Amounts of all of the Banks less outstanding Tranche B Swing Line Advances, (d) the aggregate principal amount of all Loans outstanding (after giving effect to all amounts requested) to any Borrower shall not exceed at any time the Maximum Amount for aggregate Commitment Amounts of all of the Banks, (e) the aggregate principal amount of any Bank’s outstanding Loans shall not exceed at any time the amount of such Borrower at such time Bank’s Commitment and (iif) the aggregate principal amount of all Loans outstanding to all Borrowers any Borrower (after giving effect to all amounts requested) shall not exceed at any time the aggregate Commitment Amountsmaximum amount (the “Maximum Amount”) such Borrower is permitted to borrow at such time under applicable laws and regulations, the limitations on borrowing adopted by such Borrower in its Prospectus and/or SAI (if applicable) or elsewhere, and any agreements with federal, state, local or foreign governmental authorities or regulators, in each case as in effect from time to time. Each Borrowing under this SECTION 2.01(A) Section shall be in an aggregate principal amount of not less than (x) for Tranche A Loans, $500,000, and integral multiples of $100,000 or a larger whole multiple in excess thereof, and (y) for Tranche B Loans, $5,000,000, and integral multiples of $10,000 and shall, subject to SECTION 2.01(C), 1,000,000 in excess thereof. Each Borrowing under this Section shall be made from the several Lenders Banks pro rata in accordance with each Lender's Bank’s Commitment Percentage. Each Revolving Credit Loan shall mature and become due and payable as provided in SECTION 2.05.
(b) Notwithstanding the provisions of SECTION 2.01(Aclause (a) of this Section 2.1, and subject to the terms and conditions of this Agreement, each Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect to Swing Line LenderLender agrees to make (i) an amount equal to its Tranche A Commitment Amount available by making Loans to any one or more Tranche A Borrowers and (ii) an amount equal to its Tranche B Commitment Amount available by making Loans to the Tranche B Borrower, and each Borrower may request Loans (borrow, repay and reborrow such Swing Line Advances) , from time to time during the Revolving Credit Period, upon notice by any Borrower to the Administrative Agent in accordance with Section 2.2(b), in an aggregate principal amount of at any time outstanding not less than $50,000 or a larger integral multiple of $10,000, and if:
(i) to exceed the aggregate principal amount Tranche A Commitment Amounts or the aggregate Tranche B Commitment Amounts, as applicable, of such requested Loans (the Swing Line Advances) to such Borrower and of all other Loans outstanding Lenders (after giving effect to all Borrowers which were made pursuant to the operation of this SECTION 2.01(B) do not exceed $50,000,000;
(ii) Swing Line Advances requested); provided that the aggregate principal amount of all Loans outstanding from each Swing Line Lender (after giving effect to all amounts Swing Line Advances requested) does shall not exceed the respective Swing Line Lender's ’s Commitment Amount;
(iii) , and provided further that the aggregate principal maximum amount of all Loans outstanding to such Borrower (after giving effect to all amounts requested) does not exceed the Maximum Amount Swing Line Advances for such Borrower; and
(iv) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) does not exceed the aggregate Commitment Amounts, then a Swing Line Lender (shall be subject to all of any maximum limit as stated in Schedule 1 annexed hereto. All Swing Line Advances shall be made by the terms and conditions of this Agreement) shall make all of such Loans (each, Swing Line Lenders on a "SWING LINE ADVANCE," and collectively, the "SWING LINE ADVANCES")pro rata basis. Each Borrower promises to pay any each Swing Line Advance made to it in full (such Borrower, together with any and all accrued and unpaid interest thereon) , on the earliest earlier of (A) 10 ten (10) days after the date such Swing Line Advance was made, (B) the date of the next Loan made to such Borrower by Lenders the Banks pursuant to SECTION 2.01(A)clause (a) of this Section, and (C) the Termination Date. If:If (x) any Swing Line Advance remains outstanding to any Borrower more than ten (10) days from the date of the advance thereof, (y) Loans are not requested pursuant to clause (a) of this Section by such Borrower prior to the Termination Date, or (z) the Administrative Agent so requests at any time in its sole and absolute discretion, then each Bank (including each of the Swing Line Lenders in its respective capacity as a Bank) shall fund its pro rata share (based upon such Bank’s Commitment Percentage) of the principal amount of such Swing Line Advance with a Committed Loan, which Committed Loan shall initially be a Base Rate Loan. Each Bank’s obligation to make such payments to the Administrative Agent for account of the Swing Line Lenders under this clause (b), and the Swing Line Lenders’ rights to receive the same, shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the failure of any other Bank to make its payment under this clause (b), the financial condition of any Borrower, the existence of any Default or Event of Default, the failure of any of the conditions set forth in Article III to be satisfied, or the termination of the Commitments. Each such payment to the Swing Line Lenders shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank agrees to fund its pro rata share of such outstanding Swing Line Advances on (i) the Business Day on which demand therefore is made by the Swing Line Lenders or the Administrative Agent as aforesaid, provided that notice of such demand is given not later than 2:00 p.m. (New York time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time, provided that in no event shall the aggregate outstanding amount of any Bank’s Loans exceed such Bank’s Commitment. If and to the extent that any Bank shall not have so made the amount of such Swing Line Advance available to the Administrative Agent, such Bank agrees to pay to the Administrative Agent for the account of the Swing Line Lenders forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Swing Line Lenders until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate.
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement (Blackrock Funds)
Commitments to Lend. (a) Subject to Each Bank severally agrees, on the terms and conditions set forth in this Agreement, each Lender severally agrees (a) to lend make Committed Loans to each the Borrower (other than a or to any Qualified Borrower that is an Affiliate Advised and participate in Letters of Credit issued by the Fronting Bank on behalf of the Borrower with respect or the Qualified Borrowers pursuant to such Lender), and such Borrower may borrow, repay, and reborrow this Article from time to time during the Revolving Credit Period, upon notice by term hereof in amounts such Borrower to Operations Agent given in accordance with SECTION 2.02, such Revolving Credit Loans as are requested by such Borrower up to a maximum aggregate amount outstanding to such Borrower and all other Borrowers (after giving effect to all amounts requested) at any one time equal to such Lender's Commitment Amount, provided that (i) the aggregate principal amount of all Committed Loans plus such Bank’s Pro Rata Share of Swingline Loans by such Bank at any one time outstanding (after giving effect to all amounts requested) to any Borrower together with such Bank’s Pro Rata Share of the Letter of Credit Usage shall not exceed at the Dollar Equivalent Amount of its Commitment, and (b) in furtherance and clarification of the foregoing, as to Banks with an Alternate Currency Commitment only, to participate in Alternate Currency Letters of Credit issued by the Fronting Bank on behalf of Borrower or the Qualified Borrowers pursuant to this Article and to make Euro-Dollar Loans to Borrower and to the Qualified Borrowers denominated in any time the Maximum Amount for Alternate Currency (provided (i) such Borrower at Alternate Currency is readily available to such time Banks and is freely transferable and convertible to Dollars, and (ii) the Reuters Monitor Money Rates Service (or any successor thereto) reports a London Interbank Offered Rate for such Alternate Currency relating to the applicable Interest Period, in an aggregate principal amount of all Loans outstanding Dollar Equivalent Amount not to all Borrowers (after giving effect to all amounts requested) shall not exceed at any time the aggregate Commitment Amountssuch Bank’s Alternate Currency Commitment. Each Borrowing outstanding under this SECTION 2.01(A) Section 2.1 shall be in an aggregate principal amount the Dollar Equivalent Amount of not less than which is $100,000 3,000,000, or a larger whole an integral multiple of $10,000 and shall, subject to SECTION 2.01(C100,000 in excess thereof (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.2(b), or in any amount required to reimburse the Fronting Bank for any drawing under any Letter of Credit or to repay the Swingline Lender the amount of any Swingline Loan) and, other than with respect to Money Market Loans and Swingline Loans, shall be made from the several Lenders pro rata Banks ratably in accordance with each Lender's Commitment Percentageproportion to their respective Commitments. Each Revolving Credit Loan In no event shall mature and become due and payable as provided in SECTION 2.05.
(b) Notwithstanding the provisions of SECTION 2.01(A) and subject to the terms of this Agreement, each Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect to Swing Line Lender) may request Loans (Swing Line Advances) in an aggregate principal amount of not less than $50,000 or a larger integral multiple of $10,000, and if:
(i) the aggregate principal amount Dollar Equivalent Amount of such requested Loans (Swing Line Advances) to such Borrower and of all other Loans outstanding to all Borrowers which were made pursuant to at any time, plus outstanding Dollar Equivalent Amount of the operation Letter of this SECTION 2.01(B) do not Credit Usage, exceed $50,000,000;
1,500,000,000 (the “Facility Amount”), or (ii) the aggregate principal amount Dollar Equivalent Amount of all Loans denominated in an Alternate Currency plus the outstanding from Swing Line Lender (after giving effect to all amounts requested) does not exceed Swing Line Lender's Commitment Amount;
(iii) aggregate Dollar Equivalent Amount of the aggregate principal amount Letter of all Loans outstanding to such Borrower (after giving effect to all amounts requested) does not Credit Usage for Alternate Currency Letters of Credit exceed the Maximum Amount Alternate Currency Sublimit, with, in the case of both clauses (i) and (ii), Loans denominated in Alternate Currencies and Letter of Credit Usage for such Borrower; and
(iv) Alternate Currency Letters of Credit being marked to market monthly on the aggregate principal amount last Business Day of all Loans outstanding each month and immediately prior to all Borrowers (after giving effect to all amounts requested) does not exceed the aggregate Commitment Amounts, then Swing Line Lender (subject to all of the terms and conditions each Borrowing. Notwithstanding any other provision of this Agreement) Agreement to the contrary, each Borrowing denominated in Dollars shall make all of such Loans (each, a "SWING LINE ADVANCE," and collectively, be deemed to use the "SWING LINE ADVANCES"). Each Borrower promises Dollar Commitments to pay any Swing Line Advance made to it in full (together with any accrued and unpaid interest thereon) on the earliest of (A) 10 days after extent the date such Swing Line Advance was made, (B) the date of the next Loan made to such Borrower by Lenders pursuant to SECTION 2.01(A)Dollar Sublimit would not be exceeded thereby, and (C) to use the Termination DateAlternate Currency Commitments if such Alternate Currency Commitments are available in the event that the Dollar Commitments would be so exceeded. If:Subject to the limitations set forth herein, any amounts repaid may be reborrowed.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Equity Residential), Revolving Credit Agreement (Erp Operating LTD Partnership)
Commitments to Lend. (a) Subject to During the Revolving Credit Period each Bank severally agrees, on the terms and conditions set forth in this Agreement, each Lender severally agrees to lend make loans in U.S. Dollars and/or one or more Designated Currencies (at the option of the Borrower) to each the Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect pursuant to such Lender), and such Borrower may borrow, repay, and reborrow this Section from time to time during the Revolving Credit Period, upon notice by in amounts such Borrower to Operations Agent given in accordance with SECTION 2.02, such Revolving Credit Loans as are requested by such Borrower up to a maximum aggregate amount outstanding to such Borrower and all other Borrowers (after giving effect to all amounts requested) at any one time equal to such Lender's Commitment Amount, provided that (i) the U.S. Dollar Equivalent of the aggregate principal amount of all Loans by such Bank at any one time outstanding (after giving effect to all amounts requested) to any Borrower shall not exceed at any time the Maximum Amount for such Borrower at such time amount of its Commitment and (ii) the aggregate principal amount U.S. Dollar Equivalent of the outstanding Loans of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) the Banks denominated in Foreign Currencies shall not exceed at any time the aggregate Commitment Amounts$450,000,000. Each Borrowing under this SECTION 2.01(A) Section shall be in an aggregate principal amount of not less than $100,000 or that is a larger whole multiple of $10,000 the Borrowing Multiple and shall, subject at least equal to SECTION 2.01(C), the Borrowing Minimum (except that any such Borrowing may be in the aggregate amount of the unused Commitments) and shall be made from the several Lenders pro rata Banks ratably in accordance with each Lender's Commitment Percentageproportion to their respective Commitments. Each Within the foregoing limits, the Borrower may borrow under this Section, repay, or to the extent permitted by Section 2.09, prepay Loans and reborrow at any time during the Revolving Credit Loan shall mature and become due and payable as provided in SECTION 2.05Period under this Section.
(b) Notwithstanding the provisions of SECTION 2.01(A) Subject to Sections 8.01 and subject to the terms of this Agreement, each Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect to Swing Line Lender) may request Loans (Swing Line Advances) in an aggregate principal amount of not less than $50,000 or a larger integral multiple of $10,000, and if:
8.02 (i) each Borrowing denominated in U.S. Dollars shall be comprised entirely of Base Rate Loans or Eurocurrency Loans as the aggregate principal amount of such requested Loans (Swing Line Advances) to such Borrower and of all other Loans outstanding to all Borrowers which were made may request pursuant to the operation of this SECTION 2.01(B) do not exceed $50,000,000;
Section 2.02 and (ii) the aggregate principal amount each Borrowing denominated in a Designated Currency shall be comprised entirely of all Loans outstanding from Swing Line Lender (after giving effect to all amounts requested) does not exceed Swing Line Lender's Commitment Amount;
(iii) the aggregate principal amount of all Loans outstanding to such Borrower (after giving effect to all amounts requested) does not exceed the Maximum Amount for such Borrower; and
(iv) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) does not exceed the aggregate Commitment Amounts, then Swing Line Lender (subject to all of the terms and conditions of this Agreement) shall make all of such Loans (each, a "SWING LINE ADVANCE," and collectively, the "SWING LINE ADVANCES"). Each Borrower promises to pay any Swing Line Advance made to it in full (together with any accrued and unpaid interest thereon) on the earliest of (A) 10 days after the date such Swing Line Advance was made, (B) the date of the next Loan made to such Borrower by Lenders pursuant to SECTION 2.01(A), and (C) the Termination Date. If:Eurocurrency Loans.
Appears in 2 contracts
Samples: Credit Agreement (Armstrong World Industries Inc), Credit Agreement (Armstrong World Industries Inc)
Commitments to Lend. (a) Subject to During the Revolving Credit Period, each Lender severally agrees, on the terms and conditions set forth in this Agreement, each Lender severally agrees to lend make Loans denominated in Dollars or in an Alternative Currency to each any Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect pursuant to such Lender), and such Borrower may borrow, repay, and reborrow this Section 2.01(a) from time to time during the Revolving Credit Period, upon notice by in amounts such Borrower to Operations Agent given in accordance with SECTION 2.02, such Revolving Credit Loans as are requested by such Borrower up to a maximum aggregate amount outstanding to such Borrower and all other Borrowers (after giving effect to all amounts requested) at any one time equal to such Lender's Commitment Amount, provided that (i) such Lender’s Outstanding Committed Amount shall not exceed the amount of its Commitment, (ii) the Total Outstanding Amount shall not exceed the aggregate amount of the Commitments and (iii) the sum of the aggregate Dollar Amount of the aggregate principal amount of all outstanding Committed Alternative Currency Loans outstanding (after giving effect to all amounts requested) to any Borrower plus the aggregate Dollar Amount of the aggregate Letter of Credit Liabilities for Letters of Credit in an Alternative Currency shall not exceed at any time the Maximum Amount for such Borrower at such time and (ii) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) shall not exceed at any time the aggregate Commitment AmountsAlternative Currency Sublimit. Each Borrowing under this SECTION 2.01(ASection 2.01(a) shall be (x) in an the case of a Dollar-Denominated Borrowing, in a minimum aggregate principal amount Dollar Amount of not less than $100,000 or a 20,000,000 and any larger whole multiple of $10,000 1,000,000 and shall(y) in the case of an Alternative Currency Borrowing, subject to SECTION 2.01(C), in a minimum aggregate Dollar Amount of $5,000,000 and in integral multiples of 500,000 units of the applicable Alternative Currency (except that any such Borrowing may be in the aggregate amount available in accordance with this Section 2.01(a) and Section 3.02) and shall be made from the several Lenders pro rata ratably in accordance with each Lender's Commitment Percentage. Each Revolving Credit Loan shall mature and become due and payable as provided in SECTION 2.05proportion to their respective Available Commitments.
(b) Notwithstanding Within the provisions of SECTION 2.01(A) and subject foregoing limits, any Borrower may borrow under this Section, repay, or to the terms of extent permitted by Section 2.12, prepay Loans and reborrow at any time during the Revolving Credit Period under this Agreement, each Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect to Swing Line Lender) may request Loans (Swing Line Advances) in an aggregate principal amount of not less than $50,000 or a larger integral multiple of $10,000, and if:
(i) the aggregate principal amount of such requested Loans (Swing Line Advances) to such Borrower and of all other Loans outstanding to all Borrowers which were made pursuant to the operation of this SECTION 2.01(B) do not exceed $50,000,000;
(ii) the aggregate principal amount of all Loans outstanding from Swing Line Lender (after giving effect to all amounts requested) does not exceed Swing Line Lender's Commitment Amount;
(iii) the aggregate principal amount of all Loans outstanding to such Borrower (after giving effect to all amounts requested) does not exceed the Maximum Amount for such Borrower; and
(iv) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) does not exceed the aggregate Commitment Amounts, then Swing Line Lender (subject to all of the terms and conditions of this Agreement) shall make all of such Loans (each, a "SWING LINE ADVANCE," and collectively, the "SWING LINE ADVANCES"). Each Borrower promises to pay any Swing Line Advance made to it in full (together with any accrued and unpaid interest thereon) on the earliest of (A) 10 days after the date such Swing Line Advance was made, (B) the date of the next Loan made to such Borrower by Lenders pursuant to SECTION 2.01(A), and (C) the Termination Date. If:Section.
Appears in 2 contracts
Samples: Credit Agreement (Estee Lauder Companies Inc), Credit Agreement (Estee Lauder Companies Inc)
Commitments to Lend. (a) Subject to the terms and conditions set forth in this AgreementAgreement and so long as no Default or Event of Default under this Agreement has occurred and is continuing, each Lender severally agrees to lend to each Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect to such Lender), and such Borrower may borrow, repay, and reborrow from time to time during the Revolving Credit Period, upon notice by each Bank severally agrees to make such loans to Borrower (individually, a "Revolving Credit Loan" and collectively, the "Revolving Credit Loans") as Borrower may from time to Operations Agent given in accordance with SECTION time request pursuant to Section 2.02, such . Each Revolving Credit Loan under this Section 2.01 which is a Floating Rate Loan shall be for an aggregate principal amount of at least $100,000.00 or any larger multiple of $25,000.00. Each Revolving Credit Loan under this Section 2.01 which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $500,000.00. The aggregate principal amount of Revolving Credit Loans as are requested by such Borrower up which each Bank shall be required to a maximum aggregate amount have outstanding to such Borrower and all other Borrowers (after giving effect to all amounts requested) hereunder at any one time equal to shall not exceed the lesser of (a) such LenderBank's Commitment Amount, provided that or (b) such Bank's Pro Rata Share of the sum of (i) the aggregate principal amount total Commitments of all Loans outstanding (after giving effect to all amounts requested) to any Borrower shall not exceed at any time of the Maximum Amount for such Borrower at such time and Banks, MINUS (ii) the aggregate principal amount of all outstanding Letter of Credit Loans outstanding to all Borrowers MINUS (after giving effect to all amounts requestediii) shall not exceed at any time the aggregate Commitment Amountsundrawn face amount of all outstanding Letters of Credit. Each Borrowing Revolving Credit Loan under this SECTION 2.01(A) Section 2.01 shall be in an aggregate principal amount of not less than $100,000 or a larger whole multiple of $10,000 and shall, subject to SECTION 2.01(C), be made from the several Lenders pro rata Banks ratably in accordance with each Lender's Commitment Percentageproportion to their respective Pro Rata Shares. Each Within the foregoing limits, Borrower may borrow under this Section 2.01, prepay under Section 2.08 and reborrow at any time during the Revolving Credit Period under this Section 2.01. The failure of any Bank to make any Revolving Credit Loan required under this Agreement shall mature and become due and payable not release any other Bank from its obligation to make Revolving Credit Loans as provided in SECTION 2.05herein.
(b) Notwithstanding the provisions of SECTION 2.01(A) and subject to the terms of this Agreement, each Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect to Swing Line Lender) may request Loans (Swing Line Advances) in an aggregate principal amount of not less than $50,000 or a larger integral multiple of $10,000, and if:
(i) the aggregate principal amount of such requested Loans (Swing Line Advances) to such Borrower and of all other Loans outstanding to all Borrowers which were made pursuant to the operation of this SECTION 2.01(B) do not exceed $50,000,000;
(ii) the aggregate principal amount of all Loans outstanding from Swing Line Lender (after giving effect to all amounts requested) does not exceed Swing Line Lender's Commitment Amount;
(iii) the aggregate principal amount of all Loans outstanding to such Borrower (after giving effect to all amounts requested) does not exceed the Maximum Amount for such Borrower; and
(iv) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) does not exceed the aggregate Commitment Amounts, then Swing Line Lender (subject to all of the terms and conditions of this Agreement) shall make all of such Loans (each, a "SWING LINE ADVANCE," and collectively, the "SWING LINE ADVANCES"). Each Borrower promises to pay any Swing Line Advance made to it in full (together with any accrued and unpaid interest thereon) on the earliest of (A) 10 days after the date such Swing Line Advance was made, (B) the date of the next Loan made to such Borrower by Lenders pursuant to SECTION 2.01(A), and (C) the Termination Date. If:
Appears in 2 contracts
Samples: Revolving Credit Agreement (Cpi Corp), Revolving Credit Agreement (Cpi Corp)
Commitments to Lend. (a) Subject to Each Bank severally agrees, on the terms and conditions set forth in this Agreement, each Lender severally agrees to lend make Loans to each the Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect and participate in Letters of Credit issued by the Fronting Bank on behalf of the Banks pursuant to such Lender), and such Borrower may borrow, repay, and reborrow this Article II from time to time during the Revolving Credit Period, upon notice by term hereof in amounts such Borrower to Operations Agent given in accordance with SECTION 2.02, such Revolving Credit Loans as are requested by such Borrower up to a maximum aggregate amount outstanding to such Borrower and all other Borrowers (after giving effect to all amounts requested) at any one time equal to such Lender's Commitment Amount, provided that (i) the aggregate principal amount of all Committed Loans by such Bank at any one time outstanding (after giving effect to all amounts requested) to any Borrower together with such Bank's pro rata share of the Letter of Credit Usage shall not exceed at any time the Maximum Amount for such Borrower at such time and (ii) amount of its Commitment, provided that in no event shall the aggregate principal amount of all the Loans then outstanding to all Borrowers (after giving effect to all amounts requested) shall not and Letter of Credit Usage, exceed at any time the aggregate Commitment AmountsLoan Availability. Each Borrowing under this SECTION 2.01(A) Section 2.1 shall be in an aggregate principal amount of not less than $100,000 1,000,000 or a larger whole an integral multiple of $10,000 and shall100,000 in excess thereof (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.2(b) or in any amount required to reimburse the Fronting Bank for any drawing under any Letter of Credit) and, subject other than with respect to SECTION 2.01(C)Money Market Loans, shall be made from the several Lenders pro rata Banks ratably in accordance with each Lender's Commitment Percentageproportion to their respective Commitments. Each Revolving Credit Loan shall mature and become due and payable as provided in SECTION 2.05Subject to the limitations set forth herein, any amounts repaid may be reborrowed.
(b) Notwithstanding If at any time the provisions outstanding principal balance of SECTION 2.01(A) the Loans and subject the Letter of Credit Usage exceeds the Loan Availability, Borrower shall submit to the terms of this AgreementAdministrative Agent, each not later than fifteen (15) days following written notice from the Administrative Agent to Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect copy of which shall be sent promptly by the Administrative Agent to Swing Line Lendereach Bank) may request Loans (Swing Line Advances) in an aggregate principal amount of not less than $50,000 or a larger integral multiple of $10,000, and if:
(i) the aggregate principal amount existence of such requested Loans (Swing Line Advances) to such Borrower and of all other Loans outstanding to all Borrowers which were made excess borrowing condition, a written plan pursuant to which Borrower shall cause such excess borrowing condition to be eliminated not later than thirty (30) days following such notice from the operation Administrative Agent to the Borrower, through one or both of this SECTION 2.01(Bthe following means: Borrower shall (A) do not exceed $50,000,000;
pay to the Administrative Agent such amounts and/or (iiB) designate to the aggregate Administrative Agent such additional Qualifying Unencumbered Properties as may be acceptable under Section 5.14 as are necessary so that the outstanding principal amount balance of all the Loans outstanding from Swing Line Lender (after giving effect to all amounts requested) does not exceed Swing Line Lender's Commitment Amount;
(iii) and the aggregate principal amount Letter of all Loans outstanding to such Borrower (after giving effect to all amounts requested) Credit Usage does not exceed the Maximum Amount for such Borrower; and
(iv) Loan Availability. Failure by Borrower to have complied with the aggregate principal amount foregoing in a timely manner shall constitute an Event of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) does not exceed the aggregate Commitment Amounts, then Swing Line Lender (subject to all of the terms and conditions of this Agreement) Default without further notice or grace period hereunder. No further Borrowings shall make all of such Loans (each, a "SWING LINE ADVANCE," and collectively, the "SWING LINE ADVANCES"). Each Borrower promises to pay any Swing Line Advance made to it in full (together with any accrued and unpaid interest thereon) on the earliest of (A) 10 days after the date such Swing Line Advance was made, (B) the date of the next Loan made to such Borrower by Lenders pursuant to SECTION 2.01(A)be permitted, and (C) the Termination DateBorrower shall not cause or allow any existing Qualifying Unencumbered Property to no longer be a Qualifying Unencumbered Property, so long as such excess borrowing condition shall continue to exist. If:Nothing in this Section 2.1
Appears in 2 contracts
Samples: Credit Agreement (Smith Charles E Residential Realty Lp), Credit Agreement (Smith Charles E Residential Realty Inc)
Commitments to Lend. (a) Subject to Each 2026 Revolving Lender severally agrees, on the terms and conditions set forth in this Agreement, to make Revolving Loans in Dollars to the Borrower pursuant to this Section 2.01(a) (each Lender severally agrees to lend to each Borrower (other than such loan, a Borrower that is an Affiliate Advised Borrower with respect to such Lender), and such Borrower may borrow, repay, and reborrow “2026 Revolving Loan”) from time to time during the Availability Period in amounts such that its 2026 Revolving Credit PeriodOutstandings shall not exceed its 2026 Revolving Commitment; provided, upon notice by such Borrower to Operations Agent given in accordance with SECTION 2.02that, such Revolving Credit Loans as are requested by such Borrower up to a maximum aggregate amount outstanding to such Borrower and all other Borrowers (immediately after giving effect to all amounts requested) at any one time equal to each such Lender's Commitment Amount2026 Revolving Loan, provided that (i) the aggregate principal amount of all outstanding Revolving Loans outstanding (after giving effect to all amounts requested) to any Borrower shall not exceed at any time the Maximum Amount for such Borrower at such time and (ii) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) shall not exceed at any time the aggregate Commitment AmountsCommitments less the sum of all outstanding Swingline Loans and Letter of Credit Liabilities. Each 2026 Revolving Borrowing under this SECTION 2.01(A(other than Mandatory Letter of Credit Borrowings) shall be in an aggregate principal amount of not less than $100,000 10,000,000 or a any larger whole integral multiple of $10,000 1,000,000 (except that any such 2026 Revolving Borrowing may be in the aggregate amount of the unused 2026 Revolving Commitments) and shall, subject to SECTION 2.01(C), shall be made from the several 2026 Revolving Lenders pro rata ratably in accordance with each Lender's Commitment Percentageproportion to their respective 2026 Revolving Commitments. Each Within the foregoing limits, the Borrower may borrow under this Section 2.01(a), repay, or, to the extent permitted by Section 2.10, prepay, 2026 Revolving Credit Loan shall mature Loans and become due and payable as provided in SECTION 2.05reborrow under this Section 2.01(a).
