Reallocation of Core Currency Commitments and Individual Currency Commitments. Notwithstanding anything to the contrary contained herein, provided that no Default exists or would exist immediately before or after giving effect thereto, the Company may at any time or from time to time, at the Company’s sole cost and expense, (i) request any Lender to reallocate a portion of its Core Currency Commitment to one or more of its existing Individual Currency Commitments or to one or more new Individual Currency Commitments, (ii) request any Lender to reallocate one or more of its Individual Currency Commitments to one or more of its existing Individual Currency Commitments or to one or more new Individual Currency Commitments or (iii) direct any Lender to reallocate one or more of its existing Individual Currency Commitments to its Core Currency Commitment by submitting a supplement to this Agreement to the Administrative Agent. If such supplement is in all respects reasonably satisfactory to it, each of the Administrative Agent, the Company and such Lender (provided that, in the case of a request pursuant to clause (i) or (ii) above, such Lender shall have consented to such request, such consent to be within the sole discretion of such Lender, and, in the case of a request pursuant to clause (iii) above, the amount of such Lender’s Core Currency Commitment when added to the aggregate amount of such Lender’s Individual Currency Commitments shall remain unchanged) shall execute a copy thereof and deliver a copy thereof to the Administrative Agent, the Company and such Lender. Upon execution and delivery of such supplement, (i) in the case of such Lender, the amount of such Lender’s reallocated Core Currency Commitment and Individual Currency Commitment(s) shall be as set forth in such supplement, (ii) in the event that a new Non-Core Currency has been added, the Individual Currency Rate and any other pertinent information relating to such Individual Currency Rate shall be as set forth in such supplement and (iii) in each case, the Core Currency Commitments and the Core Currency Applicable Percentages set forth on Schedule 2.01 and the Individual Currency Commitments set forth on Schedule 2.01 shall be adjusted accordingly by the Administrative Agent and a new Schedule 2.01 shall be distributed by the Administrative Agent to the Company (on behalf of all Borrowers) and each Lender; provided that: (A) immediately after giving effect thereto, the Aggregate Commitments shall not exceed $375,000,000, as such amount may be adjusted in accordance with this Section 2.06; (B) if any new Individual Currency Commitment has been added in a new Non-Core Currency, the Company shall specify in writing the Permitted Borrower(s) for such new Non-Core Currency and deliver an opinion of foreign local counsel to each such Permitted Borrower in all respects reasonably satisfactory to the Administrative Agent; (C) if, after giving effect to any such reallocation of the Core Currency Commitments, Committed Loans would be outstanding, then simultaneously with such reallocation (1) such Lender and each other Lender shall be deemed to have entered into a master assignment and assumption agreement, in form and substance substantially similar to Exhibit E-1, pursuant to which such Lender shall have assigned to or purchased from, as the case may be, each other Lender a portion of such other Lender’s Committed Loans necessary to reflect proportionately the Core Currency Commitments as reallocated in accordance with this subsection (C), and (2) in connection with such assignment, such Lender or each such other Lender, as the case may be, shall pay to the Administrative Agent, for the account of the other, such amount as shall be necessary to appropriately reflect the assignment to it of Committed Loans, and in connection with such master assignment such Lender and each such other Lender may treat the assignment of Committed Loans as a prepayment of such Committed Loans for purposes of Section 3.05; (D) if, after giving effect to any such reallocation of any Individual Currency Commitment in any Currency, Individual Currency Loans in such Currency would be outstanding, then simultaneously with such reallocation (1) such Lender and each other Lender having an Individual Currency Commitment in such Currency shall be deemed to have entered into a master assignment and assumption agreement, in form and substance substantially similar to Exhibit E-1 pursuant to which such Lender shall have assigned to or purchased from, as the case may be, each such other Lender a portion of such other Lender’s Individual Currency Loans in such Currency necessary to reflect proportionately the Individual Currency Commitments in such Currency as reallocated in accordance with this subsection (D), and (2) in connection with such assignment, such Lender or each such other Lender, as the case may be, shall pay to each other, for the account of the other, such amount as shall be necessary to appropriately reflect the assignment to it of Individual Currency Loans in such Currency, and in connection with such master assignment such Lender and each such other Lender may treat the assignment of Individual Currency Loans as a prepayment of such Individual Currency Loans for purposes of Section 3.05; and (E) the Administrative Agent shall have received such certificates, legal opinions and other items as it shall reasonably request in connection with such reallocation.
