Reduction in Commitments. (a) The Master Issuer may, upon three (3) Business Days’ notice to the Administrative Agent (who shall promptly notify the Trustee, the Control Party, each Funding Agent and each Investor), effect a permanent reduction in the Series 2021-1 Class A-1 Maximum Principal Amount and a corresponding reduction in each Commitment Amount and Maximum Investor Group Principal Amount on a pro rata basis; provided that (i) any such reduction will be limited to the undrawn portion of the Commitments, although any such reduction may be combined with a Voluntary Decrease effected pursuant to and in accordance with Section 2.2(b) of the Series 2021-1 Supplement, (ii) any such reduction must be in a minimum amount of $1,000,000, (iii) after giving effect to such reduction, the Series 2021-1 Class A-1 Maximum Principal Amount equals or exceeds $5,000,000, unless reduced to zero, and (iv) no such reduction shall be permitted if, after giving effect thereto, (x) the aggregate Commitment Amounts would be less than the Series 2021-1 Class A-1 Outstanding Principal Amount (excluding any Undrawn L/C Face Amounts with respect to which cash collateral is held by the L/C Provider pursuant to Section 4.03(b)) or (y) the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment. Any reduction made pursuant to this Section 2.05(a) shall be made ratably among the Investor Groups on the basis of their respective Maximum Investor Group Principal Amounts. (b) If any of the following events shall occur, then the Commitment Amounts shall be automatically reduced on the dates and in the amounts set forth below with respect to the applicable event and the other consequences set forth below with respect to the applicable event shall ensue (and the Master Issuer shall give the Trustee, the Control Party, each Funding Agent and the Administrative Agent prompt written notice thereof): (i) (A) if the Outstanding Principal Amount of the Series 2021-1 Class A-1 Notes has not been paid in full or otherwise refinanced in full (which refinancing may also include an extension thereof) by the Business Day immediately preceding the Series 2021-1 Class A-1 Anticipated Repayment Date, on such Business Day, (x) the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings shall be repaid in full with proceeds of Advances made on such date (and the Master Issuer shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made), and (y) the Swingline Commitment and the L/C Commitment shall both be automatically and permanently reduced to zero; and (B) upon a Series 2021-1 Class A-1 Notes Amortization Event, (x) the Commitments with respect to all undrawn Commitment Amounts shall automatically and permanently terminate and the corresponding portions of the Series 2021-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis) and (y) each payment of principal on the Series 2021-1 Class A-1 Outstanding Principal Amount occurring following such Series 2021-1 Class A-1 Notes Amortization Event shall result automatically and permanently in a dollar-for-dollar reduction of the Series 2021-1 Class A-1 Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis; (ii) if a Rapid Amortization Event occurs prior to the Series 2021-1 Class A-1 Anticipated Repayment Date, then (A) on the date such Rapid Amortization Event occurs, the Commitments with respect to all undrawn Commitment Amounts shall automatically terminate, which termination shall be deemed to have occurred immediately following the making of Advances pursuant to clause (B) below, and the corresponding portions of the Series 2021-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis); (B) no later than the second Business Day after the occurrence of such Rapid Amortization Event, the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings (to the extent not repaid pursuant to Section 2.08(a) or Section 4.03(b)) shall be repaid in full with proceeds of Advances (and the Master Issuer shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made) and the Swingline Commitment and the L/C Commitment shall be automatically reduced to zero and by such amount of Unreimbursed L/C Drawings, respectively; and (C) each payment of principal (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections 4.02(b), 4.03(a), 4.03(b) and 9.18(c)(ii)) on the Series 2021-1 Class A-1 Outstanding Principal Amount occurring on or after the date of such Rapid Amortization Event (excluding the repayment of any outstanding Swingline Loans and Unreimbursed L/C Drawings with proceeds of Advances pursuant to clause (B) above) shall result automatically in a dollar-for-dollar reduction of the Series 2021-1 Class A-1 Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis; provided that if such Rapid Amortization Event shall cease to be in effect pursuant to Section 9.1(e) of the Base Indenture, then the Commitments, Swingline Commitment, L/C Commitment, Series 2021-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be restored to the amounts in effect immediately prior to the occurrence of such Rapid Amortization Event; (iii) [Reserved]; (iv) if payments in connection with Indemnification, Asset Disposition and Insurance/Condemnation Payment Amounts are allocated to and deposited in the Series 2021-1 Class A-1 Distribution Account in accordance with Section 3.6(j) of the Series 2021-1 Supplement at a time when either (i) no Senior Notes other than Series 2021-1 Class A-1 Notes are Outstanding or (ii) if a Series 2021-1 Class A-1 Notes Amortization Period is continuing, then (x) the aggregate Commitment Amount shall be automatically and permanently reduced on the date of such deposit by an amount (the “Series 2021-1 Class A-1 Allocated Payment Reduction Amount”) equal to the amount of such deposit, and each Committed Note Purchaser’s Commitment Amount shall be reduced on a pro rata basis of such Series 2021-1 Class A-1 Allocated Payment Reduction Amount based on each Committed Note Purchaser’s Commitment Amount, (y) the corresponding portions of the Series 2021-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced on a pro rata basis based on each Investor Group’s Maximum Investor Group Principal Amount by a corresponding amount on such date (and, if after giving effect to such reduction the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment, then the aggregate amount of the Swingline Commitment and the L/C Commitment shall be reduced by the amount of such difference, with such reduction to be allocated between them in accordance with the written instructions of the Master Issuer delivered prior to such date; provided that after giving effect thereto the aggregate amount of the Swingline Loans and the L/C Obligations do not exceed the Swingline Commitment and the L/C Commitment, respectively, as so reduced; provided, further, that in the absence of such instructions, such reduction shall be allocated first to the Swingline Commitment and then to the L/C Commitment) and (z) the Series 2021-1 Class A-1 Outstanding Principal Amount shall be repaid or prepaid (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections 4.02(b), 4.03(a), 4.03(b) and 9.18(c)(ii)) in an aggregate amount equal to such Series 2021-1 Class A-1 Allocated Payment Reduction Amount on the date and in the order required by Section 3.6(j) of the Series 2021-1 Supplement; and (v) if any Event of Default shall occur and be continuing (and shall not have been waived in accordance with the Base Indenture) and as a result the payment of the Series 2021-1 Class A-1 Notes is accelerated pursuant to the terms of the Base Indenture (and such acceleration shall not have been rescinded in accordance with the Base Indenture), then in addition to the consequences set forth in clause (ii) above in respect of the Rapid Amortization Event resulting from such Event of Default, the Series 2021-1 Class A-1 Maximum Principal Amount, the Commitment Amounts, the Swingline Commitment, the L/C Commitment and the Maximum Investor Group Principal Amounts shall all be automatically and permanently reduced to zero upon such acceleration and the Master Issuer shall (in accordance with the Series 2021-1 Supplement) cause the Series 2021-1 Class A-1 Outstanding Principal Amount to be paid in full (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections 4.02(b), 4.03(a), 4.03(b) and 9.18(c)(ii)), together with accrued interest, Series 2021-1 Class A-1 Quarterly Commitment Fees, Series 2021-1 Class A-1 Notes Other Amounts and all other amounts then due and payable to the Lender Parties, the Administrative Agent and the Funding Agents under this Agreement and the other Related Documents and any unreimbursed Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate) subject to and in accordance with the Priority of Payments.

Appears in 2 contracts

Samples: Class a 1 Note Purchase Agreement (Wendy's Co), Class a 1 Note Purchase Agreement (Wendy's Co)

Reduction in Commitments. (a) The ~~Master Issuer~~ Co-Issuers may, upon at least three (3) Business Days’ notice to the Series 2021-1 Class A-1 Administrative Agent, the Indenture Trustee and each Funding Agent (~~who shall~~ which will promptly notify the ~~Trustee, the Control Party, each Funding Agent and each~~ related Investor), effect a permanent reduction in the Series 2021-1 Class A-1 Notes Maximum Principal Amount and a corresponding reduction in each Commitment Amount and Maximum Investor Group Principal Amount on a pro rata ~~basis~~basis according to the Maximum Investor Group Principal Amount of each Investor Group; provided that (i) any such reduction will be limited to the undrawn portion of the ~~Commitments, although~~ Commitments such that the Series 2021-1 Class A-1 Outstanding Principal Amount shall not exceed the Series 2021-1 Class A-1 Notes Maximum Principal Amount (after giving effect to any ~~such reduction may be combined with a~~ Voluntary Decrease effected pursuant to and in accordance with Section ~~2.2(b~~2.02(d) ~~of the Series 2021-1 Supplement~~on such date), (ii) any such reduction must be in a minimum amount of $~~1,000,000,~~ 1,000,000 and (iii) after giving effect to such reduction, the Series 2021-1 Class A-1 Notes Maximum Principal Amount equals or exceeds $5,000,000, unless reduced to zero, and (iv) no such reduction shall be permitted if, after giving effect thereto, (w) the aggregate L/C Commitments (after giving effect to any decrease thereof on such date) would exceed 10% of the Series 2021-1 Class A-1 Notes Maximum Principal Amount, (x) the aggregate Commitment Amounts would be less than the Series 2021-1 Class A-1 Outstanding Principal Amount (excluding any Undrawn L/C Face Amounts with respect to which cash collateral is held by the ~~L/C~~ Letter of Credit Provider pursuant to Section 4.03(b)) or (y) the aggregate Commitment Amounts would be less than the ~~sum of the Swingline Commitment and the~~ L/C Commitment~~. Any reduction made pursuant to this Section 2.05(a) shall be made ratably among the Investor Groups on the basis of their respective Maximum Investor Group Principal Amounts~~. (b) If any of the following events shall occur, then the Commitment Amounts shall be automatically and permanently reduced on the dates and in the amounts set forth below with respect to the applicable event and the other consequences set forth below with respect to the applicable event shall ensue (and the ~~Master Issuer~~ Co-Issuers shall give the Indenture Trustee~~, the Control Party~~, each Funding Agent and the Series 2021-1 Class A-1 Administrative Agent prompt written notice thereof): (i~~) (A~~) if the Outstanding Principal Amount of the Series 2021-1 Class A-1 Notes has not been paid in full or otherwise refinanced in full (which refinancing may also include an extension thereof) by the Business Day immediately preceding the Series 2021-1 Class A-1 Anticipated Repayment Date, (A) on such Business Day, (x) the principal amount of all then-outstanding ~~Swingline Loans and~~ Unreimbursed L/C Drawings shall be repaid in full with proceeds of Advances made on such date (and the ~~Master Issuer~~ Co-Issuers shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made), and (y) the ~~Swingline Commitment and the~~ L/C Commitment shall both be automatically and permanently reduced to zero; , and (B) ~~upon a Series 2021-1 Class A-1 Notes Amortization Event,~~ (x) all undrawn portions of the Commitments ~~with respect to all undrawn Commitment Amounts~~ shall automatically and permanently terminate and the corresponding portions of the Series 2021-1 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis) and (y) each payment of principal on the Series 2021-1 Class A-1 Outstanding Principal Amount occurring on or following such ~~Series 2021-1 Class A-1 Notes Amortization Event~~ Business Day (excluding the repayment of any Unreimbursed L/C Drawings with proceeds of Advances pursuant to clause (A) above) shall result automatically and permanently in a dollar-for-dollar reduction of the Series 2021-1 Class A-1 Notes Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis; (ii) if ~~a Rapid~~ an Amortization ~~Event occurs~~ Period has occurred and is continuing prior to the Series 2021-1 Class A-1 Anticipated Repayment Date, then (A) on the date such ~~Rapid~~ Amortization ~~Event~~ Period occurs, all undrawn portions of the Commitments ~~with respect to all undrawn Commitment Amounts~~ shall automatically ~~terminate, which termination shall~~ be ~~deemed~~ reduced to ~~have occurred immediately following the making of Advances pursuant to~~ zero (other than as set forth in clause (B)) ~~below~~for so long as such Amortization Period has occurred and is continuing, and the corresponding portions of the Series 2021-1 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis); ) and (B) no later than the second Business Day after the occurrence of such ~~Rapid~~ Amortization ~~Event~~Period, the principal amount of all then-outstanding ~~Swingline Loans and~~ Unreimbursed L/C Drawings (to the extent not ~~repaid pursuant to Section 2.08(a) or Section 4.03(b)~~otherwise repaid) shall be repaid in full with proceeds of Advances (and the ~~Master Issuer~~ Co-Issuers shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made) and the ~~Swingline Commitment and~~ all unused portions of the L/C Commitment ~~shall be automatically reduced to zero and by~~ (including such amount of Unreimbursed L/C ~~Drawings~~Drawings repaid by such Advances) shall be automatically reduced to zero, ~~respectively;~~ and (C) each payment of principal (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections ~~4.02(b)~~4.02, 4.03(a), 4.03(b) and 9.18(c)(ii)) on the Series 2021-1 Class A-1 Outstanding Principal Amount occurring on or after the date of on which such ~~Rapid~~ Amortization ~~Event~~ Period has occurred and is continuing (excluding the repayment of any ~~outstanding Swingline Loans and~~ Unreimbursed L/C Drawings with proceeds of Advances pursuant to clause (B) above) shall result automatically in a dollar-for-dollar reduction of the Series 2021-1 Class A-1 Notes Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis; ~~provided~~ provided, that if ~~such Rapid Amortization Event shall cease to be in effect pursuant to Section 9.1(e) of~~ the Base Indenture, then the Commitments, Swingline Commitment, L/C Commitment, Series 2021-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be restored to the amounts in effect immediately prior to the occurrence of such Rapid Amortization Event; (iii) [Reserved]; (iv) if payments in connection with Indemnification, Asset Disposition and Insurance/Condemnation Payment Amounts are allocated to and deposited in the Series 2021-1 Class A-1 Distribution Account in accordance with Section 3.6(j) of the Series 2021-1 Supplement at a time when either (i) no Senior Notes other than Series 2021-1 Class A-1 Notes are Outstanding or (ii) if a Series 2021-1 Class A-1 Notes Amortization Period is no longer continuing, ~~then (x)~~ the ~~aggregate Commitment Amount shall be automatically~~ Commitments and permanently reduced on the date of such deposit by an amount (the “Series 2021-1 Class A-1 Allocated Payment Reduction Amount”) equal to the amount of such deposit, and each Committed Note Purchaser’s Commitment Amount shall be reduced on a pro rata basis of such Series 2021-1 Class A-1 Allocated Payment Reduction Amount based on each Committed Note Purchaser’s Commitment Amount, (y) the corresponding portions of the Series 2021-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced on a pro rata basis based on each Investor Group’s Maximum Investor Group Principal Amount by a corresponding amount on such date (and, if after giving effect to such reduction the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment, then the aggregate amount of the Swingline Commitment and the L/C Commitment shall be restored to the full extent reduced pursuant to this subclause (ii) except to the extent voluntarily reduced by the amount of such difference, with such reduction to be allocated between them in accordance with the written instructions of the Master Issuer delivered prior to such date; provided that after giving effect thereto the aggregate amount of the Swingline Loans and the L/C Obligations do not exceed the Swingline Commitment and the L/C Commitment, respectively, as so reduced; provided, further, that in the absence of such instructions, such reduction shall be allocated first to the Swingline Commitment and then to the L/C Commitment) and (z) the Series 2021Co-~~1 Class A-1 Outstanding Principal Amount shall be repaid or prepaid (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts~~ Issuers pursuant to ~~Sections 4.02(b~~Section 2.05(a), 4.03(a), 4.03(b) and 9.18(c)(ii)) in an aggregate amount equal to such Series 2021-1 Class A-1 Allocated Payment Reduction Amount on the date and in the order required by Section 3.6(j) of the Series 2021-1 Supplement; and (viii) if any Event of Default shall occur and be continuing (and shall not have been waived in accordance with the ~~Base~~ Indenture~~) and as a result the payment of~~ ), the Series 2021-1 Class A-1 Notes is accelerated pursuant to the terms of the Base Indenture (and such acceleration shall not have been rescinded in accordance with the Base Indenture), then in addition to the consequences set forth in clause (ii) above in respect of the Rapid Amortization Event resulting from such Event of Default, the Series 2021-1 Class A-1 Maximum Principal Amount, the Commitment Amounts~~, the Swingline Commitment~~, the L/C Commitment and the Maximum Investor Group Principal Amounts shall all be automatically and permanently reduced to zero ~~upon~~ for so long as such ~~acceleration~~ Event of Default has occurred and is continuing and the ~~Master Issuer~~ Co-Issuers shall (in accordance with the ~~Series 2021-1 Supplement~~Indenture) cause the Series 2021-1 Class A-1 Outstanding Principal Amount to be paid in full (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections ~~4.02(b)~~4.02, 4.03(a), 4.03(b) and 9.18(c)(ii)), ) together with accrued interest, accrued Series 2021-1 Class A-1 ~~Quarterly~~ Undrawn Commitment Fees, Series 2021-1 Class A-1 Notes Other Amounts and all other amounts then due and payable to the ~~Lender Parties~~Investors, the Series 2021-1 Class A-1 Administrative Agent and the Funding Agents under this Agreement and the other ~~Related Documents and any unreimbursed Advances and Manager Advances (~~Transaction Documents, in each ~~case, with interest thereon at the Advance Interest Rate)~~ case subject to and in accordance with the provisions of the Indenture, including the Priority of Payments.

Appears in 2 contracts

Samples: Class a 1 Note Purchase Agreement (DigitalBridge Group, Inc.), Note Purchase Agreement (DigitalBridge Group, Inc.)

