Limitations on Borrowings. From the Tenth Amendment Effective Date through the effectiveness of the November 1, 2022 Scheduled Redetermination, the Borrower shall not request that (x) the Lenders make any Loans or (y) the Issuing Banks issue, amend, renew or extend any Letter of Credit, if at the time of and immediately after giving effect to such Borrowing or issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the total Revolving Credit Exposures would exceed $525,000,000, and it is agreed that any request made in violation hereof shall be null and void; provided, however, that this Section 9.20 shall cease to apply if:
(a) The Administrative Agent has received reasonably satisfactory evidence that the Borrower and/or one of its Subsidiaries has consummated the Sundance Acquisition pursuant to the Sundance Acquisition Agreement without giving effect to any waiver, amendment, modification or consent thereto, in each case, that is materially adverse to the interests of the Lenders (as reasonably determined by the Administrative Agent in good faith) without the consent of the Administrative Agent;
(b) The Administrative Agent has received a reserve report (the “Sundance Acquisition Reserve Report”) covering the Oil and Gas Properties subject of the Sundance Acquisition constituting Proved Reserves prepared by one or more Approved Petroleum Engineers, with an “as of” date of December 31, 2021 and substantially the same as the Borrower-prepared database provided to the Lenders prior to the Tenth Amendment Effective Date. For the avoidance of doubt, the Administrative Agent agrees that such database previously sent to the Administrative Agent by the Borrower on April 21, 2022 satisfies the requirements of this clause (b);
(c) The Administrative Agent has received evidence reasonably satisfactory to it (including customary lien search results, duly executed recordable mortgage releases and UCC-3 financing statement terminations) that all Liens on the Sundance Assets (other than Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof, but subject to the provisos at the end of such definition) have been released or terminated, or will be released and terminated subject only to the filing of applicable terminations and releases and that such filings have been duly authorized; and
(d) The Administrative Agent has received a certificate of a Responsible Officer of the Borrower certifying as of the Sundance Acquisition Closing ...
Limitations on Borrowings. Anything in Section 2.02(a) to the ------------------------- contrary notwithstanding, none of the Borrowers may select (i) Eurodollar Rate Advances for any Borrowing if the aggregate amount of such Borrowing is less than $5,000,000 or if the obligation of the Appropriate Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.08 or 2.09 or (ii) Interest Periods for Eurodollar Rate Advances comprising part of any Borrowing that have a duration of more than one month during the period from the date of this Agreement to September 30, 1997 (or such earlier date as shall be specified by the Arranger in its sole discretion in a written notice to Fox Kids and each of the Lenders). In addition, the Revolving Credit A Advances may not be outstanding as part of more than eight separate Revolving Credit A Borrowings, the Revolving Credit B Advances may not be outstanding as part of more than eight separate Revolving Credit B Borrowings and the Term Advances may not be outstanding as part of more than eight separate Term Borrowings.
Limitations on Borrowings. The Company will not, and will ------------------------- not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness except (i) the Indebted ness incurred under this Agreement and other Indebtedness to the Bank, (ii) the Indebtedness (other than for borrowed money) on open account or under trade acceptances in the ordinary course of busi ness in connection with normal trade obligations, (iii) unsecured intercompany accounts between the Subsidiaries of the Company, or any of them, on the one hand, and the Company, on the other, (vii) the Indebtedness for taxes and other charges to the extent per mitted under Sections 5.2 and 5.6 hereof and (v) Indebtedness listed on Exhibit G hereto. ---------
Limitations on Borrowings. Anything in Section 2.02(a) to the ------------------------- contrary notwithstanding, none of the Borrowers may select Eurodollar Rate Advances for any Borrowing if the aggregate amount of such Borrowing is less than $5,000,000 or if the obligation of the Appropriate Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.08 or 2.09. In addition, the Revolving Credit Advances may not be outstanding as part of more than eight separate Revolving Credit Borrowings and the Term Advances may not be outstanding as part of more than eight separate Term Borrowings.