Appears in 2 contracts
Samples: Credit Agreement (Tiffany & Co), Five Year Credit Agreement (Tiffany & Co)
Reallocation of Core Currency Commitments and Individual Currency Commitments. Notwithstanding anything to the contrary contained herein, provided that no Default or Event of Default exists or would exist immediately before or after giving effect thereto, the Company Parent may at any time or from time to time, at the CompanyParent’s sole cost and expense, (i) request any Lender to reallocate a portion of its Core Currency Commitment to one or more of its existing Individual Currency Commitments or to one or more new Individual Currency Commitments, (ii) request any Lender to reallocate one or more of its Individual Currency Commitments to one or more of its existing Individual Currency Commitments or to one or more new Individual Currency Commitments or (iii) direct any Lender to reallocate one or more of its existing Individual Currency Commitments to its Core Currency Commitment by submitting a supplement to this Agreement to the Administrative Agent. If such supplement is in all respects reasonably satisfactory to it, each of the Administrative Agent, the Company Parent and such Lender (provided that, in the case of a request pursuant to clause (i) or (ii) above, such Lender shall have consented to such request, such consent to be within the sole discretion of such Lender, and, in the case of a request pursuant to clause (iii) above, the amount of such Lender’s Core Currency Commitment when added to the aggregate amount of such Lender’s Individual Currency Commitments shall remain unchanged) shall execute a copy thereof and deliver a copy thereof to the Administrative Agent, the Company Parent and such Lender. Upon execution and delivery of such supplement, (i) in the case of such Lender, the amount of such Lender’s reallocated Core Currency Commitment and Individual Currency Commitment(s) shall be as set forth in such supplement, (ii) in the event that a new Non-Core Currency has been added, the Individual Currency Rate and any other pertinent information relating to such Individual Currency Rate shall be as set forth in such supplement and (iii) in each case, the Core Currency Commitments and the Core Currency Applicable Commitment Percentages set forth on Schedule 2.01 in Exhibit A-1 and the Individual Currency Commitments set forth on Schedule 2.01 in Exhibit A-2 shall be adjusted accordingly by the Administrative Agent and a new Schedule 2.01 Exhibit A-1 and a new Exhibit A-2 shall be distributed by the Administrative Agent to the Company Parent (on behalf of all Borrowers) and each Lender; provided that:
(A) immediately after giving effect thereto, the Aggregate Commitments shall not exceed $375,000,000200,000,000, as such amount may be adjusted in accordance with this Section 2.062.7 or 3.8(b);
(B) if any new Individual Currency Commitment has been added in a new Non-Core Currency, the Company Parent shall specify in writing the Permitted Borrower(s) for such new Non-Core Currency and deliver an opinion of foreign local counsel to each such Permitted Borrower in all respects reasonably satisfactory to the Administrative Agent;
(C) if, after giving effect to any such reallocation of the Core Currency Commitments, Committed Revolving Loans would be outstanding, then simultaneously with such reallocation (1) such Lender and each other Lender shall be deemed to have entered into a master assignment and assumption agreement, in form and substance substantially similar to Exhibit E-1D, pursuant to which such Lender shall have assigned to or purchased from, as the case may be, each other Lender a portion of such other Lender’s Committed Revolving Loans necessary to reflect proportionately the Core Currency Commitments as reallocated in accordance with this subsection (Cd), and (2) in connection with such assignment, such Lender or each such other Lender, as the case may be, shall pay to the Administrative Agent, for the account of the other, such amount as shall be necessary to appropriately reflect the assignment to it of Committed Revolving Loans, and in connection with such master assignment such Lender and each such other Lender may treat the assignment of Committed Fixed Rate Loans as a prepayment of such Committed Fixed Rate Loans for purposes of Section 3.053.5;