Reduction in Commitments. (a) The ~~Master Issuer~~ Co-Issuers may, upon three (3) Business Days’ notice to the Administrative Agent (who shall promptly notify the Trustee, the Control Party, each Funding Agent and each Investor), effect a permanent reduction in the Series 2021-1 Class A-1 Maximum Principal Amount and a corresponding reduction in each Commitment Amount and Maximum Investor Group Principal Amount on a pro rata basis; provided that (i) any such reduction will be limited to the undrawn portion of the Commitments, although any such reduction may be combined with a Voluntary Decrease effected pursuant to and in accordance with Section ~~2.2(b~~2.02(b) of the Series 2021-1 Supplement, (ii) any such reduction must be in a minimum amount of $~~1,000,000~~5,000,000, (iii) after giving effect to such reduction, the Series 2021-1 Class A-1 Maximum Principal Amount equals or exceeds $5,000,000, unless reduced to zero, and (iv) no such reduction shall be permitted if, after giving effect thereto, (x) the aggregate Commitment Amounts would be less than the Series 2021-1 Class A-1 Outstanding Principal Amount (excluding any Undrawn L/C Face Amounts with respect to which cash collateral is held by the L/C Provider pursuant to Section 4.03(b)) or (y) the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment. Any reduction made pursuant to this Section 2.05(a) shall be made ratably among the Investor Groups on the basis of their respective Maximum Investor Group Principal Amounts. (b) If any of the following events shall occur, then the Commitment Amounts shall be automatically reduced on the dates and in the amounts set forth below with respect to the applicable event and the other consequences set forth below with respect to the applicable event shall ensue (and the ~~Master Issuer~~ Co-Issuers shall give the Trustee, the Control Party, each Funding Agent and the Administrative Agent prompt written notice thereof): ~~(i)~~ (A) if the Outstanding Principal Amount of the Series 2021-1 Class A-1 Notes has not been paid in full or otherwise refinanced in full (which refinancing may also include an extension thereof) by the Business Day immediately preceding the Series 2021-1 Class A-1 ~~Anticipated Repayment~~ Senior Notes Renewal Date, on such Business Day, (x) the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings shall be repaid in full with proceeds of Advances made on such date (and the ~~Master Issuer~~ Co-Issuers shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made), and (y) the Swingline Commitment and the L/C Commitment shall both be automatically and permanently reduced to zero; and (B) upon a Series 2021-1 Class A-1 Senior Notes Amortization Event, (x) the Commitments with respect to all undrawn Commitment Amounts shall automatically and permanently terminate and the ~~corresponding portions of the Series 2021-1 Class A-1 Maximum Principal Amount and the~~ Maximum Investor Group Principal Amounts shall be automatically and permanently reduced by a corresponding amount ~~(with respect to the Maximum Investor Group Principal Amounts,~~ on a pro rata ~~basis)~~ basis and (y) each payment of principal on the Series 2021-1 Class A-1 Outstanding Principal Amount occurring following such Series 2021-1 Class A-1 Senior Notes Amortization Event shall result automatically and permanently in a dollar-for-dollar reduction of the Series 2021-1 Class A-1 Maximum Principal Amount and a corresponding reduction in each Commitment Amount and each Maximum Investor Group Principal Amount on a pro rata basis; (ii) if a Rapid Amortization Event occurs prior to the Series 2021-1 Class A-1 ~~Anticipated Repayment~~ Senior Notes Renewal Date, then (A) on the date such Rapid Amortization Event occurs, the Commitments with respect to all undrawn Commitment Amounts shall automatically terminate, which termination shall be deemed to have occurred immediately following the making of Advances pursuant to clause (B) below, and the ~~corresponding portions of the Series 2021-1 Class A-1 Maximum Principal Amount and the~~ Maximum Investor Group Principal Amounts shall be automatically reduced by a corresponding amount ~~(with respect to the Maximum Investor Group Principal Amounts,~~ on a pro rata basis); (B) no later than the second Business Day after the occurrence of such Rapid Amortization Event, the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings (to the extent not repaid pursuant to Section 2.08(a) or Section 4.03(b)) shall be repaid in full with proceeds of Advances (and the ~~Master Issuer~~ Co-Issuers shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made) and the Swingline Commitment shall be automatically reduced to zero and the L/C Commitment shall be automatically reduced ~~to zero and~~ by such amount of Unreimbursed L/C ~~Drawings, respectively~~Drawings repaid by such Advances; and (C) each payment of principal (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections Section 4.02(b), Section 4.03(a), Section 4.03(b) and Section 9.18(c)(ii)) on the Series 2021-1 Class A-1 Outstanding Principal Amount occurring on or after the date of such Rapid Amortization Event (excluding the repayment of any outstanding Swingline Loans and Unreimbursed L/C Drawings with proceeds of Advances pursuant to clause (B) above) shall result automatically in a dollar-for-dollar reduction of the Series 2021-1 Class A-1 Maximum Principal Amount and a corresponding reduction in each Commitment Amount and each Maximum Investor Group Principal Amount on a pro rata basis; provided that if such Rapid Amortization Event shall cease to be in effect pursuant to Section 9.1(e) of the Base Indenture, then the Commitments, Commitment Amounts, Swingline Commitment, L/C Commitment, Series 2021-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be restored to the amounts in effect immediately prior to the occurrence of such Rapid Amortization Event; (iii) ~~[Reserved]~~if a Change of Control occurs (unless the Control Party has provided its prior written consent thereto), then (A) on the date such Change of Control occurs, (x) all undrawn portions of the Commitments shall automatically and permanently terminate, which termination shall be deemed to have occurred immediately following the making of Advances pursuant to clause (B) below, and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced by a corresponding amount on a pro rata basis), (y) the Commitment Amounts shall automatically and permanently be reduced to zero, which reduction shall be deemed to have occurred immediately following the making of Advances pursuant to clause (B) below, and (z) the Swingline Commitment and the L/C Commitment shall both be automatically and permanently reduced to zero; (B) if the Series 2021-1 Prepayment Date specified in the applicable Prepayment Notice is scheduled to occur more than two Business Days after such occurrence, then no later than the second Business Day after the occurrence of such Change of Control, the principal amount of all then outstanding Swingline Loans and Unreimbursed L/C Drawings shall be repaid in full with proceeds of Advances (and the Co-Issuers shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made); and (C) on the Series 2021-1 Prepayment Date specified in the applicable Prepayment Notice, (x) the Commitment Amounts and the Maximum Investor Group Principal Amounts shall all be automatically and permanently reduced to zero, and (y) the Co-Issuers shall cause the Series 2021-1 Class A-1 Outstanding Principal Amount to be paid in full (or, in the case of any then-outstanding Undrawn L/C Face Amounts, to be fully cash collateralized pursuant to Section 4.02 or Section 4.03), together with accrued interest and fees and all other amounts then due and payable to the Lender Parties, the Administrative Agent and the Funding Agents under this Agreement and the other Related Documents and any unreimbursed Servicing Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate), subject to and in accordance with the Priority of Payments; (iv) if ~~payments in connection with Indemnification, Asset~~ Indemnification Payments or Real Estate Disposition ~~and Insurance/Condemnation Payment Amounts~~ Proceeds are allocated to and deposited in the Series 2021-1 Class A-1 Distribution Account in accordance with Section ~~3.6(j~~3.06(j) of the Series 2021-1 Supplement at a time when either (i) no Senior Notes other than Series 2021-1 Class A-1 Notes are Outstanding or (ii) if a Series 2021-1 Class A-1 Senior Notes Amortization Period is continuing, then ~~(x)~~ the ~~aggregate Commitment~~ Series 2021-1 Class A-1 Maximum Principal Amount shall be automatically and permanently reduced on the date of such deposit by an amount (the “Series 2021-1 Class A-1 Allocated Payment Reduction Amount”) equal to the amount of such deposit, and there shall be a corresponding reduction in each ~~Committed Note Purchaser’s~~ Commitment Amount ~~shall be reduced~~ and each Maximum Investor Group Principal Amount on a pro rata basis of such Series 2021-1 Class A-1 Allocated Payment Reduction Amount based on each Committed Note Purchaser’s Commitment Amount, (y) the corresponding portions of the Series 2021-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced on a pro rata basis based on each Investor Group’s Maximum Investor Group Principal Amount by a corresponding amount on such date (and, if after giving effect to such reduction the ~~aggregate Commitment Amounts~~ Series 2021-1 Class A-1 Maximum Principal Amount would be less than the sum of the Swingline Commitment and the L/C Commitment, then the aggregate amount of the Swingline Commitment and the L/C Commitment shall be reduced by the amount of such difference, with such reduction to be allocated between them in accordance with the written instructions of the ~~Master Issuer~~ Co-Issuers delivered prior to such date; provided that after giving effect thereto the aggregate amount of the Swingline Loans and the L/C Obligations do not exceed the Swingline Commitment and the L/C Commitment, respectively, as so reduced; provided, further, that in the absence of such instructions, such reduction shall be allocated first to the Swingline Commitment and then to the L/C Commitment) and ~~(z)~~ the Series 2021-1 Class A-1 Outstanding Principal Amount shall be repaid or prepaid (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections 4.02(b), 4.03(a), 4.03(b) and 9.18(c)(ii)) in an aggregate amount equal to such Series 2021-1 Class A-1 Allocated Payment Reduction Amount on the date and in the order required by Section ~~3.6(j~~3.06(j) of the Series 2021-1 Supplement; and (v) if any Event of Default shall occur and be continuing (and shall not have been waived in accordance with the Base Indenture) and as a result the payment of the Series 2021-1 Class A-1 Notes is accelerated pursuant to the terms of the Base Indenture (and such acceleration shall not have been rescinded in accordance with the Base Indenture), then in addition to the consequences set forth in clause (ii) above in respect of the Rapid Amortization Event resulting from such Event of Default, the ~~Series 2021-1 Class A-1 Maximum Principal Amount, the~~ Commitment Amounts, the Swingline Commitment, the L/C Commitment and the Maximum Investor Group Principal Amounts shall all be automatically and permanently reduced to zero upon such acceleration and the ~~Master Issuer~~ Co-Issuers shall cause (in accordance with the Series 2021-1 Supplement) ~~cause~~ the Series 2021-1 Class A-1 Outstanding Principal Amount to be paid in full (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections 4.02(b), 4.03(a), 4.03(b) and 9.18(c)(ii)), together with accrued interest, Series 2021-1 Class A-1 Quarterly Commitment Fees, Series 2021-1 Class A-1 ~~Notes~~ Other Amounts and all other amounts then due and payable to the Lender Parties, the Administrative Agent and the Funding Agents under this Agreement and the other Related Documents and any unreimbursed Servicing Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate) subject to and in accordance with the Priority of Payments.

Appears in 1 contract

Samples: Class a 1 Note Purchase Agreement (Dominos Pizza Inc)

Reduction in Commitments. (a) The ~~Master Issuer~~ Co-Issuers may, upon three (3) Business Days’ notice to the Administrative Agent (who shall promptly notify the Trustee, the Control Party, each Funding Agent and each Investor), effect a permanent reduction in the Series ~~2021~~2019-1 Class A-1 Maximum Principal Amount and a corresponding reduction in each Commitment Amount and Maximum Investor Group Principal Amount on a pro rata basis; provided that (i) any such reduction will be limited to the undrawn portion of the Commitments, although any such reduction may be combined with a Voluntary Decrease effected pursuant to and in accordance with Section ~~2.2(b~~2.02(b) of the Series ~~2021~~2019-1 Supplement, (ii) any such reduction must be in a minimum amount of $~~1,000,000~~5,000,000, (iii) after giving effect to such reduction, the Series ~~2021~~2019-1 Class A-1 Maximum Principal Amount equals or exceeds $5,000,000, unless reduced to zero, and (iv) no such reduction shall be permitted if, after giving effect thereto, (x) the aggregate Commitment Amounts would be less than the Series ~~2021~~2019-1 Class A-1 Outstanding Principal Amount (excluding any Undrawn L/C Face Amounts with respect to which cash collateral is held by the L/C Provider pursuant to Section 4.03(b)) or (y) the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment. Any reduction made pursuant to this Section 2.05(a) shall be made ratably among the Investor Groups on the basis of their respective Maximum Investor Group Principal Amounts. (b) If any of the following events shall occur, then the Commitment Amounts shall be automatically reduced on the dates and in the amounts set forth below with respect to the applicable event and the other consequences set forth below with respect to the applicable event shall ensue (and the ~~Master Issuer~~ Co-Issuers shall give the Trustee, the Control Party, each Funding Agent and the Administrative Agent prompt written notice thereof): (i) (A) if the Outstanding Principal Amount of the Series ~~2021~~2019-1 Class A-1 Notes has not been paid in full or otherwise refinanced in full (which refinancing may also include an extension thereof) by the Business Day immediately preceding the Series ~~2021~~2019-1 Class A-1 ~~Anticipated Repayment~~ Senior Notes Renewal Date, on such Business Day, (x) the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings shall be repaid in full with proceeds of Advances made on such date (and the ~~Master Issuer~~ Co-Issuers shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made), and (y) the Swingline Commitment and the L/C Commitment shall both be automatically and permanently reduced to zero; and (B) upon a Series ~~2021~~2019-1 Class A-1 Senior Notes Amortization Event, (x) the Commitments with respect to all undrawn Commitment Amounts shall automatically and permanently terminate and the ~~corresponding portions of the Series 2021-1 Class A-1 Maximum Principal Amount and the~~ Maximum Investor Group Principal Amounts shall be automatically and permanently reduced by a corresponding amount ~~(with respect to the Maximum Investor Group Principal Amounts,~~ on a pro rata ~~basis)~~ basis and (y) each payment of principal on the Series ~~2021~~2019-1 Class A-1 Outstanding Principal Amount occurring following such Series ~~2021~~2019-1 Class A-1 Senior Notes Amortization Event shall result automatically and permanently in a dollar-for-dollar reduction of the Series ~~2021~~2019-1 Class A-1 Maximum Principal Amount and a corresponding reduction in each Commitment Amount and each Maximum Investor Group Principal Amount on a pro rata basis; (ii) if a Rapid Amortization Event occurs prior to the Series ~~2021~~2019-1 Class A-1 ~~Anticipated Repayment~~ Senior Notes Renewal Date, then (A) on the date such Rapid Amortization Event occurs, the Commitments with respect to all undrawn Commitment Amounts shall automatically terminate, which termination shall be deemed to have occurred immediately following the making of Advances pursuant to clause (B) below, and the ~~corresponding portions of the Series 2021-1 Class A-1 Maximum Principal Amount and the~~ Maximum Investor Group Principal Amounts shall be automatically reduced by a corresponding amount ~~(with respect to the Maximum Investor Group Principal Amounts,~~ on a pro rata basis); (B) no later than the second Business Day after the occurrence of such Rapid Amortization Event, the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings (to the extent not repaid pursuant to Section 2.08(a) or Section 4.03(b)) shall be repaid in full with proceeds of Advances (and the ~~Master Issuer~~ Co-Issuers shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made) and the Swingline Commitment shall be automatically reduced to zero and the L/C Commitment shall be automatically reduced ~~to zero and~~ by such amount of Unreimbursed L/C ~~Drawings, respectively~~Drawings repaid by such Advances; and (C) each payment of principal (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections Section 4.02(b), Section 4.03(a), Section 4.03(b) and Section 9.18(c)(ii)) on the Series ~~2021~~2019-1 Class A-1 Outstanding Principal Amount occurring on or after the date of such Rapid Amortization Event (excluding the repayment of any outstanding Swingline Loans and Unreimbursed L/C Drawings with proceeds of Advances pursuant to clause (B) above) shall result automatically in a dollar-for-dollar reduction of the Series ~~2021~~2019-1 Class A-1 Maximum Principal Amount and a corresponding reduction in each Commitment Amount and each Maximum Investor Group Principal Amount on a pro rata basis; provided that if such Rapid Amortization Event shall cease to be in effect pursuant to Section 9.1(e) of the Base Indenture, then the Commitments, Commitment Amounts, Swingline Commitment, L/C Commitment, Series ~~2021~~2019-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be restored to the amounts in effect immediately prior to the occurrence of such Rapid Amortization Event; (iii) ~~[Reserved]~~if a Change of Control occurs (unless the Control Party has provided its prior written consent thereto), then (A) on the date such Change of Control occurs, (x) all undrawn portions of the Commitments shall automatically and permanently terminate, which termination shall be deemed to have occurred immediately following the making of Advances pursuant to clause (B) below, and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced by a corresponding amount on a pro rata basis), (y) the Commitment Amounts shall automatically and permanently be reduced to zero, which reduction shall be deemed to have occurred immediately following the making of Advances pursuant to clause (B) below, and (z) the Swingline Commitment and the L/C Commitment shall both be automatically and permanently reduced to zero; (B) if the Series 2019-1 Prepayment Date specified in the applicable Prepayment Notice is scheduled to occur more than two Business Days after such occurrence, then no later than the second Business Day after the occurrence of such Change of Control, the principal amount of all then outstanding Swingline Loans and Unreimbursed L/C Drawings shall be repaid in full with proceeds of Advances (and the Co-Issuers shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made); and (C) on the Series 2019-1 Prepayment Date specified in the applicable Prepayment Notice, (x) the Commitment Amounts and the Maximum Investor Group Principal Amounts shall all be automatically and permanently reduced to zero, and (y) the Co-Issuers shall cause the Series 2019-1 Class A-1 Outstanding Principal Amount to be paid in full (or, in the case of any then-outstanding Undrawn L/C Face Amounts, to be fully cash collateralized pursuant to Section 4.02 or Section 4.03), together with accrued interest and fees and all other amounts then due and payable to the Lender Parties, the Administrative Agent and the Funding Agents under this Agreement and the other Related Documents and any unreimbursed Servicing Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate), subject to and in accordance with the Priority of Payments; (iv) if ~~payments in connection with Indemnification, Asset~~ Indemnification Payments or Real Estate Disposition ~~and Insurance/Condemnation Payment Amounts~~ Proceeds are allocated to and deposited in the Series ~~2021~~2019-1 Class A-1 Distribution Account in accordance with Section ~~3.6(j~~3.06(j) of the Series ~~2021~~2019-1 Supplement at a time when either (i) no Senior Notes other than Series ~~2021~~2019-1 Class A-1 Notes are Outstanding or (ii) if a Series ~~2021~~2019-1 Class A-1 Senior Notes Amortization Period is continuing, then ~~(x)~~ the ~~aggregate Commitment~~ Series 2019-1 Class A-1 Maximum Principal Amount shall be automatically and permanently reduced on the date of such deposit by an amount (the “Series ~~2021~~2019-1 Class A-1 Allocated Payment Reduction Amount”) equal to the amount of such deposit, and there shall be a corresponding reduction in each ~~Committed Note Purchaser’s~~ Commitment Amount ~~shall be reduced~~ and each Maximum Investor Group Principal Amount on a pro rata basis of such Series 2021-1 Class A-1 Allocated Payment Reduction Amount based on each Committed Note Purchaser’s Commitment Amount, (y) the corresponding portions of the Series 2021-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced on a pro rata basis based on each Investor Group’s Maximum Investor Group Principal Amount by a corresponding amount on such date (and, if after giving effect to such reduction the ~~aggregate Commitment Amounts~~ Series 2019-1 Class A-1 Maximum Principal Amount would be less than the sum of the Swingline Commitment and the L/C Commitment, then the aggregate amount of the Swingline Commitment and the L/C Commitment shall be reduced by the amount of such difference, with such reduction to be allocated between them in accordance with the written instructions of the ~~Master Issuer~~ Co-Issuers delivered prior to such date; provided that after giving effect thereto the aggregate amount of the Swingline Loans and the L/C Obligations do not exceed the Swingline Commitment and the L/C Commitment, respectively, as so reduced; provided, further, that in the absence of such instructions, such reduction shall be allocated first to the Swingline Commitment and then to the L/C Commitment) and ~~(z)~~ the Series ~~2021~~2019-1 Class A-1 Outstanding Principal Amount shall be repaid or prepaid (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections 4.02(b), 4.03(a), 4.03(b) and 9.18(c)(ii)) in an aggregate amount equal to such Series ~~2021~~2019-1 Class A-1 Allocated Payment Reduction Amount on the date and in the order required by Section ~~3.6(j~~3.06(j) of the Series ~~2021~~2019-1 Supplement; and (v) if any Event of Default shall occur and be continuing (and shall not have been waived in accordance with the Base Indenture) and as a result the payment of the Series ~~2021~~2019-1 Class A-1 Notes is accelerated pursuant to the terms of the Base Indenture (and such acceleration shall not have been rescinded in accordance with the Base Indenture), then in addition to the consequences set forth in clause (ii) above in respect of the Rapid Amortization Event resulting from such Event of Default, the ~~Series 2021-1 Class A-1 Maximum Principal Amount, the~~ Commitment Amounts, the Swingline Commitment, the L/C Commitment and the Maximum Investor Group Principal Amounts shall all be automatically and permanently reduced to zero upon such acceleration and the ~~Master Issuer~~ Co-Issuers shall cause (in accordance with the Series ~~2021~~2019-1 Supplement) ~~cause~~ the Series ~~2021~~2019-1 Class A-1 Outstanding Principal Amount to be paid in full (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections 4.02(b), 4.03(a), 4.03(b) and 9.18(c)(ii)), together with accrued interest, Series ~~2021~~2019-1 Class A-1 Quarterly Commitment Fees, Series ~~2021~~2019-1 Class A-1 ~~Notes~~ Other Amounts and all other amounts then due and payable to the Lender Parties, the Administrative Agent and the Funding Agents under this Agreement and the other Related Documents and any unreimbursed Servicing Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate) subject to and in accordance with the Priority of Payments.

