Re-Allocation of Revolving Credit Commitments. The Borrower, together with the other applicable Group Borrowers, may request to reallocate the aggregate Group Revolving Credit Commitments under the Group Credit Agreements among the different Group Borrowers up to, but no more than, three times during the term of the Group Revolving Credit Facilities from and after the Closing Date, in each case, subject to the following terms and conditions: (i) each Group Revolving Credit Lender shall have the same percentage of each Group Revolving Credit Commitment under each Group Credit Agreement both before and after such re-allocation; (ii) the aggregate Group Revolving Credit Commitments shall remain unchanged before and after such re-allocation; (iii) there shall exist no Group Default under any Group Loan Documents, in each case both before and after such re-allocation; (iv) the Borrower and the other applicable Group Borrowers shall have given no less than 20 Business Days’ prior written notice of such proposed re-allocation to the applicable Group Administrative Agents and the Group Revolving Credit Lenders (or such lesser notice if acceptable to the Group Administrative Agents and the Group Revolving Credit Lenders); (v) the representations and warranties set forth in Article V of each Group Credit Agreement and the other Group Loan Documents shall be true and correct in all material respects (except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date and (ii) that any representation or warranty that is qualified by “materiality” or “Material Adverse Effect” shall be true and correct in all respects); (vi) the applicable Group Borrowers shall have reimbursed the applicable Group Administrative Agents and Group Revolving Credit Lenders for any amounts incurred (if any) as a result of such re-allocation pursuant to Article II and Article III of each Group Credit Agreement; (vii) the applicable Group Borrowers shall have each delivered a certification on the date of such re-allocation certifying as to clauses (iii) and (v) preceding as of such date; (viii) such reallocation shall be permitted under all applicable law, including but not limited to the Communications Laws; and (ix) the applicable Group Borrowers shall have reimbursed the applicable Group Administrative Agents in full in immediately available funds for all outstanding fees and expenses incurred by them in connection with such re-allocation, including attorneys’ fees costs and expenses incurred by counsel to the Administrative Agent in accordance with the terms of Section 10.04(a) of each of the Group Credit Agreements. Notwithstanding any provision herein or in any other Group Loan Document to the contrary, a reallocation pursuant to this Section 2.06(d) shall only be permitted if the Nexstar Borrower and each of the other applicable Group Borrowers requests such a reallocation in accordance with the terms of Section 2.06(d) of the applicable Group Credit Agreement, in each case on identical terms.
Appears in 9 contracts
Samples: Credit Agreement (Nexstar Media Group, Inc.), Credit Agreement (Nexstar Media Group, Inc.), Credit Agreement (Nexstar Media Group, Inc.)
Re-Allocation of Revolving Credit Commitments. The Borrower, together with the other applicable Group Borrowers, may request to reallocate the aggregate Group Revolving Credit Commitments under the Group Credit Agreements among the different Group Borrowers (including the allocation of the 2018 Revolving Credit Commitments and Group Revolving Credit Commitments that “Constitute Same Class With” the 2018 Revolving Credit Commitments and the allocation of the 2020 Revolving Credit Commitments and group Revolving Credit Commitments that “Constitute Same Class With” the 2020 Revolving Credit Commitments) up to, but no more than, three times during the term of the Group Revolving Credit Facilities from and after the Closing Fourth Amendment Effective Date (excluding (x) the allocation by the Mission Borrower to the Nexstar Borrower of all of the Revolving Credit Commitments outstanding under the Mission Credit Agreement immediately prior to the Fourth Amendment Effective Date (which shall constitute 2018 Revolving Credit Commitments hereunder from and after the Fourth Amendment Effective Date), which shall be deemed to occur concurrently with the FourthFifth Amendment Effective Date, and (y) the allocation by the Nexstar Borrower to the Mission Borrower of Revolving Credit Commitments to consummate the WPIX Acquisition (as defined in the Mission Credit Agreement) and the Shield Acquisition (as defined in the Mission Credit Agreement)), in each case, subject to the following terms and conditions:
(i) each Group Revolving Credit Lender shall have the same percentage of each tranche of Group Revolving Credit Commitment CommitmentsCommitment under each Group Credit Agreement (to the extent constituting the same Class with the applicable tranche of Revolving Credit Commitments hereunder) both before and after such re-allocation;
(ii) the aggregate Group Revolving Credit Commitments of such Class shall remain unchanged before and after such re-allocation;
(iii) there shall exist no Group Default under any this Agreement and the applicable Group Loan DocumentsCredit Agreement(s), in each case both before and after such re-allocation;
(iv) the Borrower and the other applicable Group Borrowers Borrower(s) shall have given no less than 20 Business Days10 days’ prior written notice of such proposed re-allocation to the applicable Group Administrative Agents and the Group Revolving Credit Lenders (or such lesser notice if acceptable to the Group Administrative Agents and the Group Revolving Credit Lenders);
(v) the representations and warranties set forth in Article V of each Group Credit this Agreement and the applicable Group Credit Agreement(s) and the other applicable Group Loan Documents shall be true and correct in all material respects (except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date and (ii) that any representation or warranty that is qualified by “materiality” or “Material Adverse Effect” shall be true and correct in all respects);
(vi) the applicable Group Borrowers shall have reimbursed the applicable Group Administrative Agents and Group Revolving Credit Lenders for any amounts incurred (if any) as a result of such re-allocation pursuant to Article II and Article III of each applicable Group Credit Agreement;
(vii) the applicable Group Borrowers shall have each delivered a certification on the date of such re-allocation certifying as to clauses (iii) and (v) preceding as of such date;
(viii) such reallocation shall be permitted under all applicable law, including but not limited to the Communications Laws; and
(ix) the applicable Group Borrowers shall have reimbursed the applicable Group Administrative Agents in full in immediately available funds for all outstanding fees and expenses incurred by them in connection with such re-allocation, including attorneys’ fees costs and expenses incurred by counsel to the Administrative Agent in accordance with the terms of Section 10.04(a) of each of the Group Credit Agreements. Notwithstanding any provision herein or in any other Group Loan Document to the contrary, a reallocation pursuant to this Section 2.06(d) shall only be permitted if the Nexstar Borrower and each of the other applicable Group Borrowers requests such a reallocation in accordance with the terms of Section 2.06(d) of the applicable Group Credit Agreement, in each case on identical terms.