(D) if, after giving effect to any such reallocation of any Individual Currency Commitment in any Currency, Individual Currency Loans in such Currency would be outstanding, then simultaneously with such reallocation (1) such Lender and each other Lender having an Individual Currency Commitment in such Currency shall be deemed to have entered into a master assignment and assumption agreement, in form and substance substantially similar to Exhibit E-1 D, pursuant to which such Lender shall have assigned to or purchased from, as the case may be, each such other Lender a portion of such other Lender’s Individual Currency Loans in such Currency necessary to reflect proportionately the Individual Currency Commitments in such Currency as reallocated in accordance with this subsection (Dd), and (2) in connection with such assignment, such Lender or each such other Lender, as the case may be, shall pay to each other, for the account of the other, such amount as shall be necessary to appropriately reflect the assignment to it of Individual Currency Loans in such Currency, and in connection with such master assignment such Lender and each such other Lender may treat the assignment of Individual Currency Fixed Rate Loans as a prepayment of such Individual Currency Fixed Rate Loans for purposes of Section 3.053.5; and
(E) the Administrative Agent shall have received such certificates, legal opinions and other items as it shall reasonably request in connection with such reallocation.
Appears in 2 contracts
Samples: Credit Agreement (Tiffany & Co), Credit Agreement (Tiffany & Co)
Reallocation of Core Currency Commitments and Individual Currency Commitments. Notwithstanding anything to the contrary contained herein, provided that no Default exists or would exist immediately before or after giving effect thereto, the Company may at any time or from time to time, at the Company’s sole cost and expense, (i) request any Lender to reallocate a portion of its Core Currency Commitment to one or more of its existing Individual Currency Commitments or to one or more new Individual Currency Commitments, (ii) request any Lender to reallocate one or more of its Individual Currency Commitments to one or more of its existing Individual Currency Commitments or to one or more new Individual Currency Commitments or (iii) direct any Lender to reallocate one or more of its existing Individual Currency Commitments to its Core Currency Commitment by submitting a supplement to this Agreement to the Administrative Agent. If such supplement is in all respects reasonably satisfactory to it, each of the Administrative Agent, the Company and such Lender (provided that, in the case of a request pursuant to clause (i) or (ii) above, such Lender shall have consented to such request, such consent to be within the sole discretion of such Lender, and, in the case of a request pursuant to clause (iii) above, the amount of such Lender’s Core Currency Commitment when added to the aggregate amount of such Lender’s Individual Currency Commitments shall remain unchanged) shall execute a copy thereof and deliver a copy thereof to the Administrative Agent, the Company and such Lender. Upon execution and delivery of such supplement, (i) in the case of such Lender, the amount of such Lender’s reallocated Core Currency Commitment and Individual Currency Commitment(s) shall be as set forth in such supplement, (ii) in the event that a new Non-Core Currency has been added, the Individual Currency Rate and any other pertinent information relating to such Individual Currency Rate shall be as set forth in such supplement and (iii) in each case, the Core Currency Commitments and the Core Currency Applicable Percentages set forth on Schedule 2.01 and the Individual Currency Commitments set forth on Schedule 2.01 shall be adjusted accordingly by the Administrative Agent and a new Schedule 2.01 shall be distributed by the Administrative Agent to the Company (on behalf of all Borrowers) and each Lender; provided that:
(Ai) immediately after giving effect thereto, the Aggregate Commitments shall not exceed $375,000,000750,000,000, as such amount may be adjusted in accordance with this Section 2.06;
(Bii) if any new Individual Currency Commitment has been added in a new Non-Core Currency, the Company shall specify in writing the Permitted Borrower(s) for such new Non-Core Currency and deliver an opinion of foreign local counsel to each such Permitted Borrower in all respects reasonably satisfactory to the Administrative Agent;