(b) Notwithstanding the provisions of SECTION 2.01(A) and subject to Each 2027 Revolving Lender severally agrees, on the terms of and conditions set forth in this Agreement, to make Revolving Loans in Dollars to the Borrower pursuant to this Section 2.01(b) (each Borrower such loan, a “2027 Revolving Loan”) from time to time during the Availability Period in amounts such that its 2027 Revolving Outstandings shall not exceed its 2027 Revolving Commitment; provided, that, immediately after giving effect to each such 2027 Revolving Loan, the aggregate principal amount of all outstanding Revolving Loans (after giving effect to any amount requested) shall not exceed the aggregate Commitments less the sum of all outstanding Swingline Loans and Letter of Credit Liabilities. Each 2027 Revolving Borrowing (other than a Borrower that is an Affiliate Advised Borrower with respect to Swing Line LenderMandatory Letter of Credit Borrowings) may request Loans (Swing Line Advances) shall be in an aggregate principal amount of not less than $50,000 10,000,000 or a any larger integral multiple of $10,000, and if:
1,000,000 (i) except that any such 2027 Revolving Borrowing may be in the aggregate principal amount of such requested Loans (Swing Line Advancesthe unused 2027 Revolving Commitments) and shall be made from the several 2027 Revolving Lenders ratably in proportion to such their respective 2027 Revolving Commitments. Within the foregoing limits, the Borrower and of all other Loans outstanding to all Borrowers which were made pursuant may borrow under this Section 2.01(b), repay, or, to the operation of extent permitted by Section 2.10, prepay, 2026 Revolving Loans and reborrow under this SECTION 2.01(B) do not exceed $50,000,000;
(ii) the aggregate principal amount of all Loans outstanding from Swing Line Lender (after giving effect to all amounts requested) does not exceed Swing Line Lender's Commitment Amount;
(iii) the aggregate principal amount of all Loans outstanding to such Borrower (after giving effect to all amounts requested) does not exceed the Maximum Amount for such Borrower; and
(iv) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) does not exceed the aggregate Commitment Amounts, then Swing Line Lender (subject to all of the terms and conditions of this Agreement) shall make all of such Loans (each, a "SWING LINE ADVANCE," and collectively, the "SWING LINE ADVANCES"Section 2.01(b). Each Borrower promises to pay any Swing Line Advance (c) (x) From and after the Amendment No. 1 Effective Date until the 2026 Termination Date, all Revolving Loans shall be made to it in full on a pro rata basis between the 2026 Revolving Commitments and the 2027 Revolving Commitments and (together with any accrued and unpaid interest thereony) on the earliest of (A) 10 days and after the date such Swing Line Advance was made, (B) the date of the next Loan made to such Borrower by Lenders pursuant to SECTION 2.01(A), and (C) the 2026 Termination Date. If:, all Revolving Loans shall be made on a pro rata basis between the 2027 Revolving Lenders.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Louisville Gas & Electric Co /Ky/), Revolving Credit Agreement (Louisville Gas & Electric Co /Ky/)
Commitments to Lend. (a) Subject to Revolving Credit Loans. Each Bank severally agrees, on the terms and conditions set forth in this Agreementherein, each Lender severally agrees to lend make Revolving Credit Loans to each the Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect to such Lender), and such Borrower may borrow, repay, and reborrow from time to time during before the Revolving Credit PeriodMaturity Date; provided that, upon notice by such Borrower to Operations Agent given in accordance with SECTION 2.02, immediately after each such Revolving Credit Loan is made, the aggregate outstanding principal amount of Revolving Credit Loans as are requested by such Borrower up to a maximum aggregate amount outstanding to such Borrower and all other Borrowers Bank (after giving effect to all amounts requested) at any one time equal to such together with, in the case of the Swing Line Lender's Commitment Amount, provided that (i) the aggregate principal amount of all Loans outstanding (after giving effect to all amounts requestedSwing Line Loans) to any Borrower shall not exceed at any time the Maximum Amount for such Borrower at such time and (ii) amount of its Revolving Credit Commitment, provided further that the aggregate principal amount of all Loans Revolving Credit Loans, together with the aggregate principal amount of all Swing Line Loans, at any one time outstanding to all Borrowers (after giving effect to all amounts requested) shall not exceed at any time the aggregate Commitment Amountsamount of the Revolving Credit Commitments of all of the Banks at such time. Each Revolving Credit Borrowing that is a Euro-Dollar Borrowing under this SECTION 2.01(A) Section shall be in an aggregate principal amount of not less than $100,000 2,500,000 or a any larger whole multiple of $10,000 500,000 and shall, subject to SECTION 2.01(C), be made from the several Lenders pro rata in accordance with each Lender's Commitment Percentage. Each Revolving Credit Loan shall mature and become due and payable as provided in SECTION 2.05.
(b) Notwithstanding the provisions of SECTION 2.01(A) and subject to the terms of this Agreement, each Borrower (other than a Borrower Borrowing that is an Affiliate Advised Borrower with respect to Swing Line Lender) may request Loans (Swing Line Advances) a Base Rate Borrowing under this Section shall be in an aggregate principal amount of not less than $50,000 1,000,000 or a any larger integral multiple of $10,000, and if:
500,000 (i) except that any such Revolving Credit Borrowing may be in the aggregate principal amount of such requested Loans (Swing Line Advancesthe Total Unused Revolving Credit Commitments) and shall be made from the several Banks ratably in proportion to such their respective Revolving Credit Commitments. Within the foregoing limits, the Borrower and of all other Loans outstanding to all Borrowers which were made pursuant may borrow under this Section 2.01(a), repay or, to the operation of extent permitted by Section 2.09, prepay Revolving Credit Loans and reborrow under this SECTION 2.01(BSection 2.01(a) do not exceed $50,000,000;
(ii) at any time before the aggregate principal amount of all Loans outstanding from Swing Line Lender (after giving effect to all amounts requested) does not exceed Swing Line Lender's Commitment Amount;
(iii) the aggregate principal amount of all Loans outstanding to such Borrower (after giving effect to all amounts requested) does not exceed the Maximum Amount for such Borrower; and
(iv) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) does not exceed the aggregate Commitment Amounts, then Swing Line Lender (subject to all of the terms and conditions of this Agreement) shall make all of such Loans (each, a "SWING LINE ADVANCE," and collectively, the "SWING LINE ADVANCES"). Each Borrower promises to pay any Swing Line Advance made to it in full (together with any accrued and unpaid interest thereon) on the earliest of (A) 10 days after the date such Swing Line Advance was made, (B) the date of the next Loan made to such Borrower by Lenders pursuant to SECTION 2.01(A), and (C) the Termination Revolving Credit Maturity Date. If:.
Appears in 1 contract
Commitments to Lend. (a) Subject to Each Bank severally ------------------- agrees, on the terms and conditions set forth in this Agreement, each Lender severally agrees to lend make the Committed Loans to each Borrower (other than a and participate in Letters of Credit issued by the Fronting Bank on behalf of Borrower that is an Affiliate Advised Borrower with respect pursuant to such Lender), and such Borrower may borrow, repay, and reborrow this Section from time to time time, but not more frequently than four times monthly, during the Revolving Credit Period, upon notice by Term in amounts such Borrower to Operations Agent given in accordance with SECTION 2.02, such Revolving Credit Loans as are requested by such Borrower up to a maximum aggregate amount outstanding to such Borrower and all other Borrowers (after giving effect to all amounts requested) at any one time equal to such Lender's Commitment Amount, provided that the sum of (i) the aggregate principal amount of all Committed Loans outstanding by such Bank at any one time outstanding, plus (after giving effect ii) such Bank's pro rata share of Letter -------- of Credit Usage shall not exceed the amount of such Bank's Commitment (in no event shall a Bank's participation in a Money Market Loan reduce a Bank's Commitment). The aggregate amount of Committed Loans to all amounts requestedbe made hereunder together with the aggregate pro rata share of principal amount of Money Market Loans participated in by such Bank (or its Designated Bank) and the Letter of Credit Usage with respect to any Borrower shall not exceed at any time the Maximum Amount for such Borrower at such time and (ii) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) shall not exceed at any time the aggregate Commitment AmountsCommitment. Each Committed Borrowing under this SECTION 2.01(Asubsection (a) shall be in an aggregate principal amount of not less than at least $100,000 2,500,000, or a larger whole an integral multiple of $10,000 and shall1,000,000 in excess thereof (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.2(c)) and, subject other than with respect to SECTION 2.01(C)Money Market Loans, shall be made from the several Lenders pro rata Banks ratably in accordance with each Lender's Commitment Percentageproportion to their respective Commitments. Each Revolving Credit Loan shall mature and become due and payable as provided in SECTION 2.05.
(b) Notwithstanding the provisions of SECTION 2.01(A) and subject Subject to the terms of this Agreementlimitations set forth herein, each Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect to Swing Line Lender) any amounts repaid may request Loans (Swing Line Advances) in an aggregate principal amount of not less than $50,000 or a larger integral multiple of $10,000, and if:
(i) the aggregate principal amount of such requested Loans (Swing Line Advances) to such Borrower and of all other Loans outstanding to all Borrowers which were made pursuant be reborrowed. Notwithstanding anything to the operation of this SECTION 2.01(B) do not exceed $50,000,000;
(ii) the aggregate principal amount of all Loans outstanding from Swing Line Lender (after giving effect to all amounts requested) does not exceed Swing Line Lender's Commitment Amount;
(iii) the aggregate principal amount of all Loans outstanding to such Borrower (after giving effect to all amounts requested) does not exceed the Maximum Amount for such Borrower; and
(iv) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) does not exceed the aggregate Commitment Amounts, then Swing Line Lender (subject to all of the terms and conditions of this Agreement) shall make all of such Loans (each, a "SWING LINE ADVANCE," and collectivelycontrary, the "SWING LINE ADVANCES"). Each Borrower promises number of new Borrowings shall be limited to pay four Borrowings per month and no more than ten Borrowings shall be outstanding at any Swing Line Advance made to it in full (together with any accrued and unpaid interest thereon) on the earliest of (A) 10 days after the date such Swing Line Advance was made, (B) the date of the next Loan made to such Borrower by Lenders pursuant to SECTION 2.01(A), and (C) the Termination Date. If:time.
Appears in 1 contract
Samples: Revolving Credit Agreement (Carramerica Realty Corp)
Commitments to Lend. (a) Subject to Each Bank severally agrees, on the terms and conditions set forth in this Agreement, each Lender severally agrees to lend make Committed Loans to each the Borrower (other than a and participate in Letters of Credit issued by the Fronting Bank on behalf of the Borrower that is an Affiliate Advised Borrower with respect pursuant to such Lender), and such Borrower may borrow, repay, and reborrow this Section from time to time during the Revolving Credit Period, upon notice by Term in amounts such Borrower to Operations Agent given in accordance with SECTION 2.02, such Revolving Credit Loans as are requested by such Borrower up to a maximum aggregate amount outstanding to such Borrower and all other Borrowers (after giving effect to all amounts requested) at any one time equal to such Lender's Commitment Amount, provided that (i) the aggregate principal amount of all Committed Loans by such Bank at any one time outstanding (after giving effect to all amounts requested) to any Borrower together with such Bank's pro rata share of the Letter of --- ---- Credit Usage shall not exceed at any time the Maximum Amount for such Borrower at such time and (ii) the aggregate principal amount of all its Commitment. The aggregate amount of Committed Loans to be made hereunder together with the Letter of Credit Usage and outstanding to all Borrowers (after giving effect to all amounts requested) Money Market Loans shall not exceed at any time the aggregate Commitment AmountsLoan Amount. Each Borrowing under this SECTION 2.01(Asubsection (a) shall be in an aggregate principal amount of not less than at least $100,000 2,500,000, or a larger whole an integral multiple of $10,000 500,000 in excess thereof and shall, subject to SECTION 2.01(C), shall be made from the several Lenders pro rata Banks ratably in accordance with each Lender's Commitment Percentageproportion to their respective Commitments. Each Revolving Credit Loan Subject to the limitations set forth herein, any amounts repaid may be reborrowed. Notwithstanding anything to the contrary, the number of new Borrowings shall mature and become due and payable as provided in SECTION 2.05be limited to ten (10) Borrowings per month.
(b) Notwithstanding anything in the provisions of SECTION 2.01(Apreceding subparagraph (a) and subject to the terms contrary, the Loan Amount shall in no event exceed (and no Bank shall be deemed to have committed to fund its pro rata share of this Agreement, each Borrower an amount which exceeds) --- ---- an amount that would cause (other than a Borrower that is an Affiliate Advised Borrower with respect to Swing Line LenderA) may request Loans (Swing Line Advances) in an aggregate principal amount the ratio of not less than $50,000 or a larger integral multiple of $10,000, and if:
(i) the aggregate principal amount of such requested Loans (Swing Line Advances) Unencumbered Asset Pool Net Operating Cash Flow to such Borrower and of all other Loans outstanding to all Borrowers which were made pursuant to the operation of this SECTION 2.01(B) do not exceed $50,000,000;
(ii) the aggregate principal amount of all Loans outstanding from Swing Line Lender (after giving effect Pro-Forma Debt Service to all amounts requested) does not exceed Swing Line Lender's Commitment Amount;
(iii) the aggregate principal amount of all Loans outstanding to such Borrower (after giving effect to all amounts requested) does not exceed the Maximum Amount for such Borrower; and
(iv) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) does not exceed the aggregate Commitment Amounts, then Swing Line Lender (subject to all of the terms and conditions of this Agreement) shall make all of such Loans (each, a "SWING LINE ADVANCE," and collectively, the "SWING LINE ADVANCES"). Each Borrower promises to pay any Swing Line Advance made to it in full (together with any accrued and unpaid interest thereon) on the earliest of (A) 10 days after the date such Swing Line Advance was made, be less than 1.8:1.0 or (B) the date of the next Loan made Unsecured Debt Ratio to such Borrower by Lenders pursuant to SECTION 2.01(A), and be less than 1.8:1.0 or (C) an amount which would result in the Termination Date. If:violation of any provision of Section 5.8.
Appears in 1 contract
Commitments to Lend. (a) Subject to Each Bank severally agrees, on the terms and conditions set forth in this Agreement, each Lender severally agrees (a) to lend make Committed Loans to each the Borrower (other than a or to any Qualified Borrower that is an Affiliate Advised and participate in Letters of Credit issued by any Fronting Bank on behalf of the Borrower with respect or the Qualified Borrowers pursuant to such Lender), and such Borrower may borrow, repay, and reborrow this Article from time to time during the Revolving Credit Period, upon notice by Term in amounts such Borrower to Operations Agent given in accordance with SECTION 2.02, such Revolving Credit Loans as are requested by such Borrower up to a maximum aggregate amount outstanding to such Borrower and all other Borrowers (after giving effect to all amounts requested) at any one time equal to such Lender's Commitment Amount, provided that (i) the aggregate principal amount of all Committed Loans outstanding (after giving effect to all amounts requested) to any Borrower made by such Bank plus such Bank’s Pro Rata Share of the Letter of Credit Usage shall not exceed at any time the Maximum Amount for such Borrower at such time its Commitment, and (iib) in furtherance and clarification of the foregoing, as to Banks with an Alternative Currency Commitment only, to participate in Alternative Currency Letters of Credit issued by any Fronting Bank on behalf of the Borrower or the Qualified Borrowers pursuant to this Article and to make Alternative Currency Loans to the Borrower or to any Qualified Borrower denominated in any Alternative Currency (provided such Alternative Currency is an Eligible Currency), in an aggregate principal amount of all Loans outstanding not to all Borrowers (after giving effect to all amounts requested) shall not exceed at any time the aggregate Commitment Amountssuch Bank’s Alternative Currency Commitment. Each Borrowing outstanding under this SECTION 2.01(A) Section 2.1 shall be in an aggregate principal amount the Dollar Equivalent of not less than which is $100,000 3,000,000, or a larger whole an integral multiple of $10,000 and shall100,000 in excess thereof (except that any such Borrowing may be in the aggregate unused amount of the applicable Commitments, subject or in any amount required to SECTION 2.01(C)reimburse the applicable Fronting Bank for any drawing under any Letter of Credit) and, other than with respect to Competitive Bid Loans, shall be made from the several Lenders pro rata Banks ratably in accordance with each Lender's Commitment Percentageproportion to their respective Commitments. Each Revolving Credit Loan In no event shall mature and become due and payable as provided in SECTION 2.05.
(b) Notwithstanding the provisions of SECTION 2.01(A) and subject to the terms of this Agreement, each Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect to Swing Line Lender) may request Loans (Swing Line Advances) in an aggregate principal amount of not less than $50,000 or a larger integral multiple of $10,000, and if:
(i) the Dollar Equivalent of the aggregate principal amount of such requested Loans (Swing Line Advances) to such Borrower and of all other Loans outstanding at any time, plus the Dollar Equivalent of the outstanding amount of the Letter of Credit Usage, exceed $2,500,000,000 (or, if the Borrower exercises its option to all Borrowers which were made increase the aggregate amount of the Dollar Commitments pursuant to Section 2.1(b), the operation aggregate amount of this SECTION 2.01(B) do not exceed $50,000,000;
the Commitments as so increased), or (ii) the Dollar Equivalent of the aggregate principal amount of all Loans denominated in an Alternative Currency plus the Dollar Equivalent of the outstanding from Swing Line Lender (after giving effect to all amounts requested) does not exceed Swing Line Lender's Commitment Amount;
(iii) the aggregate principal amount of all Loans outstanding to such Borrower (after giving effect to all amounts requested) does not the Letter of Credit Usage for Alternative Currency Letters of Credit exceed the Maximum Amount for such Borrower; and
(iv) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) does not exceed the aggregate Commitment Amounts, then Swing Line Lender (subject to all of the terms and conditions Alternative Currency Sublimit. Notwithstanding any other provision of this Agreement) Agreement to the contrary, each Borrowing and Letter of Credit denominated in Dollars shall make all of such Loans (each, a "SWING LINE ADVANCE," and collectively, be deemed to use the "SWING LINE ADVANCES"). Each Borrower promises Dollar Commitments to pay any Swing Line Advance made to it in full (together with any accrued and unpaid interest thereon) on the earliest of (A) 10 days after extent the date such Swing Line Advance was made, (B) the date of the next Loan made to such Borrower by Lenders pursuant to SECTION 2.01(A)Dollar Sublimit would not be exceeded thereby, and (C) to use the Termination DateAlternative Currency Commitments if such Alternative Currency Commitments are available in the event that the Dollar Commitments would be so exceeded. If:Subject to the limitations set forth herein, any amounts repaid may be reborrowed.
Appears in 1 contract
Samples: Revolving Credit Agreement (Erp Operating LTD Partnership)
Commitments to Lend. (a) Subject to Term Loan-A Facility. During the Term Loan-A Availability Period, each Term Loan-A Lender severally agrees, on the terms and conditions set forth in this Agreement, each Lender severally agrees to lend make Term Loans-A (which may be denominated in Dollars or any Alternative Currency as the relevant Borrower elects pursuant to each Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect Section 2.02) to such Lender)the Company, and such Borrower UKHC and/or any Eligible Subsidiary, as the case may borrowbe, repay, and reborrow from time to time during the Revolving Credit Period, upon notice by such Borrower to Operations Agent given in accordance with SECTION 2.02, such Revolving Credit Loans as are requested by such Borrower up to a maximum aggregate amount outstanding to such Borrower and all other Borrowers (after giving effect to all amounts requested) at any one time equal to such Lender's Commitment Amount, time; provided that (i) immediately after each such Term Loan-A is made, the aggregate principal amount Term Loan-A Outstandings of all Loans outstanding (after giving effect to all amounts requested) to any Borrower such Lender shall not exceed at any time the Maximum Amount for such Borrower at such time and amount of its Term Loan-A Commitment, (ii) no more than three Term Loan-A Borrowings (counting (x) any Borrowing made concurrently with the aggregate principal amount consummation of all Loans outstanding the Apollo Acquisition, together with (y) any issuance of Apollo Letters of Credit concurrently with the consummation of the Apollo Acquisition, together with (z) any Borrowing the proceeds of which are used solely to all Borrowers repay Apollo LC Reimbursement Obligations, as a single Borrowing for purposes of this clause (after giving effect to all amounts requestedii) only) shall not exceed at any time be made during the aggregate Commitment Amounts. Each Term Loan-A Availability Period, and (iii) each Term Loan-A Borrowing under this SECTION 2.01(A) shall be in an aggregate principal amount Dollar Amount of not less than $100,000 or a larger whole multiple 25,000,000 (except that any such Borrowing may be in the aggregate Dollar Amount of $10,000 the unused Term Loan-A Commitment and shall, subject may be in the amount required to SECTION 2.01(Crepay Apollo LC Reimbursement Obligations), be made from the several Lenders pro rata . The Term Loan-A Commitments are not revolving in accordance with each Lender's Commitment Percentage. Each Revolving Credit Loan shall mature and become due and payable as provided in SECTION 2.05.
(b) Notwithstanding the provisions of SECTION 2.01(A) and subject to the terms of this Agreement, each Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect to Swing Line Lender) may request Loans (Swing Line Advances) in an aggregate principal amount of not less than $50,000 or a larger integral multiple of $10,000nature, and if:
(i) the aggregate principal amount of such requested Loans (Swing Line Advances) to such Borrower and of all other Loans outstanding to all Borrowers which were made amounts repaid or prepaid pursuant to the operation of this SECTION 2.01(B) do Section 2.03 or 2.08 shall not exceed $50,000,000;
(ii) the aggregate principal amount of all Loans outstanding from Swing Line Lender (after giving effect to all amounts requested) does not exceed Swing Line Lender's Commitment Amount;
(iii) the aggregate principal amount of all Loans outstanding to such Borrower (after giving effect to all amounts requested) does not exceed the Maximum Amount for such Borrower; and
(iv) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) does not exceed the aggregate Commitment Amounts, then Swing Line Lender (subject to all of the terms and conditions of this Agreement) shall make all of such Loans (each, a "SWING LINE ADVANCE," and collectively, the "SWING LINE ADVANCES"). Each Borrower promises to pay any Swing Line Advance made to it in full (together with any accrued and unpaid interest thereon) on the earliest of (A) 10 days after the date such Swing Line Advance was made, (B) the date of the next Loan made to such Borrower by Lenders pursuant to SECTION 2.01(A), and (C) the Termination Date. If:be reborrowed.
Appears in 1 contract
Samples: Credit and Guarantee Agreement (SFX Entertainment Inc)
Commitments to Lend. (a) Subject to Each Bank severally agrees, on the terms and conditions set forth in this Agreement, each Lender severally agrees (a) to lend make Committed Loans to each the Borrower (other than a or to any Qualified Borrower that is an Affiliate Advised and participate in Letters of Credit issued by any Fronting Bank on behalf of the Borrower with respect or the Qualified Borrowers pursuant to such Lender), and such Borrower may borrow, repay, and reborrow this Article from time to time during the Revolving Credit Period, upon notice by term hereof in amounts such Borrower to Operations Agent given in accordance with SECTION 2.02, such Revolving Credit Loans as are requested by such Borrower up to a maximum aggregate amount outstanding to such Borrower and all other Borrowers (after giving effect to all amounts requested) at any one time equal to such Lender's Commitment Amount, provided that (i) the aggregate principal amount of all Committed Loans outstanding (after giving effect to all amounts requested) to any Borrower made by such Bank plus such Bank’s Pro Rata Share of the Letter of Credit Usage shall not exceed at the Dollar Equivalent Amount of its Commitment, and (b) in furtherance and clarification of the foregoing, as to Banks with an Alternate Currency Commitment only, to participate in Alternate Currency Letters of Credit issued by any time Fronting Bank on behalf of the Maximum Amount for Borrower or the Qualified Borrowers pursuant to this Article and to make Euro-Dollar Loans to the Borrower or to any Qualified Borrower denominated in any Alternate Currency (provided (i) such Borrower at Alternate Currency is readily available to such time Banks and is freely transferable and convertible to Dollars, and (ii) Bloomberg (or other applicable reporting service, any successor to Bloomberg or any such other service) reports a London Interbank Offered Rate (or other applicable rate) for such Alternate Currency relating to the applicable Interest Period), in an aggregate principal amount of all Loans outstanding Dollar Equivalent Amount not to all Borrowers (after giving effect to all amounts requested) shall not exceed at any time the aggregate Commitment Amountssuch Bank’s Alternate Currency Commitment. Each Borrowing outstanding under this SECTION 2.01(A) Section 2.1 shall be in an aggregate principal amount the Dollar Equivalent Amount of not less than which is $100,000 3,000,000, or a larger whole an integral multiple of $10,000 and shall100,000 in excess thereof (except that any such Borrowing may be in the aggregate unused amount of the applicable Commitments, subject or in any amount required to SECTION 2.01(C)reimburse the Fronting Bank for any drawing under any Letter of Credit) and, other than with respect to Competitive Bid Loans, shall be made from the several Lenders pro rata Banks ratably in accordance with each Lender's Commitment Percentageproportion to their respective Commitments. Each Revolving Credit Loan In no event shall mature and become due and payable as provided in SECTION 2.05.
(b) Notwithstanding the provisions of SECTION 2.01(A) and subject to the terms of this Agreement, each Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect to Swing Line Lender) may request Loans (Swing Line Advances) in an aggregate principal amount of not less than $50,000 or a larger integral multiple of $10,000, and if:
(i) the aggregate principal Dollar Equivalent Amount of Loans outstanding at any time, plus outstanding Dollar Equivalent Amount of the Letter of Credit Usage, exceed $2,500,000,000 (or, if the Borrower exercises its option to increase the aggregate amount of such requested Loans (Swing Line Advances) to such Borrower and of all other Loans outstanding to all Borrowers which were made the Dollar Commitments pursuant to Section 2.1(b), the operation aggregate amount of this SECTION 2.01(B) do not exceed $50,000,000;
the Commitments as so increased), or (ii) the aggregate principal amount Dollar Equivalent Amount of all Loans denominated in an Alternate Currency plus the outstanding from Swing Line Lender (after giving effect to all amounts requested) does not exceed Swing Line Lender's Commitment Amount;
(iii) aggregate Dollar Equivalent Amount of the aggregate principal amount Letter of all Loans outstanding to such Borrower (after giving effect to all amounts requested) does not Credit Usage for Alternate Currency Letters of Credit exceed the Maximum Amount for such Borrower; and
(iv) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) does not exceed the aggregate Commitment Amounts, then Swing Line Lender (subject to all of the terms and conditions Alternate Currency Sublimit. Notwithstanding any other provision of this Agreement) Agreement to the contrary, each Borrowing and Letter of Credit denominated in Dollars shall make all of such Loans (each, a "SWING LINE ADVANCE," and collectively, be deemed to use the "SWING LINE ADVANCES"). Each Borrower promises Dollar Commitments to pay any Swing Line Advance made to it in full (together with any accrued and unpaid interest thereon) on the earliest of (A) 10 days after extent the date such Swing Line Advance was made, (B) the date of the next Loan made to such Borrower by Lenders pursuant to SECTION 2.01(A)Dollar Sublimit would not be exceeded thereby, and (C) to use the Termination DateAlternate Currency Commitments if such Alternate Currency Commitments are available in the event that the Dollar Commitments would be so exceeded. If:Subject to the limitations set forth herein, any amounts repaid may be reborrowed.
Appears in 1 contract
Samples: Revolving Credit Agreement (Erp Operating LTD Partnership)
Commitments to Lend. (a) Subject to the terms and conditions set forth in this Agreement, each Lender of the Banks severally agrees to lend make loans to each Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect to such Lender)the Borrowers, and such Borrower the Borrowers may borrow, repay, repay and reborrow from time to time during the Revolving Credit Period, upon notice by such a Borrower to Operations the Administrative Agent given in accordance with SECTION 2.02Section 2.2(a) hereof, such Revolving Credit Loans sums as are requested by such Borrower the Borrowers up to a maximum aggregate amount outstanding to such Borrower and all other Borrowers (after giving effect to all amounts requested) at any one time equal to such LenderBank's Commitment Amount, provided that (i) the aggregate principal amount of all Loans outstanding (after giving effect to all amounts requested) to any Borrower shall not exceed at any time the Maximum Amount for such Borrower at such time and (ii) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) shall not exceed at any time the aggregate Commitment AmountsAmounts of all of the Banks and the aggregate principal amount of all Loans outstanding to any Borrower (after giving effect to all amounts requested) shall not exceed at any time the maximum amount (the "Maximum Amount") such Borrower is permitted to borrow at such time under applicable laws and regulations, the limitations on borrowing adopted by such Borrower in its Prospectus and/or SAI (if applicable) or elsewhere, and any agreements with federal, state, local or foreign governmental authorities or regulators, in each case as in effect from time to time. Each Borrowing under this SECTION 2.01(A) Section shall be in an aggregate principal amount of not less than $100,000 or a larger whole multiple of $10,000 500,000 and shall, subject to SECTION 2.01(C), shall be made from the several Lenders Banks pro rata in accordance with each LenderBank's Commitment Percentage. Each Revolving Credit Loan shall mature and become due and payable as provided in SECTION 2.05.