Appears in 1 contract

Samples: Note Purchase Agreement (Dominos Pizza Inc)

Reduction in Commitments. (a) The ~~Master Issuer~~ Co-Issuers may, upon at least three (3) Business Days’ notice to the Funding Administrative Agent (who shall promptly notify the other Administrative Agent, the Trustee, the Control Party, each Funding Agent and each Investor), effect a permanent reduction in the Series ~~2021~~2017-1 Class A-1 Notes Maximum Principal Amount and a corresponding reduction in each Commitment Amount and Maximum Investor Group Principal Amount on a pro rata basis; provided that (i) any such reduction will be limited to the undrawn portion of the Commitments, although any such reduction may be combined with a Voluntary Decrease effected pursuant to and in accordance with Section 2.2(b) of the Series ~~2021~~2017-1 Supplement, (ii) any such reduction must be in a minimum amount of $1,000,000, (iii) after giving effect to such reduction, the Series ~~2021~~2017-1 Class A-1 Notes Maximum Principal Amount equals or exceeds $5,000,000, unless reduced to zero, and (iv) no such reduction shall be permitted if, after giving effect thereto, (x) the aggregate Commitment Amounts would be less than the Series ~~2021~~2017-1 Class A-1 Outstanding Principal Amount (excluding any Undrawn L/C Face Amounts with respect to which cash collateral is held by the L/C Provider pursuant to Section 4.03(b)) or (y) the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment. Any reduction made pursuant to this Section 2.05(a) shall be made ratably among the Investor Groups on the basis of their respective Maximum Investor Group Principal Amounts. (b) If any of the following events shall occur, then the Commitment Amounts shall be automatically and permanently reduced on the dates and in the amounts set forth below with respect to the applicable event and the other consequences set forth below with respect to the applicable event shall ensue (and the ~~Master Issuer~~ Co-Issuers shall give the Trustee, the Control Party, each Funding Agent and ~~the~~ each Administrative Agent prompt written notice thereof): (i) ~~(A)~~ if the Outstanding Principal Amount of the Series ~~2021~~2017-1 Class A-1 Notes has not been paid in full or otherwise refinanced in full (which refinancing may also include an extension thereof) by the Business Day immediately preceding the ~~Series 2021-1~~ Class A-1 ~~Anticipated Repayment~~ Notes Renewal Date, (A) on such Business Day, (x) the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings shall be repaid in full with proceeds of Advances made on such date (and the ~~Master Issuer~~ Co-Issuers shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made), and (y) the Swingline Commitment and the L/C Commitment shall both be automatically and permanently reduced to ~~zero;~~ zero and (B) ~~upon a Series 2021-1 Class A-1 Notes Amortization Event,~~ (x) all undrawn portions of the Commitments ~~with respect to all undrawn Commitment Amounts~~ shall automatically and permanently terminate and the corresponding portions of the Series ~~2021~~2017-1 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis) and (y) each payment of principal on the Series ~~2021~~2017-1 Class A-1 Outstanding Principal Amount occurring on or following such ~~Series 2021-1 Class A-1 Notes Amortization Event~~ Business Day shall result automatically and permanently in a dollar-for-dollar reduction of the Series ~~2021~~2017-1 Class A-1 Notes Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis; (ii) if a Rapid Amortization Event (other than a Rapid Amortization Event triggered by an Event of Default) occurs and is continuing (and shall not have been waived as provided in the Base Indenture) prior to the ~~Series 2021-1~~ Class A-1 ~~Anticipated Repayment~~ Notes Renewal Date, then (A) on the date such Rapid Amortization Event occurs, (x) all undrawn portions of the Commitments ~~with respect to all undrawn Commitment Amounts~~ shall automatically and permanently terminate, which termination shall be deemed to have occurred immediately following the making of Advances pursuant to clause (B) below, and the corresponding portions of the Series ~~2021~~2017-1 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis); , (B) no later than the second Business Day after the occurrence of such Rapid Amortization Event, the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings ~~(to the extent not repaid pursuant to Section 2.08(a) or Section 4.03(b))~~ shall be repaid in full with proceeds of Advances (and the ~~Master Issuer~~ Co- Issuers shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made) and the Swingline Commitment shall be automatically reduced to zero and the L/C Commitment shall be automatically reduced ~~to zero~~ by the unused portion thereof and by such amount of Unreimbursed L/C ~~Drawings, respectively~~Drawings repaid by such Advances; and (C) each payment of principal (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections ~~4.02(b)~~4.02, 4.03(a), 4.03(b) and 9.18(c)(ii)) on the Series ~~2021~~2017-1 Class A-1 Outstanding Principal Amount occurring on or after the date of such Rapid Amortization Event (excluding the repayment of any outstanding Swingline Loans and Unreimbursed L/C Drawings with proceeds of Advances pursuant to clause (B) above) shall result automatically and permanently in a dollar-for-dollar reduction of the Series ~~2021~~2017-1 Class A-1 Notes Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis; provided ~~that~~ that, in each case, if ~~such~~ any Rapid Amortization Event occurring solely under clause (a) of the definition thereof shall cease to be in effect ~~pursuant to Section 9.1(e)~~ as a result of being waived in accordance with the Base Indenture, then the Commitments, Swingline Commitment, L/C Commitment, Series ~~2021~~2017-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be restored to the amounts in effect immediately prior to the occurrence of such Rapid Amortization Event; (iii) [~~Reserved~~Intentionally omitted]; (iv) if payments in connection with ~~Indemnification~~Indemnification Amounts, Release Prices, Asset Disposition Proceeds and Insurance/Condemnation ~~Payment Amounts~~ Proceeds are allocated to and deposited in the Series ~~2021~~2017-1 Class A-1 Distribution Account in accordance with Section ~~3.6(j~~3.6(i) of the Series ~~2021~~2017-1 Supplement at a time when either (i) no Senior Notes other than Series ~~2021~~2017-1 Class A-1 Notes are Outstanding or (ii) if a the Outstanding Principal Amount of the Series ~~2021~~2017-1 Class A-1 Notes ~~Amortization Period~~ has not been paid in full or otherwise refinanced in full (which refinancing may also include an extension thereof) by the Class A-1 Notes Renewal Date and such event is continuing, then (x) the aggregate Commitment Amount shall be automatically and permanently reduced on the date of such deposit by an amount (the “Series ~~2021~~2017-1 Class A-1 Allocated Payment Reduction Amount”) equal to the amount of such deposit, and each Committed Note Purchaser’s Commitment Amount shall be reduced on a pro rata basis of such Series ~~2021~~2017-1 Class A-1 Allocated Payment Reduction Amount based on each Committed Note Purchaser’s Commitment Amount, (y) the corresponding portions of the Series ~~2021~~2017-1 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced on a pro rata basis based on each Investor Group’s Maximum Investor Group Principal Amount by a corresponding amount on such date (and, if after giving effect to such reduction the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment, then the aggregate amount of the Swingline Commitment and the L/C Commitment shall be reduced by the amount of such difference, with such reduction to be allocated between them in accordance with the written instructions of the ~~Master Issuer~~ Co-Issuers delivered prior to such date; provided that after giving effect thereto the aggregate amount of the Swingline Loans and the L/C Obligations do not exceed the Swingline Commitment and the L/C Commitment, respectively, as so reduced; ~~provided, further,~~ provided further that in the absence of such instructions, such reduction shall be allocated first to the Swingline Commitment and then to the L/C Commitment) and (z) the Series ~~2021~~2017-1 Class A-1 Outstanding Principal Amount shall be repaid or prepaid (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections ~~4.02(b)~~4.02, 4.03(a), 4.03(b) and 9.18(c)(ii)) in an aggregate amount equal to such Series ~~2021~~2017-1 Class A-1 Allocated Payment Reduction Amount on the date and in the order required by Section 3.6(j) of the Series ~~2021~~2017-1 Supplement; and (v) if any Event of Default shall occur and be continuing (and shall not have been waived in accordance with the Base Indenture) and as a result the payment of the Series ~~2021~~2017-1 Class A-1 Notes is accelerated pursuant to the terms of the Base Indenture (and such acceleration shall not have been rescinded in accordance with the Base Indenture), ~~then in addition to the consequences set forth in clause (ii) above in respect of the Rapid Amortization Event resulting from such Event of Default,~~ the Series ~~2021~~2017-1 Class A-1 Notes Maximum Principal Amount, the Commitment Amounts, the Swingline Commitment, the L/C Commitment and the Maximum Investor Group Principal Amounts shall all be automatically and permanently reduced to zero upon such acceleration and the ~~Master Issuer~~ Co-Issuers shall (in accordance with the Series ~~2021~~2017-1 Supplement) cause the Series ~~2021~~2017-1 Class A-1 Outstanding Principal Amount to be paid in full (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections ~~4.02(b)~~4.02, 4.03(a), 4.03(b) and 9.18(c)(ii)), ) together with accrued interest, Series ~~2021~~2017-1 Class A-1 Notes Quarterly Commitment ~~Fees~~Fees Amounts payable pursuant to the Series 2017-1 Supplement, Series ~~2021~~2017-1 Class A-1 Notes Other Amounts and all other amounts then due and payable to the Lender Parties, the Administrative ~~Agent~~ Agents and the Funding Agents under this Agreement and the other ~~Related~~ Transaction Documents and any unreimbursed ~~Advances~~ Debt Service Advance, Collateral Protection Advance and Manager ~~Advances~~ Advance (in each case, with interest thereon at the Advance Interest Rate) ), in each case subject to and in accordance with the provisions of the Base Indenture, including the Priority of Payments.

Appears in 1 contract

Samples: Class a 1 Note Purchase Agreement (Jay Merger Sub, Inc.)

Reduction in Commitments. (a) The Master Issuer may, upon three (3) Business Days’ notice to the Administrative Agent (who shall promptly notify the Trustee, the Control Party, each Funding Agent and each Investor), effect a permanent reduction in the Series ~~2021~~2022-1 Class A-1 Notes Maximum Principal Amount and a corresponding reduction in each Commitment Amount and Maximum Investor Group Principal Amount on a pro rata basis; provided that (i) any such reduction will be limited to the undrawn portion of the Commitments, although any such reduction may be combined with a Voluntary Decrease effected pursuant to and in accordance with Section 2.2(b) of the Series ~~2021~~2022-1 Supplement, (ii) any such reduction must be in a minimum amount of $1,000,000, (iii) after giving effect to such reduction, the Series ~~2021~~2022-1 Class A-1 Notes Maximum Principal Amount equals or exceeds $5,000,000, unless reduced to zero, and (iv) no such reduction shall be permitted if, after giving effect thereto, (x) the aggregate Commitment Amounts would be less than the Series ~~2021~~2022-1 Class A-1 Outstanding Principal Amount (excluding any Undrawn L/C Face Amounts with respect to which cash collateral is held by the L/C Provider pursuant to Section 4.03(b)) or (y) the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment. Any reduction made pursuant to this Section 2.05(a) shall be made ratably among the Investor Groups on the basis of their respective Maximum Investor Group Principal Amounts. (b) If any of the following events shall occur, then the Commitment Amounts shall be automatically reduced on the dates and in the amounts set forth below with respect to the applicable event and the other consequences set forth below with respect to the applicable event shall ensue (and the Master Issuer shall give the Trustee, the Control Party, each Funding Agent and the Administrative Agent prompt written notice thereof): (i) (A) if the Outstanding Principal Amount of the Series ~~2021~~2022-1 Class A-1 Notes has not been paid in full or otherwise refinanced in full (which refinancing may also include an extension thereof) by the ~~Business Day immediately preceding the~~ Series ~~2021~~2022-1 Class A-1 ~~Anticipated Repayment~~ Notes Renewal Date, on such ~~Business Day~~Series 2022-1 Class A-1 Notes Renewal Date, (x) the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings shall be repaid in full with proceeds of Advances made on such date (and the Master Issuer shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made), and (y) the Swingline Commitment and the L/C Commitment shall both be automatically and permanently reduced to zero; and (B) upon a Series ~~2021~~2022-1 Class A-1 Notes Amortization Event, (x) the Commitments with respect to all undrawn Commitment Amounts shall automatically and permanently terminate and the corresponding portions of the Series ~~2021~~2022-1 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis) and (y) each payment of principal on the Series ~~2021~~2022-1 Class A-1 Outstanding Principal Amount occurring following such Series ~~2021~~2022-1 Class A-1 Notes Amortization Event shall result automatically and permanently in a dollar-for-dollar reduction of the Series ~~2021~~2022-1 Class A-1 Notes Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis; (ii) if a Rapid Amortization Event occurs prior to the Series ~~2021~~2022-1 Class A-1 ~~Anticipated Repayment~~ Notes Renewal Date, then (A) on the date such Rapid Amortization Event occurs, the Commitments with respect to all undrawn Commitment Amounts shall automatically terminate, which termination shall be deemed to have occurred immediately following the making of Advances pursuant to clause (B) below, and the corresponding portions of the Series ~~2021~~2022-1 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis); (B) no later than the second Business Day after the occurrence of such Rapid Amortization Event, the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings (to the extent not repaid pursuant to Section 2.08(a) or Section 4.03(b)) shall be repaid in full with proceeds of Advances (and the Master Issuer shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made) and the Swingline Commitment and the L/C Commitment shall be automatically reduced to zero and by such amount of Unreimbursed L/C Drawings, respectively; and (C) each payment of principal (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections 4.02(b), 4.03(a), 4.03(b) and 9.18(c)(ii)) on the Series ~~2021~~2022-1 Class A-1 Outstanding Principal Amount occurring on or after the date of such Rapid Amortization Event (excluding the repayment of any outstanding Swingline Loans and Unreimbursed L/C Drawings with proceeds of Advances pursuant to clause (B) above) shall result automatically in a dollar-for-dollar reduction of the Series ~~2021~~2022-1 Class A-1 Notes Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis; provided that if such Rapid Amortization Event shall cease to be in effect pursuant to Section 9.1(e) of the Base Indenture, then the Commitments, Swingline Commitment, L/C Commitment, Series ~~2021~~2022-1 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be restored to the amounts in effect immediately prior to the occurrence of such Rapid Amortization Event; (iii) [Reserved]; (iv) if payments in connection with Indemnification, Asset Disposition and Insurance/Condemnation Payment Amounts are allocated to and deposited in the Series ~~2021~~2022-1 Class A-1 Distribution Account in accordance with Section 3.6(j) of the Series ~~2021~~2022-1 Supplement at a time when either (i) no Senior Notes other than Series ~~2021~~2022-1 Class A-1 Notes are Outstanding or (ii) if a Series ~~2021~~2022-1 Class A-1 Notes Amortization Period is continuing, then (x) the aggregate Commitment Amount shall be automatically and permanently reduced on the date of such deposit by an amount (the “Series ~~2021~~2022-1 Class A-1 Allocated Payment Reduction Amount”) equal to the amount of such deposit, and each Committed Note Purchaser’s Commitment Amount shall be reduced on a pro rata basis of such Series ~~2021~~2022-1 Class A-1 Allocated Payment Reduction Amount based on each Committed Note Purchaser’s Commitment Amount, (y) the corresponding portions of the Series ~~2021~~2022-1 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced on a pro rata basis based on each Investor Group’s Maximum Investor Group Principal Amount by a corresponding amount on such date (and, if after giving effect to such reduction the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment, then the aggregate amount of the Swingline Commitment and the L/C Commitment shall be reduced by the amount of such difference, with such reduction to be allocated between them in accordance with the written instructions of the Master Issuer delivered prior to such date; provided that after giving effect thereto the aggregate amount of the Swingline Loans and the L/C Obligations do not exceed the Swingline Commitment and the L/C Commitment, respectively, as so reduced; provided, further, that in the absence of such instructions, such reduction shall be allocated first to the Swingline Commitment and then to the L/C Commitment) and (z) the Series ~~2021~~2022-1 Class A-1 Outstanding Principal Amount shall be repaid or prepaid (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections 4.02(b), 4.03(a), 4.03(b) and 9.18(c)(ii)) in an aggregate amount equal to such Series ~~2021~~2022-1 Class A-1 Allocated Payment Reduction Amount on the date and in the order required by Section 3.6(j) of the Series ~~2021~~2022-1 Supplement; and (v) if any Event of Default shall occur and be continuing (and shall not have been waived in accordance with the Base Indenture) and as a result the payment of the Series ~~2021~~2022-1 Class A-1 Notes is accelerated pursuant to the terms of the Base Indenture (and such acceleration shall not have been rescinded in accordance with the Base Indenture), then in addition to the consequences set forth in clause (ii) above in respect of the Rapid Amortization Event resulting from such Event of Default, the Series ~~2021~~2022-1 Class A-1 Notes Maximum Principal Amount, the Commitment Amounts, the Swingline Commitment, the L/C Commitment and the Maximum Investor Group Principal Amounts shall all be automatically and permanently reduced to zero upon such acceleration and the Master Issuer shall (in accordance with the Series ~~2021~~2022-1 Supplement) cause the Series ~~2021~~2022-1 Class A-1 Outstanding Principal Amount to be paid in full (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections 4.02(b), 4.03(a), 4.03(b) and 9.18(c)(ii)), together with accrued interest, Series ~~2021~~2022-1 Class A-1 Quarterly Commitment Fees, Series ~~2021~~2022-1 Class A-1 Notes Other Amounts and all other amounts then due and payable to the Lender Parties, the Administrative Agent and the Funding Agents under this Agreement and the other Related Documents and any unreimbursed Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate) subject to and in accordance with the Priority of Payments.

Appears in 1 contract

Samples: Note Purchase Agreement (Planet Fitness, Inc.)