Appears in 2 contracts
Samples: Credit Agreement (Nexstar Media Group, Inc.), Credit Agreement (Nexstar Media Group, Inc.)
Re-Allocation of Revolving Credit Commitments. The Borrower, together with the other applicable Group Borrowers, may request to reallocate the aggregate Group Revolving Credit Commitments under the Group Credit Agreements among the different Group Borrowers (including the allocation of the 2018 Revolving Credit Commitments and Group Revolving Credit Commitments that “Constitute Same Class With” the 2018 Revolving Credit Commitments and the allocation of the 2020 Revolving Credit Commitments and Group Revolving Credit Commitments that “Constitute Same Class With” the 2020 Revolving Credit Commitments) up to, but no more than, three times during the term of the Group Revolving Credit Facilities from and after the Closing Third Amendment Effective Date (excluding (x) the allocation by the Borrower to the Nexstar Borrower of all of the Revolving Credit Commitments outstanding hereunder immediately prior to the Fifth Amendment Effective Date (which shall constitute 2018 Revolving Credit Commitments under the Nexstar Credit Agreement from and after the Fifth Amendment Effective Date), which shall be deemed to occur concurrently with the FifthSixth Amendment Effective Date, and (y) the allocation by the Nexstar Borrower to the Borrower of Revolving Credit Commitments to consummate the WPIX Acquisition and the Shield Acquisition), in each case, subject to the following terms and conditions:
(i) each Group Revolving Credit Lender shall have the same percentage of each tranche of Group Revolving Credit Commitment CommitmentsCommitment under each Group Credit Agreement (to the extent constituting the same Class with the applicable tranche of Revolving Credit Commitments hereunder) both before and after such re-allocation;
(ii) the aggregate Group Revolving Credit Commitments of such Class shall remain unchanged before and after such re-allocation;
(iii) there shall exist no Group Default under any this Agreement and the applicable Group Loan DocumentsCredit Agreement(s), in each case both before and after such re-allocation;
(iv) the Borrower and the other applicable Group Borrowers Borrower(s) shall have given no less than 20 10 days’ (or, in the case of a re-allocation from the Borrower to the Nexstar Borrower on the Fourth Amendment Effective Date, two Business Days’ ’) prior written notice of such proposed re-allocation to the applicable Group Administrative Agents and the Group Revolving Credit Lenders (or such lesser notice if acceptable to the Group Administrative Agents and the Group Revolving Credit Lenders);
(v) the representations and warranties set forth in Article V of each Group Credit this Agreement and the applicable Group Credit Agreement(s) and the other applicable Group Loan Documents shall be true and correct in all material respects (except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date and (ii) that any representation or warranty that is qualified by “materiality” or “Material Adverse Effect” shall be true and correct in all respects);
(vi) the applicable Group Borrowers shall have reimbursed the applicable Group Administrative Agents and Group Revolving Credit Lenders for any amounts incurred (if any) as a result of such re-allocation pursuant to Article II and Article III of each applicable Group Credit Agreement;
(vii) the applicable Group Borrowers shall have each delivered a certification on the date of such re-allocation certifying as to clauses (iii) and (v) preceding as of such date;
(viii) such reallocation shall be permitted under all applicable law, including but not limited to the Communications Laws; and
(ix) the applicable Group Borrowers shall have reimbursed the applicable Group Administrative Agents in full in immediately available funds for all outstanding fees and expenses incurred by them in connection with such re-allocation, including attorneys’ fees costs and expenses incurred by counsel to the Administrative Agent in accordance with the terms of Section 10.04(a) of each of the Group Credit Agreements. Notwithstanding any provision herein or in any other Group Loan Document to the contrary, a reallocation pursuant to this Section 2.06(d) shall only be permitted if the Nexstar Borrower and each of the other applicable Group Borrowers requests such a reallocation in accordance with the terms of Section 2.06(d) of the applicable Group Credit Agreement, in each case on identical terms.
Appears in 2 contracts
Samples: Credit Agreement (Nexstar Media Group, Inc.), Credit Agreement (Nexstar Media Group, Inc.)