(Ciii) if, after giving effect to any such reallocation of the Core Currency Commitments, Committed Loans would be outstanding, then simultaneously with such reallocation (1A) such Lender and each other Lender shall be deemed to have entered into a master assignment and assumption agreement, in form and substance substantially similar to Exhibit E-1, pursuant to which such Lender shall have assigned to or purchased from, as the case may be, each other Lender a portion of such other Lender’s Committed Loans necessary to reflect proportionately the Core Currency Commitments as reallocated in accordance with this NYDOCS02/1167307 51 subsection (Ciii), and (2B) in connection with such assignment, such Lender or each such other Lender, as the case may be, shall pay to the Administrative Agent, for the account of the other, such amount as shall be necessary to appropriately reflect the assignment to it of Committed Loans, and in connection with such master assignment such Lender and each such other Lender may treat the assignment of Committed Loans as a prepayment of such Committed Loans for purposes of Section 3.05;
(Div) if, after giving effect to any such reallocation of any Individual Currency Commitment in any Currency, Individual Currency Loans in such Currency would be outstanding, then simultaneously with such reallocation (1A) such Lender and each other Lender having an Individual Currency Commitment in such Currency shall be deemed to have entered into a master assignment and assumption agreement, in form and substance substantially similar to Exhibit E-1 pursuant to which such Lender shall have assigned to or purchased from, as the case may be, each such other Lender a portion of such other Lender’s Individual Currency Loans in such Currency necessary to reflect proportionately the Individual Currency Commitments in such Currency as reallocated in accordance with this subsection (Div), and (2B) in connection with such assignment, such Lender or each such other Lender, as the case may be, shall pay to each other, for the account of the other, such amount as shall be necessary to appropriately reflect the assignment to it of Individual Currency Loans in such Currency, and in connection with such master assignment such Lender and each such other Lender may treat the assignment of Individual Currency Loans as a prepayment of such Individual Currency Loans for purposes of Section 3.05; and
(Ev) the Administrative Agent shall have received such certificates, legal opinions and other items as it shall reasonably request in connection with such reallocation.
Appears in 1 contract
Samples: Credit Agreement (Tiffany & Co)
Reallocation of Core Currency Commitments and Individual Currency Commitments. Notwithstanding anything to the contrary contained herein, provided that no Default exists or would exist immediately before or after giving effect thereto, the Company may at any time or from time to time, at the Company’s sole cost and expense, (i) request any Lender to reallocate a portion of its Core Currency Commitment to one or more of its existing Individual Currency Commitments or to one or more new Individual Currency Commitments, (ii) request any Lender to reallocate one or more of its Individual Currency Commitments to one or more of its existing Individual Currency Commitments or to one or more new Individual Currency Commitments or (iii) direct any Lender to reallocate one or more of its existing Individual Currency Commitments to its Core Currency Commitment by submitting a supplement to this Agreement to the Administrative Agent. If such supplement is in all respects reasonably satisfactory to it, each of the Administrative Agent, the Company and such Lender (provided that, in the case of a request pursuant to clause (i) or (ii) above, such Lender shall have consented to such request, such consent to be within the sole discretion of such Lender, and, in the case of a request pursuant to clause (iii) above, the amount of such Lender’s Core Currency Commitment when added to the aggregate amount of such Lender’s Individual Currency Commitments shall remain unchanged) shall execute a copy thereof and deliver a copy thereof to the Administrative Agent, the Company and such Lender. Upon execution and delivery of such supplement, (i) in the case of such Lender, the amount of such Lender’s reallocated Core Currency Commitment and Individual Currency Commitment(s) shall be as set forth in such supplement, (ii) in the event that a new Non-Core Currency has been added, the Individual Currency Rate and any other pertinent information relating to such Individual Currency Rate shall be as set forth in such supplement and (iii) in each case, the Core Currency Commitments and the Core Currency Applicable Percentages set forth on Schedule 2.01 and the Individual Currency Commitments set forth on Schedule 2.01 shall be adjusted accordingly by the Administrative Agent and a new Schedule 2.01 shall be distributed by the Administrative Agent to the Company (on behalf of all Borrowers) and each Lender; provided that:
(A) i. immediately after giving effect thereto, the Aggregate Commitments shall not exceed $375,000,000750,000,000, as such amount may be adjusted in accordance with this Section 2.06;
(B) ii. if any new Individual Currency Commitment has been added in a new Non-Core Currency, the Company shall specify in writing the Permitted Borrower(s) for such new Non-Core Currency and deliver an opinion of foreign local counsel to each such Permitted Borrower in all respects reasonably satisfactory to the Administrative Agent;
(C) iii. if, after giving effect to any such reallocation of the Core Currency Commitments, Committed Loans would be outstanding, then simultaneously with such reallocation (1A) such Lender and each other Lender shall be deemed to have entered into a master assignment and assumption agreement, in form and substance substantially similar to Exhibit E-1, pursuant to which such Lender shall have assigned to or purchased from, as the case may be, each other Lender a portion of such other Lender’s Committed Loans necessary to reflect proportionately the Core Currency Commitments as reallocated in accordance with this NYDOCS02/1167307 53 subsection (Ciii), and (2B) in connection with such assignment, such Lender or each such other Lender, as the case may be, shall pay to the Administrative Agent, for the account of the other, such amount as shall be necessary to appropriately reflect the assignment to it of Committed Loans, and in connection with such master assignment such Lender and each such other Lender may treat the assignment of Committed Loans as a prepayment of such Committed Loans for purposes of Section 3.05;
(D) iv. if, after giving effect to any such reallocation of any Individual Currency Commitment in any Currency, Individual Currency Loans in such Currency would be outstanding, then simultaneously with such reallocation (1A) such Lender and each other Lender having an Individual Currency Commitment in such Currency shall be deemed to have entered into a master assignment and assumption agreement, in form and substance substantially similar to Exhibit E-1 pursuant to which such Lender shall have assigned to or purchased from, as the case may be, each such other Lender a portion of such other Lender’s Individual Currency Loans in such Currency necessary to reflect proportionately the Individual Currency Commitments in such Currency as reallocated in accordance with this subsection (Div), and (2B) in connection with such assignment, such Lender or each such other Lender, as the case may be, shall pay to each other, for the account of the other, such amount as shall be necessary to appropriately reflect the assignment to it of Individual Currency Loans in such Currency, and in connection with such master assignment such Lender and each such other Lender may treat the assignment of Individual Currency Loans as a prepayment of such Individual Currency Loans for purposes of Section 3.05; and
(E) v. the Administrative Agent shall have received such certificates, legal opinions and other items as it shall reasonably request in connection with such reallocation.
Appears in 1 contract
Samples: Credit Agreement (Tiffany & Co)
Reallocation of Core Currency Commitments and Individual Currency Commitments. Notwithstanding anything to the contrary contained herein, provided that no Default or Event of Default exists or would exist immediately before or after giving effect thereto, the Company Parent may at any time or from time to time, at the CompanyParent’s sole cost and expense, (i) request any Lender to reallocate a portion of its Core Currency Commitment to one or more of its existing Individual Currency Commitments or to one or more new Individual Currency Commitments, (ii) request any Lender to reallocate one or more of its Individual Currency Commitments to one or more of its existing Individual Currency Commitments or to one or more new Individual Currency Commitments or (iii) direct any Lender to reallocate one or more of its existing Individual Currency Commitments to its Core Currency Commitment by submitting a supplement to this Agreement to the Administrative Agent. If such supplement is in all respects reasonably satisfactory to it, each of the Administrative Agent, the Company Parent and such Lender (provided that, in the case of a request pursuant to