Reduction in Commitments. (a) The Master Issuer may, upon three (3) Business Days’ notice to the Administrative Agent (who shall promptly notify the Trustee, the Control Party, each Funding Agent and each Investor), effect a permanent reduction in the Series ~~2021~~2015-1 Class A-1 Maximum Principal Amount and a corresponding reduction in each Commitment Amount and Maximum Investor Group Principal Amount on a pro rata basis; provided that (i) any such reduction will be limited to the undrawn portion of the Commitments, although any such reduction may be combined with a Voluntary Decrease effected pursuant to and in accordance with Section 2.2(b) of the Series ~~2021~~2015-1 Supplement, (ii) any such reduction must be in a minimum amount of $1,000,000, (iii) after giving effect to such reduction, the Series ~~2021~~2015-1 Class A-1 Maximum Principal Amount equals or exceeds $5,000,000, unless reduced to zero, and (iv) no such reduction shall be permitted if, after giving effect thereto, (x) the aggregate Commitment Amounts would be less than the Series ~~2021~~2015-1 Class A-1 Outstanding Principal Amount (excluding any Undrawn L/C Face Amounts with respect to which cash collateral is held by the L/C Provider pursuant to Section 4.03(b)) or (y) the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment. Any reduction made pursuant to this Section 2.05(a) shall be made ratably among the Investor Groups on the basis of their respective Maximum Investor Group Principal Amounts. (b) If any of the following events shall occur, then the Commitment Amounts shall be automatically reduced on the dates and in the amounts set forth below with respect to the applicable event and the other consequences set forth below with respect to the applicable event shall ensue (and the Master Issuer shall give the Trustee, the Control Party, each Funding Agent and the Administrative Agent prompt written notice thereof): (i) (A) if the Outstanding Principal Amount of the Series ~~2021~~2015-1 Class A-1 Notes has not been paid in full or otherwise refinanced in full (which refinancing may also include an extension thereof) by the Business Day immediately preceding the Series ~~2021~~2015-1 Class A-1 ~~Anticipated Repayment~~ Notes Renewal Date, on such Business Day, (x) the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings shall be repaid in full with proceeds of Advances made on such date (and the Master Issuer shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made), and (y) the Swingline Commitment and the L/C Commitment shall both be automatically and permanently reduced to zero; and (B) upon a Series ~~2021~~2015-1 Class A-1 Notes Amortization Event, (x) the Commitments with respect to all undrawn Commitment Amounts shall automatically and permanently terminate and the corresponding portions of the Series ~~2021~~2015-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis) and (y) each payment of principal on the Series ~~2021~~2015-1 Class A-1 Outstanding Principal Amount occurring following such Series ~~2021~~2015-1 Class A-1 Notes Amortization Event shall result automatically and permanently in a dollar-for-dollar reduction of the Series ~~2021~~2015-1 Class A-1 Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis; (ii) if a Rapid Amortization Event occurs prior to the Series ~~2021~~2015-1 Class A-1 ~~Anticipated Repayment~~ Notes Renewal Date, then (A) on the date such Rapid Amortization Event occurs, the Commitments with respect to all undrawn Commitment Amounts shall automatically terminate, which termination shall be deemed to have occurred immediately following the making of Advances pursuant to clause (B) below, and the corresponding portions of the Series ~~2021~~2015-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis); (B) no later than the second Business Day after the occurrence of such Rapid Amortization Event, the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings (to the extent not repaid pursuant to Section 2.08(a) or Section 4.03(b)) shall be repaid in full with proceeds of Advances (and the Master Issuer shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made) and the Swingline Commitment and the L/C Commitment shall be automatically reduced to zero and by such amount of Unreimbursed L/C Drawings, respectively; and (C) each payment of principal (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections ~~4.02(b)~~4.02, 4.03(a), 4.03(b) and 9.18(c)(ii)) on the Series ~~2021~~2015-1 Class A-1 Outstanding Principal Amount occurring on or after the date of such Rapid Amortization Event (excluding the repayment of any outstanding Swingline Loans and Unreimbursed L/C Drawings with proceeds of Advances pursuant to clause (B) above) shall result automatically in a dollar-for-dollar reduction of the Series ~~2021~~2015-1 Class A-1 Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis; provided that if such Rapid Amortization Event shall cease to be in effect pursuant to Section 9.1(e) of the Base Indenture, then the Commitments, Swingline Commitment, L/C Commitment, Series ~~2021~~2015-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be restored to the amounts in effect immediately prior to the occurrence of such Rapid Amortization Event;. (iii) [Reserved]; (iv) if payments in connection with Indemnification, Asset Disposition and Insurance/Condemnation Payment Amounts are allocated to and deposited in the Series ~~2021~~2015-1 Class A-1 Distribution Account in accordance with Section 3.6(j) of the Series ~~2021~~2015-1 Supplement at a time when either (i) no Senior Notes other than Series ~~2021~~2015-1 Class A-1 Notes are Outstanding or (ii) if a Series ~~2021~~2015-1 Class A-1 Notes Amortization Period is continuing, then (x) the aggregate Commitment Amount shall be automatically and permanently reduced on the date of such deposit by an amount (the “Series ~~2021~~2015-1 Class A-1 Allocated Payment Reduction Amount”) equal to the amount of such deposit, and each Committed Note Purchaser’s Commitment Amount shall be reduced on a pro rata basis of such Series ~~2021~~2015-1 Class A-1 Allocated Payment Reduction Amount based on each Committed Note Purchaser’s Commitment Amount, (y) the corresponding portions of the Series ~~2021~~2015-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced on a pro rata basis based on each Investor Group’s Maximum Investor Group Principal Amount by a corresponding amount on such date (and, if after giving effect to such reduction the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment, then the aggregate amount of the Swingline Commitment and the L/C Commitment shall be reduced by the amount of such difference, with such reduction to be allocated between them in accordance with the written instructions of the Master Issuer delivered prior to such date; provided that after giving effect thereto the aggregate amount of the Swingline Loans and the L/C Obligations do not exceed the Swingline Commitment and the L/C Commitment, respectively, as so reduced; ~~provided, further,~~ provided further that in the absence of such instructions, such reduction shall be allocated first to the Swingline Commitment and then to the L/C Commitment) and (z) the Series ~~2021~~2015-1 Class A-1 Outstanding Principal Amount shall be repaid or prepaid (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections ~~4.02(b)~~4.02, 4.03(a), 4.03(b) and 9.18(c)(ii)) in an aggregate amount equal to such Series ~~2021~~2015-1 Class A-1 Allocated Payment Reduction Amount on the date and in the order required by Section 3.6(j) of the Series ~~2021~~2015-1 Supplement; and (v) if any Event of Default shall occur and be continuing (and shall not have been waived in accordance with the Base Indenture) and as a result the payment of the Series ~~2021~~2015-1 Class A-1 Notes is accelerated pursuant to the terms of the Base Indenture (and such acceleration shall not have been rescinded in accordance with the Base Indenture), then in addition to the consequences set forth in clause (ii) above in respect of the Rapid Amortization Event resulting from such Event of Default, the Series ~~2021~~2015-1 Class A-1 Maximum Principal Amount, the Commitment Amounts, the Swingline Commitment, the L/C Commitment and the Maximum Investor Group Principal Amounts shall all be automatically and permanently reduced to zero upon such acceleration and the Master Issuer shall (in accordance with the Series ~~2021~~2015-1 Supplement) cause the Series ~~2021~~2015-1 Class A-1 Outstanding Principal Amount to be paid in full (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections ~~4.02(b)~~4.02, 4.03(a), 4.03(b) and 9.18(c)(ii)), ) together with accrued interest, Series ~~2021~~2015-1 Class A-1 Quarterly Commitment Fees, Series ~~2021~~2015-1 Class A-1 ~~Notes~~ Other Amounts and all other amounts then due and payable to the Lender Parties, the Administrative Agent and the Funding Agents under this Agreement and the other Related Documents and any unreimbursed Advances (as defined in the Indenture) of the Servicer and the Trustee and Manager Advances (in each case, with interest thereon at the Advance Interest Rate) subject to and in accordance with the Priority of Payments.

Appears in 1 contract

Samples: Note Purchase Agreement (Dunkin' Brands Group, Inc.)

Reduction in Commitments. (a) The Master Issuer may, upon three (3) Business Days’ notice to the Administrative Agent (who shall promptly notify the Trustee, the Control Party, each Funding Agent and each Investor), effect a permanent reduction in the Series ~~2021~~2022-1 Class A-1 Notes Maximum Principal Amount and a corresponding reduction in each Commitment Amount and Maximum Investor Group Principal Amount on a pro rata basis; provided that (i) any such reduction will be limited to the undrawn portion of the Commitments, although any such reduction may be combined with a Voluntary Decrease effected pursuant to and in accordance with Section ~~2.2(b~~2.02(b) of the Series ~~2021~~2022-1 Supplement, (ii) any such reduction must be in a minimum amount of $1,000,000, (iii) after giving effect to such reduction, the Series ~~2021~~2022-1 Class A-1 Notes Maximum Principal Amount equals or exceeds $5,000,000, unless reduced to zero, and (iv) no such reduction shall be permitted if, after giving effect thereto, (x) the aggregate Commitment Amounts would be less than the Series ~~2021~~2022-1 Class A-1 ~~Outstanding Principal~~ Notes Exposure Amount ~~(excluding any Undrawn L/C Face Amounts with respect to which cash collateral is held by the L/C Provider pursuant to Section 4.03(b))~~ or (y) the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment. Any reduction made pursuant to this Section 2.05(a) shall be made ratably among the Investor Groups on the basis of their respective Maximum Investor Group Principal Amounts. (b) If any of the following events shall occur, then the Commitment Amounts shall be automatically reduced on the dates and in the amounts set forth below with respect to the applicable event and the other consequences set forth below with respect to the applicable event shall ensue (and the Master Issuer shall give the Trustee, the Control Party, each Funding Agent and the Administrative Agent prompt written notice thereof): (i) (A) if the Outstanding Principal Amount of the Series ~~2021~~2022-1 Class A-1 Notes has not been paid in full or otherwise refinanced in full (which refinancing may also include an extension thereof) by the Business Day immediately preceding the Series ~~2021~~2022-1 Class A-1 ~~Anticipated Repayment~~ Notes Renewal Date, on such Business Day, (x) the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings shall be repaid in full with proceeds of Advances made on such date (and the Master Issuer shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made), and (y) the Swingline Commitment and the L/C Commitment shall both be automatically and permanently reduced to zero; and (B) upon a Series ~~2021~~2022-1 Class A-1 Notes Amortization Event, (x) the Commitments with respect to all undrawn Commitment Amounts shall automatically and permanently terminate and the corresponding portions of the Series ~~2021~~2022-1 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis) and (y) each payment of principal on the Series ~~2021~~2022-1 Class A-1 Outstanding Principal Amount occurring following such Series ~~2021~~2022-1 Class A-1 Notes Amortization Event shall result automatically and permanently in a dollar-for-dollar reduction of the Series ~~2021~~2022-1 Class A-1 Notes Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis; (ii) if a Rapid Amortization Event occurs prior to the Series ~~2021~~2022-1 Class A-1 ~~Anticipated Repayment~~ Notes Renewal Date, then (A) on the date such Rapid Amortization Event occurs, the Commitments with respect to all undrawn Commitment Amounts shall automatically terminate, which termination shall be deemed to have occurred immediately following the making of Advances pursuant to clause (B) below, and the corresponding portions of the Series ~~2021~~2022-1 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis); (B) no later than the second Business Day after the occurrence of such Rapid Amortization Event, the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings (to the extent not repaid pursuant to Section 2.08(a) or Section 4.03(b)) shall be repaid in full with proceeds of Advances (and the Master Issuer shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made) and the Swingline Commitment and the L/C Commitment shall be automatically reduced to zero and by such amount of Unreimbursed L/C Drawings, respectively; and (C) each payment of principal (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections 4.02(b), 4.03(a), 4.03(b) and 9.18(c)(ii)) on the Series ~~2021~~2022-1 Class A-1 Outstanding Principal Amount occurring on or after the date of such Rapid Amortization Event (excluding the repayment of any outstanding Swingline Loans and Unreimbursed L/C Drawings with proceeds of Advances pursuant to clause (B) above) shall result automatically in a dollar-for-dollar reduction of the Series ~~2021~~2022-1 Class A-1 Notes Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis; provided that if such Rapid Amortization Event shall cease to be in effect pursuant to Section ~~9.1(e~~9.01(b) of the Base Indenture, then the Commitments, Swingline Commitment, L/C Commitment, Series ~~2021~~2022-1 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be restored to the amounts in effect immediately prior to the occurrence of such Rapid Amortization Event; (iii) [Reserved]; (iv) if payments in connection with ~~Indemnification~~Indemnification Amounts, Asset Disposition ~~and~~ Proceeds or Insurance/Condemnation ~~Payment Amounts~~ Proceeds are allocated to and deposited in the Series ~~2021~~2022-1 Class A-1 Distribution Account in accordance with Section ~~3.6(j~~3.06(j) of the Series ~~2021~~2022-1 Supplement at a time when either (i) no Senior Notes other than Series ~~2021~~2022-1 Class A-1 Notes are Outstanding or (ii) if a Series ~~2021~~2022-1 Class A-1 Notes Amortization Period is continuing, then (x) the aggregate Commitment Amount shall be automatically and permanently reduced on the date of such deposit by an amount (the “Series ~~2021~~2022-1 Class A-1 Allocated Payment Reduction Amount”) equal to the amount of such deposit, and each Committed Note Purchaser’s Commitment Amount shall be reduced on a pro rata basis of such Series ~~2021~~2022-1 Class A-1 Allocated Payment Reduction Amount based on each Committed Note Purchaser’s Commitment Amount, (y) the corresponding portions of the Series ~~2021~~2022-1 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced on a pro rata basis based on each Investor Group’s Maximum Investor Group Principal Amount by a corresponding amount on such date (and, if after giving effect to such reduction the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment, then the aggregate amount of the Swingline Commitment and the L/C Commitment shall be reduced by the amount of such difference, with such reduction to be allocated between them in accordance with the written instructions of the Master Issuer delivered prior to such date; provided that after giving effect thereto the aggregate amount of the Swingline Loans and the L/C Obligations do not exceed the Swingline Commitment and the L/C Commitment, respectively, as so reduced; provided, further, that in the absence of such instructions, such reduction shall be allocated first to the Swingline Commitment and then to the L/C Commitment) and (z) the Series ~~2021~~2022-1 Class A-1 Outstanding Principal Amount shall be repaid or prepaid and the Series 2022-1 Class A-1 Notes Exposure Amounts to be reduced to zero (which, for the avoidance of doubt, shall ~~include~~ be accomplished by cash collateralization of Undrawn L/C Face Amounts pursuant to Sections 4.02(b), 4.03(a), 4.03(b) and 9.18(c)(ii)) in an aggregate amount equal to such Series ~~2021~~2022-1 Class A-1 Allocated Payment Reduction Amount on the date and in the order required by Section ~~3.6(j~~3.06(j) of the Series ~~2021~~2022-1 Supplement; and (v) if any Event of Default shall occur and be continuing (and shall not have been waived in accordance with the Base Indenture) and as a result the payment of the Series ~~2021~~2022-1 Class A-1 Notes is accelerated pursuant to the terms of the Base Indenture (and such acceleration shall not have been rescinded in accordance with the Base Indenture), then in addition to the consequences set forth in clause (ii) above in respect of the Rapid Amortization Event resulting from such Event of Default, the Series ~~2021~~2022-1 Class A-1 Notes Maximum Principal Amount, the Commitment Amounts, the Swingline Commitment, the L/C Commitment and the Maximum Investor Group Principal Amounts shall all be automatically and permanently reduced to zero upon such acceleration and the Master Issuer shall (in accordance with the Series ~~2021~~2022-1 Supplement) cause the Series ~~2021~~2022-1 Class A-1 Outstanding Principal Amount to be paid in full and the Series 2022-1 Class A-1 Notes Exposure Amounts to be reduced to zero (which, for the avoidance of doubt, shall ~~include~~ be accomplished by cash collateralization of Undrawn L/C Face Amounts pursuant to Sections 4.02(b), 4.03(a), 4.03(b) and 9.18(c)(ii)), together with accrued interest, Series ~~2021~~2022-1 Class A-1 Quarterly Commitment Fees, Series ~~2021~~2022-1 Class A-1 Notes Other Amounts and all other amounts then due and payable to the Lender Parties, the Administrative Agent and the Funding Agents under this Agreement and the other Related Documents and any unreimbursed Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate) subject to and in accordance with the Priority of Payments.

Appears in 1 contract

Samples: Class a 1 Note Purchase Agreement (Jack in the Box Inc)

Reduction in Commitments. (a) The Master Issuer may, upon three (3) Business Days’ notice to the Administrative Agent (who shall promptly notify the Trustee, the Control Party, each Funding Agent and each Investor), effect a permanent reduction in the Series ~~2021~~2018-1 Class A-1 Notes Maximum Principal Amount and a corresponding reduction in each Commitment Amount and Maximum Investor Group Principal Amount on a pro rata basis; provided that (i) any such reduction will be limited to the undrawn portion of the Commitments, although any such reduction may be combined with a Voluntary Decrease effected pursuant to and in accordance with Section 2.2(b) of the Series ~~2021~~2018-1 Supplement, (ii) any such reduction must be in a minimum amount of $1,000,000, (iii) after giving effect to such reduction, the Series ~~2021~~2018-1 Class A-1 Notes Maximum Principal Amount equals or exceeds $5,000,000, unless reduced to zero, and (iv) no such reduction shall be permitted if, after giving effect thereto, (x) the aggregate Commitment Amounts would be less than the Series ~~2021~~2018-1 Class A-1 Outstanding Principal Amount (excluding any Undrawn L/C Face Amounts with respect to which cash collateral is held by the L/C Provider pursuant to Section 4.03(b)) or (y) the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment. Any reduction made pursuant to this Section 2.05(a) shall be made ratably among the Investor Groups on the basis of their respective Maximum Investor Group Principal Amounts. (b) If any of the following events shall occur, then the Commitment Amounts shall be automatically reduced on the dates and in the amounts set forth below with respect to the applicable event and the other consequences set forth below with respect to the applicable event shall ensue (and the Master Issuer shall give the Trustee, the Control Party, each Funding Agent and the Administrative Agent prompt written notice thereof): (i) (A) if the Outstanding Principal Amount of the Series ~~2021~~2018-1 Class A-1 Notes has not been paid in full or otherwise refinanced in full (which refinancing may also include an extension thereof) by the ~~Business Day immediately preceding the~~ Series ~~2021~~2018-1 Class A-1 ~~Anticipated Repayment~~ Notes Renewal Date, on such ~~Business Day~~Series 2018-1 Class A-1 Notes Renewal Date, (x) the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings shall be repaid in full with proceeds of Advances made on such date (and the Master Issuer shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made), and (y) the Swingline Commitment and the L/C Commitment shall both be automatically and permanently reduced to zero; and (B) upon a Series ~~2021~~2018-1 Class A-1 Notes Amortization Event, (x) the Commitments with respect to all undrawn Commitment Amounts shall automatically and permanently terminate and the corresponding portions of the Series ~~2021~~2018-1 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis) and (y) each payment of principal on the Series ~~2021~~2018-1 Class A-1 Outstanding Principal Amount occurring following such Series ~~2021~~2018-1 Class A-1 Notes Amortization Event shall result automatically and permanently in a dollar-for-dollar reduction of the Series ~~2021~~2018-1 Class A-1 Notes Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis; (ii) if a Rapid Amortization Event occurs prior to the Series ~~2021~~2018-1 Class A-1 ~~Anticipated Repayment~~ Notes Renewal Date, then (A) on the date such Rapid Amortization Event occurs, the Commitments with respect to all undrawn Commitment Amounts shall automatically terminate, which termination shall be deemed to have occurred immediately following the making of Advances pursuant to clause (B) below, and the corresponding portions of the Series ~~2021~~2018-1 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis); (B) no later than the second Business Day after the occurrence of such Rapid Amortization Event, the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings (to the extent not repaid pursuant to Section 2.08(a) or Section 4.03(b)) shall be repaid in full with proceeds of Advances (and the Master Issuer shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made) and the Swingline Commitment and the L/C Commitment shall be automatically reduced to zero and by such amount of Unreimbursed L/C Drawings, respectively; and (C) each payment of principal (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections 4.02(b), 4.03(a), 4.03(b) and 9.18(c)(ii)) on the Series ~~2021~~2018-1 Class A-1 Outstanding Principal Amount occurring on or after the date of such Rapid Amortization Event (excluding the repayment of any outstanding Swingline Loans and Unreimbursed L/C Drawings with proceeds of Advances pursuant to clause (B) above) shall result automatically in a dollar-for-dollar reduction of the Series ~~2021~~2018-1 Class A-1 Notes Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis; provided that if such Rapid Amortization Event shall cease to be in effect pursuant to Section 9.1(e) of the Base Indenture, then the Commitments, Swingline Commitment, L/C Commitment, Series ~~2021~~2018-1 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be restored to the amounts in effect immediately prior to the occurrence of such Rapid Amortization Event; (iii) [Reserved]; (iv) if payments in connection with Indemnification, Asset Disposition and Insurance/Condemnation Payment Amounts are allocated to and deposited in the Series ~~2021~~2018-1 Class A-1 Distribution Account in accordance with Section 3.6(j) of the Series ~~2021~~2018-1 Supplement at a time when either (i) no Senior Notes other than Series ~~2021~~2018-1 Class A-1 Notes are Outstanding or (ii) if a Series ~~2021~~2018-1 Class A-1 Notes Amortization Period is continuing, then (x) the aggregate Commitment Amount shall be automatically and permanently reduced on the date of such deposit by an amount (the “Series ~~2021~~2018-1 Class A-1 Allocated Payment Reduction Amount”) equal to the amount of such deposit, and each Committed Note Purchaser’s Commitment Amount shall be reduced on a pro rata basis of such Series ~~2021~~2018-1 Class A-1 Allocated Payment Reduction Amount based on each Committed Note Purchaser’s Commitment Amount, (y) the corresponding portions of the Series ~~2021~~2018-1 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced on a pro rata basis based on each Investor Group’s Maximum Investor Group Principal Amount by a corresponding amount on such date (and, if after giving effect to such reduction the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment, then the aggregate amount of the Swingline Commitment and the L/C Commitment shall be reduced by the amount of such difference, with such reduction to be allocated between them in accordance with the written instructions of the Master Issuer delivered prior to such date; provided that after giving effect thereto the aggregate amount of the Swingline Loans and the L/C Obligations do not exceed the Swingline Commitment and the L/C Commitment, respectively, as so reduced; provided, further, that in the absence of such instructions, such reduction shall be allocated first to the Swingline Commitment and then to the L/C Commitment) and (z) the Series ~~2021~~2018-1 Class A-1 Outstanding Principal Amount shall be repaid or prepaid (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections 4.02(b), 4.03(a), 4.03(b) and 9.18(c)(ii)) in an aggregate amount equal to such Series ~~2021~~2018-1 Class A-1 Allocated Payment Reduction Amount on the date and in the order required by Section 3.6(j) of the Series ~~2021~~2018-1 Supplement; and (v) if any Event of Default shall occur and be continuing (and shall not have been waived in accordance with the Base Indenture) and as a result the payment of the Series ~~2021~~2018-1 Class A-1 Notes is accelerated pursuant to the terms of the Base Indenture (and such acceleration shall not have been rescinded in accordance with the Base Indenture), then in addition to the consequences set forth in clause (ii) above in respect of the Rapid Amortization Event resulting from such Event of Default, the Series ~~2021~~2018-1 Class A-1 Notes Maximum Principal Amount, the Commitment Amounts, the Swingline Commitment, the L/C Commitment and the Maximum Investor Group Principal Amounts shall all be automatically and permanently reduced to zero upon such acceleration and the Master Issuer shall (in accordance with the Series ~~2021~~2018-1 Supplement) cause the Series ~~2021~~2018-1 Class A-1 Outstanding Principal Amount to be paid in full (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections 4.02(b), 4.03(a), 4.03(b) and 9.18(c)(ii)), together with accrued interest, Series ~~2021~~2018-1 Class A-1 Quarterly Commitment Fees, Series ~~2021~~2018-1 Class A-1 Notes Other Amounts and all other amounts then due and payable to the Lender Parties, the Administrative Agent and the Funding Agents under this Agreement and the other Related Documents and any unreimbursed Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate) subject to and in accordance with the Priority of Payments.