(b) Notwithstanding the provisions of SECTION 2.01(Aclause (a) of this Section 2.1, and subject to the terms and conditions of this Agreement, each Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect to Swing Line Lender) may request Lender agrees to make $100,000,000 of its Commitment Amount available by making Loans (each, a "Swing Line Advance", and, collectively, the "Swing Line Advances") to any Borrower and each Borrower may borrow, repay and reborrow such Swing Line Advances, from time to time during the Revolving Credit Period, upon notice by any Borrower to the Administrative Agent in accordance with Section 2.2(c), in an aggregate principal amount of at any time outstanding not less than to exceed $50,000 or a larger integral multiple of $10,000, and if:
300,000,000 (i) after giving effect to all Swing Line Advances requested); provided that the aggregate principal amount of such requested Loans (Swing Line Advances) to such Borrower and of all other Loans outstanding to all Borrowers which were made pursuant to the operation of this SECTION 2.01(B) do not exceed $50,000,000;
(ii) the aggregate principal amount of all Loans outstanding from each Swing Line Lender (after giving effect to all amounts Swing Line Advances requested) does shall not exceed the respective Swing Line Lender's Commitment Amount;
(iii) the aggregate principal amount of all Loans outstanding to such Borrower (after giving effect to all amounts requested) does not exceed the Maximum Amount for such Borrower; and
(iv) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) does not exceed the aggregate Commitment Amounts, then . All Swing Line Lender (subject to all of Advances shall be made by the terms and conditions of this Agreement) shall make all of such Swing Line Lenders on a pro rata basis. Swing Line Advances may be Federal Funds Rate Loans (each, a "SWING LINE ADVANCE," and collectively, the "SWING LINE ADVANCES")or Base Rate Loans. Each Borrower promises to pay any each Swing Line Advance made to it in full (such Borrower, together with any and all accrued and unpaid interest thereon) , on the earliest earlier of (A) 10 ten (10) days after the date such Swing Line Advance was made, (B) the date of the next Loan made to such Borrower by Lenders the Banks pursuant to SECTION 2.01(A)clause (a) of this Section, and (C) the Termination Date. If:If (x) any Swing Line Advance remains outstanding to any Borrower more than (10) days from the date of the advance thereof, (y) Loans are not requested pursuant to clause (a) of this Section by such Borrower prior to the Termination Date, or (z) the Administrative Agent so requests at any time in its sole and absolute discretion, then each Bank (including each of the Swing Line Lenders in its respective capacity as a Bank) shall fund its pro rata share (based upon such Bank's Commitment Percentage) of the principal amount of such Swing Line Advance with a Committed Loan, which Committed Loan shall initially be a Base Rate Loan. Each Bank's obligation to make such payments to the Administrative Agent for account of the Swing Line Lenders under this paragraph (b), and the Swing Line Lenders' rights to receive the same, shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the failure of any other Bank to make its payment under this paragraph (b), the financial condition of any Borrower, the existence of any Default or Event of Default, the failure of any of the conditions set forth in Article III to be satisfied, or the termination of the Commitments. Each such payment to the Swing Line Lenders shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank agrees to fund its pro rata share of such outstanding Swing Line Advances on (i) the Business Day on which demand therefore is made by the Swing Line Lenders as aforesaid, provided that notice of such demand is given not later than 1:00 P.M. (Chicago time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. If and to the extent that any Bank shall not have so made the amount of such Swing Line Advance available to the Administrative Agent, such Bank agrees to pay to the Administrative Agent for the account of the Swing Line Lenders forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Swing Line Lenders until the date such amount is paid to the Administrative Agent, as the Federal Funds Rate.
Appears in 1 contract
Commitments to Lend. (a) Subject to During the Availability Period, each Bank severally agrees, on the terms and conditions set forth in this Agreement, each Lender severally agrees to lend make loans in Dollars to each the Borrowers or any Additional Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect pursuant to such Lender), and such Borrower may borrow, repay, and reborrow this Section from time to time during in amounts such that the Dollar Equivalent of the Revolving Credit Period, upon notice Exposure by such Borrower to Operations Agent given in accordance with SECTION 2.02, such Revolving Credit Loans as are requested by such Borrower up to a maximum aggregate amount outstanding to such Borrower and all other Borrowers (after giving effect to all amounts requested) Bank at any one time equal to such Lender's Commitment Amount, provided that (i) the aggregate principal amount of all Loans outstanding (after giving effect to all amounts requested) to any Borrower shall not exceed at any time the Maximum Amount for such Borrower at such time and (ii) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) shall not exceed at any time the aggregate Commitment Amountsits Commitment. Each Borrowing under this SECTION 2.01(A) Section shall be in an aggregate principal amount of not less than $100,000 10,000,000 or a any larger whole multiple of $10,000 1,000,000 (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.2(b)) and shall, subject to SECTION 2.01(C), shall be made from the several Lenders pro rata Banks ratably in accordance with proportion to their respective Available Commitments. Within the foregoing limits, each Lender's Commitment Percentage. Each Revolving Credit Loan shall mature Borrower or any Additional Borrower may borrow under this Section, repay, or to the extent permitted by Section 2.11, prepay Loans and become due and payable as provided in SECTION 2.05reborrow at any time during the Availability Period under this Section.
(b) Notwithstanding During the provisions of SECTION 2.01(A) and subject to Availability Period, each Bank severally agrees, on the terms of and conditions set forth in this Agreement, each to make loans in English pounds sterling or euros (“Euro Loans”) to the Borrowers or any Additional Borrower pursuant to this Section from time to time in amounts such that (other than a Borrower that is an Affiliate Advised Borrower with respect to Swing Line Lenderi) may request the Dollar Equivalent of the aggregate principal amount of Committed Loans by such Bank at any one time outstanding shall not exceed the amount of its Commitment and (Swing Line Advancesii) the Dollar Equivalent of the Revolving Exposure by such Bank at any one time outstanding shall not exceed the amount of its Commitment. All Euro Loans shall be Euro-Currency Loans. Each Borrowing under this Section shall be in an aggregate principal amount of not less than the Foreign Currency Equivalent of $50,000 10,000,000 or a any larger integral multiple of the Foreign Currency Equivalent of $10,000, and if:
1,000,000 (i) except that any such Borrowing may be in the aggregate principal amount of such requested available in accordance with Section 3.2(b)) and shall be made from the several Banks ratably in proportion to their respective Available Commitments. Within the foregoing limits, the Borrowers or any Additional Borrower may borrow under this Section, repay, or to the extent permitted by Section 2.11, prepay Loans (Swing Line Advances) to such Borrower and of reborrow at any time during the Availability Period under this Section. It is expressly understood and agreed among the parties hereto that any and all other Loans outstanding to all Borrowers which were Euro Loan Borrowings made pursuant to the operation of this SECTION 2.01(BSection 2.1(b) do not exceed $50,000,000;
(ii) the aggregate principal amount of all Loans outstanding from Swing Line Lender (after giving effect to all amounts requested) does not exceed Swing Line Lender's Commitment Amount;
(iii) the aggregate principal amount of all Loans outstanding to such Borrower (after giving effect to all amounts requested) does not exceed the Maximum Amount for such Borrower; and
(iv) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) does not exceed the aggregate Commitment Amounts, then Swing Line Lender (subject to all hereof shall constitute utilizations of the terms Banks’ Commitments hereunder and conditions of this Agreement) shall make all of such Loans (each, a "SWING LINE ADVANCE," and collectively, reduce the "SWING LINE ADVANCES"). Each Borrower promises to pay any Swing Line Advance made to it in full (together with any accrued and unpaid interest thereon) on the earliest of (A) 10 days after the date such Swing Line Advance was made, (B) the date Available Commitment of the next Loan made to such Borrower by Lenders pursuant to SECTION 2.01(A), and (C) the Termination Date. If:Banks accordingly.
Appears in 1 contract
Commitments to Lend. (a) Subject to During the Revolving Availability Period, each Dollar Revolving Bank severally agrees, on the terms and conditions set forth in this Agreement, each Lender severally agrees to lend make Committed Revolving Loans in Dollars to each any Borrower (other than a or any Additional Borrower that is an Affiliate Advised Borrower with respect pursuant to such Lender), and such Borrower may borrow, repay, and reborrow this Section 2.1(a) from time to time during in amounts such that the Dollar Revolving Credit Period, upon notice by Exposure of such Borrower to Operations Agent given in accordance with SECTION 2.02, such Revolving Credit Loans as are requested by such Borrower up to a maximum aggregate amount outstanding to such Borrower and all other Borrowers (after giving effect to all amounts requested) Bank at any one time equal to such Lender's Commitment Amount, provided that (i) the aggregate principal amount of all Loans outstanding (after giving effect to all amounts requested) to any Borrower shall not exceed at any time the Maximum Amount for such Borrower at such time and (ii) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) shall not exceed at any time the aggregate Commitment Amountsits Dollar Revolving Commitment. Each Committed Revolving Borrowing under this SECTION 2.01(ASection 2.1(a) shall be in an aggregate principal amount of not less than $100,000 10,000,000 or a any larger whole multiple of $10,000 1,000,000 (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.2(b)) and shall, subject to SECTION 2.01(C), shall be made from the several Lenders pro rata Dollar Revolving Banks ratably in accordance with each Lender's Commitment Percentageproportion to their respective Available Dollar Revolving Commitments. Each Within the foregoing limits, any Borrower may borrow under this Section 2.1(a), repay, or to the extent permitted by Section 2.11, prepay Dollar Revolving Credit Loan shall mature Loans and become due and payable as provided in SECTION 2.05reborrow at any time during the Revolving Availability Period under this Section 2.1(a).
(b) Notwithstanding During the provisions of SECTION 2.01(A) and subject to Revolving Availability Period, each Multi-Currency Revolving Bank severally agrees, on the terms of and conditions set forth in this Agreement, each to make Committed Revolving Loans in Dollars, English pounds sterling, euros or other Foreign Currencies (“Multi-Currency Revolving Loans”) to any Borrower or any Additional Borrower pursuant to this Section 2.1(b) from time to time in amounts such that (other than a Borrower that is an Affiliate Advised Borrower with respect to Swing Line Lenderi) may request the Dollar Equivalent of the aggregate principal amount of Multi-Currency Revolving Loans by such Revolving Bank at any one time outstanding shall not exceed the amount of its Multi-Currency Revolving Commitment and (Swing Line Advancesii) the Multi-Currency Revolving Exposure of such Bank at any one time outstanding shall not exceed the amount of its Multi-Currency Revolving Commitment. All Multi-Currency Revolving Loans denominated in Foreign Currencies shall be Euro-Currency Loans. Each Borrowing under this Section 2.1(b) shall be in an aggregate principal amount of not less than (or, in the case of a Foreign Currency Loan, the Foreign Currency Equivalent of) $50,000 10,000,000 or a any larger integral multiple of (or, in the case of a Foreign Currency Loan, the Foreign Currency Equivalent of) $10,0001,000,000 (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.2(b)) and shall be made from the several Multi-Currency Revolving Banks ratably in proportion to their respective Available Multi-Currency Revolving Commitments. Within the foregoing limits, any Borrower or any Additional Borrower may borrow under this Section 2.1(b), repay, or to the extent permitted by Section 2.11, prepay Multi-Currency Revolving Loans and if:reborrow at any time during the Revolving Availability Period under this Section 2.1(b).
(ic) On the aggregate principal amount of such requested Loans (Swing Line Advances) to such Borrower and of all other Loans outstanding to all Borrowers which were made pursuant to the operation of this SECTION 2.01(B) do not exceed $50,000,000;
(ii) the aggregate principal amount of all Loans outstanding from Swing Line Lender (after giving effect to all amounts requested) does not exceed Swing Line Lender's Commitment Amount;
(iii) the aggregate principal amount of all Loans outstanding to such Borrower (after giving effect to all amounts requested) does not exceed the Maximum Amount for such Borrower; and
(iv) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) does not exceed the aggregate Commitment AmountsEffective Date, then Swing Line Lender (subject to all of each Term Bank severally agrees, on the terms and conditions of set forth in this Agreement, to make an initial Term Loan in Dollars to Allegion plc in a principal amount not exceeding such Bank’s initial Term Commitment. Term Loans shall be made by the Term Banks ratably in proportion to their respective Term Commitments. Any amounts prepaid or repaid in respect of Term Loans may not be reborrowed.
(d) Each Loan made pursuant to this Section 2.1 shall make all be made as part of such a Borrowing consisting of Loans (each, a "SWING LINE ADVANCE," and collectively, the "SWING LINE ADVANCES"). Each Borrower promises to pay any Swing Line Advance made to it in full (together with any accrued and unpaid interest thereon) on the earliest of (A) 10 days after the date such Swing Line Advance was made, (B) the date of the next Loan made to such Borrower by Lenders pursuant to SECTION 2.01(A), same Class and (C) the Termination Date. If:Type.
Appears in 1 contract
Samples: Credit Agreement (Allegion PLC)
Commitments to Lend. (a) Subject to During the Revolving Availability Period, each Revolving Bank severally agrees, on the terms and conditions set forth in this Agreement, each Lender severally agrees to lend make Committed Revolving Loans in Dollars to each any Borrower (other than a or any Additional Borrower that is an Affiliate Advised Borrower with respect pursuant to such Lender), and such Borrower may borrow, repay, and reborrow this Section 2.1(a) from time to time during in amounts such that the Revolving Credit Period, upon notice by Exposure of such Borrower to Operations Agent given in accordance with SECTION 2.02, such Revolving Credit Loans as are requested by such Borrower up to a maximum aggregate amount outstanding to such Borrower and all other Borrowers (after giving effect to all amounts requested) Bank at any one time equal to such Lender's Commitment Amount, provided that (i) the aggregate principal amount of all Loans outstanding (after giving effect to all amounts requested) to any Borrower shall not exceed at any time the Maximum Amount for such Borrower at such time and (ii) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) shall not exceed at any time the aggregate Commitment Amountsits Revolving Commitment. Each Committed Revolving Borrowing under this SECTION 2.01(ASection 2.1(a) shall be in an aggregate principal amount of not less than $100,000 10,000,000 or a any larger whole multiple of $10,000 1,000,000 (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.2(b)) and shall, subject to SECTION 2.01(C), shall be made from the several Lenders pro rata Revolving Banks ratably in accordance with each Lender's Commitment Percentageproportion to their respective Available Revolving Commitments. Each Within the foregoing limits, any Borrower may borrow under this Section 2.1(a), repay, or to the extent permitted by Section 2.11, prepay Dollar Revolving Credit Loan shall mature Loans and become due and payable as provided in SECTION 2.05reborrow at any time during the Revolving Availability Period under this Section 2.1(a).
(b) Notwithstanding During the provisions of SECTION 2.01(A) and subject to Revolving Availability Period, each Revolving Bank severally agrees, on the terms of and conditions set forth in this Agreement, each to make Committed Revolving Loans in English pounds sterling, euros or other Foreign Currencies to any Borrower (other than a or any Additional Borrower pursuant to this Section 2.1(b) from time to time in amounts such that is an Affiliate Advised Borrower with respect to Swing Line Lenderthe Revolving Exposure of such Bank at any one time outstanding shall not exceed the amount of its Revolving Commitment. All Multi-Currency Revolving Loans shall be Euro-Currency Loans. Each Borrowing under this Section 2.1(b) may request Loans (Swing Line Advances) shall be in an aggregate principal amount Foreign Currency Equivalent of not less than $50,000 10,000,000 or a any larger integral multiple of the Foreign Currency Equivalent of $10,0001,000,000 (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.2(b)) and shall be made from the several Revolving Banks ratably in proportion to their respective Available Revolving Commitments. Within the foregoing limits, any Borrower or any Additional Borrower may borrow under this Section 2.1(b), repay, or to the extent permitted by Section 2.11, prepay Multi-Currency Revolving Loans and if:reborrow at any time during the Revolving Availability Period under this Section 2.1(b).
(ic) Pursuant to the Existing Credit Agreement, each Term Bank thereunder made term loans in Dollars to Allegion plc in the aggregate principal amount of such requested $250,000,000 (the “Existing Term Loans”). Immediately prior to the Effective Date, the outstanding principal balance of the Existing Term Loans is $221,875,000. Such Existing Term Loans shall continue to be outstanding and shall be deemed to have been made as loans under this Agreement (Swing Line Advanceseach individually, a “Term Loan” and, collectively, the “Term Loans”). Any amounts prepaid or repaid in respect of Term Loans may not be reborrowed.
(d) to such Borrower and of all other Loans outstanding to all Borrowers which were Each Loan made pursuant to the operation this Section 2.1 shall be made as part of this SECTION 2.01(B) do not exceed $50,000,000;
(ii) the aggregate principal amount a Borrowing consisting of all Loans outstanding from Swing Line Lender (after giving effect to all amounts requested) does not exceed Swing Line Lender's Commitment Amount;
(iii) the aggregate principal amount of all Loans outstanding to such Borrower (after giving effect to all amounts requested) does not exceed the Maximum Amount for such Borrower; and
(iv) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) does not exceed the aggregate Commitment Amounts, then Swing Line Lender (subject to all of the terms same Class and conditions of this Agreement) shall make all of such Loans (each, a "SWING LINE ADVANCE," and collectively, the "SWING LINE ADVANCES"). Each Borrower promises to pay any Swing Line Advance made to it in full (together with any accrued and unpaid interest thereon) on the earliest of (A) 10 days after the date such Swing Line Advance was made, (B) the date of the next Loan made to such Borrower by Lenders pursuant to SECTION 2.01(A), and (C) the Termination Date. If:Type.
Appears in 1 contract
Samples: Credit Agreement (Allegion PLC)
Commitments to Lend. (a) Subject to During the Revolving Credit Period, each Lender agrees, on the terms and conditions set forth in this Agreement, each Lender severally agrees to lend make loans to each any Borrower in US Dollars (other than a Borrower that is an Affiliate Advised Borrower with respect in the case of both ABR Loans and Eurocurrency Loans) or (in the case of Eurocurrency Loans only) any Designated Foreign Currency, pursuant to such Lender), and such Borrower may borrow, repay, and reborrow this Section from time to time during in amounts such that (a) the Revolving Credit Period, upon notice by Exposure of such Borrower to Operations Agent given in accordance with SECTION 2.02, such Revolving Credit Loans as are requested by such Borrower up to a maximum aggregate amount outstanding to such Borrower and all other Borrowers (after giving effect to all amounts requested) Lender at any one time equal to such Lender's shall not exceed the amount of its Commitment Amount, provided that and (ib) the aggregate principal amount Revolving Credit Exposures of all Loans outstanding (after giving effect to all amounts requested) to any Borrower the Lenders shall not exceed at any time the Maximum Amount for such Borrower at such time and (ii) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) shall not exceed at any time the aggregate Commitment AmountsLenders’ Commitments. Each Borrowing under this SECTION 2.01(A) Section shall be in an aggregate principal amount of not less than $100,000 or a larger whole at least equal to the Borrowing Minimum and an integral multiple of $10,000 the Borrowing Multiple and shall, subject to SECTION 2.01(C), shall be made from the Lenders ratably in proportion to their respective Commitments, it being understood that the failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder, provided that the Commitments of the Lenders are several Lenders pro rata in accordance with each and no Lender shall be responsible for any other Lender's Commitment Percentage’s failure to make Loans as required. Each Within the foregoing limits, any Borrower may borrow, repay or, subject to Section 2.11, prepay Loans and reborrow at any time during the Revolving Credit Loan shall mature and become due and payable as provided in SECTION 2.05Period.
(b) Notwithstanding the provisions of SECTION 2.01(A) and subject to the terms of this Agreement, each Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect to Swing Line Lender) may request Loans (Swing Line Advances) in an aggregate principal amount of not less than $50,000 or a larger integral multiple of $10,000, and if:
(i) the aggregate principal amount of such requested Loans (Swing Line Advances) to such Borrower and of all other Loans outstanding to all Borrowers which were made pursuant to the operation of this SECTION 2.01(B) do not exceed $50,000,000;
(ii) the aggregate principal amount of all Loans outstanding from Swing Line Lender (after giving effect to all amounts requested) does not exceed Swing Line Lender's Commitment Amount;
(iii) the aggregate principal amount of all Loans outstanding to such Borrower (after giving effect to all amounts requested) does not exceed the Maximum Amount for such Borrower; and
(iv) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) does not exceed the aggregate Commitment Amounts, then Swing Line Lender (subject to all of the terms and conditions of this Agreement) shall make all of such Loans (each, a "SWING LINE ADVANCE," and collectively, the "SWING LINE ADVANCES"). Each Borrower promises to pay any Swing Line Advance made to it in full (together with any accrued and unpaid interest thereon) on the earliest of (A) 10 days after the date such Swing Line Advance was made, (B) the date of the next Loan made to such Borrower by Lenders pursuant to SECTION 2.01(A), and (C) the Termination Date. If:
Appears in 1 contract
Samples: Credit Agreement (DOVER Corp)
Commitments to Lend. (a) Subject to Each 2028 Revolving Lender severally agrees, on the terms and conditions set forth in this Agreement, each Lender severally agrees to lend make Revolving Loans in Dollars to each the Borrower (other than pursuant to this Section 2.01(a)(each such loan, a Borrower that is an Affiliate Advised Borrower with respect to such Lender), and such Borrower may borrow, repay, and reborrow “2028 Revolving Loan”) from time to time during the Availability Period in amounts such that its 2028 Revolving Credit PeriodOutstandings shall not exceed its 2028 Revolving Commitment; provided, upon notice by such Borrower to Operations Agent given in accordance with SECTION 2.02that, such Revolving Credit Loans as are requested by such Borrower up to a maximum aggregate amount outstanding to such Borrower and all other Borrowers (immediately after giving effect to all amounts requested) at any one time equal to each such Lender's Commitment Amount2028 Revolving Loan, provided that (i) the aggregate principal amount of all outstanding Revolving Loans outstanding (after giving effect to all amounts requested) to any Borrower shall not exceed at any time the Maximum Amount for such Borrower at such time and (ii) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) shall not exceed at any time the aggregate Commitment AmountsCommitments less the sum of all outstanding Swingline Loans and Letter of Credit Liabilities. Each 2028 Revolving Borrowing under this SECTION 2.01(A(other than Mandatory Letter of Credit Borrowings) shall be in an aggregate principal amount of not less than $100,000 10,000,000 or a any larger whole integral multiple of $10,000 1,000,000 (except that any such 2028 Revolving Borrowing may be in the aggregate amount of the unused 2028 Revolving Commitments) and shall, subject to SECTION 2.01(C), shall be made from the several 2028 Revolving Lenders pro rata ratably in accordance with each Lender's Commitment Percentageproportion to their respective 2028 Revolving Commitments. Each Within the foregoing limits, the Borrower may borrow under this Section 2.01(a), repay, or, to the extent permitted by Section 2.10, prepay, 2028 Revolving Credit Loan shall mature Loans and become due and payable as provided in SECTION 2.05reborrow under this Section 2.01(a).
(b) Notwithstanding the provisions of SECTION 2.01(A) and subject to Each 2029 Revolving Lender severally agrees, on the terms of and conditions set forth in this Agreement, to make Revolving Loans in Dollars to the Borrower pursuant to this Section 2.01(b) (each Borrower such loan, a “2029 Revolving Loan”) from time to time during the Availability Period in amounts such that its 2029 Revolving Outstandings shall not exceed its 2029 Revolving Commitment; provided, that, immediately after giving effect to each such 2029 Revolving Loan, the aggregate principal amount of all outstanding Revolving Loans (after giving effect to any amount requested) shall not exceed the aggregate Commitments less the sum of all outstanding Swingline Loans and Letter of Credit Liabilities. Each 2029 Revolving Borrowing (other than a Borrower that is an Affiliate Advised Borrower with respect to Swing Line LenderMandatory Letter of Credit Borrowings) may request Loans (Swing Line Advances) shall be in an aggregate principal amount of not less than $50,000 10,000,000 or a any larger integral multiple of $10,000, and if:
1,000,000 (i) except that any such 2029 Revolving Borrowing may be in the aggregate principal amount of such requested Loans (Swing Line Advancesthe unused 2029 Revolving Commitments) and shall be made from the several 2029 Revolving Lenders ratably in proportion to such Borrower and of all other Loans outstanding to all Borrowers which were made pursuant to their respective 2029 Revolving Commitments. Within the operation of this SECTION 2.01(B) do not exceed $50,000,000;
(ii) the aggregate principal amount of all Loans outstanding from Swing Line Lender (after giving effect to all amounts requested) does not exceed Swing Line Lender's Commitment Amount;
(iii) the aggregate principal amount of all Loans outstanding to such Borrower (after giving effect to all amounts requested) does not exceed the Maximum Amount for such Borrower; and
(iv) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) does not exceed the aggregate Commitment Amounts, then Swing Line Lender (subject to all of the terms and conditions of this Agreement) shall make all of such Loans (each, a "SWING LINE ADVANCE," and collectivelyforegoing limits, the "SWING LINE ADVANCES"). Each Borrower promises to pay any Swing Line Advance made to it in full (together with any accrued and unpaid interest thereon) on the earliest of (A) 10 days after the date such Swing Line Advance was made, (B) the date of the next Loan made to such Borrower by Lenders pursuant to SECTION 2.01(Amay borrow under this Section 2.01(b), and (C) the Termination Date. If:repay, or,
Appears in 1 contract
Samples: Revolving Credit Agreement (Louisville Gas & Electric Co /Ky/)
Commitments to Lend. (a) Subject to During the Revolving Credit Period, each Bank severally agrees, on the terms and conditions set forth in this Agreement, each Lender severally agrees to lend make loans in Dollars to each the Borrower or any Borrowing Subsidiary pursuant to this Section from time to time in amounts such that the aggregate principal amount of Committed Loans by such Bank at any one time outstanding shall not exceed the amount of its Commitment. Each Borrowing under this Section shall be in an aggregate principal amount of $10,000,000 or any larger multiple of $1,000,000 (other than a except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.2(b)) and shall be made from the several Banks ratably in proportion to their respective Available Commitments. Within the foregoing limits, the Borrower that is an Affiliate Advised Borrower with respect to such Lender), and such Borrower or any Borrowing Subsidiary may borrowborrow under this Section, repay, or to the extent permitted by Section 2.11, prepay Loans and reborrow from time to at any time during the Revolving Credit Period under this Section.
(b) Sub-Commitments to Lend in Euros. During the Revolving Credit Period, upon notice by each Euro Facility Bank severally agrees, on the terms and conditions set forth in this Agreement, to make loans in euros ("Euro-Loans") to the Borrower or any Borrowing Subsidiary pursuant to this Section from time to time in amounts such Borrower to Operations Agent given in accordance with SECTION 2.02, such Revolving Credit Loans as are requested by such Borrower up to a maximum aggregate amount outstanding to such Borrower and all other Borrowers (after giving effect to all amounts requested) at any one time equal to such Lender's Commitment Amount, provided that (i) the aggregate principal amount of all Committed Loans by such Bank at any one time outstanding (after giving effect to all amounts requested) to any Borrower shall not exceed at any time the Maximum Amount for such Borrower at such time amount of its Commitment, and (ii) the Dollar Equivalent of the aggregate principal amount of all Euro Loans by such Euro Facility Bank at any one time outstanding to all Borrowers (after giving effect to all amounts requested) shall not exceed at any time the aggregate Commitment Amountsits Euro Facility Sub-Commitment. All Euro Loans shall be Euro-Currency Loans. Each Borrowing under this SECTION 2.01(A) Section shall be in an aggregate principal amount of not less than the Foreign Currency Equivalent of $100,000 10,000,000 or a any larger whole multiple of the Foreign Currency Equivalent of $10,000 1,000,000 (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.2(b)) and shall, subject to SECTION 2.01(C), shall be made from the several Lenders pro rata Euro Facility Banks ratably in accordance with each Lender's Commitment Percentageproportion to their respective Euro Facility Sub- Commitments. Each Within the foregoing limits, the Borrower or any Borrowing Subsidiary may borrow under this Section, repay, or to the extent permitted by Section 2.11, prepay Loans and reborrow at any time during the Revolving Credit Period under this Section. It is expressly understood and agreed among the parties hereto that any and all Euro-Loan shall mature and become due and payable as provided in SECTION 2.05.
(b) Notwithstanding the provisions of SECTION 2.01(A) and subject to the terms of this Agreement, each Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect to Swing Line Lender) may request Loans (Swing Line Advances) in an aggregate principal amount of not less than $50,000 or a larger integral multiple of $10,000, and if:
(i) the aggregate principal amount of such requested Loans (Swing Line Advances) to such Borrower and of all other Loans outstanding to all Borrowers which were Borrowings made pursuant to the operation of this SECTION 2.01(BSection 2.1(b) do not exceed $50,000,000;
(ii) the aggregate principal amount of all Loans outstanding from Swing Line Lender (after giving effect to all amounts requested) does not exceed Swing Line Lender's Commitment Amount;
(iii) the aggregate principal amount of all Loans outstanding to such Borrower (after giving effect to all amounts requested) does not exceed the Maximum Amount for such Borrower; and
(iv) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) does not exceed the aggregate Commitment Amounts, then Swing Line Lender (subject to all hereof shall constitute utilizations of the terms Euro Facility Banks' Commitments hereunder and conditions of this Agreement) shall make all of such Loans (each, a "SWING LINE ADVANCE," and collectively, reduce the "SWING LINE ADVANCES"). Each Borrower promises to pay any Swing Line Advance made to it in full (together with any accrued and unpaid interest thereon) on the earliest of (A) 10 days after the date such Swing Line Advance was made, (B) the date Available Commitment of the next Loan made to such Borrower by Lenders pursuant to SECTION 2.01(A), and (C) the Termination Date. If:Euro Facility Banks accordingly.