Re-Allocation of Revolving Credit Commitments. The Borrower, together with the other applicable Group Borrowers, may request to reallocate the aggregate Group Revolving Credit Commitments under the Group Credit Agreements among the different Group Borrowers (including the allocation of the 2018 Revolving Credit Commitments and Group Revolving Credit Commitments that “Constitute Same Class With” the 2018 Revolving Credit Commitments and the allocation of the 2020 Revolving Credit Commitments and group Revolving Credit Commitments that “Constitute Same Class With” the 2020 Revolving Credit Commitments) up to, but no more than, three times during the term of the Group Revolving Credit Facilities from and after the Closing Fourth Amendment Effective Date (excluding (x) the allocation by the Mission Borrower to the Nexstar Borrower of all of the Revolving Credit Commitments outstanding under the Mission Credit Agreement immediately prior to the Fourth Amendment Effective Date (which shall constitute 2018 Revolving Credit Commitments hereunder from and after the Fourth Amendment Effective Date), which shall be deemed to occur concurrently with the Fourth Amendment Effective Date, and (y) the allocation by the Nexstar Borrower to the Mission Borrower of Revolving Credit Commitments to consummate the WPIX Acquisition (as defined in the Mission Credit Agreement) and the Shield Acquisition (as defined in the Mission Credit Agreement)), in each case, subject to the following terms and conditions:
(i) each Group Revolving Credit Lender shall have the same percentage of each tranche of Group Revolving Credit Commitment Commitments under each Group Credit Agreement (to the extent constituting the same Class with the applicable tranche of Revolving Credit Commitments hereunder) both before and after such re-allocation;
(ii) the aggregate Group Revolving Credit Commitments of such Class shall remain unchanged before and after such re-allocation;
(iii) there shall exist no Group Default under any this Agreement and the applicable Group Loan DocumentsCredit Agreement(s), in each case both before and after such re-allocation;
(iv) the Borrower and the other applicable Group Borrowers Borrower(s) shall have given no less than 20 Business Days10 days’ prior written notice of such proposed re-allocation to the applicable Group Administrative Agents and the Group Revolving Credit Lenders (or such lesser notice if acceptable to the Group Administrative Agents and the Group Revolving Credit Lenders);
(v) the representations and warranties set forth in Article V of each Group Credit this Agreement and the applicable Group Credit Agreement(s) and the other applicable Group Loan Documents shall be true and correct in all material respects (except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date and (ii) that any representation or warranty that is qualified by “materiality” or “Material Adverse Effect” shall be true and correct in all respects);
(vi) the applicable Group Borrowers shall have reimbursed the applicable Group Administrative Agents and Group Revolving Credit Lenders for any amounts incurred (if any) as a result of such re-allocation pursuant to Article II and Article III of each applicable Group Credit Agreement;
(vii) the applicable Group Borrowers shall have each delivered a certification on the date of such re-allocation certifying as to clauses (iii) and (v) preceding as of such date;
(viii) such reallocation shall be permitted under all applicable law, including but not limited to the Communications Laws; and
(ix) the applicable Group Borrowers shall have reimbursed the applicable Group Administrative Agents in full in immediately available funds for all outstanding fees and expenses incurred by them in connection with such re-allocation, including attorneys’ fees costs and expenses incurred by counsel to the Administrative Agent in accordance with the terms of Section 10.04(a) of each of the Group Credit Agreements. Notwithstanding any provision herein or in any other Group Loan Document to the contrary, a reallocation pursuant to this Section 2.06(d) shall only be permitted if the Nexstar Borrower and each of the other applicable Group Borrowers requests such a reallocation in accordance with the terms of Section 2.06(d) of the applicable Group Credit Agreement, in each case on identical terms.
Appears in 1 contract
Re-Allocation of Revolving Credit Commitments. The Borrower, together with the other applicable Group Borrowers, may request to reallocate the aggregate Group Revolving Credit Commitments under the Group Credit Agreements among the different Group Borrowers (including the allocation of the 2018 Revolving Credit Commitments and Group Revolving Credit Commitments that “Constitute Same Class With” the 2018 Revolving Credit Commitments and the allocation of the 2020 Revolving Credit Commitments and Group Revolving Credit Commitments that “Constitute Same Class With” the 2020 Revolving Credit Commitments) up to, but no more than, three times during the term of the Group Revolving Credit Facilities from and after the Closing Third Amendment Effective Date (excluding (x) the allocation by the Borrower to the Nexstar Borrower of all of the Revolving Credit Commitments outstanding hereunder immediately prior to the ThirdFifth Amendment Effective Date (which shall constitute 2018 Revolving Credit Commitments under the Nexstar Credit Agreement from and after the ThirdFifth Amendment Effective Date), which shall be deemed to occur concurrently with the ThirdFifth Amendment Effective Date, and (y) the allocation by the Nexstar Borrower to the Borrower of Revolving Credit Commitments to consummate the WPIX Acquisition and the Shield Acquisition), in each case, subject to the following terms and conditions:
(i) each Group Revolving Credit Lender shall have the same percentage of each tranche of Group Revolving Credit Commitment Commitments under each Group Credit Agreement (to the extent constituting the same Class with the applicable tranche of Revolving Credit Commitments hereunder) both before and after such re-allocation;
(ii) the aggregate Group Revolving Credit Commitments of such Class shall remain unchanged before and after such re-allocation;
(iii) there shall exist no Group Default under any this Agreement and the applicable Group Loan DocumentsCredit Agreement(s), in each case both before and after such re-allocation;
(iv) the Borrower and the other applicable Group Borrowers Borrower(s) shall have given no less than 20 10 days’ (or, in the case of a re-allocation from the Borrower to the Nexstar Borrower on the Fourth Amendment Effective Date, two Business Days’ ’) prior written notice of such proposed re-allocation to the applicable Group Administrative Agents and the Group Revolving Credit Lenders (or such lesser notice if acceptable to the Group Administrative Agents and the Group Revolving Credit Lenders);
(v) the representations and warranties set forth in Article V of each Group Credit this Agreement and the applicable Group Credit Agreement(s) and the other applicable Group Loan Documents shall be true and correct in all material respects (except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date and (ii) that any representation or warranty that is qualified by “materiality” or “Material Adverse Effect” shall be true and correct in all respects);
(vi) the applicable Group Borrowers shall have reimbursed the applicable Group Administrative Agents and Group Revolving Credit Lenders for any amounts incurred (if any) as a result of such re-allocation pursuant to Article II and Article III of each applicable Group Credit Agreement;
(vii) the applicable Group Borrowers shall have each delivered a certification on the date of such re-allocation certifying as to clauses (iii) and (v) preceding as of such date;
(viii) such reallocation shall be permitted under all applicable law, including but not limited to the Communications Laws; and
(ix) the applicable Group Borrowers shall have reimbursed the applicable Group Administrative Agents in full in immediately available funds for all outstanding fees and expenses incurred by them in connection with such re-allocation, including attorneys’ fees costs and expenses incurred by counsel to the Administrative Agent in accordance with the terms of Section 10.04(a) of each of the Group Credit Agreements. Notwithstanding any provision herein or in any other Group Loan Document to the contrary, a reallocation pursuant to this Section 2.06(d) shall only be permitted if the Nexstar Borrower and each of the other applicable Group Borrowers requests such a reallocation in accordance with the terms of Section 2.06(d) of the applicable Group Credit Agreement, in each case on identical terms.