Appears in 1 contract

Samples: Note Purchase Agreement (Planet Fitness, Inc.)

Reduction in Commitments. (a) The ~~Master Issuer~~ Co-Issuers may, upon at least three (3) Business Days’ notice to the Administrative Agent (who shall promptly notify the Trustee, the Control Party, each Funding Agent and each Investor), effect a permanent reduction in the Series ~~2021~~2024-1 Class A-1 Notes Maximum Principal Amount and a corresponding reduction in each Commitment Amount and Maximum Investor Group Principal Amount on a pro rata basis; provided that (i) any such reduction will be limited to the undrawn portion of the Commitments, although any such reduction may be combined with a Voluntary Decrease effected pursuant to and in accordance with Section 2.2(b) of the Series ~~2021~~2024-1 Supplement, (ii) any such reduction must be in a minimum amount of $1,000,000, unless the Series 2024-1 Class A-1 Notes Maximum Principal Amount is reduced to zero, (iii) after giving effect to such reduction, the Series ~~2021~~2024-1 Class A-1 Notes Maximum Principal Amount equals or exceeds $5,000,000, unless reduced to zero, and (iv) no such reduction shall be permitted if, after giving effect thereto, (x) the aggregate Commitment Amounts would be less than the Series ~~2021~~2024-1 Class A-1 Outstanding Principal Amount (excluding any Undrawn L/C Face Amounts with respect to which cash collateral is held by the L/C Provider pursuant to Section 4.03(b)) or (y) the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment. Any reduction made pursuant to this Section 2.05(a) shall be made ratably among the Investor Groups on the basis of their respective Maximum Investor Group Principal Amounts. (b) If any of the following events shall occur, then the Commitment Amounts shall be automatically and permanently reduced on the dates and in the amounts set forth below with respect to the applicable event and the other consequences set forth below with respect to the applicable event shall ensue (and the ~~Master Issuer~~ Co-Issuers shall give the Trustee, the Control Party, each Funding Agent and the Administrative Agent prompt written notice thereof): (i) ~~(A)~~ if the Outstanding Principal Amount of the Series ~~2021~~2024-1 Class A-1 Notes has not been paid in full or otherwise refinanced in full (which refinancing may also include an extension thereof) by the Business Day immediately preceding the Series ~~2021~~2024-1 Class A-1 ~~Anticipated Repayment~~ Notes Renewal Date, (A) on such Business Day, (x) the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings shall be repaid in full with proceeds of Advances made on such date (and the ~~Master~~ applicable Co-Issuer shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made), and (y) the Swingline Commitment and the L/C Commitment shall both be automatically and permanently reduced to ~~zero;~~ zero and (B) ~~upon a Series 2021-1 Class A-1 Notes Amortization Event,~~ (x) all undrawn portions of the Commitments ~~with respect to all undrawn Commitment Amounts~~ shall automatically and permanently terminate and the corresponding portions of the Series ~~2021~~2024-1 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis) and (y) each payment of principal on the Series ~~2021~~2024-1 Class A-1 Outstanding Principal Amount occurring on or following such ~~Series 2021-1 Class A-1 Notes Amortization Event~~ Business Day shall result automatically and permanently in a dollar-for-dollar reduction of the Series ~~2021~~2024-1 Class A-1 Notes Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis; (ii) if a Rapid Amortization Event occurs and is continuing (other than a Rapid Amortization Event triggered by an Event of Default that has occurred and is continuing and as a result of which the payment of the Series 2024-1 Class A-1 Notes is accelerated pursuant to the terms of the Base Indenture) (and shall not have been waived, or, in the case of clause (d) of the definition thereof, cured pursuant to Section 3.6(b) of the Series 2024-1 Supplement or any similar provision in any other applicable Series Supplement) prior to the Series ~~2021~~2024-1 Class A-1 ~~Anticipated Repayment~~ Notes Renewal Date, then (A) on the date such Rapid Amortization Event occurs, all undrawn portions of the Commitments ~~with respect to all undrawn Commitment Amounts~~ shall automatically and permanently terminate, which termination shall be deemed to have occurred immediately following the making of Advances pursuant to clause (B) below, and the corresponding portions of the Series ~~2021~~2024-1 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis); , (B) no later than the second Business Day after the occurrence of such Rapid Amortization Event, the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings ~~(to the extent not repaid pursuant to Section 2.08(a) or Section 4.03(b))~~ shall be repaid in full with proceeds of Advances (and the ~~Master~~ applicable Co-Issuer shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made) and the Swingline Commitment shall be automatically reduced to zero and the L/C Commitment shall be automatically reduced ~~to zero~~ by the unused portion thereof and by such amount of Unreimbursed L/C ~~Drawings, respectively~~Drawings repaid by such Advances; and (C) each payment of principal (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections ~~4.02(b)~~4.02, 4.03(a), 4.03(b) and 9.18(c)(ii)) on the Series ~~2021~~2024-1 Class A-1 Outstanding Principal Amount occurring on or after the date of such Rapid Amortization Event (excluding the repayment of any outstanding Swingline Loans and Unreimbursed L/C Drawings with proceeds of Advances pursuant to clause (B) above) shall result automatically and permanently in a dollar-for-dollar reduction of the Series ~~2021~~2024-1 Class A-1 Notes Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis; provided ~~that~~ that, in each case, if ~~such~~ any Rapid Amortization Event occurring solely under (1) clause (a) of the definition thereof shall cease to be in effect ~~pursuant to Section 9.1(e~~as a result of being waived in accordance with the Base Indenture or (2) clause (d) of the ~~Base Indenture~~definition thereof shall cease to be in effect as a result of being cured in accordance with the terms of Section 3.6(b) of the Series 2024-1 Supplement or any similar provision in any other applicable Series Supplement with respect to each Series of Notes at issue, then in either such case the Commitments, Swingline Commitment, L/C Commitment, Series ~~2021~~2024-1 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be restored to the amounts in effect immediately prior to the occurrence of such Rapid Amortization Event; (iii) [~~Reserved~~Intentionally omitted]; (iv) if payments in connection with ~~Indemnification~~Indemnification Amounts, Release Prices, Asset Disposition ~~and~~ Proceeds or Insurance/Condemnation ~~Payment Amounts~~ Proceeds are allocated to and deposited in the Series ~~2021~~2024-1 Class A-1 Distribution Account in accordance with Section 3.6(j) of the Series ~~2021~~2024-1 Supplement at a time when either (i) no Senior Notes other than Series ~~2021~~2024-1 Class A-1 Notes are Outstanding or (ii) if a the Outstanding Principal Amount of the Series ~~2021~~2024-1 Class A-1 Notes ~~Amortization Period~~ has not been paid in full or otherwise refinanced in full (which refinancing may also include an extension thereof) by the Series 2024-1 Class A-1 Notes Renewal Date and such event is continuing, then (x) the aggregate Commitment Amount shall be automatically and permanently reduced on the date of such deposit by an amount (the “Series ~~2021~~2024-1 Class A-1 Allocated Payment Reduction Amount”) equal to the amount of such deposit, and each Committed Note Purchaser’s Commitment Amount shall be reduced on a pro rata basis of such Series ~~2021~~2024-1 Class A-1 Allocated Payment Reduction Amount based on each Committed Note Purchaser’s Commitment Amount, (y) the corresponding portions of the Series ~~2021~~2024-1 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced on a pro rata basis based on each Investor Group’s Maximum Investor Group Principal Amount by a corresponding amount on such date (and, if after giving effect to such reduction the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment, then the aggregate amount of the Swingline Commitment and the L/C Commitment shall be reduced by the amount of such difference, with such reduction to be allocated between them in accordance with the written instructions of the ~~Master Issuer~~ Co-Issuers delivered prior to such date; provided that after giving effect thereto the aggregate amount of the Swingline Loans and the L/C Obligations do not exceed the Swingline Commitment and the L/C Commitment, respectively, as so reduced; provided, further, that in the absence of such instructions, such reduction shall be allocated first to the Swingline Commitment and then to the L/C Commitment) and (z) the Series ~~2021~~2024-1 Class A-1 Outstanding Principal Amount shall be repaid or prepaid (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections ~~4.02(b)~~4.02, 4.03(a), 4.03(b) and 9.18(c)(ii)) in an aggregate amount equal to such Series ~~2021~~2024-1 Class A-1 Allocated Payment Reduction Amount on the date and in the order required by Section 3.6(j) of the Series ~~2021~~2024-1 Supplement; and (v) if any Event of Default shall occur and be continuing (and shall not have been waived in accordance with the Base Indenture) and as a result the payment of the Series ~~2021~~2024-1 Class A-1 Notes is accelerated pursuant to the terms of the Base Indenture (and such acceleration shall not have been rescinded in accordance with the Base Indenture), then ~~in addition to the consequences set forth in clause (ii) above in respect of the Rapid Amortization Event resulting from such Event of Default,~~ the Series ~~2021~~2024-1 Class A-1 Notes Maximum Principal Amount, the Commitment Amounts, the Swingline Commitment, the L/C Commitment and the Maximum Investor Group Principal Amounts shall all be automatically and permanently reduced to zero upon such acceleration and the ~~Master Issuer~~ Co-Issuers shall (in accordance with the Series ~~2021~~2024-1 Supplement) cause the Series ~~2021~~2024-1 Class A-1 Outstanding Principal Amount to be paid in full (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections ~~4.02(b)~~4.02, 4.03(a), 4.03(b) and 9.18(c)(ii)), ) together with accrued interest, Series ~~2021~~2024-1 Class A-1 ~~Quarterly~~ Commitment ~~Fees~~Fees Amounts payable pursuant to the Series 2024-1 Supplement, amounts payable as “Class A-1 Notes Other Amounts” pursuant to the Series ~~2021~~2024-1 Supplement (“Series 2024-1 Class A-1 Notes Other ~~Amounts~~ Amounts”) and all other amounts then due and payable to the Lender Parties, the Administrative Agent and the Funding Agents under this Agreement and the other ~~Related~~ Transaction Documents and any unreimbursed ~~Advances~~ Debt Service Advance, Collateral Protection Advance and Manager ~~Advances~~ Advance (in each case, with interest thereon at the Advance Interest Rate) subject to and in accordance with the Priority of Payments.

Appears in 1 contract

Samples: Note Purchase Agreement (Driven Brands Holdings Inc.)

Reduction in Commitments. (a) The ~~Master Issuer~~ IssuerCo-Issuers may, upon at least three (3) Business Days’ notice to the Administrative Agent (who shall promptly notify the Trustee, the Control Party, each Funding Agent and each Investor), effect a permanent reduction in the Series ~~2021~~2019-1 3 Class A-1 Notes Maximum Principal Amount and a corresponding reduction in each Commitment Amount and Maximum Investor Group Principal Amount on a pro rata basis; provided that (i) any such reduction will be limited to the undrawn portion of the Commitments, although any such reduction may be combined with a Voluntary Decrease effected pursuant to and in accordance with Section 2.2(b) of the Series ~~2021~~2019-1 3 Supplement, (ii) any such reduction must be in a minimum amount of $1,000,000, (iii) after giving effect to such reduction, the Series ~~2021~~2019-1 3 Class A-1 Notes Maximum Principal Amount equals or exceeds $5,000,000, unless reduced to zero, and (iv) no such reduction shall be permitted if, after giving effect thereto, (x) the aggregate Commitment Amounts would be less than the Series ~~2021~~2019-1 3 Class A-1 Outstanding Principal Amount (excluding any Undrawn L/C Face Amounts with respect to which cash collateral is held by the L/C Provider pursuant to Section 4.03(b)) or (y) the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment. Any reduction made pursuant to this Section 2.05(a) shall be made ratably among the Investor Groups on the basis of their respective Maximum Investor Group Principal Amounts. (b) If any of the following events shall occur, then the Commitment Amounts shall be automatically and permanently reduced on the dates and in the amounts set forth below with respect to the applicable event and the other consequences set forth below with respect to the applicable event shall ensue (and the ~~Master Issuer~~ IssuerCo-Issuers shall give the Trustee, the Control Party, each Funding Agent and the Administrative Agent prompt written notice thereof): (i) ~~(A)~~ if the Outstanding Principal Amount of the Series ~~2021~~2019-1 3 Class A-1 Notes has not been paid in full or otherwise refinanced in full (which refinancing may also include an extension thereof) by the Business Day immediately preceding the ~~Series 2021-1~~ Class A-1 ~~Anticipated Repayment~~ Notes Renewal Date, (A) on such Business Day, (x) the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings shall be repaid in full with proceeds of Advances made on such date (and the ~~Master~~ applicable Co-Issuer shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made), and (y) the Swingline Commitment and the L/C Commitment shall both be automatically and permanently reduced to ~~zero;~~ zero and (B) ~~upon a Series 2021-1 Class A-1 Notes Amortization Event,~~ (x) all undrawn portions of the Commitments ~~with respect to all undrawn Commitment Amounts~~ shall automatically and permanently terminate and the corresponding portions of the Series ~~2021~~2019-1 3 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis) and (y) each payment of principal on the Series ~~2021~~2019-1 3 Class A-1 Outstanding Principal Amount occurring on or following such ~~Series 2021-1 Class A-1 Notes Amortization Event~~ Business Day shall result automatically and permanently in a dollar-for-dollar reduction of the Series ~~2021~~2019-1 3 Class A-1 Notes Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis; (ii) if a Rapid Amortization Event occurs and is continuing (other than a Rapid Amortization Event triggered by an Event of Default that is occurring continuing and as a result of which the payment of the Series 2019-3 Class A-1 Notes is accelerated pursuant to the terms of the Base Indenture) (and shall not have been waived as provided in the Base Indenture) prior to the ~~Series 2021-1~~ Class A-1 ~~Anticipated Repayment~~ Notes Renewal Date, then (A) on the date such Rapid Amortization Event occurs, all undrawn portions of the Commitments ~~with respect to all undrawn Commitment Amounts~~ shall automatically and permanently terminate, which termination shall be deemed to have occurred immediately following the making of Advances pursuant to clause (B) below, and the corresponding portions of the Series ~~2021~~2019-1 3 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis); , (B) no later than the second Business Day after the occurrence of such Rapid Amortization Event, the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings ~~(to the extent not repaid pursuant to Section 2.08(a) or Section 4.03(b))~~ shall be repaid in full with proceeds of Advances (and the ~~Master~~ applicable Co-Issuer shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made) and the Swingline Commitment shall be automatically reduced to zero and the L/C Commitment shall be automatically reduced ~~to zero~~ by the unused portion thereof and by such amount of Unreimbursed L/C ~~Drawings, respectively~~Drawings repaid by such Advances; and (C) each payment of principal (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections ~~4.02(b)~~4.02, 4.03(a), 4.03(b) and 9.18(c)(ii)) on the Series ~~2021~~2019-1 3 Class A-1 Outstanding Principal Amount occurring on or after the date of such Rapid Amortization Event (excluding the repayment of any outstanding Swingline Loans and Unreimbursed L/C Drawings with proceeds of Advances pursuant to clause (B) above) shall result automatically and permanently in a dollar-for-dollar reduction of the Series ~~2021~~2019-1 3 Class A-1 Notes Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis; provided ~~that~~ that, in each case, if ~~such~~ any Rapid Amortization Event occurring solely under clause (a) of the definition thereof shall cease to be in effect ~~pursuant to Section 9.1(e)~~ as a result of being waived in accordance with the Base ~~Indenture,~~ Indenture then the Commitments, Swingline Commitment, L/C Commitment, Series ~~2021~~2019-1 3 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be restored to the amounts in effect immediately prior to the occurrence of such Rapid Amortization Event; (iii) [~~Reserved~~Intentionally omitted]; (iv) if payments in connection with ~~Indemnification~~Indemnification Amounts, Release Prices, Asset Disposition ~~and~~ Proceeds or Insurance/Condemnation ~~Payment Amounts~~ Proceeds are allocated to and deposited in the Series ~~2021~~2019-1 3 Class A-1 Distribution Account in accordance with Section 3.6(j) of the Series ~~2021~~2019-1 3 Supplement at a time when either (i) no Senior Notes other than Series ~~2021~~2019-1 3 Class A-1 Notes are Outstanding or (ii) if a the Outstanding Principal Amount of the Series ~~2021~~2019-1 3 Class A-1 Notes ~~Amortization Period~~ has not been paid in full or otherwise refinanced in full (which refinancing may also include an extension thereof) by the Class A-1 Notes Renewal Date and such event is continuing, then (x) the aggregate Commitment Amount shall be automatically and permanently reduced on the date of such deposit by an amount (the “Series ~~2021~~2019-1 3 Class A-1 Allocated Payment Reduction Amount”) equal to the amount of such deposit, and each Committed Note Purchaser’s Commitment Amount shall be reduced on a pro rata basis of such Series ~~2021~~2019-1 3 Class A-1 Allocated Payment Reduction Amount based on each Committed Note Purchaser’s Commitment Amount, (y) the corresponding portions of the Series ~~2021~~2019-1 3 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced on a pro rata basis based on each Investor Group’s Maximum Investor Group Principal Amount by a corresponding amount on such date (and, if after giving effect to such reduction the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment, then the aggregate amount of the Swingline Commitment and the L/C Commitment shall be reduced by the amount of such difference, with such reduction to be allocated between them in accordance with the written instructions of the ~~Master Issuer~~ IssuerCo-Issuers delivered prior to such date; provided that after giving effect thereto the aggregate amount of the Swingline Loans and the L/C Obligations do not exceed the Swingline Commitment and the L/C Commitment, respectively, as so reduced; ~~provided, further,~~ provided further that in the absence of such instructions, such reduction shall be allocated first to the Swingline Commitment and then to the L/C Commitment) and (z) the Series ~~2021~~2019-1 3 Class A-1 Outstanding Principal Amount shall be repaid or prepaid (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections ~~4.02(b)~~4.02, 4.03(a), 4.03(b) and 9.18(c)(ii)) in an aggregate amount equal to such Series ~~2021~~2019-1 3 Class A-1 Allocated Payment Reduction Amount on the date and in the order required by Section 3.6(j) of the Series ~~2021~~2019-1 3 Supplement; and (v) if any Event of Default shall occur and be continuing (and shall not have been waived in accordance with the Base Indenture) and as a result the payment of the Series ~~2021~~2019-1 3 Class A-1 Notes is accelerated pursuant to the terms of the Base Indenture (and such acceleration shall not have been rescinded in accordance with the Base Indenture), then ~~in addition to the consequences set forth in clause (ii) above in respect of the Rapid Amortization Event resulting from such Event of Default,~~ the Series ~~2021~~2019-1 3 Class A-1 Notes Maximum Principal Amount, the Commitment Amounts, the Swingline Commitment, the L/C Commitment and the Maximum Investor Group Principal Amounts shall all be automatically and permanently reduced to zero upon such acceleration and the ~~Master Issuer~~ IssuerCo-Issuers shall (in accordance with the Series ~~2021~~2019-1 3 Supplement) cause the Series ~~2021~~2019-1 3 Class A-1 Outstanding Principal Amount to be paid in full (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections ~~4.02(b)~~4.02, 4.03(a), 4.03(b) and 9.18(c)(ii)), ) together with accrued interest, Series ~~2021~~2019-1 3 Class A-1 ~~Quarterly~~ Commitment ~~Fees~~Fees Amounts payable pursuant to the Series 2019-3 Supplement, ~~Series 2021-1~~ amounts payable as “Class A-1 Notes Other ~~Amounts~~ Amounts” pursuant to the Series 2019-3 Supplement (“Series 2019-3 Class A-1 Notes Other Amounts”) and all other amounts then due and payable to the Lender Parties, the Administrative Agent and the Funding Agents under this Agreement and the other ~~Related~~ Transaction Documents and any unreimbursed ~~Advances~~ Debt Service Advance, Collateral Protection Advance and Manager ~~Advances~~ Advance (in each case, with interest thereon at the Advance Interest Rate) subject to and in accordance with the Priority of Payments.