Appears in 1 contract
Samples: Credit Agreement (Ingersoll Rand Co)
Commitments to Lend. (a) Subject to Each Lender severally agrees, on the terms and conditions set forth in this Agreement, each Lender severally agrees to lend make Revolving Loans to each the Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect to such Lender), and such Borrower may borrow, repay, and reborrow from time to time during the Revolving Credit PeriodPeriod in dollars; provided that, upon notice by immediately after each such Borrower to Operations Agent given in accordance with SECTION 2.02Loan is made, such Revolving Credit Loans as are requested by such Borrower up to a maximum aggregate amount outstanding to such Borrower and all other Borrowers (after giving effect to all amounts requested) at any one time equal to such Lender's Commitment Amount, provided that (i) the aggregate principal amount of all Loans outstanding (after giving effect to all amounts requested) to any Borrower such Lender’s Outstanding Amount shall not exceed at any time the Maximum Amount for such Borrower at such time its Commitment and (ii) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) Total Outstanding Amount shall not exceed at any time the aggregate Commitment Amountsamount of the Commitments. Each Revolving Borrowing under this SECTION 2.01(A) shall be in an aggregate principal amount of not less than $100,000 10,000,000 or a any larger whole integral multiple of $10,000 5,000,000, except that (A) any Revolving Borrowing may be in the aggregate amount of unused Commitments and shall, subject (B) any Base Rate Revolving Borrowing may be in an aggregate amount that is required to SECTION 2.01(C), be made from finance the several Lenders pro rata in accordance with each Lender's Commitment Percentage. Each Revolving reimbursement of all or any portion of any Letter of Credit Loan shall mature and become due and payable Disbursement as provided in SECTION 2.05Section 2.04(c). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans.
(b) Notwithstanding the provisions Each Revolving Loan shall be made as part of SECTION 2.01(A) and subject to the terms a Borrowing consisting of this Agreement, each Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect to Swing Line Lender) may request Revolving Loans (Swing Line Advances) in an aggregate principal amount of not less than $50,000 or a larger integral multiple of $10,000, and if:
(i) the aggregate principal amount of such requested Loans (Swing Line Advances) to such Borrower and of all other Loans outstanding to all Borrowers which were made pursuant to the operation of this SECTION 2.01(B) do not exceed $50,000,000;
(ii) the aggregate principal amount of all Loans outstanding from Swing Line Lender (after giving effect to all amounts requested) does not exceed Swing Line Lender's Commitment Amount;
(iii) the aggregate principal amount of all Loans outstanding to such Borrower (after giving effect to all amounts requested) does not exceed the Maximum Amount for such Borrower; and
(iv) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) does not exceed the aggregate Commitment Amounts, then Swing Line Lender (subject to all of the terms and conditions same Type made by the Lenders ratably in proportion to their respective Commitments. The failure of this Agreement) any Lender to make any Revolving Loan required to be made by it shall make all not relieve any other Lender of such Loans (each, a "SWING LINE ADVANCE," and collectively, its obligations hereunder; provided that the "SWING LINE ADVANCES"). Each Borrower promises to pay any Swing Line Advance made to it in full (together with any accrued and unpaid interest thereon) on the earliest of (A) 10 days after the date such Swing Line Advance was made, (B) the date Commitments of the next Loan made Lenders are several and no Lender shall be responsible for any other Lender’s failure to such Borrower by Lenders pursuant to SECTION 2.01(A), and (C) the Termination Date. If:make Revolving Loans as required.
Appears in 1 contract
Samples: Credit Agreement (Marathon Oil Corp)
Commitments to Lend. (a) Subject to During the Revolving Credit Period each U.S. Lender severally agrees, on the terms and conditions set forth in this Agreement, each Lender severally agrees to lend make loans to each either U.S. Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect pursuant to such Lender), and such Borrower may borrow, repay, and reborrow this Section from time to time (which may be denominated in Dollars or any Alternative Currency as the Borrower elects pursuant to Section 4.01); provided that, immediately after each such loan is made, (x) the amount of such U.S. Lender’s U.S. Committed Outstandings shall not exceed the amount of its U.S. Commitment, (y) the aggregate Dollar Amount of Alternative Currency Loans shall not exceed the Alternative Currency Sublimit and (z) the U.S. Total Outstanding Amount shall not exceed the aggregate amount of the U.S. Commitments. Each Borrowing under this Section shall be in an Approved Amount (except that (i) any such Borrowing may be in the aggregate amount available in accordance with the preceding sentence and (ii) any Borrowing made to reimburse an LC Disbursement pursuant to Section 2.04 may be in the amount of such LC Disbursement) and shall be made from the several U.S. Lenders ratably in proportion to their respective U.S. Commitments. Within the foregoing limits, the U.S. Borrowers may borrow under this Section, repay or, to the extent permitted by Section 4.10, prepay Loans and reborrow at any time during the Revolving Credit Period, upon notice by such Borrower to Operations Agent given in accordance with SECTION 2.02, such Revolving Credit Loans as are requested by such Borrower up to a maximum aggregate amount outstanding to such Borrower and all other Borrowers (after giving effect to all amounts requested) at any one time equal to such Lender's Commitment Amount, provided that (i) the aggregate principal amount of all Loans outstanding (after giving effect to all amounts requested) to any Borrower shall not exceed at any time the Maximum Amount for such Borrower at such time and (ii) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) shall not exceed at any time the aggregate Commitment Amounts. Each Borrowing under this SECTION 2.01(A) shall be in an aggregate principal amount of not less than $100,000 or a larger whole multiple of $10,000 and shall, subject to SECTION 2.01(C), be made from the several Lenders pro rata in accordance with each Lender's Commitment Percentage. Each Revolving Credit Loan shall mature and become due and payable as provided in SECTION 2.05.
(b) Notwithstanding the provisions of SECTION 2.01(A) and subject to the terms of this Agreement, each Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect to Swing Line Lender) may request Loans (Swing Line Advances) in an aggregate principal amount of not less than $50,000 or a larger integral multiple of $10,000, and if:
(i) the aggregate principal amount of such requested Loans (Swing Line Advances) to such Borrower and of all other Loans outstanding to all Borrowers which were made Period pursuant to the operation of this SECTION 2.01(B) do not exceed $50,000,000;
(ii) the aggregate principal amount of all Loans outstanding from Swing Line Lender (after giving effect to all amounts requested) does not exceed Swing Line Lender's Commitment Amount;
(iii) the aggregate principal amount of all Loans outstanding to such Borrower (after giving effect to all amounts requested) does not exceed the Maximum Amount for such Borrower; and
(iv) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) does not exceed the aggregate Commitment Amounts, then Swing Line Lender (subject to all of the terms and conditions of this Agreement) shall make all of such Loans (each, a "SWING LINE ADVANCE," and collectively, the "SWING LINE ADVANCES"). Each Borrower promises to pay any Swing Line Advance made to it in full (together with any accrued and unpaid interest thereon) on the earliest of (A) 10 days after the date such Swing Line Advance was made, (B) the date of the next Loan made to such Borrower by Lenders pursuant to SECTION 2.01(A), and (C) the Termination Date. If:Section.
Appears in 1 contract
Samples: Credit Agreement (Aramark Corp/De)
Commitments to Lend. (a) Subject to Each Bank severally agrees, on ------------------- the terms and conditions set forth in this Agreementherein, each Lender severally agrees to lend make Tranche A Loans to each the Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect to such Lender), and such Borrower may borrow, repay, and reborrow from time to time during before the Revolving Credit PeriodTranche A Termination Date; provided, upon notice by -------- that, immediately after each such Borrower to Operations Agent given in accordance with SECTION 2.02Loan is made, such Revolving Credit Loans as are requested by such Borrower up to a maximum aggregate amount outstanding to such Borrower and all other Borrowers (after giving effect to all amounts requested) at any one time equal to such Lender's Commitment Amount, provided that (i) the aggregate outstanding ---- principal amount of all Tranche A Loans outstanding (after giving effect to all amounts requested) to any Borrower by such Bank shall not exceed at any time the Maximum Amount for such Borrower at such time and (ii) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) shall not exceed at any time the aggregate Commitment Amountsits Tranche A Commitment. Each Base Rate Borrowing under this SECTION 2.01(A) Section shall be in an aggregate principal amount of not less than $100,000 or a any larger whole multiple amount (except that any such Borrowing may be in the aggregate amount of $10,000 the Unused Tranche A Commitments) and shall, subject to SECTION 2.01(C), shall be made from the several Lenders pro rata Banks ratably in accordance with each Lender's Commitment Percentageproportion to their respective Tranche A Commitments. Each Revolving Credit Loan Euro-Dollar Borrowing under this Section shall mature and become due and payable as provided in SECTION 2.05.
(b) Notwithstanding the provisions of SECTION 2.01(A) and subject to the terms of this Agreement, each Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect to Swing Line Lender) may request Loans (Swing Line Advances) be in an aggregate principal amount of not less than $50,000 2,000,000 or a any larger integral multiple of $10,000500,000 and shall be made from the several Banks ratably in proportion to their respective Tranche A Commitments. Within the foregoing limits, the Borrower may borrow under this Section, repay, reborrow, and if:to the extent permitted by Section 2.09, prepay Loans, under this Section at any time before the Tranche A Termination Date. As of the date of this Agreement, the outstanding Tranche A Loans are due and owing in accordance with the terms hereof without counterclaim, offset or other defense.
(ib) Provided that the Image Acquisition Date occurs on or before February 15, 1999 (such occurrence, if the same occurs, time being of the essence, is referred to herein as the "Tranche B Commitment Effective Date"), each Bank severally agrees, on the terms and conditions set forth herein, to make Tranche B Loans to the Borrower from time to time before the Tranche B Termination Date; provided, that, immediately after each such Loan is made, the -------- ---- aggregate outstanding principal amount of Tranche B Loans by such Bank shall not exceed the amount of its Tranche B Commitment. Each Base Rate Borrowing under this Section shall be in an aggregate principal amount of $100,000 or any larger amount (except that any such requested Loans (Swing Line AdvancesBorrowing may be in the aggregate amount of the Unused Tranche B Commitment) and shall be made from the several Banks ratably in proportion to such their respective Tranche B Commitments. Each Euro-Dollar Borrowing under this Section shall be in an aggregate principal amount of $2,000,000 or any larger multiple of $500,000 and shall be made from the several Banks ratably in proportion to their respective Tranche B Commitments. Within the foregoing limits, the Borrower may borrow under this Section, repay, reborrow, and of all other Loans outstanding to all Borrowers which were made pursuant to the operation of extent permitted by Section 2.09, prepay Loans, under this SECTION 2.01(B) do Section at any time before the Tranche B Termination Date. In no event shall any Bank be obligated to fund any Tranche B Loans in the event the Image Acquisition Date does not exceed $50,000,000;occur on or before February 15, 1999.
(iic) Notwithstanding the aggregate foregoing Sections 2.01(a) and (b), in no event shall the principal amount of all Loans made by any Bank outstanding from Swing Line Lender (after giving effect to all amounts requested) does not at any one time exceed Swing Line Lenderthe total amount of such Bank's Commitment Amount;
(iii) the aggregate principal amount of all Loans outstanding to minus such Borrower (after giving effect to all amounts requested) does not exceed the Maximum Amount for such Borrower; and
(iv) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) does not exceed the aggregate Commitment Amounts, then Swing Line Lender (subject to all Bank's pro rata share of the terms and conditions Letter of this Agreement) shall make all of such Loans Credit ----- Obligations (each, a "SWING LINE ADVANCE," and collectively, the "SWING LINE ADVANCES"whether as issuer or participant). Each Borrower promises to pay any Swing Line Advance made to it in full (together with any accrued and unpaid interest thereon) on the earliest of (A) 10 days after the date such Swing Line Advance was made, (B) the date of the next Loan made to such Borrower by Lenders pursuant to SECTION 2.01(A), and (C) the Termination Date. If:.
Appears in 1 contract
Commitments to Lend. (a) Subject to Each Bank severally agrees, on ------------------- the terms and conditions set forth in this Agreement, each Lender severally agrees to lend to each Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect to such Lender), and such Borrower may borrow, repay, and reborrow from time to time during to lend to the Revolving Credit Period, upon notice Borrower pursuant to this Section 2.01 in amounts such that the aggregate outstanding principal amount of Committed Loans by such Borrower to Operations Agent given in accordance with SECTION 2.02Bank, such Revolving plus its Commitment Percentage of the Letter of Credit Loans as are requested by such Borrower up to a maximum aggregate amount outstanding to such Borrower and all other Borrowers (after giving effect to all amounts requested) Outstandings at any one time equal to such Lender's Commitment Amountoutstanding shall not exceed the amount of its Commitment. Without in any way limiting the foregoing, provided that at no time will the sum of (iA) the Letter of Credit Outstandings, plus (B) the aggregate outstanding principal amount of all Loans outstanding the Committed Loans, plus (after giving effect to all amounts requested) to any Borrower shall not exceed at any time the Maximum Amount for such Borrower at such time and (iic) the aggregate outstanding principal amount of all the Competitive Loans outstanding to all Borrowers (after giving effect to all amounts requested) shall not exceed at any time the aggregate Commitment AmountsCommitted Amount. Each Committed Borrowing under this SECTION 2.01(A) Section 2.01 shall be in an aggregate principal amount of not less than $100,000 5,000,000 or a any larger whole multiple of $10,000 1,000,000 (except that any such Committed Borrowing may be in an aggregate amount such that, immediately after giving effect to such Borrowing, the sum of (A) the Letter of Credit Outstandings, plus (B) the aggregate outstanding principal amount of the Committed Loans, plus (C) the aggregate outstanding principal amount of the Competitive Loans will equal the Committed Amount) and shall, subject to SECTION 2.01(C), shall be made from by the several Lenders pro rata Banks ratably in accordance with each Lender's Commitment Percentageproportion to their respective Commitments. Each Revolving Credit Loan shall mature Within the foregoing limits, prior to the Termination Date the Borrower may borrow under this Section 2.01, repay, or to the extent permitted by Section 2.13, prepay Committed Loans and become due and payable as provided in SECTION 2.05re-borrow at any time.
(b) Notwithstanding At any time after the provisions of SECTION 2.01(A) and subject 61st day prior to the terms of this Agreementthen current Termination Date, each the Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect to Swing Line Lender) may request Loans that the Termination Date be extended, effective on the then current Termination Date, to the date which is the 364th day after the then current Termination Date and the Banks may, at their option, accept or reject such request. To request an extension, the Borrower shall notify the Administrative Agent of the Borrower's request to extend the Termination Date, and the Administrative Agent shall promptly notify the Banks of each such request. Each Bank shall notify the Administrative Agent in writing within 30 days after receipt of such request whether it consents to such extension; provided that no Bank shall be required to give notice of consent prior to 30 -------- days prior to the then current Termination Date (Swing Line Advancesthe later of such days shall be referred to as the "Extension Response Date"). If any Bank shall fail to give such notice to the Administrative Agent by the Extension Response Date, such Bank shall be deemed to have rejected the requested extension. If all the Banks consent to the requested extension by the Extension Response Date, the Termination Date shall be automatically extended to the date which is the 364th day after the then current Termination Date. If fewer than all the Banks so consent (each Bank rejecting the requested extension being referred to as a "Terminating ----------- Bank"), the Borrower shall within five days after the Extension Response Date ---- notify the Administrative Agent (which shall promptly notify each Bank) in whether the Borrower elects to withdraw its request for an extension of the Termination Date or to extend the Termination Date for all the Banks that have consented to such extension. If the Borrower elects to so extend the Termination Date as to fewer than all the Banks, the Administrative Agent shall promptly notify the non-Terminating Banks of the Borrower's decision, and each Bank which is not a Terminating Bank shall have the right, but not the obligation, to elect to increase its Commitment by an amount not to exceed the aggregate principal amount of the Commitments of the Terminating Banks, which election shall be made by notice from each such non-Terminating Bank to the Administrative Agent and the Borrower given not less later than $50,000 or a larger integral multiple five Business Days after the date notified by the Administrative Agent, specifying the amount of $10,000such proposed increase in such non-Terminating Bank's Commitment.
(c) If the aggregate amount of the proposed increases in the respective Commitments of all such non-Terminating Banks making such an election is in excess of the aggregate Commitments of the Terminating Banks, and if:
(i) the aggregate principal amount respective Commitments of the Terminating Banks shall be allocated pro rata among such requested Loans (Swing Line Advances) non- -------- Terminating Banks based on the respective amounts of the proposed increases to their Commitments elected by such Borrower non-Terminating Banks and of all other Loans outstanding to all Borrowers which were made pursuant to the operation of this SECTION 2.01(B) do not exceed $50,000,000;
(ii) the aggregate principal amount respective Commitments of all Loans outstanding from Swing Line Lender such non-Terminating Banks shall be increased by the respective amounts allocated pursuant to clause (i) above so that, after giving effect to all amounts requested) does not exceed Swing Line Lender's such Commitment Amount;
(iii) terminations and increases, the aggregate principal amount of the Commitments of the non-Terminating Banks will be the same as the Committed Amount prior to the Extension Response Date. If the aggregate amount of the proposed increases to the respective Commitments of all Loans outstanding to non-Terminating Banks making such Borrower (an election equals the aggregate Commitments of the Terminating Banks, the respective Commitments of such non-Terminating Banks shall be increased by the respective amounts of their proposed increases, so that after giving effect to such Commitment terminations and increases, the aggregate amount of the Commitments non-Terminating Banks will be the same as the Committed Amount prior to the Extension Response Date. If the aggregate amount of the proposed increases to the respective Commitments of all non-Terminating Banks making such an election is less than the aggregate Commitments of the Terminating Banks, (i) the respective Commitments of such non-Terminating Banks shall be increased by the respective amounts requestedof their proposed increases and (ii) the Borrower shall have the right to add one or more banks and other financial institutions as parties to this Agreement (in such capacity, each a "Purchasing Bank") to replace such Terminating Banks, which Purchasing Banks --------------- shall have aggregate Commitments not greater than those of the Terminating Banks, less the amounts thereof, if any, assumed by the non-Terminating Banks, as described immediately above. The transfer of Commitments and outstanding Loans from Terminating Banks to Purchasing Banks and non-Terminating Banks shall take place on the effective date of, and pursuant to the execution, delivery, acceptance and recording of, instruments of assignment and acceptance in accordance with the procedures set forth in Section 9.07(c).
(d) To the extent that any Terminating Bank does not exceed transfer all its Commitment and outstanding Loans to a Purchasing Bank or a non-Terminating Bank pursuant to subsection (c) immediately above, on the Maximum Termination Date applicable to each such Terminating Bank, the Committed Amount for shall be reduced by the amount of the Commitment of each such Borrower; Terminating Bank and
(iv) , concurrently with such reduction in the aggregate Committed Amount, the Borrower shall pay the outstanding principal amount of all the Loans outstanding to all Borrowers (after giving effect to all amounts requested) does not exceed the aggregate Commitment Amountsof each such Terminating Bank, then Swing Line Lender (subject to all of the terms and conditions of this Agreement) shall make all of such Loans (each, a "SWING LINE ADVANCE," and collectively, the "SWING LINE ADVANCES"). Each Borrower promises to pay any Swing Line Advance made to it in full (together with any all accrued and unpaid interest thereon, each such Terminating Bank's ratable share of all accrued and unpaid Facility Fees and all other amounts then owing to such Terminating Bank hereunder, in each case, to the extent not transferred pursuant to subsection (c) on the earliest of immediately above.
(Ae) 10 days after the date such Swing Line Advance was made, Each Terminating Bank's Commitment shall expire no later than its Termination Date and each Terminating Bank shall have no further rights or obligations hereunder following (Bi) the date transfer of such Terminating Bank's Commitment and outstanding Loans from such Terminating Bank to Purchasing Banks or non-Terminating Banks and (ii) the payment in full of all amounts due and owing to such Terminating Bank on its Termination Date.
(f) Notwithstanding any other provision of this Section 2.01, the Administrative Agent and the Borrower shall have the right, without consent of the next Loan made Required Banks, to such Borrower by Lenders pursuant to SECTION 2.01(A), and (C) amend the procedures for the extension of the Termination Date. If:Date set forth in this Section 2.01 to the extent the Administrative Agent shall determine such amendment to be necessary to ensure that the Banks will not be required to maintain capital against their Commitments under applicable rules, regulations and interpretations of bank regulatory authorities; provided, that -------- no such amendment shall permit the extension of any Bank's Commitment without the consent of such Bank.
Appears in 1 contract
Commitments to Lend. (a) Subject to Each 2028 Revolving Lender severally agrees, on the terms and conditions set forth in this Agreement, each Lender severally agrees to lend make Revolving Loans in Dollars to each the Borrower (other than pursuant to this Section 2.01(a)(each such loan, a Borrower that is an Affiliate Advised Borrower with respect to such Lender), and such Borrower may borrow, repay, and reborrow “2028 Revolving Loan”) from time to time during the Availability Period in amounts such that its 2028 Revolving Credit PeriodOutstandings shall not exceed its 2028 Revolving Commitment; provided, upon notice by such Borrower to Operations Agent given in accordance with SECTION 2.02that, such Revolving Credit Loans as are requested by such Borrower up to a maximum aggregate amount outstanding to such Borrower and all other Borrowers (immediately after giving effect to all amounts requested) at any one time equal to each such Lender's Commitment Amount2028 Revolving Loan, provided that (i) the aggregate principal amount of all outstanding Revolving Loans outstanding (after giving effect to all amounts requested) to any Borrower shall not exceed at any time the Maximum Amount for such Borrower at such time and (ii) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) shall not exceed at any time the aggregate Commitment AmountsCommitments less the sum of all outstanding Swingline Loans and Letter of Credit Liabilities. Each 2028 Revolving Borrowing under this SECTION 2.01(A(other than Mandatory Letter of Credit Borrowings) shall be in an aggregate principal amount of not less than $100,000 10,000,000 or a any larger whole integral multiple of $10,000 1,000,000 (except that any such 2028 Revolving Borrowing may be in the aggregate amount of the unused 2028 Revolving Commitments) and shall, subject to SECTION 2.01(C), shall be made from the several 2028 Revolving Lenders pro rata ratably in accordance with each Lender's Commitment Percentageproportion to their respective 2028 Revolving Commitments. Each Within the foregoing limits, the Borrower may borrow under this Section 2.01(a), repay, or, to the extent permitted by Section 2.10, prepay, 2028 Revolving Credit Loan shall mature Loans and become due and payable as provided in SECTION 2.05reborrow under this Section 2.01(a).
(b) Notwithstanding the provisions of SECTION 2.01(A) and subject to Each 2029 Revolving Lender severally agrees, on the terms of and conditions set forth in this Agreement, to make Revolving Loans in Dollars to the Borrower pursuant to this Section 2.01(b) (each Borrower such loan, a “2029 Revolving Loan”) from time to time during the Availability Period in amounts such that its 2029 Revolving Outstandings shall not exceed its 2029 Revolving Commitment; provided, that, immediately after giving effect to each such 2029 Revolving Loan, the aggregate principal amount of all outstanding Revolving Loans (after giving effect to any amount requested) shall not exceed the aggregate Commitments less the sum of all outstanding Swingline Loans and Letter of Credit Liabilities. Each 2029 Revolving Borrowing (other than a Borrower that is an Affiliate Advised Borrower with respect to Swing Line LenderMandatory Letter of Credit Borrowings) may request Loans (Swing Line Advances) shall be in an aggregate principal amount of not less than $50,000 10,000,000 or a any larger integral multiple of $10,000, and if:
1,000,000 (i) the aggregate principal amount of except that any such requested Loans (Swing Line Advances) to such Borrower and of all other Loans outstanding to all Borrowers which were made pursuant to the operation of this SECTION 2.01(B) do not exceed $50,000,000;
(ii) the aggregate principal amount of all Loans outstanding from Swing Line Lender (after giving effect to all amounts requested) does not exceed Swing Line Lender's Commitment Amount;
(iii) the aggregate principal amount of all Loans outstanding to such Borrower (after giving effect to all amounts requested) does not exceed the Maximum Amount for such Borrower; and
(iv) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) does not exceed the aggregate Commitment Amounts, then Swing Line Lender (subject to all of the terms and conditions of this Agreement) shall make all of such Loans (each, a "SWING LINE ADVANCE," and collectively, the "SWING LINE ADVANCES"). Each Borrower promises to pay any Swing Line Advance made to it in full (together with any accrued and unpaid interest thereon) on the earliest of (A) 10 days after the date such Swing Line Advance was made, (B) the date of the next Loan made to such Borrower by Lenders pursuant to SECTION 2.01(A), and (C) the Termination Date. If:2029 Revolving
Appears in 1 contract
Samples: Revolving Credit Agreement (Louisville Gas & Electric Co /Ky/)
Commitments to Lend. (a) Subject to Each Tranche A Lender severally agrees, on the terms and conditions set forth in this Agreement, each Lender severally agrees to lend make loans to each the Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect pursuant to such Lender), and such Borrower may borrow, repay, and reborrow this Section from time to time during the Revolving Credit Period, upon notice by such Borrower ; provided that (A) no Tranche A Loan shall be made pursuant to Operations Agent given in accordance with SECTION 2.02, such Revolving Credit Loans as are requested by such Borrower up this Section 2.01(a) (other than any Tranche A Loan made pursuant to a maximum aggregate amount outstanding to such Borrower and all other Borrowers (after giving effect to all amounts requestedSection 2.16(e)) at any one time equal to when the Total Tranche B Outstanding Amount is less than the Maximum Tranche B Availability and (B) immediately after each such Lender's Commitment Amount, provided that loan is made: (i1) (1) the sum of the aggregate outstanding principal amount of all such Tranche A Lender’s Tranche A Loans outstanding (after giving effect to all amounts requested) to any Borrower plus the aggregate amount of such Tranche A Lender’s LC Exposure shall not exceed at any time the Maximum Amount for such Borrower at such time and its Tranche A Commitment, (ii2) (2) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) Total Tranche A Outstanding Amount shall not exceed at any time the aggregate Commitment AmountsMaximum Tranche A Availability and (iii3) the Total Outstanding Amount shall not exceed the Maximum Facility Availability. Each Subject to Section 2.02(c), each Borrowing under this SECTION 2.01(A) Section shall be in an aggregate principal amount of not less than $100,000 5,000,000 or a any larger whole multiple of $10,000 1,000,000 (except that (x) any such Borrowing may be in the aggregate amount available within the limitations in the foregoing proviso and shall, subject (y) any Base Rate Borrowing pursuant to SECTION 2.01(C), Section 2.16(e) may be in the amount specified therein) and shall be made from the several Tranche A Lenders pro rata ratably in accordance with each Lender's Commitment Percentageproportion to their respective Tranche A Commitments. Each Revolving Credit Loan shall mature Within the foregoing limits, the Borrower may borrow under this Section, repay, or to the extent permitted by Section 2.11, prepay Tranche A Loans and become due and payable as provided in SECTION 2.05re-borrow under this Section 2.01.
(b) Notwithstanding the provisions of SECTION 2.01(A) and subject to Each Tranche B Lender severally agrees, on the terms of and conditions set forth in this Agreement, to make loans to the Borrower pursuant to this Section from time to time during the Revolving Credit Period; provided that, immediately after each Borrower such loan is made: (other than a Borrower that is an Affiliate Advised Borrower with respect i) the aggregate outstanding principal amount of such Tranche B Lender’s Tranche B Loans shall not exceed its Tranche B Commitment, (ii) the Total Tranche B Outstanding Amount shall not exceed the Maximum Tranche B Availability and (iii) the Total Outstanding Amount shall not exceed the Maximum Facility Availability. Subject to Swing Line Lender) may request Loans (Swing Line Advances) Section 2.02, each Borrowing under this Section shall be in an aggregate principal amount of not less than $50,000 5,000,000 or a any larger integral multiple of $10,000, and if:
1,000,000 (i) except that any such Borrowing may be in the aggregate principal amount of such requested Loans (Swing Line Advancesavailable within the limitations in the foregoing proviso) and shall be made from the several Tranche B Lenders ratably in proportion to such their respective Tranche B Commitments. Within the foregoing limits, the Borrower and of all other Loans outstanding to all Borrowers which were made pursuant may borrow under this Section, repay, or to the operation of extent permitted by Section 2.11, prepay Tranche B Loans and re-borrow under this SECTION 2.01(B) do not exceed $50,000,000;
(ii) the aggregate principal amount of all Loans outstanding from Swing Line Lender (after giving effect to all amounts requested) does not exceed Swing Line Lender's Commitment Amount;
(iii) the aggregate principal amount of all Loans outstanding to such Borrower (after giving effect to all amounts requested) does not exceed the Maximum Amount for such Borrower; and
(iv) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) does not exceed the aggregate Commitment Amounts, then Swing Line Lender (subject to all of the terms and conditions of this Agreement) shall make all of such Loans (each, a "SWING LINE ADVANCE," and collectively, the "SWING LINE ADVANCES"). Each Borrower promises to pay any Swing Line Advance made to it in full (together with any accrued and unpaid interest thereon) on the earliest of (A) 10 days after the date such Swing Line Advance was made, (B) the date of the next Loan made to such Borrower by Lenders pursuant to SECTION 2.01(A), and (C) the Termination Date. If:Section 2.01.