Appears in 1 contract
Re-Allocation of Revolving Credit Commitments. The Borrower, together with the other applicable Group Borrowers, may request to reallocate the aggregate Group Revolving Credit Commitments under the Group Credit Agreements among the different Group Borrowers (including the allocation of the 2018 Revolving Credit Commitments and Group Revolving Credit Commitments that “Constitute Same Class With” the 2018 Revolving Credit Commitments and the allocation of the 2020 Revolving Credit Commitments and Group Revolving Credit Commitments that “Constitute Same Class With” the 2020 Revolving Credit Commitments) up to, but no more than, three times during the term of the Group Revolving Credit Facilities from and after the Closing SecondThird Amendment Effective Date (excluding (x) the allocation by the Borrower to the Nexstar Borrower of all of the Revolving Credit Commitments outstanding hereunder immediately prior to the Fourth Amendment Effective Date (which shall constitute 2018 Revolving Credit Commitments under the Nexstar Credit Agreement from and after the Fourth Amendment Effective Date), which shall be deemed to occur concurrently with the Fourth Amendment Effective Date, and (y) the allocation by the Nexstar Borrower to the Borrower of Revolving Credit Commitments to consummate the WPIX Acquisition and the Shield Acquisition), in each case, subject to the following terms and conditions:
(i) each Group Revolving Credit Lender shall have the same percentage of each tranche of Group Revolving Credit Commitment Commitments under each Group Credit Agreement (to the extent constituting the same Class with the applicable tranche of Revolving Credit Commitments hereunder) both before and after such re-allocation;
(ii) the aggregate Group Revolving Credit Commitments of such Class shall remain unchanged before and after such re-allocation;
(iii) there shall exist no Group Default under any this Agreement and the applicable Group Loan DocumentsCredit Agreement(s), in each case both before and after such re-allocation;
(iv) the Borrower and the other applicable Group Borrowers shall Borrower(s)shall have given no less than 20 210 Business Daysdays’ prior written notice of such proposed re-allocation to the applicable Group Administrative Agents and the Group Revolving Credit Lenders (or such lesser notice if acceptable to the Group Administrative Agents and the Group Revolving Credit Lenders);
(v) the representations and warranties set forth in Article V of each Group Credit this Agreement and the applicable Group Credit Agreement(s) and the other applicable Group Loan Documents shall be true and correct in all material respects (except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date and (ii) that any representation or warranty that is qualified by “materiality” or “Material Adverse Effect” shall be true and correct in all respects);
(vi) the applicable Group Borrowers shall have reimbursed the applicable Group Administrative Agents and Group Revolving Credit Lenders for any amounts incurred (if any) as a result of such re-allocation pursuant to Article II and Article III of each applicable Group Credit Agreement;
(vii) the applicable Group Borrowers shall have each delivered a certification on the date of such re-allocation certifying as to clauses (iii) and (v) preceding as of such date;
(viii) such reallocation shall be permitted under all applicable law, including but not limited to the Communications Laws; and
(ix) the applicable Group Borrowers shall have reimbursed the applicable Group Administrative Agents in full in immediately available funds for all outstanding fees and expenses incurred by them in connection with such re-allocation, including attorneys’ fees costs and expenses incurred by counsel to the Administrative Agent in accordance with the terms of Section 10.04(a) of each of the Group Credit Agreements. Notwithstanding any provision herein or in any other Group Loan Document to the contrary, a reallocation pursuant to this Section 2.06(d) shall only be permitted if the Nexstar Borrower and each of the other applicable Group Borrowers requests such a reallocation in accordance with the terms of Section 2.06(d) of the applicable Group Credit Agreement, in each case on identical terms.
Appears in 1 contract
Re-Allocation of Revolving Credit Commitments. The Borrower, together with the other applicable Group Borrowers, may request to reallocate the aggregate Group Revolving Credit Commitments under the Group Credit Agreements among the different Group Borrowers up to, but no more than, three times during the term of the Group Revolving Credit Facilities from and after the Closing Second Amendment Effective Date, in each case, subject to the following terms and conditions:
(i) each Group Revolving Credit Lender shall have the same percentage of each Group Revolving Credit Commitment under each Group Credit Agreement (to the extent constituting the same Class with the Revolving Credit Commitments hereunder) both before and after such re-allocation;
(ii) the aggregate Group Revolving Credit Commitments of such Class shall remain unchanged before and after such re-allocation;
(iii) there shall exist no Group Default under any this Agreement and the applicable Group Loan DocumentsCredit Agreement(s), in each case both before and after such re-allocation;
(iv) the Borrower and the other applicable Group Borrowers Borrower(s) shall have given no less than 20 Business Days’ prior written notice of such proposed re-allocation to the applicable Group Administrative Agents and the Group Revolving Credit Lenders (or such lesser notice if acceptable to the Group Administrative Agents and the Group Revolving Credit Lenders);
(v) the representations and warranties set forth in Article V of each Group Credit this Agreement and the applicable Group Credit Agreement(s) and the other applicable Group Loan Documents shall be true and correct in all material respects (except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date and (ii) that any representation or warranty that is qualified by “materiality” or “Material Adverse Effect” shall be true and correct in all respects);
(vi) the applicable Group Borrowers shall have reimbursed the applicable Group Administrative Agents and Group Revolving Credit Lenders for any amounts incurred (if any) as a result of such re-allocation pursuant to Article II and Article III of each applicable Group Credit Agreement;
(vii) the applicable Group Borrowers shall have each delivered a certification on the date of such re-allocation certifying as to clauses (iii) and (v) preceding as of such date;
(viii) such reallocation shall be permitted under all applicable law, including but not limited to the Communications Laws; and
(ix) the applicable Group Borrowers shall have reimbursed the applicable Group Administrative Agents in full in immediately available funds for all outstanding fees and expenses incurred by them in connection with such re-allocation, including attorneys’ fees costs and expenses incurred by counsel to the Administrative Agent in accordance with the terms of Section 10.04(a) of each of the Group Credit Agreements. Notwithstanding any provision herein or in any other Group Loan Document to the contrary, a reallocation pursuant to this Section 2.06(d) shall only be permitted if the Nexstar Borrower and each of the other applicable Group Borrowers requests such a reallocation in accordance with the terms of Section 2.06(d) of the applicable Group Credit Agreement, in each case on identical terms.