Limitations on Borrowings. It shall constitute an Event of Default if any of the Debtors obtain authorization from the Court for the Debtors or their estates to borrow money (other than in accordance with the DIP Credit Agreement) from any person other than the DIP Lenders; provided, however, that the Debtors may request and obtain such authorization in connection with postpetition financing, loans or financial accommodations that will indefeasibly repay in full all DIP Obligations; provided, further, however, that in connection with the seeking or obtaining of such postpetition financing, loans, or financial accommodations, the Debtors may not rely on the consent of the Prepetition Secured Parties to the relief granted in this Interim Order and any and all such consent shall be deemed to have automatically terminated.
Limitations on Borrowings. The Company will not, nor will it permit any Subsidiary to, create, incur or suffer to exist any Indebtedness except:
(a) the Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability (each as defined in the Bank Credit Agreement) of the Company and its Subsidiaries owing to the Administrative Agent and the lenders (and their Affiliates) under the Bank Credit Agreement, and (ii) the Notes or any Subsidiary Guaranty;
(b) Indebtedness existing on the Effective Date of Amendment No. 1 with Respect to Note Purchase Agreement and described in Schedule 5.15 and any renewal or extension of such Indebtedness that does not increase the principal amount thereof;
(c) obligations of the Company arising out of interest rate, foreign currency, and commodity hedging agreements entered into with financial institutions in the ordinary course of business;
(d) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business;
(e) intercompany Indebtedness from time to time owing among the Company and its Subsidiaries, to the extent expressly provided in the Bank Credit Agreement;
(f) other Indebtedness, provided that the aggregate amount of such other Indebtedness does not exceed $150,000,000 at any time outstanding.
b. Section 10.3 of the Note Purchase Agreement is hereby amended by replacing the “; and” at the end of clause (i) with “,”, replacing the “.” at the end of clause (j) with “; and” and adding a new clause (k) after Section 10.3(j), as follows:
Limitations on Borrowings. Borrower will not, and will not permit any of its Subsidiaries to, incur, create, assume or permit to exist any Indebtedness, except (i) the Notes, (ii) Indebtedness incurred in the ordinary course of Borrower's or Subsidiary's business in connection with normal trade obligations, including the financing of Borrower's annual insurance premiums; (iii) any Indebtedness previously made or contemplated to be made in the future by Lenders to Borrower or a Subsidiary; and (iv) purchase money indebtedness not to exceed $2,000,000 in the aggregate.
Limitations on Borrowings. It shall constitute an Event of Default if any of the Debtors obtains authorization from the Court for the Debtors or their estates to borrow money (other than in accordance with the DIP Credit Agreement or through credit terms in the ordinary course of business from any vendor, supplier, customer or the like) from any person other than the DIP Lenders; provided, however, that the Debtors may request and obtain such authorization in connection with postpetition financing, loans or financial accommodations that will indefeasibly repay in full all Revolving Facility Obligations, Revolving Facility Adequate Protection Obligations, and DIP Obligations; provided, further, however, that in connection with the seeking or obtaining of such postpetition financing, loans, or financial accommodations, the Debtors may not rely on the consent of the Prepetition Secured Parties to the relief granted in this Interim Order and any and all such consent shall be deemed to have automatically terminated.
Limitations on Borrowings. Outstanding borrowings under the Line of Credit, to a maximum of the principal amount set forth above, shall not at any time exceed to aggregate amounts set forth on Schedule I hereto, which Schedule I shall be completed by Bank and appended hereto from time to time after an audit of the Collateral and/or an audit of Borrower’s inventory, and all terms of which are incorporated herein by this reference.”
4. Section 1.1(c) of the Agreement hereby is amend and restated in its entirety to read as follows:
Limitations on Borrowings. Section 2.1(b) of the Credit Agreement is amended by substituting "$2,500,000.00" in place of "$7,500,000.00" in the first paragraph thereof.