Appears in 1 contract
Commitments to Lend. (a) Subject to Each Lender severally agrees, on the terms and conditions set forth in this Agreement, each to make Loans to the Borrower on the Effective Date and on the Second Funding Date pursuant to this subsection in an amount not to exceed in the aggregate such Lender’s Commitment in effect on the date of such Borrowing. Each Additional Lender severally agrees agrees, on the terms and conditions set forth in this Agreement, to lend make Loans to each the Borrower (other than a Borrower that is on the Amendment Effective Date pursuant to this subsection in an Affiliate Advised Borrower with respect amount not to exceed in the aggregate such Lender), and such Borrower may borrow, repay, and reborrow from time to time during the Revolving Credit Period, upon notice by such Borrower to Operations Agent given in accordance with SECTION 2.02, such Revolving Credit Loans as are requested by such Borrower up to a maximum aggregate amount outstanding to such Borrower and all other Borrowers (after giving effect to all amounts requested) at any one time equal to such Lender's Commitment Amount, provided that (i) the aggregate principal amount of all Loans outstanding (after giving effect to all amounts requested) to any Borrower shall not exceed at any time the Maximum Amount for such Borrower at such time and (ii) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) shall not exceed at any time the aggregate Commitment Amounts’s Commitment. Each Borrowing under this SECTION 2.01(A) shall be in an aggregate principal amount of not less than $100,000 or a larger whole multiple of $10,000 and shall, subject to SECTION 2.01(C), be made from the several Lenders pro rata ratably in accordance with each Lender's Commitment Percentageproportion to their respective Commitments in effect on the date of such Borrowing. Amounts borrowed under this Section 2.01 and repaid or prepaid may not be reborrowed. Each Revolving Credit Loan Lender’s Commitment shall mature and become due and payable as provided in SECTION 2.05.
(b) Notwithstanding be permanently reduced by the provisions amount of SECTION 2.01(A) and subject to the terms Loans funded by such Lender on the date of this Agreement, each Borrower such Borrowing. Each Lender’s (other than a Borrower that is an Affiliate Advised Borrower with respect to Swing Line any Additional Lender’s) may request Loans Commitment shall terminate immediately and without further action upon the earliest of (Swing Line Advances) in an aggregate principal amount of not less than $50,000 or a larger integral multiple of $10,000, and if:
(ix) the Effective Date after giving effect to the funding of such Lender’s Loans on such date (and solely to the extent the entire aggregate principal amount of such requested Loans Lender’s Commitment is funded on such date), (Swing Line Advances) to such Borrower and of all other Loans outstanding to all Borrowers which were made pursuant to the operation of this SECTION 2.01(B) do not exceed $50,000,000;
(iiy) the aggregate principal amount of all Loans outstanding from Swing Line Lender (Second Funding Date after giving effect to all amounts requested) does not exceed Swing Line the funding of such Lender's Commitment Amount;
’s Loans on such date and (iiiz) the aggregate principal amount of all Loans outstanding to such Borrower (after giving effect to all amounts requested) does not exceed the Maximum Amount for such Borrower; and
(iv) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) does not exceed the aggregate Commitment Amounts, then Swing Line Lender (subject to all of the terms and conditions of this Agreement) shall make all of such Loans (each, a "SWING LINE ADVANCE," and collectively, the "SWING LINE ADVANCES"). Each Borrower promises to pay any Swing Line Advance made to it in full (together with any accrued and unpaid interest thereon) on the earliest of (A) 10 days after the date such Swing Line Advance was made, (B) the date of the next Loan made to such Borrower by Lenders pursuant to SECTION 2.01(A), and (C) the Termination Date. If:.
Appears in 1 contract
Commitments to Lend. (a) Subject to Each Lender severally agrees, on the terms and conditions set forth herein, to make Revolving Credit Loans to the Borrower in this Agreement, each Lender severally agrees to lend to each Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect to such Lender), and such Borrower may borrow, repay, and reborrow any Currency from time to time during before the Revolving Credit PeriodMaturity Date; provided that, based upon notice by such Borrower to Operations Agent given in accordance with SECTION 2.02the Dollar Equivalent of any Alternate Currency Loans made, (i) immediately after each such Revolving Credit Loan is made, the aggregate outstanding principal amount of Revolving Credit Loans as are requested by such Borrower up to a maximum aggregate amount outstanding to such Borrower and all other Borrowers Lender (after giving effect to all amounts requested) at any one time equal to such together with, in the case of the Swing Line Lender's Commitment Amount, provided that (i) the aggregate principal amount of all Loans outstanding (after giving effect to all amounts requestedSwing Line Loans) to any Borrower plus its pro rata share of the Letter of Credit Obligations shall not exceed at any time the Maximum Amount for such Borrower at such time and amount of its Revolving Credit Commitment, (ii) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) shall not exceed at any time the aggregate Commitment Amounts. Each Borrowing under this SECTION 2.01(A) shall be in an aggregate principal amount of not less than $100,000 or a larger whole multiple of $10,000 and shall, subject to SECTION 2.01(C), be made from the several Lenders pro rata in accordance with each Lender's Commitment Percentage. Each Revolving Credit Loan shall mature and become due and payable as provided in SECTION 2.05.
(b) Notwithstanding the provisions of SECTION 2.01(A) and subject to the terms of this AgreementLoans, each Borrower (other than a Borrower that is an Affiliate Advised Borrower together with respect to Swing Line Lender) may request Loans (Swing Line Advances) in an aggregate principal amount of not less than $50,000 or a larger integral multiple of $10,000, and if:
(i) the aggregate principal amount of such requested Loans (Swing Line Advances) to such Borrower and of all other Loans outstanding to all Borrowers which were made pursuant to the operation of this SECTION 2.01(B) do not exceed $50,000,000;
(ii) the aggregate principal amount of all Loans outstanding from Swing Line Lender (after giving effect to all amounts requested) does Loans and the Letter of Credit Obligations, at any one time outstanding shall not exceed Swing Line Lender's Commitment Amount;
the aggregate amount of the Revolving Credit Commitments of all of the Lenders at such time, and (iii) the aggregate principal amount of all Alternate Currency Loans at any one time outstanding to such Borrower (after giving effect to all amounts requested) does shall not exceed the Maximum Amount for Alternate Currency Commitment at such Borrower; and
(iv) the time. Each Revolving Credit Borrowing that is a Eurocurrency Borrowing under this Section, denominated in Dollars or an Alternate Currency, shall be in an aggregate principal amount of all Loans outstanding $2,500,000 or any larger multiple of $500,000 (or with respect to all Borrowers Eurocurrency Borrowings denominated in an Alternate Currency, the Alternate Currency Equivalent in each case thereof) and each Revolving Credit Borrowing that is a Base Rate Borrowing under this Section shall be in an aggregate principal amount of $1,000,000 or any larger multiple of $500,000 (after giving effect to all amounts requested) does not exceed except that any such Revolving Credit Borrowing may be in the aggregate Commitment Amounts, then Swing Line Lender (subject to all amount of the terms Total Unused Revolving Credit Commitments) and conditions of this Agreement) shall make all of such Loans (each, a "SWING LINE ADVANCE," and collectivelybe made from the several Lenders ratably in proportion to their respective Revolving Credit Commitments. Within the foregoing limits, the "SWING LINE ADVANCES"). Each Borrower promises may borrow under this Section 2.01, repay or, to pay the extent permitted by Section 2.09, prepay Revolving Credit Loans and reborrow under this Section 2.01 at any Swing Line Advance made to it in full (together with any accrued and unpaid interest thereon) on time before the earliest of (A) 10 days after the date such Swing Line Advance was made, (B) the date of the next Loan made to such Borrower by Lenders pursuant to SECTION 2.01(A), and (C) the Termination Revolving Credit Maturity Date. If:.
Appears in 1 contract
Commitments to Lend. (a) Subject to Each Bank severally agrees, on the terms and conditions set forth in this Agreementherein, each Lender severally agrees to lend make Syndicated Loans (which may be, at the option of the Borrower and subject to each Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect to such Lender)the terms and conditions hereof, Foreign Currency Loans or Syndicated Dollar Loans, and such Syndicated Dollar Loans may be Domestic Loans or Euro-Dollar Loans) to the Borrower may borrow, repay, and reborrow from time to time during before the Revolving Credit Period, upon notice by such Borrower to Operations Agent given in accordance with SECTION 2.02, such Revolving Credit Loans as are requested by such Borrower up to a maximum aggregate amount outstanding to such Borrower and all other Borrowers (after giving effect to all amounts requested) at any one time equal to such Lender's Commitment Amount, Termination Date; provided that that:
(i) the sum of the aggregate principal amount of all Syndicated Dollar Loans outstanding (after giving effect to all amounts requested) to any Borrower shall not exceed at any time and the Maximum Amount for such Borrower at such time and (ii) Dollar Equivalent of the aggregate principal amount of all Foreign Currency Loans outstanding to all Borrowers (after giving effect be made by such Bank to all amounts requested) the Borrower shall not exceed at any time the amount of its Unused Commitment, and
(ii) immediately after each such Loan is made, the aggregate Commitment Amountsoutstanding principal amount of all Syndicated Dollar Loans, Finnish Markka Loans, Money Market Loans, the Dollar Equivalent of Foreign Currency Loans, and the Unmatured Prior Loan shall not exceed the aggregate amount of the Commitments of all of the Banks. Subject to the foregoing, the Borrower shall be permitted, subject to the terms and conditions hereof, to obtain Loans up to the full aggregate amount of the Unused Commitments of the Banks. The Dollar Equivalent of each Foreign Currency Loan on the date of the delivery of the Notice of Borrowing for each Foreign Currency Loan (in accordance with the terms hereof) shall be deemed to be the amount of the Foreign Currency Loan outstanding for the purpose of calculating the Unused Commitments on the date of disbursement and on such date of delivery of the Notice of Borrowing, the Agent shall calculate the Dollar Equivalent of each of the (x) outstanding Foreign Currency Loans and Finnish Markka Loans, and (y) requested Foreign Currency Loans and Finnish Markka Loans. Each Euro-Dollar Borrowing and Foreign Currency Borrowing under this SECTION 2.01(A) Section shall be in an aggregate principal amount of not less than $100,000 3,000,000 (or a the Dollar Equivalent thereof in any Foreign Currency Borrowing) or any larger whole multiple of $10,000 1,000,000 (except that any such Borrowing may be in the aggregate amount of the Unused Commitments) and shall, subject to SECTION 2.01(C), shall be made from the several Lenders pro rata Banks ratably in accordance with each Lender's Commitment Percentageproportion to their respective Commitments. Each Revolving Credit Loan Base Rate Borrowing under this Section shall mature and become due and payable as provided in SECTION 2.05.
(b) Notwithstanding the provisions of SECTION 2.01(A) and subject to the terms of this Agreement, each Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect to Swing Line Lender) may request Loans (Swing Line Advances) be in an aggregate principal amount of not less than $50,000 1,000,000 or a any larger integral multiple of $10,000, and if:
500,000 (i) except that any such Borrowing may be in the aggregate principal amount of such requested Loans (Swing Line Advancesthe Unused Commitments) and shall be made from the several Banks ratably in proportion to such their respective Commitments. Within the foregoing limits, the Borrower and of all other Loans outstanding to all Borrowers which were made pursuant may borrow under this Section, repay or, to the operation of extent permitted by Section 2.10, prepay Loans and reborrow under this SECTION 2.01(B) do not exceed $50,000,000;
(ii) the aggregate principal amount of all Loans outstanding from Swing Line Lender (after giving effect to all amounts requested) does not exceed Swing Line Lender's Commitment Amount;
(iii) the aggregate principal amount of all Loans outstanding to such Borrower (after giving effect to all amounts requested) does not exceed the Maximum Amount for such Borrower; and
(iv) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) does not exceed the aggregate Commitment Amounts, then Swing Line Lender (subject to all of the terms and conditions of this Agreement) shall make all of such Loans (each, a "SWING LINE ADVANCE," and collectively, the "SWING LINE ADVANCES"). Each Borrower promises to pay Section at any Swing Line Advance made to it in full (together with any accrued and unpaid interest thereon) on the earliest of (A) 10 days after the date such Swing Line Advance was made, (B) the date of the next Loan made to such Borrower by Lenders pursuant to SECTION 2.01(A), and (C) time before the Termination Date. If:.
Appears in 1 contract
Commitments to Lend. (a) Subject to the terms and conditions set forth in this AgreementAgreement and so long as no Default or Event of Default under this Agreement has occurred and is continuing, each Lender severally agrees to lend to each Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect to such Lender), and such Borrower may borrow, repay, and reborrow from time to time during the Revolving Credit Period, upon notice by each Bank severally agrees to make such loans to Borrower (individually, a "Revolving Credit Loan" and collectively, the "Revolving Credit Loans") as Borrower may from time to Operations Agent given in accordance with SECTION time request pursuant to Section 2.02, such . Each Revolving Credit Loan under this Section 2.01 which is a Prime Loan shall be for an aggregate principal amount of at least $200,000.00 or any larger multiple of $50,000.00. Each Revolving Credit Loan under this Section 2.01 which is a LIBOR Loan shall be for an aggregate principal amount of at least $2,000,000.00 or any larger multiple of $500,000.00. The aggregate principal amount of Revolving Credit Loans as are requested by such Borrower up which each Bank shall be required to a maximum aggregate amount have outstanding to such Borrower and all other Borrowers (after giving effect to all amounts requested) under this Agreement at any one time equal to shall not exceed the lesser of (a) such LenderBank's Commitment Amount, provided that at such time or (b) such Bank's Pro Rata Share of the lesser of (i) the sum of (A) the total Commitments of all of the Banks at such time minus (B) the aggregate principal amount of all Letter of Credit Loans outstanding (after giving effect to all amounts requested) to any Borrower shall not exceed at any time the Maximum Amount for such Borrower at such time and minus (C) the aggregate undrawn face amount of all Letters of Credit outstanding at such time or (ii) the sum of (A) the Borrowing Base at such time minus (B) the aggregate principal amount of all Letter of Credit Loans outstanding to all Borrowers at such time minus (after giving effect to all amounts requestedC) shall not exceed at any time the aggregate Commitment Amountsundrawn face amount of all standby Letters of Credit outstanding at such time. Each Borrowing Revolving Credit Loan under this SECTION 2.01(A) Section 2.01 shall be in an aggregate principal amount of not less than $100,000 or a larger whole multiple of $10,000 and shall, subject to SECTION 2.01(C), be made from the several Lenders pro rata Banks ratably in accordance with each Lender's Commitment Percentageproportion to their respective Pro Rata Shares. Each Within the foregoing limits, Borrower may borrow under this Section 2.01, prepay under Section 2.08 and reborrow at any time during the Revolving Credit Period under this Section 2.01. The failure of any Bank to make any Revolving Credit Loan required under this Agreement shall mature and become due and payable not release any other Bank from its obligation to make Revolving Credit Loans as provided in SECTION 2.05herein.
(b) Notwithstanding the provisions of SECTION 2.01(A) and subject Borrower shall deliver to the terms Agent and each of this Agreementthe Banks on March 24, each Borrower 1998 (other than a Borrower that is an Affiliate Advised Borrower with respect to Swing Line Lenderthe month ended February 28, 1998) may request Loans and on the last day of each month commencing in the month of April, 1998, a borrowing base certificate in the form of Exhibit A attached hereto and incorporated herein by reference (Swing Line Advancesa "Borrowing Base Certificate") in an aggregate principal amount of not less than $50,000 or a larger integral multiple of $10,000, and ifsetting forth:
(i) the aggregate principal amount Borrowing Base and its components as of such requested Loans (Swing Line Advances) to such Borrower and the end of all other Loans outstanding to all Borrowers which were made pursuant to the operation of this SECTION 2.01(B) do not exceed $50,000,000immediately preceding month;
(ii) the aggregate principal amount of all Revolving Credit Loans outstanding from Swing Line Lender (after giving effect to all amounts requested) does not exceed Swing Line Lender's Commitment Amountas of the end of the immediately preceding month;
(iii) the aggregate principal amount of all Letter of Credit Loans outstanding to such Borrower (after giving effect to all amounts requested) does not exceed as of the Maximum Amount for such Borrower; andend of the immediately preceding month;
(iv) the aggregate principal undrawn face amount of all Loans standby Letters of Credit outstanding as of the end of the immediately preceding month; and
(v) the difference, if any, between the Borrowing Base and the Total Outstandings as of the end of the immediately preceding month. The Borrowing Base shown in such Borrowing Base Certificate shall be and remain the Borrowing Base hereunder until the next Borrowing Base Certificate is delivered to all Borrowers (after giving effect to all amounts requested) does not exceed the aggregate Commitment AmountsAgent and each of the Banks, then Swing Line Lender at which time the Borrowing Base shall be the amount shown in such subsequent Borrowing Base Certificate. Each Borrowing Base Certificate shall be certified (subject to normal year-end adjustments) as to truth and accuracy by the chief financial officer or treasurer of Borrower.
(c) If the Borrowing Base as of any date is less than the Total Outstandings as of such date, Borrower shall be automatically required (without demand or notice of any kind by the Agent or any of the Banks, all of which are hereby expressly waived by Borrower) to immediately repay the Revolving Credit Loans and/or the Letter of Credit Loans and/or surrender for cancellation the outstanding standby Letters of Credit, in either case in an amount sufficient to reduce the amount of the Total Outstandings to the amount of the Borrowing Base.
(d) If the total Commitments of all of the terms and conditions Banks as of this Agreement) any date should be less than the sum of the Total Outstandings as of such date plus the aggregate undrawn face amount of all commercial Letters of Credit outstanding as of such date, whether as a result of Borrower's election to decrease the amount of the Commitments of the Banks pursuant to Section 2.07 or otherwise, Borrower shall make be automatically required (without demand or notice of any kind by the Agent or any of the Banks, all of such which are hereby expressly waived by Borrower) to immediately repay the Revolving Credit Loans (eachand/or the Letter of Credit Loans and/or surrender for cancellation the outstanding Letters of Credit, a "SWING LINE ADVANCE," and collectively, in either case in an amount sufficient to reduce the "SWING LINE ADVANCES"). Each Borrower promises to pay any Swing Line Advance made to it in full (together with any accrued and unpaid interest thereon) on the earliest of (A) 10 days after the date such Swing Line Advance was made, (B) the date sum of the next Loan made Total Outstandings plus the aggregate undrawn face amount of all commercial Letters of Credit to such Borrower by Lenders pursuant an amount equal to SECTION 2.01(A), and (C) or less than the Termination Date. If:total Commitments of all of the Banks.
Appears in 1 contract
Commitments to Lend. (a) Subject to During the Revolving Credit Period each Bank severally agrees, on the terms and conditions set forth in this Agreement, each Lender severally agrees to lend make loans to each the Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect pursuant to such Lender), and such Borrower may borrow, repay, and reborrow this Section from time to time during the Revolving Credit Period, upon notice by in amounts such Borrower to Operations Agent given in accordance with SECTION 2.02, such Revolving Credit Loans as are requested by such Borrower up to a maximum aggregate amount outstanding to such Borrower and all other Borrowers (after giving effect to all amounts requested) at any one time equal to such Lender's Commitment Amount, provided that (i) the aggregate principal amount of all Committed Loans by such Bank at any one time outstanding (after giving effect to all amounts requested) to any Borrower shall not exceed at any time the Maximum Amount for such Borrower at such time and (ii) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) shall not exceed at any time the aggregate Commitment Amountsits Commitment. Each Borrowing under this SECTION 2.01(A) Section shall be in an aggregate principal amount of not less than $100,000 15,000,000 or a any larger whole multiple of $10,000 1,000,000 (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.02(b)) and shall, subject to SECTION 2.01(C), shall be made from the several Lenders pro rata Banks ratably in accordance with each Lender's Commitment Percentageproportion to their respective Commitments. Each Within the foregoing limits, the Borrower may borrow under this Section, repay, or to the extent permitted by Section 2.11, prepay Loans and reborrow at any time during the Revolving Credit Loan shall mature and become due and payable as provided in SECTION 2.05Period under this Section 2.01.
(b) Notwithstanding The Termination Date may be extended in the provisions manner set forth in this subsection (b) for a period of SECTION 2.01(A) and subject 364 days from the Termination Date then in effect. If the Borrower wishes to request an extension of the Termination Date, it shall give written notice to that effect to the terms of this Agreement, each Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect to Swing Line Lender) may request Loans (Swing Line Advances) in an aggregate principal amount of Administrative Agent not less than $50,000 or a larger integral multiple 40 nor more than 55 days prior to the Termination Date then in effect, whereupon the Administrative Agent shall promptly notify each of $10,000, and if:
(i) the aggregate principal amount Banks of such requested Loans (Swing Line Advances) request. Each Bank will use its best efforts to respond to such request, whether 22 affirmatively or negatively, as it may elect in its sole discretion, within 20 days of such notice to the Administrative Agent. If less than all Banks respond affirmatively to such request within such 20 days, then the Borrower and of all other Loans outstanding may request the Banks that do not elect to all Borrowers which were made extend the Termination Date to assign their Commitments in their entirety, no later than 5 days prior to the Termination Date then in effect, to one or more Assignees pursuant to the operation of this SECTION 2.01(B) do not exceed $50,000,000;
(ii) the aggregate principal amount of all Loans outstanding from Swing Line Lender (after giving effect Section 9.06 which Assignees will agree to all amounts requested) does not exceed Swing Line Lender's Commitment Amount;
(iii) the aggregate principal amount of all Loans outstanding to such Borrower (after giving effect to all amounts requested) does not exceed the Maximum Amount for such Borrower; and
(iv) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) does not exceed the aggregate Commitment Amounts, then Swing Line Lender (subject to all of the terms and conditions of this Agreement) shall make all of such Loans (each, a "SWING LINE ADVANCE," and collectively, the "SWING LINE ADVANCES"). Each Borrower promises to pay any Swing Line Advance made to it in full (together with any accrued and unpaid interest thereon) on the earliest of (A) 10 days after the date such Swing Line Advance was made, (B) the date of the next Loan made to such Borrower by Lenders pursuant to SECTION 2.01(A), and (C) extend the Termination Date. If:If all Banks (including such Assignees and excluding their respective transferor Banks) respond affirmatively, then, subject to receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit I hereto duly completed and signed by all of the parties thereto, the Termination Date shall be extended to the date specified above.
Appears in 1 contract
Commitments to Lend. (a) Subject to During the Revolving Credit Period each Bank severally agrees, on the terms and conditions set forth in this Agreement, each Lender severally agrees to lend to each the Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect pursuant to such Lender), and such Borrower may borrow, repay, and reborrow this Section from time to time during amounts such that the Revolving Credit Period, upon notice aggregate Dollar Amount of Committed Loans by such Borrower to Operations Agent given in accordance with SECTION 2.02, such Revolving Credit Loans as are requested by such Borrower up to a maximum aggregate amount outstanding to such Borrower and all other Borrowers (after giving effect to all amounts requested) Bank at any one time equal to such Lender's Commitment Amount, provided that (i) the aggregate principal amount of all Loans outstanding (after giving effect to all amounts requested) to any Borrower shall not exceed at any time the Maximum Amount for such Borrower at such time and (ii) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) shall not exceed at any time the aggregate Commitment Amountsits Commitment. Each Borrowing under this SECTION 2.01(A) Section shall be in an aggregate principal amount of not less than $100,000 10,000,000 or a any larger whole multiple of $10,000 1,000,000, or in the case of a Borrowing to be denominated in an Alternative Currency, an Approved Borrowing Amount with respect to such Alternative Currency (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.01(b)) and shall, subject to SECTION 2.01(C), shall be made from the several Lenders pro rata Banks ratably in accordance with each Lender's Commitment Percentageproportion to their respective Commitments. Each Revolving Credit Loan shall mature Within the foregoing limits, the Borrower may borrow under this Section, repay, or to the extent permitted by Section 2.11, prepay Loans and become due and payable as provided in SECTION 2.05reborrow at any time on or prior to the Termination Date under this Section.
(b) Notwithstanding The Termination Date may be extended, in the provisions manner set forth in this subsection (b), on October 18, 1997 and on each anniversary of SECTION 2.01(A) and subject to the terms of this Agreement, each Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect to Swing Line Lender) may request Loans (Swing Line Advances) in an aggregate principal amount of such date which falls not less than $50,000 one year prior to the Termination Date as theretofore extended (an "Extension Date"), for a period of one year after the date on which the Termination Date would otherwise have expired. If the Borrower wishes to request an extension of the Termination Date on any Extension Date, it shall give written notice to that effect to the Documentation Agent not less than 45 nor more than 90 days prior to such Extension Date, whereupon the Documentation Agent shall notify each of the Banks of such notice. Each Bank will respond to such request, whether affirmatively or negatively, within 30 days. If a larger integral multiple Bank or Banks respond negatively or fail to timely respond to such request, but such non-extending Bank(s) have Commitment(s) totalling less
than 33 1 3% of $10,000the aggregate amount of the Commitments, and if:
the Borrower shall, for a period of 60 days following the Extension Date, have the right, with the assistance of the Documentation Agent, to seek a mutually satisfactory substitute financial institution or financial institutions (which may be one or more of the Banks) to assume the Commitment(s) of such non-extending Bank(s). Not later than the third Domestic Business Day prior to the end of such 60-day period, the Borrower shall, by notice to the Banks through the Documentation Agent, either (i) terminate, effective on the third Domestic Business Day after the giving of such notice, the Commitment(s) of such non-extending Bank(s), whereupon the aggregate principal amount of such requested Loans (Swing Line AdvancesCommitment(s) to shall be assumed by a substitute financial institution or financial institutions within such Borrower and of all other Loans outstanding to all Borrowers which were made pursuant to the operation of this SECTION 2.01(B) do not exceed $50,000,000;
60-day period or (ii) the aggregate principal amount withdraw its request for an extension of all Loans outstanding from Swing Line Lender (after giving effect to all amounts requested) does not exceed Swing Line Lender's Commitment Amount;
(iii) the aggregate principal amount of all Loans outstanding to such Borrower (after giving effect to all amounts requested) does not exceed the Maximum Amount for such Borrower; and
(iv) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) does not exceed the aggregate Commitment Amounts, then Swing Line Lender (subject to all of the terms and conditions of this Agreement) shall make all of such Loans (each, a "SWING LINE ADVANCE," and collectively, the "SWING LINE ADVANCES"). Each Borrower promises to pay any Swing Line Advance made to it in full (together with any accrued and unpaid interest thereon) on the earliest of (A) 10 days after the date such Swing Line Advance was made, (B) the date of the next Loan made to such Borrower by Lenders pursuant to SECTION 2.01(A), and (C) the Termination Date. If:The failure of the Borrower to timely take the actions contemplated by clause (i) of the preceding sentence shall be deemed a withdrawal of its request for an extension as contemplated by clause (ii) whether or not notice to such effect is given. So long as Banks having Commitment(s) totalling not less than 66 2/3% of the aggregate amount of the Commitment(s) shall have responded affirmatively to such a request, and such request is not withdrawn in accordance with the preceding sentence, then, subject to receipt by the Documentation Agent of counterparts of an Extension Agreement in substantially the form of Exhibit H duly completed and signed by all of the parties hereto, the Termination Date shall be extended, effective on such Extension Date, for a period of one year to the date stated in such Extension Agreement. The Documentation Agent shall give the Administrative Agent notice of any extension of the Termination Date under this subsection (b).
Appears in 1 contract
Commitments to Lend. (a) Subject to Each Bank severally agrees, on the terms and conditions set forth in this Agreement, each Lender severally agrees to lend make loans to each Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect the Company pursuant to such Lender), and such Borrower may borrow, repay, and reborrow this Section from time to time during the Revolving Credit Period; provided that, upon notice by immediately after each such Borrower to Operations Agent given in accordance with SECTION 2.02, such Revolving Credit Loans as are requested by such Borrower up to a maximum aggregate amount outstanding to such Borrower and all other Borrowers (after giving effect to all amounts requested) at any one time equal to such Lender's Commitment Amount, provided that (i) the aggregate principal amount of all Loans outstanding (after giving effect to all amounts requested) to any Borrower shall not exceed at any time the Maximum Amount for such Borrower at such time and (ii) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) shall not exceed at any time the aggregate Commitment Amounts. Each Borrowing under this SECTION 2.01(A) shall be in an aggregate principal amount of not less than $100,000 or a larger whole multiple of $10,000 and shall, subject to SECTION 2.01(C), be made from the several Lenders pro rata in accordance with each Lender's Commitment Percentage. Each Revolving Credit Loan shall mature and become due and payable as provided in SECTION 2.05.
(b) Notwithstanding the provisions of SECTION 2.01(A) and subject to the terms of this Agreement, each Borrower (other than a Borrower that loan is an Affiliate Advised Borrower with respect to Swing Line Lender) may request Loans (Swing Line Advances) in an aggregate principal amount of not less than $50,000 or a larger integral multiple of $10,000, and ifmade:
(i) the aggregate outstanding principal amount of such requested Bank's Revolving Loans (Swing Line Advances) to such Borrower and of all other Loans outstanding to all Borrowers which were made pursuant to the operation of this SECTION 2.01(B) do shall not exceed $50,000,000;its Revolving Credit Commitment; and
(ii) the aggregate outstanding principal amount of all Revolving Loans outstanding from Swing Line Lender (after giving effect to all amounts requested) does not exceed Swing Line Lender's Commitment Amount;
(iii) the aggregate principal amount of all and Money Market Loans outstanding to such Borrower (after giving effect to all amounts requested) does not exceed the Maximum Amount for such Borrower; and
(iv) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) does shall not exceed the aggregate Commitment Amounts, then Swing Line Lender (subject to all amount of the terms Revolving Credit Commitments. Each Borrowing under this Section shall be in an aggregate amount of (x) in the case of a Base Rate Borrowing, $500,000 or any larger multiple thereof or (y) in the case of a Fixed Rate Borrowing, $5,000,000 or any larger multiple of $1,000,000 (except that any Borrowing under this Section may be in the aggregate amount then available within the limitations in the foregoing proviso) and conditions shall be made from the several Banks ratably in proportion to their respective Revolving Credit Commitments. Within the foregoing limits, the Company may borrow under this Section, prepay Revolving Loans to the extent permitted by this Agreement and reborrow at any time during the Revolving Credit Period under this Section.