Appears in 1 contract
Re-Allocation of Revolving Credit Commitments. The Borrower, together with the other applicable Group Borrowers, may request to reallocate the aggregate Group Revolving Credit Commitments under the Group Credit Agreements among the different Group Borrowers (including the allocation of the 2018 Revolving Credit Commitments and Group Revolving Credit Commitments that “Constitute Same Class With” the 2018 Revolving Credit Commitments and the allocation of the 2020 Revolving Credit Commitments and group Revolving Credit Commitments that “Constitute Same Class With” the 2020 Revolving Credit Commitments) up to, but no more than, three times during the term of the Group Revolving Credit Facilities from and after the Closing ThirdFourth Amendment Effective Date (excluding (x) the allocation by the Mission Borrower to the Nexstar Borrower of all of the Revolving Credit Commitments outstanding under the Mission Credit Agreement immediately prior to the Fourth Amendment Effective Date (which shall constitute 2018 Revolving Credit Commitments hereunder from and after the Fourth Amendment Effective Date), which shall be deemed to occur concurrently with the Fourth Amendment Effective Date, and (y) the allocation by the Nexstar Borrower to the Mission Borrower of Revolving Credit Commitments to consummate the WPIX Acquisition (as defined in the Mission Credit Agreement) and the Shield Acquisition (as defined in the Mission Credit Agreement)), in each case, subject to the following terms and conditions:
(i) each Group Revolving Credit Lender shall have the same percentage of each tranche of Group Revolving Credit Commitment Commitments under each Group Credit Agreement (to the extent constituting the same Class with the applicable tranche of Revolving Credit Commitments hereunder) both before and after such re-allocation;
(ii) the aggregate Group Revolving Credit Commitments of such Class shall remain unchanged before and after such re-allocation;
(iii) there shall exist no Group Default under any this Agreement and the applicable Group Loan DocumentsCredit Agreement(s), in each case both before and after such re-allocation;
(iv) the Borrower and the other applicable Group Borrowers Borrower(s) shall have given no less than 20 210 Business Daysdays’ prior written notice of such proposed re-allocation to the applicable Group Administrative Agents and the Group Revolving Credit Lenders (or such lesser notice if acceptable to the Group Administrative Agents and the Group Revolving Credit Lenders);
(v) the representations and warranties set forth in Article V of each Group Credit this Agreement and the applicable Group Credit Agreement(s) and the other applicable Group Loan Documents shall be true and correct in all material respects (except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date and (ii) that any representation or warranty that is qualified by “materiality” or “Material Adverse Effect” shall be true and correct in all respects);
(vi) the applicable Group Borrowers shall have reimbursed the applicable Group Administrative Agents and Group Revolving Credit Lenders for any amounts incurred (if any) as a result of such re-allocation pursuant to Article II and Article III of each applicable Group Credit Agreement;
(vii) the applicable Group Borrowers shall have each delivered a certification on the date of such re-allocation certifying as to clauses (iii) and (v) preceding as of such date;
(viii) such reallocation shall be permitted under all applicable law, including but not limited to the Communications Laws; and
(ix) the applicable Group Borrowers shall have reimbursed the applicable Group Administrative Agents in full in immediately available funds for all outstanding fees and expenses incurred by them in connection with such re-allocation, including attorneys’ fees costs and expenses incurred by counsel to the Administrative Agent in accordance with the terms of Section 10.04(a) of each of the Group Credit Agreements. Notwithstanding any provision herein or in any other Group Loan Document to the contrary, a reallocation pursuant to this Section 2.06(d) shall only be permitted if the Nexstar Borrower and each of the other applicable Group Borrowers requests such a reallocation in accordance with the terms of Section 2.06(d) of the applicable Group Credit Agreement, in each case on identical terms.