Appears in 1 contract

Samples: Class a 1 Note Purchase Agreement (Driven Brands Holdings Inc.)

Reduction in Commitments. (a) The Master Issuer may, upon three (3) Business Days’ notice to the Administrative Agent (who shall promptly notify the Trustee, the Control Party, each Funding Agent and each Investor), effect a permanent reduction in the Series ~~2021~~2019-1 Class A-1 Maximum Principal Amount and a corresponding reduction in each Commitment Amount and Maximum Investor Group Principal Amount on a pro rata basis; provided that (i) any such reduction will be limited to the undrawn portion of the Commitments, although any such reduction may be combined with a Voluntary Decrease effected pursuant to and in accordance with Section 2.2(b) of the Series ~~2021~~2019-1 Supplement, (ii) any such reduction must be in a minimum amount of $1,000,000, (iii) after giving effect to such reduction, the Series ~~2021~~2019-1 Class A-1 Maximum Principal Amount equals or exceeds $5,000,000, unless reduced to zero, and (iv) no such reduction shall be permitted if, after giving effect thereto, (x) the aggregate Commitment Amounts would be less than the Series ~~2021~~2019-1 Class A-1 Outstanding Principal Amount (excluding any Undrawn L/C Face Amounts with respect to which cash collateral is held by the L/C Provider pursuant to Section 4.03(b)) or (y) the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment. Any reduction made pursuant to this Section 2.05(a) shall be made ratably among the Investor Groups on the basis of their respective Maximum Investor Group Principal Amounts. (b) If any of the following events shall occur, then the Commitment Amounts shall be automatically reduced on the dates and in the amounts set forth below with respect to the applicable event and the other consequences set forth below with respect to the applicable event shall ensue (and the Master Issuer shall give the Trustee, the Control Party, each Funding Agent and the Administrative Agent prompt written notice thereof): (i) (A) if the Outstanding Principal Amount of the Series ~~2021~~2019-1 Class A-1 Notes has not been paid in full or otherwise refinanced in full (which refinancing may also include an extension thereof) by the Business Day immediately preceding the Series ~~2021~~2019-1 Class A-1 ~~Anticipated Repayment~~ Notes Renewal Date, on such Business Day, (x) the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings shall be repaid in full with proceeds of Advances made on such date (and the Master Issuer shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made), and (y) the Swingline Commitment and the L/C Commitment shall both be automatically and permanently reduced to zero; and (B) upon a Series ~~2021~~2019-1 Class A-1 Notes Amortization Event, (x) the Commitments with respect to all undrawn Commitment Amounts shall automatically and permanently terminate and the corresponding portions of the Series ~~2021~~2019-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis) and (y) each payment of principal on the Series ~~2021~~2019-1 Class A-1 Outstanding Principal Amount occurring following such Series ~~2021~~2019-1 Class A-1 Notes Amortization Event shall result automatically and permanently in a dollar-for-dollar reduction of the Series ~~2021~~2019-1 Class A-1 Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis; (ii) if a Rapid Amortization Event occurs prior to the Series ~~2021~~2019-1 Class A-1 ~~Anticipated Repayment~~ Notes Renewal Date, then (A) on the date such Rapid Amortization Event occurs, the Commitments with respect to all undrawn Commitment Amounts shall automatically terminate, which termination shall be deemed to have occurred immediately following the making of Advances pursuant to clause (B) below, and the corresponding portions of the Series ~~2021~~2019-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis); (B) no later than the second Business Day after the occurrence of such Rapid Amortization Event, the principal amount of all ~~then-~~then- outstanding Swingline Loans and Unreimbursed L/C Drawings (to the extent not repaid pursuant to Section 2.08(a) or Section 4.03(b)) shall be repaid in full with proceeds of Advances (and the Master Issuer shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made) and the Swingline Commitment and the L/C Commitment shall be automatically reduced to zero and by such amount of Unreimbursed L/C Drawings, respectively; and (C) each payment of principal (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections 4.02(b), 4.03(a), 4.03(b) and 9.18(c)(ii)) on the Series ~~2021~~2019-1 Class A-1 Outstanding Principal Amount occurring on or after the date of such Rapid Amortization Event (excluding the repayment of any outstanding Swingline Loans and Unreimbursed L/C Drawings with proceeds of Advances pursuant to clause (B) above) shall result automatically in a dollar-for-dollar reduction of the Series ~~2021~~2019-1 Class A-1 Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis; provided that if such Rapid Amortization Event shall cease to be in effect pursuant to Section 9.1(e) of the Base Indenture, then the Commitments, Swingline Commitment, L/C Commitment, Series ~~2021~~2019-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be restored to the amounts in effect immediately prior to the occurrence of such Rapid Amortization Event; (iii) [Reserved]; (iv) if payments in connection with Indemnification, Asset Disposition and Insurance/Condemnation Payment Amounts are allocated to and deposited in the Series ~~2021~~2019-1 Class A-1 Distribution Account in accordance with Section 3.6(j) of the Series ~~2021~~2019-1 Supplement at a time when either (i) no Senior Notes other than Series ~~2021~~2019-1 Class A-1 Notes are Outstanding or (ii) if a Series ~~2021~~2019-1 Class A-1 Notes Amortization Period is continuing, then (x) the aggregate Commitment Amount shall be automatically and permanently reduced on the date of such deposit by an amount (the “Series ~~2021~~2019-1 Class A-1 Allocated Payment Reduction Amount”) equal to the amount of such deposit, and each Committed Note Purchaser’s Commitment Amount shall be reduced on a pro rata basis of such Series ~~2021~~2019-1 Class A-1 Allocated Payment Reduction Amount based on each Committed Note Purchaser’s Commitment Amount, (y) the corresponding portions of the Series ~~2021~~2019-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced on a pro rata basis based on each Investor Group’s Maximum Investor Group Principal Amount by a corresponding amount on such date (and, if after giving effect to such reduction the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment, then the aggregate amount of the Swingline Commitment and the L/C Commitment shall be reduced by the amount of such difference, with such reduction to be allocated between them in accordance with the written instructions of the Master Issuer delivered prior to such date; provided that after giving effect thereto the aggregate amount of the Swingline Loans and the L/C Obligations do not exceed the Swingline Commitment and the L/C Commitment, respectively, as so reduced; provided, further, that in the absence of such instructions, such reduction shall be allocated first to the Swingline Commitment and then to the L/C Commitment) and (z) the Series ~~2021~~2019-1 Class A-1 Outstanding Principal Amount shall be repaid or prepaid (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections 4.02(b), 4.03(a), 4.03(b) and 9.18(c)(ii)) in an aggregate amount equal to such Series ~~2021~~2019-1 Class A-1 Allocated Payment Reduction Amount on the date and in the order required by Section 3.6(j) of the Series ~~2021~~2019-1 Supplement; and (v) if any Event of Default shall occur and be continuing (and shall not have been waived in accordance with the Base Indenture) and as a result the payment of the Series ~~2021~~2019-1 Class A-1 Notes is accelerated pursuant to the terms of the Base Indenture (and such acceleration shall not have been rescinded in accordance with the Base Indenture), then in addition to the consequences set forth in clause (ii) above in respect of the Rapid Amortization Event resulting from such Event of Default, the Series ~~2021~~2019-1 Class A-1 Maximum Principal Amount, the Commitment Amounts, the Swingline Commitment, the L/C Commitment and the Maximum Investor Group Principal Amounts shall all be automatically and permanently reduced to zero upon such acceleration and the Master Issuer shall (in accordance with the Series ~~2021~~2019-1 Supplement) cause the Series ~~2021~~2019-1 Class A-1 Outstanding Principal Amount to be paid in full (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections 4.02(b), 4.03(a), 4.03(b) and 9.18(c)(ii)), together with accrued interest, Series ~~2021~~2019-1 Class A-1 Quarterly Commitment Fees, Series ~~2021~~2019-1 Class A-1 Notes Other Amounts and all other amounts then due and payable to the Lender Parties, the Administrative Agent and the Funding Agents under this Agreement and the other Related Documents and any unreimbursed Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate) subject to and in accordance with the Priority of Payments.

Appears in 1 contract

Samples: Class a 1 Note Purchase Agreement (Wendy's Co)

Reduction in Commitments. (a) The ~~Master Issuer~~ Co-Issuers may, upon at least three (3) Business Days’ notice to the Administrative Agent (who shall promptly notify the Trustee, the Control Party, each Funding Agent and each Investor), effect a permanent reduction in the Series ~~2021~~2022-1 Class A-1 Notes Maximum Principal Amount and a corresponding reduction in each Commitment Amount and Maximum Investor Group Principal Amount on a pro rata basis; provided that (i) any such reduction will be limited to the undrawn portion of the Commitments, although any such reduction may be combined with a Voluntary Decrease effected pursuant to and in accordance with Section 2.2(b) of the Series ~~2021~~2022-1 Supplement, (ii) any such reduction must be in a minimum amount of $1,000,000, unless reduced to zero, (iii) after giving effect to such reduction, the Series ~~2021~~2022-1 Class A-1 Notes Maximum Principal Amount equals or exceeds $5,000,000, unless reduced to zero, and (iv) no such reduction shall be permitted if, after giving effect thereto, (x) the aggregate Commitment Amounts would be less than the Series ~~2021~~2022-1 Class A-1 Outstanding Principal Amount (excluding any Undrawn L/C Face Amounts with respect to which cash collateral is held by the L/C Provider pursuant to Section 4.03(b)) or (y) the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment. Any reduction made pursuant to this Section 2.05(a) shall be made ratably among the Investor Groups on the basis of their respective Maximum Investor Group Principal Amounts. (b) If any of the following events shall occur, then the Commitment Amounts shall be automatically and permanently reduced on the dates and in the amounts set forth below with respect to the applicable event and the other consequences set forth below with respect to the applicable event shall ensue (and the ~~Master Issuer~~ Co-Issuers shall give the Trustee, the Control Party, each Funding Agent and the Administrative Agent prompt written notice thereof): (i) ~~(A)~~ if the Outstanding Principal Amount of the Series ~~2021~~2022-1 Class A-1 Notes has not been paid in full or otherwise refinanced in full (which refinancing may also include an extension thereof) by the Business Day immediately preceding the ~~Series 2021-1~~ Class A-1 ~~Anticipated Repayment~~ Notes Renewal Date, (A) on such Business Day, (x) the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings shall be repaid in full with proceeds of Advances made on such date (and the ~~Master Issuer~~ Co-Issuers shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made), and (y) the Swingline Commitment and the L/C Commitment shall both be automatically and permanently reduced to ~~zero;~~ zero and (B) ~~upon a Series 2021-1 Class A-1 Notes Amortization Event,~~ (x) all undrawn portions of the Commitments ~~with respect to all undrawn Commitment Amounts~~ shall automatically and permanently terminate and the corresponding portions of the Series ~~2021~~2022-1 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis) and (y) each payment of principal on the Series ~~2021~~2022-1 Class A-1 Outstanding Principal Amount occurring on or following such ~~Series 2021-1 Class A-1 Notes Amortization Event~~ Business Day shall result automatically and permanently in a dollar-for-dollar reduction of the Series ~~2021~~2022-1 Class A-1 Notes Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis; (ii) if a Rapid Amortization Event occurs ~~prior to~~ and is continuing (other than a Rapid Amortization Event triggered by an Event of Default that is occurring continuing and as a result of which the payment of the Series ~~2021~~2022-1 Class A-1 ~~Anticipated Repayment~~ Notes is accelerated pursuant to the terms of the Base Indenture) (and shall not have been waived as provided in the Base Indenture) prior to the Class A-1 Notes Renewal Date, then (A) on the date such Rapid Amortization Event occurs, all undrawn portions of the Commitments ~~with respect to all undrawn Commitment Amounts~~ shall automatically and permanently terminate, which termination shall be deemed to have occurred immediately following the making of Advances pursuant to clause (B) below, and the corresponding portions of the Series ~~2021~~2022-1 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis); , (B) no later than the second Business Day after the occurrence of such Rapid Amortization Event, the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings ~~(to the extent not repaid pursuant to Section 2.08(a) or Section 4.03(b))~~ shall be repaid in full with proceeds of Advances (and the ~~Master Issuer~~ Co-Issuers shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made) and the Swingline Commitment shall be automatically reduced to zero and the L/C Commitment shall be automatically reduced ~~to zero~~ by the unused portion thereof and by such amount of Unreimbursed L/C ~~Drawings, respectively~~Drawings repaid by such Advances; and (C) each payment of principal (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections ~~4.02(b)~~4.02, 4.03(a), 4.03(b) and 9.18(c)(ii)) on the Series ~~2021~~2022-1 Class A-1 Outstanding Principal Amount occurring on or after the date of such Rapid Amortization Event (excluding the repayment of any outstanding Swingline Loans and Unreimbursed L/C Drawings with proceeds of Advances pursuant to clause (B) above) shall result automatically and permanently in a dollar-for-dollar reduction of the Series ~~2021~~2022-1 Class A-1 Notes Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis; provided ~~that~~ that, in each case, if ~~such~~ any Rapid Amortization Event occurring solely under clause (a) of the definition thereof shall cease to be in effect ~~pursuant to Section 9.1(e)~~ as a result of being waived in accordance with the Base ~~Indenture,~~ Indenture then the Commitments, Swingline Commitment, L/C Commitment, Series ~~2021~~2022-1 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be restored to the amounts in effect immediately prior to the occurrence of such Rapid Amortization Event; (iii) [~~Reserved~~Intentionally omitted]; (iv) if ~~payments in connection with Indemnification, Asset~~ Indemnification Payments or Real Estate Disposition ~~and Insurance/Condemnation Payment Amounts~~ Proceeds are allocated to and deposited in the Series ~~2021~~2022-1 Class A-1 Distribution Account in accordance with Section 3.6(j) of the Series ~~2021~~2022-1 Supplement at a time when either (i) no Senior Notes other than Series ~~2021~~2022-1 Class A-1 Notes are Outstanding or (ii) if a the Outstanding Principal Amount of the Series ~~2021~~2022-1 Class A-1 Notes ~~Amortization Period~~ has not been paid in full or otherwise refinanced in full (which refinancing may also include an extension thereof) by the Class A-1 Notes Renewal Date and such event is continuing, then (x) the aggregate Commitment Amount shall be automatically and permanently reduced on the date of such deposit by an amount (the “Series ~~2021~~2022-1 Class A-1 Allocated Payment Reduction Amount”) equal to the amount of such deposit, and each Committed Note Purchaser’s Commitment Amount shall be reduced on a pro rata basis of such Series ~~2021~~2022-1 Class A-1 Allocated Payment Reduction Amount based on each Committed Note Purchaser’s Commitment Amount, (y) the corresponding portions of the Series ~~2021~~2022-1 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced on a pro rata basis based on each Investor Group’s Maximum Investor Group Principal Amount by a corresponding amount on such date (and, if after giving effect to such reduction the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment, then the aggregate amount of the Swingline Commitment and the L/C Commitment shall be reduced by the amount of such difference, with such reduction to be allocated between them in accordance with the written instructions of the ~~Master Issuer~~ Co-Issuers delivered prior to such date; provided that after giving effect thereto the aggregate amount of the Swingline Loans and the L/C Obligations do not exceed the Swingline Commitment and the L/C Commitment, respectively, as so reduced; provided, further, that in the absence of such instructions, such reduction shall be allocated first to the Swingline Commitment and then to the L/C Commitment) and (z) the Series ~~2021~~2022-1 Class A-1 Outstanding Principal Amount shall be repaid or prepaid (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections ~~4.02(b)~~4.02, 4.03(a), 4.03(b) and 9.18(c)(ii)) in an aggregate amount equal to such Series ~~2021~~2022-1 Class A-1 Allocated Payment Reduction Amount on the date and in the order required by Section 3.6(j) of the Series ~~2021~~2022-1 Supplement; and (v) if any Event of Default shall occur and be continuing (and shall not have been waived in accordance with the Base Indenture) and as a result the payment of the Series ~~2021~~2022-1 Class A-1 Notes is accelerated pursuant to the terms of the Base Indenture (and such acceleration shall not have been rescinded in accordance with the Base Indenture), then ~~in addition to the consequences set forth in clause (ii) above in respect of the Rapid Amortization Event resulting from such Event of Default,~~ the Series ~~2021~~2022-1 Class A-1 Notes Maximum Principal Amount, the Commitment Amounts, the Swingline Commitment, the L/C Commitment and the Maximum Investor Group Principal Amounts shall all be automatically and permanently reduced to zero upon such acceleration and the ~~Master Issuer~~ Co-Issuers shall (in accordance with the Series ~~2021~~2022-1 Supplement) cause the Series ~~2021~~2022-1 Class A-1 Outstanding Principal Amount to be paid in full (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections 4.02(b), 4.03(a), 4.03(b) and 9.18(c)(ii)), ) together with accrued interest, Series ~~2021~~2022-1 Class A-1 ~~Quarterly~~ Commitment ~~Fees~~Fees Amounts payable pursuant to the Series 2022-1 Supplement, amounts payable as “Class A-1 Notes Other Amounts” pursuant to the Series ~~2021~~2022-1 Supplement (“Series 2022-1 Class A-1 Notes Other ~~Amounts~~ Amounts”) and all other amounts then due and payable to the Lender Parties, the Administrative Agent and the Funding Agents under this Agreement and the other Related Documents and any unreimbursed ~~Advances~~ Debt Service Advance, Collateral Protection Advance and Manager ~~Advances~~ Advance (in each case, with interest thereon at the Advance Interest Rate) subject to and in accordance with the Priority of Payments.