clause (i) or (ii) above, such Lender shall have consented to such request, such consent to be within the sole discretion of such Lender, and, in the case of a request pursuant to clause (iii) above, the amount of such Lender’s Core Currency Commitment when added to the aggregate amount of such Lender’s Individual Currency Commitments shall remain unchanged) shall execute a copy thereof and deliver a copy thereof to the Administrative Agent, the Company Parent and such Lender. Upon execution and delivery of such supplement, (i) in the case of such Lender, the amount of such Lender’s reallocated Core Currency Commitment and Individual Currency Commitment(s) shall be as set forth in such supplement, (ii) in the event that a new Non-Core Currency has been added, the Individual Currency Rate and any other pertinent information relating to such Individual Currency Rate shall be as set forth in such supplement and (iii) in each case, the Core Currency Commitments and the Core Currency Applicable Commitment Percentages set forth on Schedule 2.01 in Exhibit A-1 and the Individual Currency Commitments set forth on Schedule 2.01 in Exhibit A-2 shall be adjusted accordingly by the Administrative Agent and a new Schedule 2.01 Exhibit A-1 and a new Exhibit A-2 shall be distributed by the Administrative Agent to the Company Parent (on behalf of all Borrowers) and each Lender; provided that:
(A) immediately after giving effect thereto, the Aggregate Commitments shall not exceed $375,000,000400,000,000, as such amount may be adjusted in accordance with this Section 2.062.7 or 3.8(b);
(B) if any new Individual Currency Commitment has been added in a new Non-Core Currency, the Company Parent shall specify in writing the Permitted Borrower(s) for such new Non-Core Currency and deliver an opinion of foreign local counsel to each such Permitted Borrower in all respects reasonably satisfactory to the Administrative Agent;
(C) if, after giving effect to any such reallocation of the Core Currency Commitments, Committed Revolving Loans would be outstanding, then simultaneously with such reallocation (1) such Lender and each other Lender shall be deemed to have entered into a master assignment and assumption agreement, in form and substance substantially similar to Exhibit E-1D, pursuant to which such Lender shall have assigned to or purchased from, as the case may be, each other Lender a portion of such other Lender’s Committed Revolving Loans necessary to reflect proportionately the Core Currency Commitments as reallocated in accordance with this subsection (Cd), and (2) in connection with such assignment, such Lender or each such other Lender, as the case may be, shall pay to the Administrative Agent, for the account of the other, such amount as shall be necessary to appropriately reflect the assignment to it of Committed Revolving Loans, and in connection with such master assignment such Lender and each such other Lender may treat the assignment of Committed Fixed Rate Loans as a prepayment of such Committed Fixed Rate Loans for purposes of Section 3.053.5;
(D) if, after giving effect to any such reallocation of any Individual Currency Commitment in any Currency, Individual Currency Loans in such Currency would be outstanding, then simultaneously with such reallocation (1) such Lender and each other Lender having an Individual Currency Commitment in such Currency shall be deemed to have entered into a master assignment and assumption agreement, in form and substance substantially similar to Exhibit E-1 D, pursuant to which such Lender shall have assigned to or purchased from, as the case may be, each such other Lender a portion of such other Lender’s Individual Currency Loans in such Currency necessary to reflect proportionately the Individual Currency Commitments in such Currency as reallocated in accordance with this subsection (Dd), and (2) in connection with such assignment, such Lender or each such other Lender, as the case may be, shall pay to each other, for the account of the other, such amount as shall be necessary to appropriately reflect the assignment to it of Individual Currency Loans in such Currency, and in connection with such master assignment such Lender and each such other Lender may treat the assignment of Individual Currency Fixed Rate Loans as a prepayment of such Individual Currency Fixed Rate Loans for purposes of Section 3.053.5; and
(E) the Administrative Agent shall have received such certificates, legal opinions and other items as it shall reasonably request in connection with such reallocation.