Appears in 1 contract
Re-Allocation of Revolving Credit Commitments. The Borrower, together with the other applicable Group Borrowers, may request to reallocate the aggregate Group Revolving Credit Commitments under the Group Credit Agreements among the different Group Borrowers up to, but no more than, three times during the term of the Group Revolving Credit Facilities from and after the Closing Second Amendment Effective Date, in each case, subject to the following terms and conditions:
(i) each Group Revolving Credit Lender shall have the same percentage of each Group Revolving Credit Commitment under each Group Credit Agreement (to the extent constituting the same Class with the Revolving Credit Commitments hereunder) both before and after such re-allocation;
(ii) the aggregate Group Revolving Credit Commitments of such Class shall remain unchanged before and after such re-allocation;
(iii) there shall exist no Group Default under any this Agreement and the applicable Group Loan DocumentsCredit Agreement(s), in each case both before and after such re-allocation;
(iv) the Borrower and the other applicable Group Borrowers shall Borrower(s)shall have given no less than 20 Business Days’ prior written notice of such proposed re-allocation to the applicable Group Administrative Agents and the Group Revolving Credit Lenders (or such lesser notice if acceptable to the Group Administrative Agents and the Group Revolving Credit Lenders);
(v) the representations and warranties set forth in Article V of each Group Credit this Agreement and the applicable Group Credit Agreement(s) and the other applicable Group Loan Documents shall be true and correct in all material respects (except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date and (ii) that any representation or warranty that is qualified by “materiality” or “Material Adverse Effect” shall be true and correct in all respects);
(vi) the applicable Group Borrowers shall have reimbursed the applicable Group Administrative Agents and Group Revolving Credit Lenders for any amounts incurred (if any) as a result of such re-allocation pursuant to Article II and Article III of each applicable Group Credit Agreement;
(vii) the applicable Group Borrowers shall have each delivered a certification on the date of such re-allocation certifying as to clauses (iii) and (v) preceding as of such date;
(viii) such reallocation shall be permitted under all applicable law, including but not limited to the Communications Laws; and
(ix) the applicable Group Borrowers shall have reimbursed the applicable Group Administrative Agents in full in immediately available funds for all outstanding fees and expenses incurred by them in connection with such re-allocation, including attorneys’ fees costs and expenses incurred by counsel to the Administrative Agent in accordance with the terms of Section 10.04(a) of each of the Group Credit Agreements. Notwithstanding any provision herein or in any other Group Loan Document to the contrary, a reallocation pursuant to this Section 2.06(d) shall only be permitted if the Nexstar Borrower and each of the other applicable Group Borrowers requests such a reallocation in accordance with the terms of Section 2.06(d) of the applicable Group Credit Agreement, in each case on identical terms.
Appears in 1 contract
Re-Allocation of Revolving Credit Commitments. The Borrower, together with the other applicable Group Borrowers, may request to reallocate the aggregate Group Revolving Credit Commitments under the Group Credit Agreements among the different Group Borrowers up to, but no more than, three times during the term of the Group Revolving Credit Facilities from and after the Closing Sixth Amendment Effective Date, in each case, subject to the following terms and conditions:
(i) each Group Revolving Credit Lender shall have the same percentage of each Group Revolving Credit Commitment under each Group Credit Agreement (to the extent constituting the same Class with the Revolving Credit Commitments hereunder) both before and after such re-allocation;
(ii) the aggregate Group Revolving Credit Commitments of such Class shall remain unchanged before and after such re-allocation;
(iii) there shall exist no Group Default under any this Agreement and the applicable Group Loan DocumentsCredit Agreement(s), in each case both before and after such re-allocation;
(iv) the Borrower and the other applicable Group Borrowers Borrower(s) shall have given no less than 20 Business Days10 days’ prior written notice of such proposed re-allocation to the applicable Group Administrative Agents and the Group Revolving Credit Lenders (or such lesser notice if acceptable to the Group Administrative Agents and the Group Revolving Credit Lenders);
(v) the representations and warranties set forth in Article V of each Group Credit this Agreement and the applicable Group Credit Agreement(s) and the other applicable Group Loan Documents shall be true and correct in all material respects (except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date and (ii) that any representation or warranty that is qualified by “materiality” or “Material Adverse Effect” shall be true and correct in all respects);
(vi) the applicable Group Borrowers shall have reimbursed the applicable Group Administrative Agents and Group Revolving Credit Lenders for any amounts incurred (if any) as a result of such re-allocation pursuant to Article II and Article III of each applicable Group Credit Agreement;
(vii) the applicable Group Borrowers shall have each delivered a certification on the date of such re-allocation certifying as to clauses (iii) and (v) preceding as of such date;
(viii) such reallocation shall be permitted under all applicable law, including but not limited to the Communications Laws; and
(ix) the applicable Group Borrowers shall have reimbursed the applicable Group Administrative Agents in full in immediately available funds for all outstanding fees and expenses incurred by them in connection with such re-allocation, including attorneys’ fees costs and expenses incurred by counsel to the Administrative Agent in accordance with the terms of Section 10.04(a) of each of the Group Credit Agreements. Notwithstanding any provision herein or in any other Group Loan Document to the contrary, a reallocation pursuant to this Section 2.06(d) shall only be permitted if the Nexstar Borrower and each of the other applicable Group Borrowers requests such a reallocation in accordance with the terms of Section 2.06(d) of the applicable Group Credit Agreement, in each case on identical terms.