Appears in 1 contract

Samples: Class a 1 Note Purchase Agreement (Dominos Pizza Inc)

Reduction in Commitments. (a) The Master Issuer may, upon three (3) Business Days’ notice to the Administrative Agent (who shall promptly notify the Trustee, the Control Party, each Funding Agent and each Investor), effect a permanent reduction in the Series ~~2021~~2017-1 Class A-1 Maximum Principal Amount and a corresponding reduction in each Commitment Amount and Maximum Investor Group Principal Amount on a pro rata basis; provided that (i) any such reduction will be limited to the undrawn portion of the Commitments, although any such reduction may be combined with a Voluntary Decrease effected pursuant to and in accordance with Section 2.2(b) of the Series ~~2021~~2017-1 Supplement, (ii) any such reduction must be in a minimum amount of $1,000,000, (iii) after giving effect to such reduction, the Series ~~2021~~2017-1 Class A-1 Maximum Principal Amount equals or exceeds $5,000,000, unless reduced to zero, and (iv) no such reduction shall be permitted if, after giving effect thereto, (x) the aggregate Commitment Amounts would be less than the Series ~~2021~~2017-1 Class A-1 Outstanding Principal Amount (excluding any Undrawn L/C Face Amounts with respect to which cash collateral is held by the L/C Provider pursuant to Section 4.03(b)) or (y) the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment. Any reduction made pursuant to this Section 2.05(a) shall be made ratably among the Investor Groups on the basis of their respective Maximum Investor Group Principal Amounts. (b) If any of the following events shall occur, then the Commitment Amounts shall be automatically reduced on the dates and in the amounts set forth below with respect to the applicable event and the other consequences set forth below with respect to the applicable event shall ensue (and the Master Issuer shall give the Trustee, the Control Party, each Funding Agent and the Administrative Agent prompt written notice thereof): (i) (A) if the Outstanding Principal Amount of the Series ~~2021~~2017-1 Class A-1 Notes has not been paid in full or otherwise refinanced in full (which refinancing may also include an extension thereof) by the Business Day immediately preceding the Series ~~2021~~2017-1 Class A-1 ~~Anticipated Repayment~~ Notes Renewal Date, on such Business Day, (x) the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings shall be repaid in full with proceeds of Advances made on such date (and the Master Issuer shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made), and (y) the Swingline Commitment and the L/C Commitment shall both be automatically and permanently reduced to zero; and (B) upon a Series ~~2021~~2017-1 Class A-1 Notes Amortization Event, (x) the Commitments with respect to all undrawn Commitment Amounts shall automatically and permanently terminate and the corresponding portions of the Series ~~2021~~2017-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis) and (y) each payment of principal on the Series ~~2021~~2017-1 Class A-1 Outstanding Principal Amount occurring following such Series ~~2021~~2017-1 Class A-1 Notes Amortization Event shall result automatically and permanently in a dollar-for-dollar reduction of the Series ~~2021~~2017-1 Class A-1 Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis; (ii) if a Rapid Amortization Event occurs prior to the Series ~~2021~~2017-1 Class A-1 ~~Anticipated Repayment~~ Notes Renewal Date, then (A) on the date such Rapid Amortization Event occurs, the Commitments with respect to all undrawn Commitment Amounts shall automatically terminate, which termination shall be deemed to have occurred immediately following the making of Advances pursuant to clause (B) below, and the corresponding portions of the Series ~~2021~~2017-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis); (B) no later than the second Business Day after the occurrence of such Rapid Amortization Event, the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings (to the extent not repaid pursuant to Section 2.08(a) or Section 4.03(b)) shall be repaid in full with proceeds of Advances (and the Master Issuer shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made) and the Swingline Commitment and the L/C Commitment shall be automatically reduced to zero and by such amount of Unreimbursed L/C Drawings, respectively; and (C) each payment of principal (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections ~~4.02(b)~~4.02, 4.03(a), 4.03(b) and 9.18(c)(ii)) on the Series ~~2021~~2017-1 Class A-1 Outstanding Principal Amount occurring on or after the date of such Rapid Amortization Event (excluding the repayment of any outstanding Swingline Loans and Unreimbursed L/C Drawings with proceeds of Advances pursuant to clause (B) above) shall result automatically in a dollar-for-dollar reduction of the Series ~~2021~~2017-1 Class A-1 Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis; provided that if such Rapid Amortization Event shall cease to be in effect pursuant to Section 9.1(e) of the Base Indenture, then the Commitments, Swingline Commitment, L/C Commitment, Series ~~2021~~2017-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be restored to the amounts in effect immediately prior to the occurrence of such Rapid Amortization Event;. (iii) [Reserved]; (iv) if payments in connection with Indemnification, Asset Disposition and Insurance/Condemnation Payment Amounts are allocated to and deposited in the Series ~~2021~~2017-1 Class A-1 Distribution Account in accordance with Section 3.6(j) of the Series ~~2021~~2017-1 Supplement at a time when either (i) no Senior Notes other than Series ~~2021~~2017-1 Class A-1 Notes are Outstanding or (ii) if a Series ~~2021~~2017-1 Class A-1 Notes Amortization Period is continuing, then (x) the aggregate Commitment Amount shall be automatically and permanently reduced on the date of such deposit by an amount (the “Series ~~2021~~2017-1 Class A-1 Allocated Payment Reduction Amount”) equal to the amount of such deposit, and each Committed Note Purchaser’s Commitment Amount shall be reduced on a pro rata basis of such Series ~~2021~~2017-1 Class A-1 Allocated Payment Reduction Amount based on each Committed Note Purchaser’s Commitment Amount, (y) the corresponding portions of the Series ~~2021~~2017-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced on a pro rata basis based on each Investor Group’s Maximum Investor Group Principal Amount by a corresponding amount on such date (and, if after giving effect to such reduction the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment, then the aggregate amount of the Swingline Commitment and the L/C Commitment shall be reduced by the amount of such difference, with such reduction to be allocated between them in accordance with the written instructions of the Master Issuer delivered prior to such date; provided that after giving effect thereto the aggregate amount of the Swingline Loans and the L/C Obligations do not exceed the Swingline Commitment and the L/C Commitment, respectively, as so reduced; ~~provided, further,~~ provided further that in the absence of such instructions, such reduction shall be allocated first to the Swingline Commitment and then to the L/C Commitment) and (z) the Series ~~2021~~2017-1 Class A-1 Outstanding Principal Amount shall be repaid or prepaid (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections ~~4.02(b)~~4.02, 4.03(a), 4.03(b) and 9.18(c)(ii)) in an aggregate amount equal to such Series ~~2021~~2017-1 Class A-1 Allocated Payment Reduction Amount on the date and in the order required by Section 3.6(j) of the Series ~~2021~~2017-1 Supplement; and (v) if any Event of Default shall occur and be continuing (and shall not have been waived in accordance with the Base Indenture) and as a result the payment of the Series ~~2021~~2017-1 Class A-1 Notes is accelerated pursuant to the terms of the Base Indenture (and such acceleration shall not have been rescinded in accordance with the Base Indenture), then in addition to the consequences set forth in clause (ii) above in respect of the Rapid Amortization Event resulting from such Event of Default, the Series ~~2021~~2017-1 Class A-1 Maximum Principal Amount, the Commitment Amounts, the Swingline Commitment, the L/C Commitment and the Maximum Investor Group Principal Amounts shall all be automatically and permanently reduced to zero upon such acceleration and the Master Issuer shall (in accordance with the Series ~~2021~~2017-1 Supplement) cause the Series ~~2021~~2017-1 Class A-1 Outstanding Principal Amount to be paid in full (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections ~~4.02(b)~~4.02, 4.03(a), 4.03(b) and 9.18(c)(ii)), ) together with accrued interest, Series ~~2021~~2017-1 Class A-1 Quarterly Commitment Fees, Series ~~2021~~2017-1 Class A-1 ~~Notes~~ Other Amounts and all other amounts then due and payable to the Lender Parties, the Administrative Agent and the Funding Agents under this Agreement and the other Related Documents and any unreimbursed Advances (as defined in the Indenture) of the Servicer and the Trustee and Manager Advances (in each case, with interest thereon at the Advance Interest Rate) subject to and in accordance with the Priority of Payments.

Appears in 1 contract

Samples: Class a 1 Note Purchase Agreement (Dunkin' Brands Group, Inc.)

Reduction in Commitments. (a) The ~~Master Issuer~~ Co-Issuers may, with the prior written consent of the Series 2007-1 Controlling Party, and upon three ~~(3)~~ Business Days’ notice to the Class A-1 Administrative Agent (who shall promptly notify the Indenture Trustee~~, the Control Party~~, each Funding Agent and each Investor), effect a permanent reduction in the Series ~~2021~~2007-1 Class A-1 Maximum Principal Amount and a corresponding ~~reduction~~ reduction, on a pro rata basis, in each of: (i) the Series 2007-1 Class A-1-A Maximum Principal Amount and the Series 2007-1 Class A-1-X Maximum Principal Amount and (ii) in each Commitment Amount and Maximum Investor Group Principal ~~Amount on a pro rata basis~~Amount; provided that (i) any such reduction will be limited to the undrawn portion of the Commitments, although any such reduction may be combined with a Voluntary Decrease effected pursuant to and in accordance with Section ~~2.2(b~~3.2(b) of the Series ~~2021~~2007-1 Supplement, (ii) any such reduction must be in a minimum amount of $~~1,000,000~~10,000,000, (iii) after giving effect to such reduction, the Series ~~2021~~2007-1 Class A-1 Maximum Principal Amount equals or exceeds $~~5,000,000~~50,000,000, unless reduced to zero, and (iv) no such reduction shall be permitted if, after giving effect thereto, (x) the aggregate Commitment Amounts would be less than the Series ~~2021~~2007-1 Class A-1 Outstanding Principal Amount (excluding any Undrawn L/C Face Amounts with respect to which cash collateral is held by the L/C Provider pursuant to Section ~~4.03(b)~~4.03) or (y) the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment. Any reduction made pursuant to this Section 2.05(a) shall be made ratably among the Investor ~~Groups~~ Groups, and their respective Series 2007-1 Class A-1 Advance Notes, based on ~~the basis of~~ their respective Maximum Investor Group Principal Amounts. (b) If any of the following events shall occur, then the ~~Commitment Amounts~~ Commitments shall be automatically and permanently reduced on the dates and in the amounts set forth below with respect to the applicable event and the other consequences set forth below with respect to the applicable event shall ensue (and the ~~Master Issuer~~ Co-Issuers shall give the Indenture Trustee, the ~~Control Party, each Funding Agent~~ Series 2007-1 Class A Insurer and the Class A-1 Administrative Agent prompt written notice thereof): (i) (A) ~~if the Outstanding Principal Amount of the Series 2021-1 Class A-1 Notes has not been paid in full or otherwise refinanced in full (which refinancing may also include an extension thereof) by~~ on the Business Day immediately preceding the Series ~~2021~~2007-1 ~~Class A-1 Anticipated~~ Adjusted Repayment Date~~, on such Business Day~~, (x) the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings shall be repaid in full with proceeds of Advances made on such date (which proceeds shall be ratably allocated among (i) the Series 2007-1 Class A-1 Swingline Notes of each Swingline Sub-Class based on their respective Applicable Sub-Class Percentages and (ii) the Series 2007-1 Class A-1 L/C Notes of each L/C Sub-Class based on their respective Applicable Sub-Class Percentages, as the case may be) (and the ~~Master Issuer shall be deemed~~ Co-Issuers agree to ~~have delivered~~ deliver such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made), and (y) the Swingline Commitment and the L/C Commitment shall both be automatically and permanently reduced to zero; ~~and~~ (B) upon a Series 2021-1 Class A-1 Notes Amortization Event, (x) the Commitments with respect to all undrawn Commitment Amounts shall automatically and permanently terminate and the corresponding portions of the Series 2021-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis) and (y) each payment of principal on the Series 2021-1 Class A-1 Outstanding Principal Amount occurring following such Series 2021-1 Class A-1 Notes Amortization Event shall result automatically and permanently in a dollar-for-dollar reduction of the Series 2021-1 Class A-1 Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis; (ii) if a Rapid Amortization Event occurs prior to the Series 2021-1 Class A-1 Anticipated Repayment Date, then (A) on the date such Rapid Amortization Event occurs, the Commitments with respect to all undrawn Commitment Amounts shall automatically terminate, which termination shall be deemed to have occurred immediately following the making of Advances pursuant to clause (B) below, and the corresponding portions of the Series 2021-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis); (B) no later than the second Business Day after the occurrence of such Rapid Amortization Event, the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings (to the extent not repaid pursuant to Section 2.08(a) or Section 4.03(b)) shall be repaid in full with proceeds of Advances (and the Master Issuer shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made) and the Swingline Commitment and the L/C Commitment shall be automatically reduced to zero and by such amount of Unreimbursed L/C Drawings, respectively; and (C) each payment of principal (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections 4.02(b), 4.03(a), 4.03(b) and 9.18(c)(ii)) on the Series ~~2021~~2007-1 Class A-1 Outstanding Principal Amount occurring on or after the date of such Rapid Amortization Event (excluding the repayment of any outstanding Swingline Loans and Unreimbursed L/C Drawings with proceeds of Advances pursuant to clause (B) above) shall result automatically in a dollar-for-dollar reduction of the Series 2021-1 Class A-1 Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis; provided that if such Rapid Amortization Event shall cease to be in effect pursuant to Section 9.1(e) of the Base Indenture, then the Commitments, Swingline Commitment, L/C Commitment, Series 2021-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be restored to the amounts in effect immediately prior to the occurrence of such Rapid Amortization Event; (iii) [Reserved]; (iv) if payments in connection with Indemnification, Asset Disposition and Insurance/Condemnation Payment Amounts are allocated to and deposited in the Series 2021-1 Class A-1 Distribution Account in accordance with Section 3.6(j) of the Series 2021-1 Supplement at a time when either (i) no Senior Notes other than Series 2021-1 Class A-1 Notes are Outstanding or (ii) if a Series 2021-1 Class A-1 Notes Amortization Period is continuing, then (x) the aggregate Commitment Amount shall be automatically and permanently reduced on the date of such deposit by an amount (the “Series 2021-1 Class A-1 Allocated Payment Reduction Amount”) equal to the amount of such deposit, and each Committed Note Purchaser’s Commitment Amount shall be reduced on a pro rata basis of such Series 2021-1 Class A-1 Allocated Payment Reduction Amount based on each Committed Note Purchaser’s Commitment Amount, (y) the corresponding portions of the Series 2021-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced on a pro rata basis based on each Investor Group’s Maximum Investor Group Principal Amount by a corresponding amount on such date (and, if after giving effect to such reduction the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment, then the aggregate amount of the Swingline Commitment and the L/C Commitment shall be reduced by the amount of such difference, with such reduction to be allocated between them in accordance with the written instructions of the Master Issuer delivered prior to such date; provided that after giving effect thereto the aggregate amount of the Swingline Loans and the L/C Obligations do not exceed the Swingline Commitment and the L/C Commitment, respectively, as so reduced; provided, further, that in the absence of such instructions, such reduction shall be allocated first to the Swingline Commitment and then to the L/C Commitment) and (z) the Series 2021-1 Class A-1 Outstanding Principal Amount shall be repaid or prepaid (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections 4.02(b), 4.03(a), 4.03(b) and 9.18(c)(ii)) in an aggregate amount equal to such Series 2021-1 Class A-1 Allocated Payment Reduction Amount on the date and in the order required by Section 3.6(j) of the Series 2021-1 Supplement; and (v) if any Event of Default shall occur and be continuing (and shall not have been waived in accordance with the Base Indenture) and as a result the payment of the Series 2021-1 Class A-1 Notes is accelerated pursuant to the terms of the Base Indenture (and such acceleration shall not have been rescinded in accordance with the Base Indenture), then in addition to the consequences set forth in clause (ii) above in respect of the Rapid Amortization Event resulting from such Event of Default, the Series 2021-1 Class A-1 Maximum Principal Amount, the Commitment Amounts, the Swingline Commitment, the L/C Commitment and the Maximum Investor Group Principal Amounts shall all be automatically and permanently reduced to zero upon such acceleration and the Master Issuer shall (in accordance with the Series 2021-1 Supplement) cause the Series 2021-1 Class A-1 Outstanding Principal Amount to be paid in full (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections 4.02(b), 4.03(a), 4.03(b) and 9.18(c)(ii)), together with accrued interest, Series 2021-1 Class A-1 Quarterly Commitment Fees, Series 2021-1 Class A-1 Notes Other Amounts and all other amounts then due and payable to the Lender Parties, the Administrative Agent and the Funding Agents under this Agreement and the other Related Documents and any unreimbursed Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate) subject to and in accordance with the Priority of Payments.Adjusted Repayment Date,

Appears in 1 contract

Samples: Class a 1 Note Purchase Agreement (Ihop Corp)

Reduction in Commitments. (a) The ~~Master~~ Issuer may, upon at least three (3) Business Days’ notice to the Administrative Agent (who shall promptly notify the Trustee, the Control Party, each Funding Agent and each Investor), effect a permanent reduction in the Series ~~2021~~2020-1 Class A-1 Notes Maximum Principal Amount and a corresponding reduction in each Commitment Amount and Maximum Investor Group Principal Amount on a pro rata basis; provided that (i) any such reduction will be limited to the undrawn portion of the Commitments, although any such reduction may be combined with a Voluntary Decrease effected pursuant to and in accordance with Section 2.2(b) of the Series ~~2021~~2020-1 Supplement, (ii) any such reduction must be in a minimum amount of $~~1,000,000~~500,000 unless reduced to zero, (iii) after giving effect to such reduction, the Series ~~2021~~2020-1 Class A-1 Notes Maximum Principal Amount equals or exceeds $5,000,000, unless reduced to zero, and (iv) no such reduction shall be permitted if, after giving effect thereto, (x) the aggregate Commitment Amounts would be less than the Series ~~2021~~2020-1 Class A-1 Outstanding Principal Amount (excluding any Undrawn L/C Face Amounts with respect to which cash collateral is held by the L/C Provider pursuant to Section 4.03(b)) or (y) the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment. Any reduction made pursuant to this Section 2.05(a) shall be made ratably among the Investor Groups on the basis of their respective Maximum Investor Group Principal Amounts. (b) If any of the following events shall occur, then the Commitment Amounts shall be automatically and permanently reduced on the dates and in the amounts set forth below with respect to the applicable event and the other consequences set forth below with respect to the applicable event shall ensue (and the ~~Master~~ Issuer shall give the Trustee, the Control Party, each Funding Agent and the Administrative Agent prompt written notice thereof): (i) ~~(A)~~ if the Outstanding Principal Amount of the Series ~~2021~~2020-1 Class A-1 Notes has not been paid in full or otherwise refinanced in full (which refinancing may also include an extension thereof) by the Business Day immediately preceding the Series ~~2021~~2020-1 Class A-1 ~~Anticipated Repayment~~ Notes Renewal Date, (A) on such Business Day, (x) the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings shall be repaid in full with proceeds of Advances made on such date (and the ~~Master~~ Issuer shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made), and (y) the Swingline Commitment and the L/C Commitment shall both be automatically and permanently reduced to ~~zero;~~ zero and (B) ~~upon a Series 2021-1 Class A-1 Notes Amortization Event,~~ (x) all undrawn portions of the Commitments ~~with respect to all undrawn Commitment Amounts~~ shall automatically and permanently terminate and the corresponding portions of the Series ~~2021~~2020-1 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis) and (y) each payment of principal on the Series ~~2021~~2020-1 Class A-1 Outstanding Principal Amount occurring on or following such ~~Series 2021-1 Class A-1 Notes Amortization Event~~ Business Day shall result automatically and permanently in a dollar-for-dollar reduction of the Series ~~2021~~2020-1 Class A-1 Notes Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis; (ii) if a Rapid Amortization Event (other than a Rapid Amortization Event triggered by an Event of Default) occurs and is continuing (and shall not have been waived or, in the case of clause (d) of the definition thereof, cured, as provided in the Base Indenture) prior to the Series ~~2021~~2020-1 Class A-1 ~~Anticipated Repayment~~ Notes Renewal Date, then (A) on the date such Rapid Amortization Event occurs, all undrawn portions of the Commitments ~~with respect to all undrawn Commitment Amounts~~ shall automatically and permanently terminate, which termination shall be deemed to have occurred immediately following the making of Advances pursuant to clause (B) below, and the corresponding portions of the Series ~~2021~~2020-1 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis); , (B) no later than the second Business Day after the occurrence of such Rapid Amortization Event, the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings ~~(to the extent not repaid pursuant to Section 2.08(a) or Section 4.03(b))~~ shall be repaid in full with proceeds of Advances (and the ~~Master~~ Issuer shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made) and the Swingline Commitment shall be automatically reduced to zero and the L/C Commitment shall be automatically reduced ~~to zero~~ by the unused portion thereof and by such amount of Unreimbursed L/C ~~Drawings, respectively~~Drawings repaid by such Advances; and (C) each payment of principal (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections ~~4.02(b)~~4.02, 4.03(a), 4.03(b) and 9.18(c)(ii)) on the Series ~~2021~~2020-1 Class A-1 Outstanding Principal Amount occurring on or after the date of such Rapid Amortization Event (excluding the repayment of any outstanding Swingline Loans and Unreimbursed L/C Drawings with proceeds of Advances pursuant to clause (B) above) shall result automatically and permanently in a dollar-for-dollar reduction of the Series ~~2021~~2020-1 Class A-1 Notes Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis; provided ~~that~~ that, in each case, if ~~such~~ any Rapid Amortization Event occurring solely under (1) clause (a) of the definition thereof shall cease to be in effect ~~pursuant to Section 9.1(e~~as a result of being waived in accordance with the Base Indenture or (2) clause (d) of the definition thereof shall cease to be in effect as a result of being cured in accordance with the terms of such clause (d) set forth in the Base Indenture, then in either such case the Commitments, Swingline Commitment, L/C Commitment, Series ~~2021~~2020-1 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be restored to the amounts in effect immediately prior to the occurrence of such Rapid Amortization Event; (iii) [~~Reserved~~Intentionally omitted]; (iv) if payments in connection with ~~Indemnification~~Indemnification Amounts, ~~Asset Disposition and~~ Insurance/Condemnation ~~Payment Amounts~~ Proceeds or Asset Disposition Proceeds are allocated to and deposited in the Series ~~2021~~2020-1 Class A-1 Distribution Account in accordance with Section ~~3.6(j~~3.6(h) of the Series ~~2021~~2020-1 Supplement at a time when either (i) no Senior Notes other than Series ~~2021~~2020-1 Class A-1 Notes are Outstanding or (ii) if a the Outstanding Principal Amount of the Series ~~2021~~2020-1 Class A-1 Notes ~~Amortization Period~~ has not been paid in full or otherwise refinanced in full (which refinancing may also include an extension thereof) by the Series 2020-1 Class A-1 Notes Renewal Date and such event is continuing, then (x) the aggregate Commitment Amount shall be automatically and permanently reduced on the date of such deposit by an amount (the “Series ~~2021~~2020-1 Class A-1 Allocated Payment Reduction Amount”) equal to the amount of such deposit, and each Committed Note Purchaser’s Commitment Amount shall be reduced on a pro rata basis of such Series ~~2021~~2020-1 Class A-1 Allocated Payment Reduction Amount based on each Committed Note Purchaser’s Commitment Amount, (y) the corresponding portions of the Series ~~2021~~2020-1 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced on a pro rata basis based on each Investor Group’s Maximum Investor Group Principal Amount by a corresponding amount on such date (and, if after giving effect to such reduction the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment, then the aggregate amount of the Swingline Commitment and the L/C Commitment shall be reduced by the amount of such difference, with such reduction to be allocated between them in accordance with the written instructions of the ~~Master~~ Issuer delivered prior to such date; provided that after giving effect thereto the aggregate amount of the Swingline Loans and the L/C Obligations do not exceed the Swingline Commitment and the L/C Commitment, respectively, as so reduced; ~~provided, further,~~ provided further that in the absence of such instructions, such reduction shall be allocated first to the Swingline Commitment and then to the L/C Commitment) and (z) the Series ~~2021~~2020-1 Class A-1 Outstanding Principal Amount shall be repaid or prepaid (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections ~~4.02(b)~~4.02, 4.03(a), 4.03(b) and 9.18(c)(ii)) in an aggregate amount equal to such Series ~~2021~~2020-1 Class A-1 Allocated Payment Reduction Amount on the date and in the order required by Section ~~3.6(j~~3.6(h) of the Series ~~2021~~2020-1 Supplement; and (v) if any Event of Default shall occur and be continuing (and shall not have been waived in accordance with the Base Indenture) and as a result the payment of the Series ~~2021~~2020-1 Class A-1 Notes is accelerated pursuant to the terms of the Base Indenture (and such acceleration shall not have been rescinded in accordance with the Base Indenture), ~~then in addition to the consequences set forth in clause (ii) above in respect of the Rapid Amortization Event resulting from such Event of Default,~~ the Series ~~2021~~2020-1 Class A-1 Notes Maximum Principal Amount, the Commitment Amounts, the Swingline Commitment, the L/C Commitment and the Maximum Investor Group Principal Amounts shall all be automatically and permanently reduced to zero upon such acceleration and the ~~Master~~ Issuer shall (in accordance with the Series ~~2021~~2020-1 Supplement) cause the Series ~~2021~~2020-1 Class A-1 Outstanding Principal Amount to be paid in full (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections ~~4.02(b)~~4.02, 4.03(a), 4.03(b) and 9.18(c)(ii)), ) together with accrued interest, Series ~~2021~~2020-1 Class A-1 Notes Quarterly Commitment ~~Fees~~Fees Amounts payable pursuant to the Series 2020-1 Supplement, Series ~~2021~~2020-1 Class A-1 Notes Other Amounts and all other amounts then due and payable to the Lender Parties, the Administrative Agent and the Funding Agents under this Agreement and the other ~~Related~~ Transaction Documents and any unreimbursed ~~Advances~~ Debt Service Advance, Collateral Protection Advance and Manager ~~Advances~~ Advance (in each case, with interest thereon at the Advance Interest Rate) ), in each case subject to and in accordance with the provisions of the Base Indenture, including the Priority of Payments.