(b) On the Effective Date, the Company shall deliver to the Administrative Agent a notice specifying a Group of this Agreement) shall make all of such Euro-Dollar Loans (each, a "SWING LINE ADVANCE," and collectively, or portion thereof) in the "SWING LINE ADVANCES"). Each Borrower promises aggregate outstanding principal amount of $100,000,000 to pay any Swing Line Advance made to it in full (together with any accrued and unpaid interest thereon) be classified as Term Loans on the earliest Effective Date. If only a portion of a Group of Euro-Dollar Loans is so specified, such portion shall be allocated ratably among the Loans comprising such Group. All outstanding Committed Loans (Aor portions thereof) 10 days after not so classified as Term Loans shall be classified as Revolving Credit Loans on the date such Swing Line Advance was made, (B) the date of the next Loan made to such Borrower by Lenders Effective Date. Loans classified as Term Loans pursuant to SECTION 2.01(A), this subsection may be prepaid to the extent permitted by this Agreement but are not revolving in nature and (C) the Termination Date. If:once repaid may not be reborrowed.
Appears in 1 contract
Commitments to Lend. (a) Subject to Each Bank severally agrees, on the terms and conditions set forth in this Agreement, each Lender severally agrees (a) to lend make Committed Loans to each the Borrower (other than a or to any Qualified Borrower that is an Affiliate Advised and participate in Letters of Credit issued by any Fronting Bank on behalf of the Borrower with respect or the Qualified Borrowers pursuant to such Lender), and such Borrower may borrow, repay, and reborrow this Article from time to time during the Revolving Credit Period, upon notice by term hereof in amounts such Borrower to Operations Agent given in accordance with SECTION 2.02, such Revolving Credit Loans as are requested by such Borrower up to a maximum aggregate amount outstanding to such Borrower and all other Borrowers (after giving effect to all amounts requested) at any one time equal to such Lender's Commitment Amount, provided that (i) the aggregate principal amount of all Committed Loans made by such Bank plus such Bank’s Pro Rata Share of Swingline Loans at any one time outstanding (after giving effect to all amounts requested) to any Borrower together with such Bank’s Pro Rata Share of the Letter of Credit Usage shall not exceed at the Dollar Equivalent Amount of its Commitment, and (b) in furtherance and clarification of the foregoing, as to Banks with an Alternate Currency Commitment only, to participate in Alternate Currency Letters of Credit issued by any time Fronting Bank on behalf of the Maximum Amount for Borrower or the Qualified Borrowers pursuant to this Article and to make Euro-Dollar Loans to the Borrower or to any Qualified Borrower denominated in any Alternate Currency (provided (i) such Borrower at Alternate Currency is readily available to such time Banks and is freely transferable and convertible to Dollars, and (ii) Bloomberg (or any successor thereto) reports a London Interbank Offered Rate for such Alternate Currency relating to the applicable Interest Period), in an aggregate principal amount of all Loans outstanding Dollar Equivalent Amount not to all Borrowers (after giving effect to all amounts requested) shall not exceed at any time the aggregate Commitment Amountssuch Bank’s Alternate Currency Commitment. Each Borrowing outstanding under this SECTION 2.01(A) Section 2.1 shall be in an aggregate principal amount the Dollar Equivalent Amount of not less than which is $100,000 3,000,000, or a larger whole an integral multiple of $10,000 and shall, subject to SECTION 2.01(C100,000 in excess thereof (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.2(c), or in any amount required to reimburse the Fronting Bank for any drawing under any Letter of Credit or to repay the Swingline Lenders the amount of any Swingline Loan) and, other than with respect to Money Market Loans and Swingline Loans, shall be made from the several Lenders pro rata Banks ratably in accordance with each Lender's Commitment Percentageproportion to their respective Commitments. Each Revolving Credit Loan In no event shall mature and become due and payable as provided in SECTION 2.05.
(b) Notwithstanding the provisions of SECTION 2.01(A) and subject to the terms of this Agreement, each Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect to Swing Line Lender) may request Loans (Swing Line Advances) in an aggregate principal amount of not less than $50,000 or a larger integral multiple of $10,000, and if:
(i) the aggregate principal Dollar Equivalent Amount of Loans outstanding at any time, plus outstanding Dollar Equivalent Amount of the Letter of Credit Usage, exceed $2,000,000,000 (or, if the Borrower exercises its option to increase the aggregate amount of such requested Loans (Swing Line Advances) to such Borrower and of all other Loans outstanding to all Borrowers which were made the Dollar Commitments pursuant to Section 2.1(b), the operation aggregate amount of this SECTION 2.01(B) do not exceed $50,000,000;
the Commitments as so increased), or (ii) the aggregate principal amount Dollar Equivalent Amount of all Loans denominated in an Alternate Currency plus the outstanding from Swing Line Lender (after giving effect to all amounts requested) does not exceed Swing Line Lender's Commitment Amount;
(iii) aggregate Dollar Equivalent Amount of the aggregate principal amount Letter of all Loans outstanding to such Borrower (after giving effect to all amounts requested) does not Credit Usage for Alternate Currency Letters of Credit exceed the Maximum Amount for such Borrower; and
(iv) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) does not exceed the aggregate Commitment Amounts, then Swing Line Lender (subject to all of the terms and conditions Alternate Currency Sublimit. Notwithstanding any other provision of this Agreement) Agreement to the contrary, each Borrowing and Letter of Credit denominated in Dollars shall make all of such Loans (each, a "SWING LINE ADVANCE," and collectively, be deemed to use the "SWING LINE ADVANCES"). Each Borrower promises Dollar Commitments to pay any Swing Line Advance made to it in full (together with any accrued and unpaid interest thereon) on the earliest of (A) 10 days after extent the date such Swing Line Advance was made, (B) the date of the next Loan made to such Borrower by Lenders pursuant to SECTION 2.01(A)Dollar Sublimit would not be exceeded thereby, and (C) to use the Termination DateAlternate Currency Commitments if such Alternate Currency Commitments are available in the event that the Dollar Commitments would be so exceeded. If:Subject to the limitations set forth herein, any amounts repaid may be reborrowed.
Appears in 1 contract
Samples: Revolving Credit Agreement (Erp Operating LTD Partnership)
Commitments to Lend. (a) Subject to Revolving Credit Loans. During its Revolving Credit Period, each Bank severally agrees, on the terms and conditions set forth in this Agreement, each Lender severally agrees to lend make loans to each Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect pursuant to such Lender), and such Borrower may borrow, repay, and reborrow this subsection from time to time during the Revolving Credit Periodtime; provided that, upon notice by immediately after each such Borrower to Operations Agent given in accordance with SECTION 2.02loan is made, such Revolving Credit Loans as are requested by such Borrower up to a maximum aggregate amount outstanding to such Borrower and all other Borrowers (after giving effect to all amounts requested) at any one time equal to such Lender's Commitment Amount, provided that (i) the aggregate outstanding principal amount of all such Bank’s Loans outstanding (after giving effect to all amounts requested) to any Borrower Borrowers plus the aggregate amount of such Bank’s Letter of Credit Liabilities shall not exceed at any time the Maximum Amount for such Borrower at such time its Commitment and (ii) the aggregate outstanding principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) any Borrower plus the aggregate amount of Letter of Credit Liabilities for the account of such Borrower shall not exceed at any time the aggregate Commitment AmountsMaximum Availability of such Borrower. Each Borrowing under this SECTION 2.01(A) subsection shall be in an aggregate principal amount of not less than $100,000 10,000,000 or a any larger whole multiple of $10,000 1,000,000 (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.02(b)) and shall, subject to SECTION 2.01(C), shall be made from the several Lenders pro rata Banks ratably in accordance with each Lender's Commitment Percentage. Each Revolving Credit Loan shall mature and become due and payable as provided proportion to their respective Commitments in SECTION 2.05.
(b) Notwithstanding the provisions of SECTION 2.01(A) and subject to the terms of this Agreement, each Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect to Swing Line Lender) may request Loans (Swing Line Advances) in an aggregate principal amount of not less than $50,000 or a larger integral multiple of $10,000, and if:
(i) the aggregate principal amount of such requested Loans (Swing Line Advances) to such Borrower and of all other Loans outstanding to all Borrowers which were made pursuant to the operation of this SECTION 2.01(B) do not exceed $50,000,000;
(ii) the aggregate principal amount of all Loans outstanding from Swing Line Lender (after giving effect to all amounts requested) does not exceed Swing Line Lender's Commitment Amount;
(iii) the aggregate principal amount of all Loans outstanding to such Borrower (after giving effect to all amounts requested) does not exceed the Maximum Amount for such Borrower; and
(iv) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) does not exceed the aggregate Commitment Amounts, then Swing Line Lender (subject to all of the terms and conditions of this Agreement) shall make all of such Loans (each, a "SWING LINE ADVANCE," and collectively, the "SWING LINE ADVANCES"). Each Borrower promises to pay any Swing Line Advance made to it in full (together with any accrued and unpaid interest thereon) on the earliest of (A) 10 days after the date such Swing Line Advance was made, (B) the date of Borrowing; provided that, if the next Loan made Interest Period selected by the Borrower for a Borrowing would otherwise end after the Commitment Termination Dates of some but not all Banks, the Borrower may in its Notice of Borrowing elect not to borrow from those Banks whose Commitment Termination Dates fall prior to the end of such Borrower by Lenders pursuant to SECTION 2.01(AInterest Period. Within the foregoing limits, the Borrowers may borrow under this subsection (a), or to the extent permitted by Section 2.11, prepay Loans and reborrow at any time during the Revolving Credit Periods under this subsection (C) the Termination Date. If:a).
Appears in 1 contract
Commitments to Lend. (a) Subject to During the Revolving Credit Period each Bank severally agrees, on the terms and conditions set forth in this Agreement, each Lender severally agrees to lend make loans to each the Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect pursuant to such Lender), and such Borrower may borrow, repay, and reborrow this Section from time to time during the Revolving Credit Period, upon notice by in amounts such Borrower to Operations Agent given in accordance with SECTION 2.02, such Revolving Credit Loans as are requested by such Borrower up to a maximum aggregate amount outstanding to such Borrower and all other Borrowers (after giving effect to all amounts requested) at any one time equal to such Lender's Commitment Amount, provided that (i) the aggregate principal amount of all Committed Loans by such Bank at any one time outstanding (after giving effect to all amounts requested) to any Borrower shall not exceed at any time the Maximum Amount for such Borrower at such time and (ii) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) shall not exceed at any time the aggregate Commitment Amountsits Commitment. Each Borrowing under this SECTION 2.01(A) Section shall be in an aggregate principal amount of not less than $100,000 15,000,000 or a any larger whole multiple of $10,000 1,000,000 (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.02(b)) and shall, subject to SECTION 2.01(C), shall be made from the several Lenders pro rata Banks ratably in accordance with each Lender's Commitment Percentageproportion to their respective Commitments. Each Within the foregoing limits, the Borrower may borrow under this Section, repay, or to the extent permitted by Section 2.11, prepay Loans and reborrow at any time during the Revolving Credit Loan shall mature and become due and payable as provided in SECTION 2.05Period under this Section 2.01.
(b) Notwithstanding The Termination Date may be extended in the provisions manner set forth in this subsection (b) for a period of SECTION 2.01(A) and subject 364 days from the Termination Date then in effect. If the Borrower wishes to request an extension of the Termination Date, it shall give written notice to that effect to the terms of this Agreement, each Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect to Swing Line Lender) may request Loans (Swing Line Advances) in an aggregate principal amount of Agent not less than $50,000 or a larger integral multiple 40 nor more than 55 days prior to the Termination Date then in effect, whereupon the Agent shall promptly notify each of $10,000, and if:
(i) the aggregate principal amount Banks of such requested Loans (Swing Line Advances) request. Each Bank will use its best efforts to respond to such request, whether affirmatively or negatively, as it may elect in its sole discretion, within 20 days of such notice to the Agent. If less than all Banks respond affirmatively to such request within such 20 days, then the Borrower and of all other Loans outstanding may request the Banks that do not elect to all Borrowers which were made extend the Termination Date to assign their Commitments in their entirety, no later than 5 days prior to the Termination Date then in effect, to one or more Assignees pursuant to the operation of this SECTION 2.01(B) do not exceed $50,000,000;
(ii) the aggregate principal amount of all Loans outstanding from Swing Line Lender (after giving effect Section ? which Assignees will agree to all amounts requested) does not exceed Swing Line Lender's Commitment Amount;
(iii) the aggregate principal amount of all Loans outstanding to such Borrower (after giving effect to all amounts requested) does not exceed the Maximum Amount for such Borrower; and
(iv) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) does not exceed the aggregate Commitment Amounts, then Swing Line Lender (subject to all of the terms and conditions of this Agreement) shall make all of such Loans (each, a "SWING LINE ADVANCE," and collectively, the "SWING LINE ADVANCES"). Each Borrower promises to pay any Swing Line Advance made to it in full (together with any accrued and unpaid interest thereon) on the earliest of (A) 10 days after the date such Swing Line Advance was made, (B) the date of the next Loan made to such Borrower by Lenders pursuant to SECTION 2.01(A), and (C) extend the Termination Date. If:If all Banks (including such Assignees and excluding their respective transferor Banks) respond affirmatively, then, subject to receipt by the Agent of counterparts of an Extension Agreement in substantially the form of Exhibit I hereto duly completed and signed by all of the parties thereto, the Termination Date shall be extended to the date specified above.
Appears in 1 contract
Commitments to Lend. (a) Subject to the terms and conditions set forth in this Agreement, each Lender of the Banks severally agrees to lend to each Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect to such Lender)the Borrower, and such the Borrower may borrow, repay, repay and reborrow from time to time during the Revolving Credit Period, upon notice by such the Borrower to the Operations Agent given in accordance with SECTION 2.02Section 2.02 hereof, such Revolving Credit Loans sums as are requested by such the Borrower up to a maximum aggregate amount outstanding to such Borrower and all other Borrowers (after giving effect to all amounts outstanding and all amounts requested) at any one time equal to such Lender's Bank’s Commitment Amount, provided that the aggregate principal amount of all Loans outstanding (after giving effect to all amounts requested) (i) shall not exceed at any time the lesser or (A) the Borrowing Base Amount and (B) the Aggregate Commitment Amount and (ii) shall not cause the Borrower to have an aggregate amount of Debt outstanding that is in excess of the Maximum Permitted Borrowing, in each case in effect at such time. Each Borrowing under this Section shall be in an aggregate principal amount of not less than $2,000,000 or a larger whole multiple of $500,000 and shall be made from the several Banks pro rata in accordance with each Bank’s Commitment Percentage. Each Loan shall mature and become due and payable as provided in Section 2.05.
(b) Subject to the terms and conditions set forth in this Agreement, State Street agrees to make Loans pursuant to this clause (b) (each, a “Swing Line Advance” and, collectively, the “Swing Line Advances”) to the Borrower in an aggregate principal amount not to exceed $50,000,000 at any time outstanding; provided, that after giving effect to any Swing Line Advance:
(i) the aggregate principal amount of all Loans outstanding from State Street shall not exceed State Street’s Commitment Amount;
(ii) the aggregate principal amount of all Loans outstanding shall not exceed the Borrowing Base Amount or cause the Borrower to have an aggregate amount of Debt outstanding that is in excess of the Maximum Permitted Borrowing; and
(iii) the aggregate principal amount of all Loans outstanding (after giving effect to all amounts requested) to any Borrower shall not exceed at any time the Maximum Amount for such Borrower at such time and (ii) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) shall not exceed at any time the aggregate Aggregate Commitment Amounts. Each Borrowing under this SECTION 2.01(A) Amount, All Swing Line Advances shall be in an aggregate principal amount of not less than $100,000 or a larger whole multiple of $10,000 and shall, subject to SECTION 2.01(C), be made from the several Lenders pro rata in accordance with each Lender's Commitment PercentageOvernight Rate Loans. Each Revolving Credit Loan shall mature and become due and payable as provided in SECTION 2.05.
(b) Notwithstanding the provisions of SECTION 2.01(A) and subject to the terms of this Agreement, each Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect to Swing Line Lender) may request Loans (Swing Line Advances) in an aggregate principal amount of not less than $50,000 or a larger integral multiple of $10,000, and if:
(i) the aggregate principal amount of such requested Loans (Swing Line Advances) to such Borrower and of all other Loans outstanding to all Borrowers which were made pursuant to the operation of this SECTION 2.01(B) do not exceed $50,000,000;
(ii) the aggregate principal amount of all Loans outstanding from Swing Line Lender (after giving effect to all amounts requested) does not exceed Swing Line Lender's Commitment Amount;
(iii) the aggregate principal amount of all Loans outstanding to such Borrower (after giving effect to all amounts requested) does not exceed the Maximum Amount for such Borrower; and
(iv) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) does not exceed the aggregate Commitment Amounts, then Swing Line Lender (subject to all of the terms and conditions of this Agreement) shall make all of such Loans (each, a "SWING LINE ADVANCE," and collectively, the "SWING LINE ADVANCES"). Each The Borrower promises to pay any Swing Line Advance made to it in full (together with any accrued and unpaid interest thereon) ), and such Swing Line Advance shall mature, on the earliest of (A) 10 three (3) days after the date such Swing Line Advance was made, (B) the date of the next Loan made to such Borrower by Lenders the Banks pursuant to SECTION 2.01(A)clause (a) of this Section, and (C) the Termination Date. If:
(w) any Swing Line Advance remains outstanding three (3) days from the date of the advance thereof,
(x) Loans are not requested pursuant to clause (a) of this Section by the Borrower prior to the Termination Date,
(y) any of the events described in clauses (g) or (h) of Section 6.01 occurs or,
(z) State Street so requests at any time in its sole discretion, then, upon notice from State Street (made through the Operations Agent), each Bank (including State Street in its capacity as a Bank) shall fund its pro rata share (based upon such Bank’s Commitment Percentage) of the principal amount of such Swing Line Advance with a Loan, regardless of (1) the satisfaction of any conditions precedent to the borrowing of Loans, (2) the occurrence of any Default or Event of Default or any breach of this Agreement by any Bank, (3) any right of setoff, counterclaim, recoupment, defense or other right which such Bank may have against State Street, (4) any adverse change in the condition (financial or otherwise) of the Borrower, or (5) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
Appears in 1 contract
Commitments to Lend. (a) Subject During the period from and including the Effective Date, to but not including the Termination Date, each Lender severally agrees, on the terms and conditions set forth in this Agreement, each Lender severally agrees to lend to each the Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect pursuant to such Lender), and such Borrower may borrow, repay, and reborrow this Section 2.01 from time to time during the Revolving Credit Period, upon notice by amounts such Borrower to Operations Agent given in accordance with SECTION 2.02, such Revolving Credit Loans as are requested by such Borrower up to a maximum aggregate amount outstanding to such Borrower and all other Borrowers (after giving effect to all amounts requested) at any one time equal to such Lender's Commitment Amount, provided that (i) the aggregate principal amount of all Loans by such Lender at any one time outstanding (after giving effect to all amounts requested) to any Borrower shall not exceed at the amount set forth opposite such Lender's name on Schedule II hereof or, if such Lender has entered into any time Assignment and Acceptance as set forth in the Maximum Amount for recorded Assignment and Acceptance, as such Borrower at amount may be reduced pursuant to Section 2.08 or Section 2.09 or assigned pursuant to Section 10.06 (such time Lender's "Commitment") and (ii) the aggregate principal amount of Loans by all Loans of the Lenders at any one time outstanding to all Borrowers (after giving effect to all amounts requested) shall not exceed at any time the aggregate Commitment Amountsamount of all of their Commitments. Each Borrowing under this SECTION 2.01(A) Section 2.01 shall be in an aggregate principal amount of not less than $100,000 10,000,000 or a any larger whole multiple of $10,000 1,000,000 (except that any such Borrowing may be in the aggregate amount of the unused portion of the Commitments of all of the Lenders) and shall, subject to SECTION 2.01(C), shall be made from the several Lenders pro rata in accordance with each Lender's Commitment Percentagetheir respective Shares. Each Revolving Credit Loan Amounts required to be repaid pursuant to Section 2.09 shall mature not be reborrowed, and become due and payable amounts repaid pursuant to Section 8.02 shall not be reborrowed except as provided therein. Except as otherwise provided in SECTION 2.05.
(b) Notwithstanding the provisions of SECTION 2.01(A) and subject to the terms of this Agreement, each the Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect to Swing Line Lender) may request Loans (Swing Line Advances) in an aggregate principal amount of not less than $50,000 or a larger integral multiple of $10,000borrow under this Section 2.01, and if:
(i) the aggregate principal amount of such requested Loans (Swing Line Advances) to such Borrower and of all other Loans outstanding to all Borrowers which were made pursuant repay, or, to the operation of this SECTION 2.01(B) do extent permitted by Section 2.10, prepay Loans and reborrow at any time prior to but not exceed $50,000,000;
(ii) the aggregate principal amount of all Loans outstanding from Swing Line Lender (after giving effect to all amounts requested) does not exceed Swing Line Lender's Commitment Amount;
(iii) the aggregate principal amount of all Loans outstanding to such Borrower (after giving effect to all amounts requested) does not exceed the Maximum Amount for such Borrower; and
(iv) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) does not exceed the aggregate Commitment Amounts, then Swing Line Lender (subject to all of the terms and conditions of this Agreement) shall make all of such Loans (each, a "SWING LINE ADVANCE," and collectively, the "SWING LINE ADVANCES"). Each Borrower promises to pay any Swing Line Advance made to it in full (together with any accrued and unpaid interest thereon) on the earliest of (A) 10 days after the date such Swing Line Advance was made, (B) the date of the next Loan made to such Borrower by Lenders pursuant to SECTION 2.01(A), and (C) including the Termination Date. If:Date under this Section 2.01.
Appears in 1 contract
Samples: Credit Agreement (Massey Energy Co)
Commitments to Lend. (a) Subject to During the Revolving Credit Period, each Lender severally agrees, on the terms and conditions set forth in this Agreement, each Lender severally agrees to lend make loans to each any Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect pursuant to such Lender), and such Borrower may borrow, repay, and reborrow this Section from time to time; provided that, immediately after each such loan is made:
(i) such Lender’s Outstanding Amount shall not exceed its Commitment; and (
(ii) the Total Outstanding Amount shall not exceed the aggregate amount of the Commitments. Within the foregoing limits, a Borrower may borrow under this Section 2.01(a), prepay Loans to the extent permitted by Section 2.11 and reborrow at any time during the Revolving Credit Period, upon notice by such Borrower to Operations Agent given in accordance with SECTION 2.02, such Revolving Credit Loans as are requested by such Borrower up to a maximum aggregate amount outstanding to such Borrower and all other Borrowers (after giving effect to all amounts requested) at any one time equal to such Lender's Commitment Amount, provided that (i) the aggregate principal amount of all Loans outstanding (after giving effect to all amounts requested) to any Borrower shall not exceed at any time the Maximum Amount for such Borrower at such time and (ii) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) shall not exceed at any time the aggregate Commitment AmountsPeriod under this Section 2.01. Each Borrowing under this SECTION 2.01(A) Section shall be in an aggregate principal amount of not less than $100,000 $ 25,000,000 or a any larger whole multiple of $10,000 1,000,000 (except that (i) any such Borrowing may be in the aggregate amount at the time available under this Section and shall, subject (ii) any Borrowing pursuant to SECTION 2.01(C), Section 2.18(c)(ii) may be in the amount of the related Reimbursement Obligation) and shall be made from the several Lenders pro rata ratably in accordance with each Lender's Commitment Percentage. Each Revolving Credit Loan shall mature and become due and payable as provided in SECTION 2.05proportion to their respective Commitments.
(b) Notwithstanding The Termination Date may be extended on up to two occasions in the provisions manner set forth in this subsection (b) for a period of SECTION 2.01(A) and subject one year from the Termination Date then in effect. If the Company wishes to request an extension of the Termination Date, the Company shall give notice to that effect to the terms of this Agreement, each Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect to Swing Line Lender) may request Loans (Swing Line Advances) in an aggregate principal amount of Administrative Agent not less than $50,000 45 nor more than 90 days prior to the first or a larger integral multiple second anniversary of $10,000the date hereof, and if:
(i) or at both times, whereupon the aggregate principal amount Administrative Agent shall promptly notify each of the Lenders of such requested Loans (Swing Line Advances) request. Each Lender will use its best efforts to respond to such Borrower and request, whether affirmatively or negatively, as it may elect in its sole discretion, within 30 days of all other Loans outstanding such notice to all Borrowers which were made the Administrative Agent. Any Lender not responding to such request within such time period shall be deemed to have responded negatively to such request. The Company may request the Lenders that do not elect to extend the Termination Date to assign their Commitments in their entirety to one or more Assignees pursuant to the operation of this SECTION 2.01(B) do not exceed $50,000,000;
(ii) the aggregate principal amount of all Loans outstanding from Swing Line Lender (after giving effect Section 11.06 which Assignees will agree to all amounts requested) does not exceed Swing Line Lender's Commitment Amount;
(iii) the aggregate principal amount of all Loans outstanding to such Borrower (after giving effect to all amounts requested) does not exceed the Maximum Amount for such Borrower; and
(iv) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) does not exceed the aggregate Commitment Amounts, then Swing Line Lender (subject to all of the terms and conditions of this Agreement) shall make all of such Loans (each, a "SWING LINE ADVANCE," and collectively, the "SWING LINE ADVANCES"). Each Borrower promises to pay any Swing Line Advance made to it in full (together with any accrued and unpaid interest thereon) on the earliest of (A) 10 days after the date such Swing Line Advance was made, (B) the date of the next Loan made to such Borrower by Lenders pursuant to SECTION 2.01(A), and (C) extend the Termination Date. If:If Lenders having more than 50% of the aggregate amount of the Commitments (including such Assignees and excluding their respective transferor Lenders) respond affirmatively, then, subject to receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit H hereto duly completed and signed by the Company, the Administrative Agent and such Lenders, the Termination Date shall be extended to the first anniversary of the Termination Date then in effect with respect to such Lenders (but not with respect to Lenders not so responding affirmatively). Any extension of the Termination Date pursuant to this subsection (b) shall be subject to satisfaction of the conditions set forth in Section 3.02(b) and Section 3.02(c), and any request for an extension by the Company hereunder shall constitute a representation and warranty that such conditions are satisfied at the time of such extension and after giving effect thereto.
Appears in 1 contract
Samples: Credit Agreement (Campbell Soup Co)
Commitments to Lend. (a) Subject to Each Bank severally agrees, on the terms and conditions set forth herein, to make Syndicated Loans in this Agreement, each Lender severally agrees Dollars or Offshore Currencies (as specified in the Notice of Borrowing) to lend to each the Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect to such Lender), and such Borrower may borrow, repay, and reborrow from time to time during before the Revolving Credit PeriodTermination Date; provided that, upon notice by immediately after each such Borrower to Operations Agent given in accordance with SECTION 2.02Syndicated Loan is made, such Revolving Credit Loans as are requested by such Borrower up to a maximum aggregate amount outstanding to such Borrower and all other Borrowers (after giving effect to all amounts requested) at any one time equal to such Lender's Commitment Amount, provided that (i) the Dollar Equivalent Amount of the aggregate principal amount outstanding of all Syndicated Loans by such Bank shall not exceed the amount of its Commitment, (ii) the Dollar Equivalent Amount of the aggregate principal amount of all Syndicated Loans, Money Market Loans and Swing Line Loans outstanding (after giving effect to all amounts requested) to any Borrower shall not exceed at any time the Maximum Amount for such Borrower at such time Total Revolving Credit Commitment, and (iiiii) the Dollar Equivalent Amount of the aggregate principal amount of all Offshore Loans outstanding to all Borrowers (after giving effect to all amounts requested) shall not exceed the Total Alternate Currency Sublimit. In the event that, at any time time, any of the aggregate Commitment Amountslimits set forth in (i), (ii) or (iii) of the immediately preceding sentence are exceeded, the Borrower agrees to immediately make such payments and prepayments as shall be necessary to comply with each such provision. Each Syndicated Borrowing under this SECTION 2.01(A) Section 2.01 shall be in the Dollar Equivalent Amount of an aggregate principal amount of not less than (i) in the case of Base Rate Loans, $100,000 1,000,000 or a any larger whole multiple of $10,000 500,000, and shall(ii) in the case of Euro_Dollar Loans and Offshore Loans, subject to SECTION 2.01(C$5,000,000 (or the Dollar Equivalent Amount thereof in any Offshore Currency) or any larger multiple of $500,000 (or the Dollar Equivalent Amount thereof in any Offshore Currency), except that any such Syndicated Borrowing, whether a Base Rate Borrowing, a Euro_Dollar Borrowing or an Offshore Borrowing, may be in the Dollar Equivalent Amount of the aggregate principal amount of the Unused Commitments. Each Syndicated Borrowing under this Section 2.01 shall be made from the several Lenders pro rata Banks ratably in accordance with each Lenderproportion to their respective Commitments. Any Bank's Commitment PercentageMoney Market Loans shall not reduce such Bank's Commitment, or be included in calculating its Unused Commitment, for purposes of future Borrowings under this Section 2.01. Each Revolving Credit Loan shall mature and become due and payable as provided in SECTION 2.05.