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Re-Allocation of Revolving Credit Commitments. The Borrower, together with the other applicable Group Borrowers, may request to reallocate the aggregate Group Revolving Credit Commitments under the Group Credit Agreements among the different Group Borrowers (including the allocation of the 2018 Revolving Credit Commitments and Group Revolving Credit Commitments that “Constitute Same Class With” the 2018 Revolving Credit Commitments and the allocation of the 2020 Revolving Credit Commitments and Group Revolving Credit Commitments that “Constitute Same Class With” the 2020 Revolving Credit Commitments) up to, but no more than, three times during the term of the Group Revolving Credit Facilities from and after the Closing Third Amendment Effective Date (excluding (x) the allocation by the Borrower to the Nexstar Borrower of all of the Revolving Credit Commitments outstanding hereunder immediately prior to the FourthThird Amendment Effective Date (which shall constitute 2018 Revolving Credit Commitments under the Nexstar Credit Agreement from and after the FourthThird Amendment Effective Date), which shall be deemed to occur concurrently with the FourthThird Amendment Effective Date, and (y) the allocation by the Nexstar Borrower to the Borrower of Revolving Credit Commitments to consummate the WPIX Acquisition and the Shield Acquisition), in each case, subject to the following terms and conditions:
(i) each Group Revolving Credit Lender shall have the same percentage of each tranche of Group Revolving Credit Commitment Commitments under each Group Credit Agreement (to the extent constituting the same Class with the applicable tranche of Revolving Credit Commitments hereunder) both before and after such re-allocation;
(ii) the aggregate Group Revolving Credit Commitments of such Class shall remain unchanged before and after such re-allocation;
(iii) there shall exist no Group Default under any this Agreement and the applicable Group Loan DocumentsCredit Agreement(s), in each case both before and after such re-allocation;
(iv) the Borrower and the other applicable Group Borrowers Borrower(s)shalls) shall have given no less than 20 10 days’ (or, in the case of a re-allocation from the Borrower to the Nexstar Borrower on the Fourth Amendment Effective Date, two Business Days’ ’) prior written notice of such proposed re-allocation to the applicable Group Administrative Agents and the Group Revolving Credit Lenders (or such lesser notice if acceptable to the Group Administrative Agents and the Group Revolving Credit Lenders);
(v) the representations and warranties set forth in Article V of each Group Credit this Agreement and the applicable Group Credit Agreement(s) and the other applicable Group Loan Documents shall be true and correct in all material respects (except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date and (ii) that any representation or warranty that is qualified by “materiality” or “Material Adverse Effect” shall be true and correct in all respects);
(vi) the applicable Group Borrowers shall have reimbursed the applicable Group Administrative Agents and Group Revolving Credit Lenders for any amounts incurred (if any) as a result of such re-allocation pursuant to Article II and Article III of each applicable Group Credit Agreement;
(vii) the applicable Group Borrowers shall have each delivered a certification on the date of such re-allocation certifying as to clauses (iii) and (v) preceding as of such date;
(viii) such reallocation shall be permitted under all applicable law, including but not limited to the Communications Laws; and
(ix) the applicable Group Borrowers shall have reimbursed the applicable Group Administrative Agents in full in immediately available funds for all outstanding fees and expenses incurred by them in connection with such re-allocation, including attorneys’ fees costs and expenses incurred by counsel to the Administrative Agent in accordance with the terms of Section 10.04(a) of each of the Group Credit Agreements. Notwithstanding any provision herein or in any other Group Loan Document to the contrary, a reallocation pursuant to this Section 2.06(d) shall only be permitted if the Nexstar Borrower and each of the other applicable Group Borrowers requests such a reallocation in accordance with the terms of Section 2.06(d) of the applicable Group Credit Agreement, in each case on identical terms.
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Re-Allocation of Revolving Credit Commitments. The Borrower, together with the other applicable Group Borrowers, may request to reallocate the aggregate Group Revolving Credit Commitments under the Group Credit Agreements among the different Group Borrowers up to, but no more than, three times during the term of the Group Revolving Credit Facilities from and after the Closing SecondThird Amendment Effective Date, in each case, subject to the following terms and conditions:
(i) each Group Revolving Credit Lender shall have the same percentage of each Group Revolving Credit Commitment under each Group Credit Agreement (to the extent constituting the same Class with the Revolving Credit Commitments hereunder) both before and after such re-allocation;
(ii) the aggregate Group Revolving Credit Commitments of such Class shall remain unchanged before and after such re-allocation;
(iii) there shall exist no Group Default under any this Agreement and the applicable Group Loan DocumentsCredit Agreement(s), in each case both before and after such re-allocation;
(iv) the Borrower and the other applicable Group Borrowers Borrower(s) shall have given no less than 20 Business Days’ prior written notice of such proposed re-allocation to the applicable Group Administrative Agents and the Group Revolving Credit Lenders (or such lesser notice if acceptable to the Group Administrative Agents and the Group Revolving Credit Lenders);
(v) the representations and warranties set forth in Article V of each Group Credit this Agreement and the applicable Group Credit Agreement(s) and the other applicable Group Loan Documents shall be true and correct in all material respects (except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date and (ii) that any representation or warranty that is qualified by “materiality” or “Material Adverse Effect” shall be true and correct in all respects);
(vi) the applicable Group Borrowers shall have reimbursed the applicable Group Administrative Agents and Group Revolving Credit Lenders for any amounts incurred (if any) as a result of such re-allocation pursuant to Article II and Article III of each applicable Group Credit Agreement;
(vii) the applicable Group Borrowers shall have each delivered a certification on the date of such re-allocation certifying as to clauses (iii) and (v) preceding as of such date;
(viii) such reallocation shall be permitted under all applicable law, including but not limited to the Communications Laws; and
(ix) the applicable Group Borrowers shall have reimbursed the applicable Group Administrative Agents in full in immediately available funds for all outstanding fees and expenses incurred by them in connection with such re-allocation, including attorneys’ fees costs and expenses incurred by counsel to the Administrative Agent in accordance with the terms of Section 10.04(a) of each of the Group Credit Agreements. Notwithstanding any provision herein or in any other Group Loan Document to the contrary, a reallocation pursuant to this Section 2.06(d) shall only be permitted if the Nexstar Borrower and each of the other applicable Group Borrowers requests such a reallocation in accordance with the terms of Section 2.06(d) of the applicable Group Credit Agreement, in each case on identical terms.