Appears in 1 contract
Samples: Credit Agreement (Tiffany & Co)
Reallocation of Core Currency Commitments and Individual Currency Commitments. Notwithstanding anything to the contrary contained herein, provided that no Default or Event of Default exists or would exist immediately before or after giving effect thereto, the Company Parent may at any time or from time to time, at the CompanyParent’s sole cost and expense, (i) request any Lender to reallocate a portion of its Core Currency Commitment to one or more of its existing Individual Currency Commitments or to one or more new Individual Currency Commitments, (ii) request any Lender to reallocate one or more of its Individual Currency Commitments to one or more of its existing Individual Currency Commitments or to one or more new Individual Currency Commitments or (iii) direct any Lender to reallocate one or more of its existing Individual Currency Commitments to its Core Currency Commitment by submitting a supplement to this Agreement to the Administrative Agent. If such supplement is in all respects reasonably satisfactory to it, each of the Administrative Agent, the Company Parent and such Lender (provided that, in the case of a request pursuant to clause (i) or (ii) above, such Lender shall have consented to such request, such consent to be within the sole discretion of such Lender, and, in the case of a request pursuant to clause (iii) above, the amount of such Lender’s Core Currency Commitment when added to the aggregate amount of such Lender’s Individual Currency Commitments shall remain unchanged) shall execute a copy thereof and deliver a copy thereof to the Administrative Agent, the Company Parent and such Lender. Upon execution and delivery of such supplement, (i) in the case of such Lender, the amount of such Lender’s reallocated Core Currency Commitment and Individual Currency Commitment(s) shall be as set forth in such supplement, (ii) in the event that a new Non-Core Currency has been added, the Individual Currency Rate and any other pertinent information relating to such Individual Currency Rate shall be as set forth in such supplement and (iii) in each case, the Core Currency Commitments and the Core Currency Applicable Commitment Percentages set forth on Schedule 2.01 in Exhibit A-1 and the Individual Currency Commitments set forth on Schedule 2.01 in Exhibit A-2 shall be adjusted accordingly by the Administrative Agent and a new Schedule 2.01 Exhibit A-1 and a new Exhibit A-2 shall be distributed by the Administrative Agent to the Company Parent (on behalf of all Borrowers) and each Lender; provided that:
(A) immediately after giving effect thereto, the Aggregate Commitments shall not exceed $375,000,000300,000,000, as such amount may be adjusted in accordance with this Section 2.062.7;
(B) if any new Individual Currency Commitment has been added in a new Non-Core Currency, the Company Parent shall specify in writing the Permitted Borrower(s) for such new Non-Core Currency and deliver an opinion of foreign local counsel to each such Permitted Borrower in all respects reasonably satisfactory to the Administrative Agent;
(C) if, after giving effect to any such reallocation of the Core Currency Commitments, Committed Revolving Loans would be outstanding, then simultaneously with such reallocation (1) such Lender and each other Lender shall be deemed to have entered into a master assignment and assumption acceptance agreement, in form and substance substantially similar to Exhibit E-1D, pursuant to which such Lender shall have assigned to or purchased from, as the case may be, each other Lender a portion of such other Lender’s Committed Revolving Loans necessary to reflect proportionately the Core Currency Commitments as reallocated in accordance with this subsection (Cd), and (2) in connection with such assignment, such Lender or each such other Lender, as the case may be, shall pay to the Administrative Agent, for the account of the other, such amount as shall be necessary to appropriately reflect the assignment to it of Committed Revolving Loans, and in connection with such master assignment such Lender and each such other Lender may treat the assignment of Committed Fixed Rate Loans as a prepayment of such Committed Fixed Rate Loans for purposes of Section 3.053.5;
(D) if, after giving effect to any such reallocation of any Individual Currency Commitment in any Currency, Individual Currency Loans in such Currency would be outstanding, then simultaneously with such reallocation (1) such Lender and each other Lender having an Individual Currency Commitment in such Currency shall be deemed to have entered into a master assignment and assumption acceptance agreement, in form and substance substantially similar to Exhibit E-1 D, pursuant to which such Lender shall have assigned to or purchased from, as the case may be, each such other Lender a portion of such other Lender’s Individual Currency Loans in such Currency necessary to reflect proportionately the Individual Currency Commitments in such Currency as reallocated in accordance with this subsection (Dd), and (2) in connection with such assignment, such Lender or each such other Lender, as the case may be, shall pay to each other, for the account of the other, such amount as shall be necessary to appropriately reflect the assignment to it of Individual Currency Loans in such Currency, and in connection with such master assignment such Lender and each such other Lender may treat the assignment of Individual Currency Fixed Rate Loans as a prepayment of such Individual Currency Fixed Rate Loans for purposes of Section 3.053.5; and
(E) the Administrative Agent shall have received such certificates, legal opinions and other items as it shall reasonably request in connection with such reallocation.
Appears in 1 contract
Samples: Credit Agreement (Tiffany & Co)