(b) Notwithstanding Within the provisions of SECTION 2.01(A) and subject foregoing limits, the Borrower may borrow under this Section 2.01, repay or, to the terms of extent permitted by Section 2.10, prepay Syndicated Loans and reborrow under this Agreement, each Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect to Swing Line Lender) may request Loans (Swing Line Advances) in an aggregate principal amount of not less than $50,000 or a larger integral multiple of $10,000, and if:
(i) the aggregate principal amount of such requested Loans (Swing Line Advances) to such Borrower and of all other Loans outstanding to all Borrowers which were made pursuant to the operation of this SECTION 2.01(B) do not exceed $50,000,000;
(ii) the aggregate principal amount of all Loans outstanding from Swing Line Lender (after giving effect to all amounts requested) does not exceed Swing Line Lender's Commitment Amount;
(iii) the aggregate principal amount of all Loans outstanding to such Borrower (after giving effect to all amounts requested) does not exceed the Maximum Amount for such Borrower; and
(iv) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) does not exceed the aggregate Commitment Amounts, then Swing Line Lender (subject to all of the terms and conditions of this Agreement) shall make all of such Loans (each, a "SWING LINE ADVANCE," and collectively, the "SWING LINE ADVANCES"). Each Borrower promises to pay Section 2.01 at any Swing Line Advance made to it in full (together with any accrued and unpaid interest thereon) on the earliest of (A) 10 days after the date such Swing Line Advance was made, (B) the date of the next Loan made to such Borrower by Lenders pursuant to SECTION 2.01(A), and (C) time before the Termination Date. If:.
Appears in 1 contract
Samples: Credit Agreement (Home Depot Inc)
Commitments to Lend. (a) Subject to Each Bank severally agrees, on the terms and conditions set forth in this Agreement, each Lender severally agrees to lend make the Loans to each the Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect pursuant to such Lender), and such Borrower may borrow, repay, and reborrow this Agreement from time to time during the Revolving Credit Period, upon notice by such Borrower to Operations Agent given in accordance with SECTION 2.02, such Revolving Credit Loans as are requested by such Borrower up to a maximum aggregate amount outstanding and including the ninetieth (90th) day prior to the expiration of the Term in amounts such Borrower and all other Borrowers (after giving effect to all amounts requested) at any one time equal to such Lender's Commitment Amount, provided that (i) the aggregate principal amount of all the Loans by such Bank at any one time outstanding (after giving effect to all amounts requested) to any Borrower shall not exceed at any time the amount of its Commitment. The aggregate amount of the Loans to be made hereunder shall not exceed the lesser of (i) the Maximum Loan Amount for such Borrower at such time and or (ii) the aggregate principal amount of all Loans outstanding Availability. Subject to all Borrowers (after giving effect to all amounts requested) shall not exceed at any time the aggregate Commitment Amounts. Each limitations set forth herein, each Borrowing under this SECTION 2.01(ASection 2.1(a) shall be in an aggregate principal amount of not less than at least Five Hundred Thousand Dollars ($100,000 or a larger whole multiple of $10,000 and shall, subject to SECTION 2.01(C500,000), and shall be made from the several Lenders pro rata Banks ratably in accordance with each Lender's Commitment Percentageproportion to their respective Commitments. Each Revolving Credit Loan Subject to the limitations set forth herein, including Section 2.2, any amounts repaid may be reborrowed. Notwithstanding anything to the contrary, the number of Base Rate Borrowings shall mature be limited to three (3) such Borrowings per month and become due the number of LIBOR Borrowings shall be limited to one (1) such Borrowing per month subject to Section 2.15 and payable as provided in SECTION 2.05this Section 2.1, provided, that there shall be no more than five (5) Borrowings of all types of Loans outstanding at any time under this Agreement.
(b) Notwithstanding anything in the provisions of SECTION 2.01(Apreceding subparagraph (a) and subject to the terms contrary, the Maximum Loan Amount shall in no event exceed (and no Bank shall be deemed to have committed to fund its pro rata share of this Agreement, each Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect to Swing Line Lenderamount which exceeds) may request Loans (Swing Line Advances) an amount which would result in an aggregate principal amount the violation of not less than $50,000 or a larger integral multiple any provision of $10,000, and if:Article IX.
(ic) the aggregate principal amount of such requested Loans (Swing Line Advances) to such Borrower and of all other Loans The outstanding to all Borrowers which were made pursuant to the operation of this SECTION 2.01(B) do not exceed $50,000,000;
(ii) the aggregate principal amount of all Loans outstanding from Swing Line Lender (after giving effect to all amounts requested) does not exceed Swing Line Lender's Commitment Amount;
(iii) the aggregate principal amount of all Loans outstanding to such Borrower (after giving effect to all amounts requested) does not exceed the Maximum Amount for such Borrower; and
(iv) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) does not exceed the aggregate Commitment Amounts, then Swing Line Lender (subject to all balance of the terms and conditions of this Agreement) Loans shall make all of such Loans (each, a "SWING LINE ADVANCE," and collectively, the "SWING LINE ADVANCES"). Each Borrower promises to pay any Swing Line Advance made to it be payable in full (together with any accrued and unpaid interest thereon) on the earliest of (A) 10 days after the date such Swing Line Advance was made, (B) the date of the next Loan made to such Borrower by Lenders pursuant to SECTION 2.01(A), and (C) the Termination Maturity Date. If:.
Appears in 1 contract
Commitments to Lend. (a) Subject to Each Lender severally agrees, on the terms and conditions set forth in this Agreement, each Lender severally agrees to lend make Revolving Loans to each the Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect pursuant to such Lender), and such Borrower may borrow, repay, and reborrow this Section 2.01 from time to time during the Availability Period in amounts such that its Revolving Credit PeriodOutstandings shall not exceed its Revolving Commitment; provided, upon notice by such Borrower to Operations Agent given in accordance with SECTION 2.02that, such Revolving Credit Loans as are requested by such Borrower up to a maximum aggregate amount outstanding to such Borrower and all other Borrowers (immediately after giving effect to all amounts requested) at any one time equal to each such Lender's Commitment AmountRevolving Loan, provided that (i) the aggregate principal amount of all outstanding Revolving Loans outstanding (after giving effect to all amounts requested) to any Borrower shall not exceed at any time the Maximum Amount for such Borrower at such time and (ii) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) shall not exceed at any time the aggregate Commitment AmountsRevolving Commitments less the sum of all outstanding Letter of Credit Liabilities. Each Revolving Borrowing under this SECTION 2.01(A(other than Mandatory Letter of Credit Borrowings) shall be in an aggregate principal amount of not less than $100,000 10,000,000 or a any larger whole multiple of $10,000 1,000,000 (except that any such Borrowing may be in the aggregate amount of the unused Revolving Commitments) and shall, subject to SECTION 2.01(C), shall be made from the several Lenders pro rata ratably in accordance with each Lender's Commitment Percentageproportion to their respective Revolving Commitments. Each Within the foregoing limits, the Borrower may borrow under this Section 2.01, repay, or, to the extent permitted by Section 2.10, prepay, Revolving Credit Loan shall mature Loans and become due reborrow under this Section 2.01; provided, further, that for purposes of the immediately preceding proviso and payable as provided in SECTION 2.05.
(b) Notwithstanding the all other provisions of SECTION 2.01(Athis Agreement and each other Loan Document, at any time there is a Defaulting Lender, (a) and subject the aggregate Revolving Commitments shall be deemed to be reduced by an amount equal to the terms remainder (such amount, the “Specified Amount”) of this Agreement, each Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect to Swing Line Lender) may request Loans (Swing Line Advances) in an aggregate principal amount of not less than $50,000 or a larger integral multiple of $10,000, and if:
(i) such Defaulting Lender’s Revolving Commitment minus (ii) the aggregate principal amount of such requested Defaulting Lender’s Revolving Outstandings in respect of Revolving Loans and (Swing Line Advancesb) such Defaulting Lender’s Revolving Commitment shall be deemed to such Borrower and of all other Loans outstanding to all Borrowers which were made pursuant be reduced by an amount equal to the operation of this SECTION 2.01(B) do not exceed $50,000,000;
(ii) the aggregate principal amount of all Loans outstanding from Swing Line Lender (after giving effect to all amounts requested) does not exceed Swing Line Lender's Commitment Specified Amount;
(iii) the aggregate principal amount of all Loans outstanding to such Borrower (after giving effect to all amounts requested) does not exceed the Maximum Amount for such Borrower; and
(iv) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) does not exceed the aggregate Commitment Amounts, then Swing Line Lender (subject to all of the terms and conditions of this Agreement) shall make all of such Loans (each, a "SWING LINE ADVANCE," and collectively, the "SWING LINE ADVANCES"). Each Borrower promises to pay any Swing Line Advance made to it in full (together with any accrued and unpaid interest thereon) on the earliest of (A) 10 days after the date such Swing Line Advance was made, (B) the date of the next Loan made to such Borrower by Lenders pursuant to SECTION 2.01(A), and (C) the Termination Date. If:.
Appears in 1 contract
Commitments to Lend. (a) Subject to During the Availability Period, each Bank severally agrees, on the terms and conditions set forth in this Agreement, each Lender severally agrees to lend make loans in Dollars to each any Borrower (other than a or any Additional Borrower that is an Affiliate Advised Borrower with respect pursuant to such Lender), and such Borrower may borrow, repay, and reborrow this Section from time to time during in amounts such that the Dollar Equivalent of the Revolving Credit Period, upon notice Exposure by such Borrower to Operations Agent given in accordance with SECTION 2.02, such Revolving Credit Loans as are requested by such Borrower up to a maximum aggregate amount outstanding to such Borrower and all other Borrowers (after giving effect to all amounts requested) Bank at any one time equal to such Lender's Commitment Amount, provided that (i) the aggregate principal amount of all Loans outstanding (after giving effect to all amounts requested) to any Borrower shall not exceed at any time the Maximum Amount for such Borrower at such time and (ii) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) shall not exceed at any time the aggregate Commitment Amountsits Commitment. Each Borrowing under this SECTION 2.01(A) Section shall be in an aggregate principal amount of not less than $100,000 10,000,000 or a any larger whole multiple of $10,000 1,000,000 (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.2(b)) and shall, subject to SECTION 2.01(C), shall be made from the several Lenders pro rata Banks ratably in accordance with each Lender's Commitment Percentageproportion to their respective Available Commitments. Each Revolving Credit Loan shall mature Within the foregoing limits, any Borrower or any Additional Borrower may borrow under this Section, repay, or to the extent permitted by Section 2.11, prepay Loans and become due and payable as provided in SECTION 2.05reborrow at any time during the Availability Period under this Section.
(b) Notwithstanding During the provisions of SECTION 2.01(A) and subject to Availability Period, each Bank severally agrees, on the terms of and conditions set forth in this Agreement, each to make loans in a Foreign Currency (“Euro Loans”) to any Borrower or any Additional Borrower pursuant to this Section from time to time in amounts such that (other than a Borrower that is an Affiliate Advised Borrower with respect to Swing Line Lenderi) may request the Dollar Equivalent of the aggregate principal amount of Committed Loans by such Bank at any one time outstanding shall not exceed the amount of its Commitment and (Swing Line Advancesii) the Dollar Equivalent of the Revolving Exposure by such Bank at any one time outstanding shall not exceed the amount of its Commitment. All Euro Loans shall be Euro-Currency Loans. Each Borrowing under this Section shall be in an aggregate principal amount of not less than the Foreign Currency Equivalent of $50,000 10,000,000 or a any larger integral multiple of the Foreign Currency Equivalent of $10,000, and if:
1,000,000 (i) except that any such Borrowing may be in the aggregate principal amount of such requested available in accordance with Section 3.2(b)) and shall be made from the several Banks ratably in proportion to their respective Available Commitments. Within the foregoing limits, any Borrower or any Additional Borrower may borrow under this Section, repay, or to the extent permitted by Section 2.11, prepay Loans (Swing Line Advances) to such Borrower and of reborrow at any time during the Availability Period under this Section. It is expressly understood and agreed among the parties hereto that any and all other Loans outstanding to all Borrowers which were Euro Loan Borrowings made pursuant to the operation of this SECTION 2.01(BSection 2.1(b) do not exceed $50,000,000;
(ii) the aggregate principal amount of all Loans outstanding from Swing Line Lender (after giving effect to all amounts requested) does not exceed Swing Line Lender's Commitment Amount;
(iii) the aggregate principal amount of all Loans outstanding to such Borrower (after giving effect to all amounts requested) does not exceed the Maximum Amount for such Borrower; and
(iv) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) does not exceed the aggregate Commitment Amounts, then Swing Line Lender (subject to all hereof shall constitute utilizations of the terms Banks’ Commitments hereunder and conditions of this Agreement) shall make all of such Loans (each, a "SWING LINE ADVANCE," and collectively, reduce the "SWING LINE ADVANCES"). Each Borrower promises to pay any Swing Line Advance made to it in full (together with any accrued and unpaid interest thereon) on the earliest of (A) 10 days after the date such Swing Line Advance was made, (B) the date Available Commitment of the next Loan made to such Borrower by Lenders pursuant to SECTION 2.01(A), and (C) the Termination Date. If:Banks accordingly.
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Commitments to Lend. (a) Subject to Each Bank severally agrees, on ------------------- the terms and conditions set forth in this Agreementherein, each Lender severally agrees to lend make Tranche A Loans to each the Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect to such Lender), and such Borrower may borrow, repay, and reborrow from time to time during before the Revolving Credit PeriodTranche A Termination Date; provided, upon notice by -------- that, immediately after each such Borrower to Operations Agent given in accordance with SECTION 2.02Loan is made, such Revolving Credit Loans as are requested by such Borrower up to a maximum aggregate amount outstanding to such Borrower and all other Borrowers (after giving effect to all amounts requested) at any one time equal to such Lender's Commitment Amount, provided that (i) the aggregate principal amount ---- of all Tranche A Loans outstanding (after giving effect to all amounts requested) to any Borrower by such Bank shall not exceed at any time the Maximum Amount for such Borrower at such time and (ii) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) shall not exceed at any time the aggregate Commitment Amountsits Tranche A Commitment. Each Base Rate Borrowing under this SECTION 2.01(A) Section shall be in an aggregate principal amount of not less than $100,000 or a any larger whole multiple amount (except that any such Borrowing may be in the aggregate amount of $10,000 the Unused Tranche A Commitments) and shall, subject to SECTION 2.01(C), shall be made from the several Lenders pro rata Banks ratably in accordance with each Lender's Commitment Percentageproportion to their respective Tranche A Commitments. Each Revolving Credit Loan Euro-Dollar Borrowing under this Section shall mature and become due and payable as provided in SECTION 2.05.
(b) Notwithstanding the provisions of SECTION 2.01(A) and subject to the terms of this Agreement, each Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect to Swing Line Lender) may request Loans (Swing Line Advances) be in an aggregate principal amount of not less than $50,000 500,000 or a any larger integral multiple of $10,000100,000 and shall be made from the several Banks ratably in proportion to their respective Tranche A Commitments. Within the foregoing limits, the Borrower may borrow under this Section, repay, reborrow, and if:to the extent permitted by Section 2.09, prepay Loans, under this Section at any time before the Tranche A Termination Date. As of the date of this Agreement, the Tranche A Loans are due and owing in accordance with the terms hereof without counterclaim, offset or other defense.
(ib) Each Bank severally agrees, on the terms and conditions set forth herein, to make Tranche B Loans to the Borrower from time to time before the Tranche B Termination Date; provided, that, immediately after each such Loan is -------- ---- made, the aggregate principal amount of Tranche B Loans by such requested Loans Bank shall not exceed the amount of its Tranche B Commitment. Each Base Rate Borrowing under this Section shall be in an aggregate principal amount of $100,000 or any larger amount (Swing Line Advancesexcept that any such Borrowing may be in the aggregate amount of the Unused Tranche B Commitment) and shall be made from the several Banks ratably in proportion to such their respective Tranche B Commitments. Each Euro-Dollar Borrowing under this Section shall be in an aggregate principal amount of $500,000 or any larger multiple of $100,000 and shall be made from the several Banks ratably in proportion to their respective Tranche B Commitments. Within the foregoing limits, the Borrower may borrow under this Section, repay, reborrow, and of all other Loans outstanding to all Borrowers which were made pursuant to the operation extent permitted by Section 2.09, prepay Loans, under this Section at any time before the Tranche B Termination Date. As of the date of this SECTION 2.01(B) do not exceed $50,000,000;Agreement, the Tranche B Loans are due and owing in accordance with the terms hereof without counterclaim, offset or other defense.
(iic) Notwithstanding the aggregate foregoing Sections 2.01(a) and (b), in no event shall the principal amount of all Loans made by any Bank outstanding from Swing Line Lender (after giving effect to all amounts requested) does not at any one time exceed Swing Line Lenderthe total amount of such Bank's Commitment Amount;
(iii) the aggregate principal amount of all Loans outstanding to minus such Borrower (after giving effect to all amounts requested) does not exceed the Maximum Amount for such Borrower; and
(iv) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) does not exceed the aggregate Commitment Amounts, then Swing Line Lender (subject to all Bank's ----- pro rata share of the terms and conditions Letter of this Agreement) shall make all of such Loans Credit Obligations (each, a "SWING LINE ADVANCE," and collectively, the "SWING LINE ADVANCES"whether as Issuer or participant). Each Borrower promises to pay any Swing Line Advance made to it in full (together with any accrued and unpaid interest thereon) on the earliest of (A) 10 days after the date such Swing Line Advance was made, (B) the date of the next Loan made to such Borrower by Lenders pursuant to SECTION 2.01(A), and (C) the Termination Date. If:.
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Commitments to Lend. (a) Subject to Each Bank severally agrees, on the terms and conditions set forth in this Agreement, each Lender severally agrees to lend make loans to each the Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect to such Lender), and such Borrower may borrow, repay, and reborrow from time to time during the Revolving Credit Period; provided that, upon notice by immediately after each such Borrower to Operations Agent given in accordance with SECTION 2.02loan is made, such Revolving Credit Loans as are requested by such Borrower up to a maximum aggregate amount outstanding to such Borrower and all other Borrowers (after giving effect to all amounts requested) at any one time equal to such LenderBank's Commitment Amount, provided that (i) the aggregate principal amount of all Loans outstanding (after giving effect to all amounts requested) to any Borrower Outstanding Committed Amount shall not exceed at any time the Maximum Amount for such Borrower at such time its Commitment and (ii) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) Outstanding Committed Amounts shall not exceed at any time the aggregate Commitment AmountsCommitments. Each The initial Borrowing under this SECTION 2.01(A) Section shall be in an aggregate principal amount of not less than $100,000 5,000,000, and each subsequent Borrowing shall be in an amount of $1,000,000 or a any larger whole integral multiple of $10,000 1,000,000 (except that any Borrowing may be in the aggregate amount of the unused Commitments) and shall, subject to SECTION 2.01(C), shall be made from the several Lenders pro rata Banks ratably in accordance with each Lender's Commitment Percentageproportion to their respective Commitments. Each Within the foregoing limits, the Borrower may borrow under this Section, prepay Loans to the extent permitted by Section 2.09 and reborrow at any time during the Revolving Credit Loan shall mature and become due and payable as provided in SECTION 2.05Period under this Section.
(b) Notwithstanding On any Domestic Business Day during the provisions Revolving Credit Period, if no Default shall have occurred and be continuing at such time, the Borrower may, with the consent of SECTION 2.01(A) and subject the Required Banks, increase the aggregate amount of the Commitments by agreeing with each existing Bank that each such Bank shall make available its pro rata share of the amount by which the Commitments are to be increased or, to the terms extent that any existing Bank declines to so increase its Commitment, either by designating a Person not theretofore a Bank and acceptable to the Agent to become a Bank or by agreeing with an existing Bank that such Bank's Commitment shall be further increased. Upon execution and delivery by the Borrower and such Bank or other Person of this Agreementan instrument of assumption in form and amount satisfactory to the Agent, each Borrower (such existing Bank shall have a Commitment as therein set forth or such other than Person shall become a Borrower Bank with a Commitment as therein set forth and all the rights and obligations of a Bank with such a Commitment hereunder; provided that is an Affiliate Advised Borrower with respect to Swing Line Lender) may request Loans (Swing Line Advances) in an aggregate principal amount of not less than $50,000 or a larger integral multiple of $10,000, and if:
(i) the aggregate principal amount Borrower shall provide prompt notice of such requested Loans (Swing Line Advances) to such Borrower and of all other Loans outstanding to all Borrowers which were made pursuant increase to the operation of this SECTION 2.01(B) do not exceed $50,000,000;
Agent, which shall promptly notify the other Banks and (ii) the aggregate principal amount of all each such increase shall be at least $5,000,000 and shall not exceed $25,000,000. Upon an increase in the aggregate amount of the Commitments pursuant to this subsection (b), within five Domestic Business Days in the case of each Base Rate Borrowing outstanding, and at the end of the then current Interest Period with respect thereto in the case of each Euro-Dollar Borrowing then outstanding, the Borrower shall prepay or repay such Borrowing in its entirety, and, to the extent the Borrower elects to do so and subject to the conditions specified in Article 3, the Borrower shall reborrow Loans outstanding from Swing Line Lender (the Banks in proportion to their respective Commitments after giving effect to such increase, until such time as all amounts requested) does not exceed Swing Line Lender's Commitment Amount;
(iii) outstanding Loans are held by the aggregate principal amount of all Loans outstanding to Banks in such Borrower (after giving effect to all amounts requested) does not exceed the Maximum Amount for such Borrower; and
(iv) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) does not exceed the aggregate Commitment Amounts, then Swing Line Lender (subject to all of the terms and conditions of this Agreement) shall make all of such Loans (each, a "SWING LINE ADVANCE," and collectively, the "SWING LINE ADVANCES"). Each Borrower promises to pay any Swing Line Advance made to it in full (together with any accrued and unpaid interest thereon) on the earliest of (A) 10 days after the date such Swing Line Advance was made, (B) the date of the next Loan made to such Borrower by Lenders pursuant to SECTION 2.01(A), and (C) the Termination Date. If:proportion.
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Commitments to Lend. (a) Subject to ii.During the Availability Period, each Bank severally agrees, on the terms and conditions set forth in this Agreement, each Lender severally agrees to lend make loans in Dollars to each the Borrower (other than a or any Additional Borrower that is an Affiliate Advised Borrower with respect pursuant to such Lender), and such Borrower may borrow, repay, and reborrow this Section from time to time during in amounts such that the Dollar Equivalent of the Revolving Credit Period, upon notice Exposure by such Borrower to Operations Agent given in accordance with SECTION 2.02, such Revolving Credit Loans as are requested by such Borrower up to a maximum aggregate amount outstanding to such Borrower and all other Borrowers (after giving effect to all amounts requested) Bank at any one time equal to such Lender's Commitment Amount, provided that (i) the aggregate principal amount of all Loans outstanding (after giving effect to all amounts requested) to any Borrower shall not exceed at any time the Maximum Amount for such Borrower at such time and (ii) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) shall not exceed at any time the aggregate Commitment Amountsits Commitment. Each Borrowing under this SECTION 2.01(A) Section shall be in an aggregate principal amount of not less than $100,000 10,000,000 or a any larger whole multiple of $10,000 1,000,000 (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.2(b)) and shall, subject to SECTION 2.01(C), shall be made from the several Lenders pro rata Banks ratably in accordance with each Lender's Commitment Percentageproportion to their respective Available Commitments. Each Revolving Credit Loan shall mature Within the foregoing limits, the Borrower or any Additional Borrower may borrow under this Section, repay, or to the extent permitted by Section 2.11, prepay Loans and become due and payable as provided in SECTION 2.05reborrow at any time during the Availability Period under this Section.
(ba) Notwithstanding During the provisions of SECTION 2.01(A) and subject to Availability Period, each Bank severally agrees, on the terms of and conditions set forth in this Agreement, each to make loans in English pounds sterling or euros (“Euro Loans”) to the Borrower or any Additional Borrower pursuant to this Section from time to time in amounts such that (other than a Borrower that is an Affiliate Advised Borrower with respect to Swing Line Lenderi) may request the Dollar Equivalent of the aggregate principal amount of Committed Loans by such Bank at any one time outstanding shall not exceed the amount of its Commitment and (Swing Line Advancesii) the Dollar Equivalent of the Revolving Exposure by such Bank at any one time outstanding shall not exceed the amount of its Commitment. All Euro Loans shall be Euro-Currency Loans. Each Borrowing under this Section shall be in an aggregate principal amount of not less than the Foreign Currency Equivalent of $50,000 10,000,000 or a any larger integral multiple of the Foreign Currency Equivalent of $10,000, and if:
1,000,000 (i) except that any such Borrowing may be in the aggregate principal amount of such requested available in accordance with Section 3.2(b)) and shall be made from the several Banks ratably in proportion to their respective Available Commitments. Within the foregoing limits, the Borrower or any Additional Borrower may borrow under this Section, repay, or to the extent permitted by Section 2.11, prepay Loans (Swing Line Advances) to such Borrower and of reborrow at any time during the Availability Period under this Section. It is expressly understood and agreed among the parties hereto that any and all other Loans outstanding to all Borrowers which were Euro Loan Borrowings made pursuant to the operation of this SECTION 2.01(BSection 2.1(b) do not exceed $50,000,000;
(ii) the aggregate principal amount of all Loans outstanding from Swing Line Lender (after giving effect to all amounts requested) does not exceed Swing Line Lender's Commitment Amount;
(iii) the aggregate principal amount of all Loans outstanding to such Borrower (after giving effect to all amounts requested) does not exceed the Maximum Amount for such Borrower; and
(iv) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) does not exceed the aggregate Commitment Amounts, then Swing Line Lender (subject to all hereof shall constitute utilizations of the terms Banks’ Commitments hereunder and conditions of this Agreement) shall make all of such Loans (each, a "SWING LINE ADVANCE," and collectively, reduce the "SWING LINE ADVANCES"). Each Borrower promises to pay any Swing Line Advance made to it in full (together with any accrued and unpaid interest thereon) on the earliest of (A) 10 days after the date such Swing Line Advance was made, (B) the date Available Commitment of the next Loan made to such Borrower by Lenders pursuant to SECTION 2.01(A), and (C) the Termination Date. If:Banks accordingly.
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Commitments to Lend. (a) Subject to Each Bank severally agrees, on the terms and conditions set forth in this Agreementherein, each Lender severally agrees to lend make Revolving Credit Loans to each the Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect to such Lender), and such Borrower may borrow, repay, and reborrow from time to time during before the Revolving Credit PeriodMaturity Date; provided that, upon notice by such Borrower to Operations Agent given in accordance with SECTION 2.02, immediately after each such Revolving Credit Loan is made, the aggregate outstanding principal amount of Revolving Credit Loans as are requested by such Borrower up to a maximum aggregate amount outstanding to such Borrower and all other Borrowers Bank (after giving effect to all amounts requested) at any one time equal to such together with, in the case of the Swing Line Lender's Commitment Amount, provided that (i) the aggregate principal amount of all Loans outstanding (after giving effect to all amounts requestedSwing Line Loans) to any Borrower plus its pro rata share of the Letter of Credit Obligations shall not exceed at any time the Maximum Amount for such Borrower at such time and (ii) amount of its Revolving Credit Commitment, provided further that the aggregate principal amount of all Revolving Credit Loans, together with the aggregate principal amount of all Swing Line Loans and the Letter of Credit Obligations, at any one time outstanding to all Borrowers (after giving effect to all amounts requested) shall not exceed the aggregate amount of the Revolving Credit Commitments of all of the Banks at such time, provided further that, subject to the foregoing limitations, from and after the Closing Date and continuing until such date, if any, as of which the Required Banks, in their sole discretion, shall have agreed in writing that the limitation contained in this proviso shall no longer be effective (at which time the limitation in the immediately foregoing proviso shall control), the aggregate principal amount of all Revolving Credit Loans, together with the aggregate principal amount of all Swing Line Loans and the Letter of Credit Obligations, at any one time outstanding shall not exceed the aggregate Commitment AmountsRevolving Credit Availability. Each Revolving Credit Borrowing that is a Euro-Dollar Borrowing under this SECTION 2.01(A) Section shall be in an aggregate principal amount of not less than $100,000 2,500,000 or a any larger whole multiple of $10,000 500,000 and shall, subject to SECTION 2.01(C), be made from the several Lenders pro rata in accordance with each Lender's Commitment Percentage. Each Revolving Credit Loan shall mature and become due and payable as provided in SECTION 2.05.