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Re-Allocation of Revolving Credit Commitments. The Borrower, together with the other applicable Group Borrowers, may request to reallocate the aggregate Group Revolving Credit Commitments under the Group Credit Agreements among the different Group Borrowers up to, but no more than, three times during the term of the Group Revolving Credit Facilities from and after the Closing Fifth Amendment Effective Date, in each case, subject to the following terms and conditions:
(i) each Group Revolving Credit Lender shall have the same percentage of each Group Revolving Credit Commitment under each Group Credit Agreement (to the extent constituting the same Class with the Revolving Credit Commitments hereunder) both before and after such re-allocation;
(ii) the aggregate Group Revolving Credit Commitments of such Class shall remain unchanged before and after such re-allocation;
(iii) there shall exist no Group Default under any this Agreement and the applicable Group Loan DocumentsCredit Agreement(s), in each case both before and after such re-allocation;
(iv) the Borrower and the other applicable Group Borrowers Borrower(s) shall have given no less than 20 Business Days10 days’ prior written notice of such proposed re-allocation to the applicable Group Administrative Agents and the Group Revolving Credit Lenders (or such lesser notice if acceptable to the Group Administrative Agents and the Group Revolving Credit Lenders);
(v) the representations and warranties set forth in Article V of each Group Credit this Agreement and the applicable Group Credit Agreement(s) and the other applicable Group Loan Documents shall be true and correct in all material respects (except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date and (ii) that any representation or warranty that is qualified by “materiality” or “Material Adverse Effect” shall be true and correct in all respects);
(vi) the applicable Group Borrowers shall have reimbursed the applicable Group Administrative Agents and Group Revolving Credit Lenders for any amounts incurred (if any) as a result of such re-allocation pursuant to Article II and Article III of each applicable Group Credit Agreement;
(vii) the applicable Group Borrowers shall have each delivered a certification on the date of such re-allocation certifying as to clauses (iii) and (v) preceding as of such date;
(viii) such reallocation shall be permitted under all applicable law, including but not limited to the Communications Laws; and
(ix) the applicable Group Borrowers shall have reimbursed the applicable Group Administrative Agents in full in immediately available funds for all outstanding fees and expenses incurred by them in connection with such re-allocation, including attorneys’ fees costs and expenses incurred by counsel to the Administrative Agent in accordance with the terms of Section 10.04(a) of each of the Group Credit Agreements. Notwithstanding any provision herein or in any other Group Loan Document to the contrary, a reallocation pursuant to this Section 2.06(d) shall only be permitted if the Nexstar Borrower and each of the other applicable Group Borrowers requests such a reallocation in accordance with the terms of Section 2.06(d) of the applicable Group Credit Agreement, in each case on identical terms.
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Re-Allocation of Revolving Credit Commitments. The Borrower, together with the other applicable Group Borrowers, may request to reallocate the aggregate Group Revolving Credit Commitments under the Group Credit Agreements among the different Group Borrowers (including the allocation of the 2018 Revolving Credit Commitments and Group Revolving Credit Commitments that “Constitute Same Class With” the 2018 Revolving Credit Commitments and the allocation of the 2020 Revolving Credit Commitments and Group Revolving Credit Commitments that “Constitute Same Class With” the 2020 Revolving Credit Commitments) up to, but no more than, three times during the term of the Group Revolving Credit Facilities from and after the Closing Third Amendment Effective Date (excluding (x) the allocation by the Borrower to the Nexstar Borrower of all of the Revolving Credit Commitments outstanding hereunder immediately prior to the Fourth Amendment Effective Date (which shall constitute 2018 Revolving Credit Commitments under the Nexstar Credit Agreement from and after the Fourth Amendment Effective Date), which shall be deemed to occur concurrently with the Fourth Amendment Effective Date, and (y) the allocation by the Nexstar Borrower to the Borrower of Revolving Credit Commitments to consummate the WPIX Acquisition and the Shield Acquisition), in each case, subject to the following terms and conditions:
(i) each Group Revolving Credit Lender shall have the same percentage of each tranche of Group Revolving Credit Commitment Commitments under each Group Credit Agreement (to the extent constituting the same Class with the applicable tranche of Revolving Credit Commitments hereunder) both before and after such re-allocation;
(ii) the aggregate Group Revolving Credit Commitments of such Class shall remain unchanged before and after such re-allocation;
(iii) there shall exist no Group Default under any this Agreement and the applicable Group Loan DocumentsCredit Agreement(s), in each case both before and after such re-allocation;
(iv) the Borrower and the other applicable Group Borrowers shall Borrower(s)shall have given no less than 20 Business Days10 days’ prior written notice of such proposed re-allocation to the applicable Group Administrative Agents and the Group Revolving Credit Lenders (or such lesser notice if acceptable to the Group Administrative Agents and the Group Revolving Credit Lenders);
(v) the representations and warranties set forth in Article V of each Group Credit this Agreement and the applicable Group Credit Agreement(s) and the other applicable Group Loan Documents shall be true and correct in all material respects (except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date and (ii) that any representation or warranty that is qualified by “materiality” or “Material Adverse Effect” shall be true and correct in all respects);
(vi) the applicable Group Borrowers shall have reimbursed the applicable Group Administrative Agents and Group Revolving Credit Lenders for any amounts incurred (if any) as a result of such re-allocation pursuant to Article II and Article III of each applicable Group Credit Agreement;
(vii) the applicable Group Borrowers shall have each delivered a certification on the date of such re-allocation certifying as to clauses (iii) and (v) preceding as of such date;
(viii) such reallocation shall be permitted under all applicable law, including but not limited to the Communications Laws; and
(ix) the applicable Group Borrowers shall have reimbursed the applicable Group Administrative Agents in full in immediately available funds for all outstanding fees and expenses incurred by them in connection with such re-allocation, including attorneys’ fees costs and expenses incurred by counsel to the Administrative Agent in accordance with the terms of Section 10.04(a) of each of the Group Credit Agreements. Notwithstanding any provision herein or in any other Group Loan Document to the contrary, a reallocation pursuant to this Section 2.06(d) shall only be permitted if the Nexstar Borrower and each of the other applicable Group Borrowers requests such a reallocation in accordance with the terms of Section 2.06(d) of the applicable Group Credit Agreement, in each case on identical terms.
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