(b) Notwithstanding the provisions of SECTION 2.01(A) and subject to the terms of this Agreement, each Borrower (other than a Borrower Borrowing that is an Affiliate Advised Borrower with respect to Swing Line Lender) may request Loans (Swing Line Advances) a Base Rate Borrowing under this Section shall be in an aggregate principal amount of not less than $50,000 1,000,000 or a any larger integral multiple of $10,000, and if:
500,000 (i) except that any such Revolving Credit Borrowing may be in the aggregate principal amount of such requested Loans (Swing Line Advancesthe Total Unused Revolving Credit Commitments) and shall be made from the several Banks ratably in proportion to such their respective Revolving Credit Commitments. Within the foregoing limits, the Borrower and of all other Loans outstanding to all Borrowers which were made pursuant may borrow under this Section 2.01, repay or, to the operation of extent permitted by Section 2.09, prepay Revolving Credit Loans and reborrow under this SECTION 2.01(B) do not exceed $50,000,000;
(ii) Section 2.01 at any time before the aggregate principal amount of all Loans outstanding from Swing Line Lender (after giving effect to all amounts requested) does not exceed Swing Line Lender's Commitment Amount;
(iii) the aggregate principal amount of all Loans outstanding to such Borrower (after giving effect to all amounts requested) does not exceed the Maximum Amount for such Borrower; and
(iv) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) does not exceed the aggregate Commitment Amounts, then Swing Line Lender (subject to all of the terms and conditions of this Agreement) shall make all of such Loans (each, a "SWING LINE ADVANCE," and collectively, the "SWING LINE ADVANCES"). Each Borrower promises to pay any Swing Line Advance made to it in full (together with any accrued and unpaid interest thereon) on the earliest of (A) 10 days after the date such Swing Line Advance was made, (B) the date of the next Loan made to such Borrower by Lenders pursuant to SECTION 2.01(A), and (C) the Termination Revolving Credit Maturity Date. If:.
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Commitments to Lend. (a) Subject to the terms and conditions set forth in this AgreementAgreement and so long as no Default or Event of Default under this Agreement has occurred and is continuing, each Lender severally agrees to lend to each Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect to such Lender), and such Borrower may borrow, repay, and reborrow from time to time during the Revolving Credit Period, upon notice by each Bank severally agrees to make such loans to Borrower (individually, a "Revolving Credit Loan" and collectively, the "Revolving Credit Loans") as Borrower may from time to Operations Agent given in accordance with SECTION time request pursuant to Section 2.02, such . Each Revolving Credit Loan under this Section 2.01 which is a Prime Loan shall be for an aggregate principal amount of at least $200,000.00 or any larger multiple of $50,000.00. Each Revolving Credit Loan under this Section 2.01 which is a LIBOR Loan shall be for an aggregate principal amount of at least $2,000,000.00 or any larger multiple of $500,000.00. The aggregate principal amount of Revolving Credit Loans as are requested by such Borrower up which each Bank shall be required to a maximum aggregate amount have outstanding to such Borrower and all other Borrowers (after giving effect to all amounts requested) hereunder at any one time equal to shall not exceed the lesser of (a) such LenderBank's Commitment Amount, provided that or (b) such Bank's Pro Rata Share of the sum of (i) the aggregate principal amount total Commitments of all Loans outstanding (after giving effect to all amounts requested) to any Borrower shall not exceed at any time of the Maximum Amount for such Borrower at such time and Banks, minus (ii) the aggregate principal amount of all outstanding Letter of Credit Loans outstanding to all Borrowers minus (after giving effect to all amounts requestediii) shall not exceed at any time the aggregate Commitment Amountsundrawn face amount of all outstanding Letters of Credit. Each Borrowing Revolving Credit Loan under this SECTION 2.01(A) Section 2.01 shall be in an aggregate principal amount of not less than $100,000 or a larger whole multiple of $10,000 and shall, subject to SECTION 2.01(C), be made from the several Lenders pro rata Banks ratably in accordance with each Lender's Commitment Percentageproportion to their respective Pro Rata Shares. Each Within the foregoing limits, Borrower may borrow under this Section 2.01, prepay under Section 2.08 and reborrow at any time during the Revolving Credit Period under this Section 2.01. The failure of any Bank to make any Revolving Credit Loan required under this Agreement shall mature and become due and payable not release any other Bank from its obligation to make Revolving Credit Loans as provided in SECTION 2.05herein.
(b) Notwithstanding the provisions of SECTION 2.01(A) and subject to the terms of this Agreement, each Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect to Swing Line Lender) may request Loans (Swing Line Advances) in an aggregate principal amount of not less than $50,000 or a larger integral multiple of $10,000, and if:
(i) the aggregate principal amount of such requested Loans (Swing Line Advances) to such Borrower and of all other Loans outstanding to all Borrowers which were made pursuant to the operation of this SECTION 2.01(B) do not exceed $50,000,000;
(ii) the aggregate principal amount of all Loans outstanding from Swing Line Lender (after giving effect to all amounts requested) does not exceed Swing Line Lender's Commitment Amount;
(iii) the aggregate principal amount of all Loans outstanding to such Borrower (after giving effect to all amounts requested) does not exceed the Maximum Amount for such Borrower; and
(iv) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) does not exceed the aggregate Commitment Amounts, then Swing Line Lender (subject to all of the terms and conditions of this Agreement) shall make all of such Loans (each, a "SWING LINE ADVANCE," and collectively, the "SWING LINE ADVANCES"). Each Borrower promises to pay any Swing Line Advance made to it in full (together with any accrued and unpaid interest thereon) on the earliest of (A) 10 days after the date such Swing Line Advance was made, (B) the date of the next Loan made to such Borrower by Lenders pursuant to SECTION 2.01(A), and (C) the Termination Date. If:
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Commitments to Lend. (a) Subject During the period from and including the Effective Date, to but not including the Termination Date, each Lender severally agrees, on the terms and conditions set forth in this Agreement, each Lender severally agrees to lend to each the Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect pursuant to such Lender), and such Borrower may borrow, repay, and reborrow this Section 2.01 from time to time during the Revolving Credit Period, upon notice by amounts such Borrower to Operations Agent given in accordance with SECTION 2.02, such Revolving Credit Loans as are requested by such Borrower up to a maximum aggregate amount outstanding to such Borrower and all other Borrowers (after giving effect to all amounts requested) at any one time equal to such Lender's Commitment Amount, provided that (i) the aggregate principal amount of all Loans by such Lender at any one time outstanding (after giving effect to all amounts requested) to any Borrower shall not exceed at the amount set forth opposite such Lender's name on Schedule II hereof or, if such Lender has entered into any time Assignment and Acceptance as set forth in the Maximum Amount for recorded Assignment and Acceptance, as such Borrower at amount may be reduced pursuant to Section 2.09 or Section 2.10 or increased pursuant to Section 2.15 or assigned pursuant to Section 10.06 (such time and (ii) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) shall not exceed at any time the aggregate Commitment AmountsLender's "Commitment"). Each Borrowing under this SECTION 2.01(A) Section 2.01 shall be in an aggregate principal amount of not less than $100,000 10,000,000 or a any larger whole multiple of $10,000 1,000,000 (except that any such Borrowing may be in the aggregate amount of the unused portion of the Commitments of all of the Lenders) and shall, subject to SECTION 2.01(C), shall be made from the several Lenders pro rata ratably in accordance with proportion to their respective Commitments (other than Competitive Bid Loans). Amounts required to be repaid pursuant to Section 2.10 shall not be reborrowed, and amounts repaid pursuant to Section 8.02 shall not be reborrowed except as provided therein. Except as otherwise provided in this Agreement, the Borrower may borrow under this Section 2.01, repay, or, to the extent permitted by Section 2.11, prepay Loans and reborrow (other than Competitive Bid Loans) at any time prior to but not including the Termination Date under this Section 2.
01. Within the limits of each Lender's Commitment Percentage. Each Revolving Credit Loan Commitment, the aggregate amount of the Commitments of the Lenders shall mature and become due and payable as provided in SECTION 2.05.
(b) Notwithstanding the provisions of SECTION 2.01(A) and subject be deemed used from time to time to the terms extent of this Agreement, each Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect to Swing Line Lender) may request Loans (Swing Line Advances) in an the aggregate principal amount of not less than $50,000 or a larger integral multiple of $10,000the Competitive Bid Loans then outstanding, and if:
which deemed usage shall be allocated among the Lenders according to their respective Shares (i) the aggregate principal amount of such requested Loans (Swing Line Advances) to such Borrower and of all other Loans outstanding to all Borrowers which were made pursuant to the operation of this SECTION 2.01(B) do not exceed $50,000,000;
(ii) the aggregate principal amount of all Loans outstanding from Swing Line Lender (after giving effect to all amounts requested) does not exceed Swing Line Lender's Commitment Amount;
(iii) the aggregate principal amount of all Loans outstanding to such Borrower (after giving effect to all amounts requested) does not exceed the Maximum Amount for such Borrower; and
(iv) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) does not exceed the aggregate Commitment Amounts, then Swing Line Lender (subject to all of the terms and conditions of this Agreement) shall make all of such Loans (each, deemed usage being a "SWING LINE ADVANCE," and collectively, the "SWING LINE ADVANCESCompetitive Bid Loan Reduction"). Each Borrower promises to pay any Swing Line Advance made to it in full (together with any accrued and unpaid interest thereon) on the earliest of (A) 10 days after the date such Swing Line Advance was made, (B) the date of the next Loan made to such Borrower by Lenders pursuant to SECTION 2.01(A), and (C) the Termination Date. If:.
Appears in 1 contract
Samples: Credit Agreement (Massey Energy Co)
Commitments to Lend. (a) Subject to During the Revolving Credit Period each Bank severally agrees, on the terms and conditions set forth in this Agreement, each Lender severally agrees to lend make loans to each the Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect pursuant to such Lender), and such Borrower may borrow, repay, and reborrow this Section from time to time during the Revolving Credit Period, upon notice by in amounts such Borrower to Operations Agent given in accordance with SECTION 2.02, such Revolving Credit Loans as are requested by such Borrower up to a maximum aggregate amount outstanding to such Borrower and all other Borrowers (after giving effect to all amounts requested) at any one time equal to such Lender's Commitment Amount, provided that (i) the aggregate principal amount of all Committed Loans by such Bank at any one time outstanding (after giving effect to all amounts requested) to any Borrower shall not exceed at any time the Maximum Amount for such Borrower at such time and (ii) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) shall not exceed at any time the aggregate Commitment Amountsits Commitment. Each Borrowing under this SECTION 2.01(A) Section shall be in an aggregate principal amount of not less than $100,000 15,000,000 or a any larger whole multiple of $10,000 1,000,000 (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.02(b)) and shall, subject to SECTION 2.01(C), shall be made from the several Lenders pro rata Banks ratably in accordance with each Lender's Commitment Percentageproportion to their respective Commitments. Each Within the foregoing limits, the Borrower may borrow under this Section, repay, or to the extent permitted by Section 2.11, prepay Loans and reborrow at any time during the Revolving Credit Loan shall mature and become due and payable as provided in SECTION 2.05Period under this Section 2.01.
(b) Notwithstanding The Termination Date may be extended in the provisions manner set forth in this subsection (b) for a period of SECTION 2.01(A) and subject 364 days from the Termination Date then in effect. If the Borrower wishes to request an extension of the Termination Date, it shall give written notice to that effect to the terms of this Agreement, each Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect to Swing Line Lender) may request Loans (Swing Line Advances) in an aggregate principal amount of Administrative Agent not less than $50,000 or a larger integral multiple 40 nor more than 55 days prior to the Termination Date then in effect, whereupon the Administrative Agent shall promptly notify each of $10,000, and if:
(i) the aggregate principal amount Banks of such requested Loans (Swing Line Advances) request. Each Bank will use its best efforts to respond to such request, whether affirmatively or negatively, as it may elect in its sole discretion, within 20 days of such notice to the Administrative Agent. If less than all Banks respond affirmatively to such request within such 20 days, then the Borrower and of all other Loans outstanding may request the Banks that do not elect to all Borrowers which were made extend the Termination Date to assign their Commitments in their entirety, no later than 5 days prior to the Termination Date then in effect, to one or more Assignees pursuant to the operation of this SECTION 2.01(B) do not exceed $50,000,000;
(ii) the aggregate principal amount of all Loans outstanding from Swing Line Lender (after giving effect Section 9.06 which Assignees will agree to all amounts requested) does not exceed Swing Line Lender's Commitment Amount;
(iii) the aggregate principal amount of all Loans outstanding to such Borrower (after giving effect to all amounts requested) does not exceed the Maximum Amount for such Borrower; and
(iv) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) does not exceed the aggregate Commitment Amounts, then Swing Line Lender (subject to all of the terms and conditions of this Agreement) shall make all of such Loans (each, a "SWING LINE ADVANCE," and collectively, the "SWING LINE ADVANCES"). Each Borrower promises to pay any Swing Line Advance made to it in full (together with any accrued and unpaid interest thereon) on the earliest of (A) 10 days after the date such Swing Line Advance was made, (B) the date of the next Loan made to such Borrower by Lenders pursuant to SECTION 2.01(A), and (C) extend the Termination Date. If:If all Banks (including such Assignees and excluding their respective transferor Banks) respond affirmatively, then, subject to receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit I hereto duly completed and signed by all of the parties thereto, the Termination Date shall be extended to the date specified above.
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Commitments to Lend. (a) Subject to During the Revolving Credit Period each Bank which has a Revolving Commitment severally agrees, on the terms and conditions set forth in this Agreement, each Lender severally agrees to lend to each the Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect to such Lender), and such Borrower may borrow, repay, and reborrow from time to time during revolving credit loans (each a "Revolving Loan" and collectively, the "Revolving Credit Period, upon notice by such Borrower Loans") not to Operations Agent given exceed in accordance with SECTION 2.02, such Revolving Credit Loans as are requested by such Borrower up to a maximum the aggregate amount outstanding to such Borrower and all other Borrowers (after giving effect to all amounts requested) at any one time equal outstanding, when added to such Lender's Commitment Amount, provided that (i) such Bank's Revolving Commitment Percentage of the aggregate principal amount of all Loans then outstanding (after giving effect to all amounts requested) to any Borrower shall not exceed at any time the Maximum Amount for such Borrower at such time L/C Obligations and (ii) an amount equal to such Bank's Revolving Commitment Percentage multiplied by the aggregate principal amount of all the Money Market Loans outstanding to of all Borrowers (after giving effect to all amounts requested) shall not exceed at any time the aggregate Commitment AmountsBanks then outstanding, the amount of its Revolving Commitment. Each Borrowing under this SECTION 2.01(Aparagraph shall (i) shall be in an aggregate principal amount of not less than $100,000 5,000,000 or a any larger whole multiple of $10,000 1,000,000 (except that a CIBC Alternate Base Rate Borrowing may be in the aggregate amount of the then unused Revolving Commitments) and shall, subject to SECTION 2.01(C), be (ii) consist of Revolving Loans of the same Type made from on the same day by the several Lenders pro rata Banks ratably in accordance with each Lender's Commitment Percentageproportion to their respective Revolving Commitments. Each The Borrower may borrow Revolving Loans under this subsection, repay or, to the extent permitted by Section 2.8, prepay Revolving Loans and reborrow Revolving Loans at any time during the Revolving Credit Loan shall mature and become due and payable as provided in SECTION 2.05Period.
(b) Notwithstanding the provisions of SECTION 2.01(A) and subject to the terms of this AgreementEach Bank which has a Tranche B Term Loan Commitment severally agrees, each Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect to Swing Line Lender) may request Loans (Swing Line Advances) in an aggregate principal amount of not less than $50,000 or a larger integral multiple of $10,000, and if:
(i) the aggregate principal amount of such requested Loans (Swing Line Advances) to such Borrower and of all other Loans outstanding to all Borrowers which were made pursuant to the operation of this SECTION 2.01(B) do not exceed $50,000,000;
(ii) the aggregate principal amount of all Loans outstanding from Swing Line Lender (after giving effect to all amounts requested) does not exceed Swing Line Lender's Commitment Amount;
(iii) the aggregate principal amount of all Loans outstanding to such Borrower (after giving effect to all amounts requested) does not exceed the Maximum Amount for such Borrower; and
(iv) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) does not exceed the aggregate Commitment Amounts, then Swing Line Lender (subject to all of on the terms and conditions of set forth in this Agreement) shall , to make all of such Loans a Tranche B term loan (each, each a "SWING LINE ADVANCE,Tranche B Term Loan" and collectively, the "SWING LINE ADVANCESTranche B Term Loans"). Each ) to the Borrower promises to pay any Swing Line Advance made to it in full (together with any accrued and unpaid interest thereon) on the earliest of (A) 10 days after Closing Date in an amount not to exceed the date such Swing Line Advance was made, (B) the date amount of the next Tranche B Term Loan made to Commitment of such Borrower by Lenders pursuant to SECTION 2.01(A), and (C) the Termination Date. If:Borrower.
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Commitments to Lend. (a) Subject to Each Bank severally agrees, on the terms and conditions set forth in of this Agreement, each Lender severally agrees to lend make loans to each Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect the Company and to such Lender)Approved Subsidiary Borrowers in Dollars and in Agreed Foreign Currencies, and such Borrower may borrowratably in proportion to the respective unutilized Commitments of the Banks, repay, and reborrow from time to time during the Revolving Credit Period, upon notice by period from and including the Effective Date to but not including the Termination Date for such Borrower to Operations Agent given Bank in accordance with SECTION 2.02, such Revolving Credit Loans as are requested by such Borrower up to a maximum an aggregate principal amount outstanding to such Borrower and all other Borrowers (after giving effect to all amounts requested) at any one time equal outstanding up to but not exceeding the amount of the unutilized Commitment of such Lender's Commitment AmountBank as in effect from time to time, provided that that, immediately after each such Loan is made, (i) the aggregate amount of all Letter of Credit Exposures, together with the aggregate principal amount of all Committed Loans outstanding (after giving effect to all amounts requested) to any Borrower shall and Negotiated Rate Loans, may not exceed at any the aggregate amount of the Commitments as in effect from time the Maximum Amount for such Borrower at such to time and (ii) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) shall not exceed at any time Bank's Letter of Credit Exposure, together with the aggregate Commitment Amounts. Each Borrowing under this SECTION 2.01(A) shall be in an aggregate principal amount of not less than $100,000 or a larger whole multiple of $10,000 and shall, subject to SECTION 2.01(C), be made from the several Lenders pro rata in accordance with each Lender's Commitment Percentage. Each Revolving Credit Loan shall mature and become due and payable as provided in SECTION 2.05.
(b) Notwithstanding the provisions of SECTION 2.01(A) and subject to the terms of this Agreement, each Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect to Swing Line Lender) may request Loans (Swing Line Advances) in an aggregate principal amount of not less than $50,000 or a larger integral multiple of $10,000, and if:
(i) the aggregate unpaid principal amount of such requested Bank's Committed Loans (Swing Line Advances) to such Borrower and of all other Loans outstanding to all Borrowers which were made pursuant to the operation of this SECTION 2.01(B) do not exceed $50,000,000;
(ii) the aggregate principal amount of all Loans outstanding from Swing Line Lender (after giving effect to all amounts requested) does not exceed Swing Line Lender's Commitment Amount;
(iii) the aggregate principal amount of all Loans outstanding to such Borrower (after giving effect to all amounts requested) does not exceed the Maximum Amount for such Borrower; and
(iv) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) does Negotiated Rate Loans, may not exceed the aggregate Commitment Amounts, then Swing Line Lender (subject amount of such Bank's Commitment. Subject to all of the terms and conditions of this Agreement) shall make all of , during such Loans (eachperiod the Company and any such Approved Subsidiary Borrowers may borrow, a "SWING LINE ADVANCE," repay and collectively, reborrow the "SWING LINE ADVANCES"). Each Borrower promises to pay any Swing Line Advance made to it in full (together with any accrued and unpaid interest thereon) on the earliest of (A) 10 days after the date such Swing Line Advance was made, (B) the date amount of the next Loan made to such Borrower Commitments by Lenders pursuant to SECTION 2.01(A)means of Base Rate Loans in Dollars and Euro-Currency Loans in any Agreed Foreign Currency; provided that no more than twenty (20) separate Interest Periods for both Euro-Currency Loans and Competitive Loans may be outstanding at the same time (for which purpose Interest Periods described in different lettered clauses of the definition of the term `Interest Period', and (C) the Termination Date. If:Interest Period for Loans in different Currencies, shall be deemed to be different Interest Periods even if they are coterminous).
Appears in 1 contract
Samples: Credit Agreement (Honeywell Inc)
Commitments to Lend. (a) Subject to Each Bank severally agrees, on the terms and conditions set forth in this Agreement, each Lender severally agrees (a) to lend make Loans to each the Borrower (other than a and to Qualified Borrowers and participate in Letters of Credit issued by the Fronting Bank on behalf of the Borrower that is an Affiliate Advised Borrower with respect and Qualified Borrowers pursuant to such Lender), and such Borrower may borrow, repay, and reborrow this Article from time to time during the Revolving Credit Period, upon notice by term hereof in amounts such Borrower to Operations Agent given in accordance with SECTION 2.02, such Revolving Credit Loans as are requested by such Borrower up to a maximum aggregate amount outstanding to such Borrower and all other Borrowers (after giving effect to all amounts requested) at any one time equal to such Lender's Commitment Amount, provided that (i) the aggregate principal amount of all Committed Loans by such Bank at any one time outstanding plus such Bank's Pro Rata Share of Swingline Loans outstanding (after giving effect to all amounts requested) to any Borrower together with such Bank's pro rata share of the Letter of Credit Usage at such time shall not exceed at the Dollar Equivalent Amount of its Commitment, and (b) in furtherance and clarification of the foregoing, as to Banks with an Alternate Currency Commitment only, to participate in Alternate Currency Letters of Credit issued by the Fronting Bank on behalf of Borrower and Qualified Borrowers pursuant to this Article and to make Euro-Dollar Loans to Borrower and Qualified Borrowers denominated in any time the Maximum Amount for Alternate Currency (provided (i) such Borrower at Alternate Currency is readily available to such time Banks and is freely transferable and convertible to Dollars, (ii) the aggregate principal amount of all Loans outstanding Reuters Monitor Money Rates Service (or any successor thereto) reports a London Interbank Offered Rate for such Alternate Currency relating to all Borrowers the applicable Interest Period, and (after giving effect to all amounts requestediii) Borrower shall not exceed then have an Investment Grade Rating from both S&P and Moody's) at any time and from time to time during the aggregate Commitment AmountsTerm, in an aggxxxxxx principal Dollar Equivalent Amount not to exceed such Bank's Alternate Currency Commitment. Each Borrowing outstanding under this SECTION 2.01(A) Section 2.1 shall be in an aggregate principal Dollar Equivalent Amount of $5,000,000 (or, with respect to an Alternate Currency Borrowing only, the Dollar Equivalent Amount of $3,000,000), or an integral multiple of the Dollar Equivalent Amount of $1,000,000 in excess thereof (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.2(b), or in any amount required to reimburse the Fronting Bank for any drawing under any Letter of Credit or to repay the Swingline Lender the amount of not less any Swingline Loan) and, other than $100,000 or a larger whole multiple of $10,000 with respect to Money Market Loans and shallSwingline Loans, subject to SECTION 2.01(C), shall be made from the several Lenders pro rata Banks ratably in accordance with each Lender's Commitment Percentageproportion to their respective Commitments. Each Revolving Credit Loan shall mature and become due and payable as provided in SECTION 2.05.
(b) Notwithstanding Subject to the provisions of SECTION 2.01(A) and subject to the terms of this AgreementSection 9.19 hereof, each Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect to Swing Line Lender) may request Loans (Swing Line Advances) in an aggregate principal amount of not less than $50,000 or a larger integral multiple of $10,000, and if:
no event shall (i) the aggregate principal amount Dollar Equivalent Amount of such requested Loans (Swing Line Advances) to such Borrower and of all other Loans outstanding to all Borrowers which were made at any time, plus outstanding Dollar Equivalent Amount of the Letter of Credit Usage, exceed $500,000,000 (as adjusted pursuant to Section 9.19, the operation of this SECTION 2.01(B) do not exceed $50,000,000;
"Facility Amount"), or (ii) the aggregate principal amount of all Loans denominated in an Alternate Currency plus the outstanding from Swing Line Lender (after giving effect to all amounts requested) does not exceed Swing Line Lender's Commitment Amount;
(iii) the aggregate principal amount Letter of all Loans outstanding to such Borrower (after giving effect to all amounts requested) does not Credit Usage for Alternate Currency Letters of Credit exceed the Maximum Amount Alternate Currency Sublimit, with, in the case of both clauses (i) and (ii), Loans denominated in Alternate Currencies and Letter of Credit Usage for such Borrower; and
(iv) Alternate Currency Letters of Credit being marked to market monthly on the aggregate principal amount last Business Day of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) does not exceed the aggregate Commitment Amounts, then Swing Line Lender (subject to all of the terms and conditions each month. Notwithstanding any other provision of this Agreement) shall make all of such Loans (each, a "SWING LINE ADVANCE," and collectively, Agreement to the "SWING LINE ADVANCES"). Each Borrower promises to pay any Swing Line Advance made to it in full (together with any accrued and unpaid interest thereon) on the earliest of (A) 10 days after the date such Swing Line Advance was madecontrary, (Ba) each Borrowing denominated in Dollars shall be deemed to use the date of Dollar Commitments to the next Loan made to such Borrower by Lenders pursuant to SECTION 2.01(A)extent the Dollar Sublimit would not be exceeded thereby, and (C) to use the Termination DateAlternate Currency Commitments if such Alternate Currency Commitments are available in the event that the Dollar Commitments would be so exceeded. If:Subject to the limitations set forth herein, any amounts repaid may be reborrowed.
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Commitments to Lend. (a) Subject to Each Term Loan Bank severally agrees, on the terms and conditions set forth in this Agreement, each Lender severally agrees to lend make Term Loans to each the Borrower pursuant to this Section in a single Borrowing on the Closing Date as requested by the Borrower in accordance with Section 2.2 in an amount not to exceed its Term Loan Commitment. The Term Loan Commitments of the Term Loan Banks to make the Term Loans (other than the New Term Loan Commitments, which shall be governed by Section 9.17) shall expire on the Closing Date (regardless of the failure of the Borrower to fully utilize the Term Loan Commitments). If the Term Loan Amount shall be increased in accordance with Section 9.17, each Term Loan Bank whose Term Loan Commitment shall have been increased in accordance therewith or who shall have become a Term Loan Bank hereunder, severally agrees, on the terms and conditions set forth in this Agreement, to make Term Loans to the Borrower that is an Affiliate Advised Borrower with respect pursuant to such Lender), and such Borrower may borrow, repay, and reborrow this Section from time to time during the Revolving Credit Period, upon notice by in amounts such Borrower to Operations Agent given in accordance with SECTION 2.02, such Revolving Credit Loans as are requested by such Borrower up to a maximum aggregate amount outstanding to such Borrower and all other Borrowers (after giving effect to all amounts requested) at any one time equal to such Lender's Commitment Amount, provided that (i) the aggregate principal amount of all Term Loans by such Term Loan Bank at any one time outstanding (after giving effect to all amounts requested) to any Borrower shall not exceed at any time the Maximum Amount for such Borrower at such time and (ii) the aggregate principal amount of all its Term Loan Commitment. The aggregate amount of Term Loans outstanding to all Borrowers (after giving effect to all amounts requested) be made hereunder shall not exceed at any time the aggregate Commitment AmountsTerm Loan Amount. Each Borrowing under this SECTION 2.01(A) Section 2.1 shall be in an aggregate principal amount of not less than $100,000 or a larger whole multiple of $10,000 and shall, subject to SECTION 2.01(C), be made from the several Lenders pro rata Term Loan Banks ratably in accordance with each Lender's Commitment Percentageproportion to their respective Term Loan Commitments. Each Revolving Credit Loan shall mature and become due and payable as provided in SECTION 2.05Any Term Loans that are repaid may not be reborrowed.
(b) Notwithstanding the provisions of SECTION 2.01(A) and subject to the terms of this Agreement, each Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect to Swing Line Lender) may request Loans (Swing Line Advances) in an aggregate principal amount of not less than $50,000 or a larger integral multiple of $10,000, and if:
(i) the aggregate principal amount of such requested Loans (Swing Line Advances) to such Borrower and of all other Loans outstanding to all Borrowers which were made pursuant to the operation of this SECTION 2.01(B) do not exceed $50,000,000;
(ii) the aggregate principal amount of all Loans outstanding from Swing Line Lender (after giving effect to all amounts requested) does not exceed Swing Line Lender's Commitment Amount;
(iii) the aggregate principal amount of all Loans outstanding to such Borrower (after giving effect to all amounts requested) does not exceed the Maximum Amount for such Borrower; and
(iv) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) does not exceed the aggregate Commitment Amounts, then Swing Line Lender (subject to all of the terms and conditions of this Agreement) shall make all of such Loans (each, a "SWING LINE ADVANCE," and collectively, the "SWING LINE ADVANCES"). Each Borrower promises to pay any Swing Line Advance made to it in full (together with any accrued and unpaid interest thereon) on the earliest of (A) 10 days after the date such Swing Line Advance was made, (B) the date of the next Loan made to such Borrower by Lenders pursuant to SECTION 2.01(A), and (C) the Termination Date. If:
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