Appears in 1 contract

Samples: Note Purchase Agreement (Wingstop Inc.)

Reduction in Commitments. (a) The Master Issuer may, upon three (3) Business Days’ notice to the Administrative Agent (who shall promptly notify the Trustee, the Control Party, each Funding Agent and each Investor), effect a permanent reduction in the Series ~~2021~~2017-1 Class A-1 Maximum Principal Amount and a corresponding reduction in each Commitment Amount and Maximum Investor Group Principal Amount on a pro rata basis; provided that (i) any such reduction will be limited to the undrawn portion of the Commitments, although any such reduction may be combined with a Voluntary Decrease effected pursuant to and in accordance with Section 2.2(b) of the Series ~~2021~~2017-1 Supplement, (ii) any such reduction must be in a minimum amount of $1,000,000, (iii) after giving effect to such reduction, the Series ~~2021~~2017-1 Class A-1 Maximum Principal Amount equals or exceeds $5,000,000, unless reduced to zero, and (iv) no such reduction shall be permitted if, after giving effect thereto, (x) the aggregate Commitment Amounts would be less than the Series ~~2021~~2017-1 Class A-1 Outstanding Principal Amount (excluding any Undrawn L/C Face Amounts with respect to which cash collateral is held by the L/C Provider pursuant to Section 4.03(b)) or (y) the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment. Any reduction made pursuant to this Section 2.05(a) shall be made ratably among the Investor Groups on the basis of their respective Maximum Investor Group Principal Amounts. (b) If any of the following events shall occur, then the Commitment Amounts shall be automatically reduced on the dates and in the amounts set forth below with respect to the applicable event and the other consequences set forth below with respect to the applicable event shall ensue (and the Master Issuer shall give the Trustee, the Control Party, each Funding Agent and the Administrative Agent prompt written notice thereof): ): (~~i) (A~~i)(A) if the Outstanding Principal Amount of the Series ~~2021~~2017-1 Class A-1 Notes has not been paid in full or otherwise refinanced in full (which refinancing may also include an extension thereof) by the Business Day immediately preceding the Series ~~2021~~2017-1 Class A-1 ~~Anticipated Repayment~~ Notes Renewal Date, on such Business Day, (x) the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings shall be repaid in full with proceeds of Advances made on such date (and the Master Issuer shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made), and (y) the Swingline Commitment and the L/C Commitment shall both be automatically and permanently reduced to zero; and (B) upon a Series ~~2021~~2017-1 Class A-1 Notes Amortization Event, (x) the Commitments with respect to all undrawn Commitment Amounts shall automatically and permanently terminate and the corresponding portions of the Series ~~2021~~2017-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis) and (y) each payment of principal on the Series ~~2021~~2017-1 Class A-1 Outstanding Principal Amount occurring 11 following such Series ~~2021~~2017-1 Class A-1 Notes Amortization Event shall result automatically and permanently in a dollar-for-dollar reduction of the Series ~~2021~~2017-1 Class A-1 Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis; ; (~~ii) if~~ ii)if a Rapid Amortization Event occurs prior to the Series ~~2021~~2017-1 Class A-1 ~~Anticipated Repayment~~ Notes Renewal Date, then (A) on the date such Rapid Amortization Event occurs, the Commitments with respect to all undrawn Commitment Amounts shall automatically terminate, which termination shall be deemed to have occurred immediately following the making of Advances pursuant to clause (B) below, and the corresponding portions of the Series ~~2021~~2017-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis); (B) no later than the second Business Day after the occurrence of such Rapid Amortization Event, the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings (to the extent not repaid pursuant to Section 2.08(a) or Section 4.03(b)) shall be repaid in full with proceeds of Advances (and the Master Issuer shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made) and the Swingline Commitment and the L/C Commitment shall be automatically reduced to zero and by such amount of Unreimbursed L/C Drawings, respectively; and (C) each payment of principal (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections ~~4.02(b)~~4.02, 4.03(a), 4.03(b) and 9.18(c)(ii)) on the Series ~~2021~~2017-1 Class A-1 Outstanding Principal Amount occurring on or after the date of such Rapid Amortization Event (excluding the repayment of any outstanding Swingline Loans and Unreimbursed L/C Drawings with proceeds of Advances pursuant to clause (B) above) shall result automatically in a dollar-for-dollar reduction of the Series ~~2021~~2017-1 Class A-1 Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis; provided that if such Rapid Amortization Event shall cease to be in effect pursuant to Section 9.1(e) of the Base Indenture, then the Commitments, Swingline Commitment, L/C Commitment, Series ~~2021~~2017-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be restored to the amounts in effect immediately prior to the occurrence of such Rapid Amortization Event; (iii) [Reserved]; (iv) if payments in connection with Indemnification, Asset Disposition and Insurance/Condemnation Payment Amounts are allocated to and deposited in the Series 2021-1 Class A-1 Distribution Account in accordance with Section 3.6(j) of the Series 2021-1 Supplement at a time when either (i) no Senior Notes other than Series 2021-1 Class A-1 Notes are Outstanding or (ii) if a Series 2021-1 Class A-1 Notes Amortization Period is continuing, then (x) the aggregate Commitment Amount shall be automatically and permanently reduced on the date of such deposit by an amount (the “Series 2021-1 Class A-1 Allocated Payment Reduction Amount”) equal to the amount of such deposit, and each Committed Note Purchaser’s Commitment Amount shall be reduced on a pro rata basis of such Series 2021-1 Class A-1 Allocated Payment Reduction Amount based on each Committed Note Purchaser’s Commitment Amount, (y) the corresponding portions of the Series 2021-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced on a pro rata basis based on each Investor Group’s Maximum Investor Group Principal Amount by a corresponding amount on such date (and, if after giving effect to such reduction the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment, then the aggregate amount of the Swingline Commitment and the L/C Commitment shall be reduced by the amount of such difference, with such reduction to be allocated between them in accordance with the written instructions of the Master Issuer delivered prior to such date; provided that after giving effect thereto the aggregate amount of the Swingline Loans and the L/C Obligations do not exceed the Swingline Commitment and the L/C Commitment, respectively, as so reduced; provided, further, that in the absence of such instructions, such reduction shall be allocated first to the Swingline Commitment and then to the L/C Commitment) and (z) the Series 2021-1 Class A-1 Outstanding Principal Amount shall be repaid or prepaid (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections 4.02(b), 4.03(a), 4.03(b) and 9.18(c)(ii)) in an aggregate amount equal to such Series 2021-1 Class A-1 Allocated Payment Reduction Amount on the date and in the order required by Section 3.6(j) of the Series 2021-1 Supplement; and (v) if any Event of Default shall occur and be continuing (and shall not have been waived in accordance with the Base Indenture) and as a result the payment of the Series 2021-1 Class A-1 Notes is accelerated pursuant to the terms of the Base Indenture (and such acceleration shall not have been rescinded in accordance with the Base Indenture), then in addition to the consequences set forth in clause (ii) above in respect of the Rapid Amortization Event resulting from such Event of Default, the Series 2021-1 Class A-1 Maximum Principal Amount, the Commitment Amounts, the Swingline Commitment, the L/C Commitment and the Maximum Investor Group Principal Amounts shall all be automatically and permanently reduced to zero upon such acceleration and the Master Issuer shall (in accordance with the Series 2021-1 Supplement) cause the Series 2021-1 Class A-1 Outstanding Principal Amount to be paid in full (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections 4.02(b), 4.03(a), 4.03(b) and 9.18(c)(ii)), together with accrued interest, Series 2021-1 Class A-1 Quarterly Commitment Fees, Series 2021-1 Class A-1 Notes Other Amounts and all other amounts then due and payable to the Lender Parties, the Administrative Agent and the Funding Agents under this Agreement and the other Related Documents and any unreimbursed Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate) subject to and in accordance with the Priority of Payments.

Appears in 1 contract

Samples: Note Purchase Agreement

Reduction in Commitments. (a) The ~~Master Issuer~~ Co-Issuers may, upon three (3) Business Days’ notice to the Administrative Agent (who shall promptly notify the Trustee, the Control Party, each Funding Agent and each Investor), effect a permanent reduction in the Series ~~2021~~2015-1 Class A-1 Maximum Principal Amount and a corresponding reduction in each Commitment Amount and Maximum Investor Group Principal Amount on a pro rata basis; provided that (i) any such reduction will be limited to the undrawn portion of the Commitments, although any such reduction may be combined with a Voluntary Decrease effected pursuant to and in accordance with Section 2.2(b) of the Series ~~2021~~2015-1 Supplement, (ii) any such reduction must be in a minimum amount of $~~1,000,000~~5,000,000, (iii) after giving effect to such reduction, the Series ~~2021~~2015-1 Class A-1 Maximum Principal Amount equals or exceeds $5,000,000, unless reduced to zero, and (iv) no such reduction shall be permitted if, after giving effect thereto, (x) the aggregate Commitment Amounts would be less than the Series ~~2021~~2015-1 Class A-1 Outstanding Principal Amount (excluding any Undrawn L/C Face Amounts with respect to which cash collateral is held by the L/C Provider pursuant to Section 4.03(b)) or (y) the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment. Any reduction made pursuant to this Section 2.05(a) shall be made ratably among the Investor Groups on the basis of their respective Maximum Investor Group Principal Amounts. (b) If any of the following events shall occur, then the Commitment Amounts shall be automatically reduced on the dates and in the amounts set forth below with respect to the applicable event and the other consequences set forth below with respect to the applicable event shall ensue (and the ~~Master Issuer~~ Co-Issuers shall give the Trustee, the Control Party, each Funding Agent and the Administrative Agent prompt written notice thereof): (i) (A) if the Outstanding Principal Amount of the Series ~~2021~~2015-1 Class A-1 Notes has not been paid in full or otherwise refinanced in full (which refinancing may also include an extension thereof) by the Business Day immediately preceding the Series ~~2021~~2015-1 Class A-1 ~~Anticipated Repayment~~ Senior Notes Renewal Date, on such Business Day, (x) the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings shall be repaid in full with proceeds of Advances made on such date (and the ~~Master Issuer~~ Co-Issuers shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made), and (y) the Swingline Commitment and the L/C Commitment shall both be automatically and permanently reduced to zero; and (B) upon a Series ~~2021~~2015-1 Class A-1 Senior Notes Amortization Event, (x) the Commitments with respect to all undrawn Commitment Amounts shall automatically and permanently terminate and the corresponding portions of the Series ~~2021~~2015-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis) and (y) each payment of principal on the Series ~~2021~~2015-1 Class A-1 Outstanding Principal Amount occurring following such Series ~~2021~~2015-1 Class A-1 Senior Notes Amortization Event shall result automatically and permanently in a dollar-for-dollar reduction of the Series ~~2021~~2015-1 Class A-1 Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis; (ii) if a Rapid Amortization Event occurs prior to the Series ~~2021~~2015-1 Class A-1 ~~Anticipated Repayment~~ Senior Notes Renewal Date, then (A) on the date such Rapid Amortization Event occurs, the Commitments with respect to all undrawn Commitment Amounts shall automatically terminate, which termination shall be deemed to have occurred immediately following the making of Advances pursuant to clause (B) below, and the corresponding portions of the Series ~~2021~~2015-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis); (B) no later than the second Business Day after the occurrence of such Rapid Amortization Event, the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings (to the extent not repaid pursuant to Section 2.08(a) or Section 4.03(b)) shall be repaid in full with proceeds of Advances (and the ~~Master Issuer~~ Co-Issuers shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made) and the Swingline Commitment shall be automatically reduced to zero and the L/C Commitment shall be automatically reduced ~~to zero and~~ by such amount of Unreimbursed L/C ~~Drawings, respectively~~Drawings repaid by such Advances; and (C) each payment of principal (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections 4.02(b), 4.03(a), 4.03(b) and 9.18(c)(ii)) on the Series ~~2021~~2015-1 Class A-1 Outstanding Principal Amount occurring on or after the date of such Rapid Amortization Event (excluding the repayment of any outstanding Swingline Loans and Unreimbursed L/C Drawings with proceeds of Advances pursuant to clause (B) above) shall result automatically in a dollar-for-dollar reduction of the Series ~~2021~~2015-1 Class A-1 Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis; provided that if such Rapid Amortization Event shall cease to be in effect pursuant to Section 9.1(e) of the Base Indenture, then the Commitments, Swingline Commitment, L/C Commitment, Series ~~2021~~2015-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be restored to the amounts in effect immediately prior to the occurrence of such Rapid Amortization Event; (iii) ~~[Reserved]~~if a Change of Control occurs (unless the Control Party has provided its prior written consent thereto), then (A) on the date such Change of Control occurs, (x) all undrawn portions of the Commitments shall automatically and permanently terminate, which termination shall be deemed to have occurred immediately following the making of Advances pursuant to clause (B) below, and the corresponding portions of the Series 2015-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis), (y) the Commitment Amounts shall automatically and permanently be reduced to zero, which reduction shall be deemed to have occurred immediately following the making of Advances pursuant to clause (B) below, and (z) the Swingline Commitment and the L/C Commitment shall both be automatically and permanently reduced to zero; (B) if the Series 2015-1 Prepayment Date specified in the applicable Prepayment Notice is scheduled to occur more than two Business Days after such occurrence, then no later than the second Business Day after the occurrence of such Change of Control, the principal amount of all then outstanding Swingline Loans and Unreimbursed L/C Drawings shall be repaid in full with proceeds of Advances (and the Co-Issuers shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made); and (C) on the Series 2015-1 Prepayment Date specified in the applicable Prepayment Notice, (x) the Series 2015-1 Class A-1 Maximum Principal Amount, the Commitment Amounts and the Maximum Investor Group Principal Amounts shall all be automatically and permanently reduced to zero, and (y) the Co-Issuers shall cause the Series 2015-1 Class A-1 Outstanding Principal Amount to be paid in full (or, in the case of any then-outstanding Undrawn L/C Face Amounts, to be fully cash collateralized pursuant to Section 4.02 or 4.03), together with accrued interest and fees and all other amounts then due and payable to the Lender Parties, the Administrative Agent and the Funding Agents under this Agreement and the other Related Documents and any unreimbursed Servicing Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate), subject to and in accordance with the Priority of Payments; (iv) if ~~payments in connection with Indemnification, Asset~~ Indemnification Payments or Real Estate Disposition ~~and Insurance/Condemnation Payment Amounts~~ Proceeds are allocated to and deposited in the Series ~~2021~~2015-1 Class A-1 Distribution Account in accordance with Section 3.6(j) of the Series ~~2021~~2015-1 Supplement at a time when either (i) no Senior Notes other than Series ~~2021~~2015-1 Class A-1 Notes are Outstanding or (ii) if a Series ~~2021~~2015-1 Class A-1 Senior Notes Amortization Period is continuing, then (x) the aggregate Commitment Amount shall be automatically and permanently reduced on the date of such deposit by an amount (the “Series ~~2021~~2015-1 Class A-1 Allocated Payment Reduction Amount”) equal to the amount of such deposit, and each Committed Note Purchaser’s Commitment Amount shall be reduced on a pro rata basis of such Series ~~2021~~2015-1 Class A-1 Allocated Payment Reduction Amount based on each Committed Note Purchaser’s Commitment Amount, (y) the corresponding portions of the Series ~~2021~~2015-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced on a pro rata basis based on each Investor Group’s Maximum Investor Group Principal Amount by a corresponding amount on such date (and, if after giving effect to such reduction the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment, then the aggregate amount of the Swingline Commitment and the L/C Commitment shall be reduced by the amount of such difference, with such reduction to be allocated between them in accordance with the written instructions of the ~~Master Issuer~~ Co-Issuers delivered prior to such date; provided that after giving effect thereto the aggregate amount of the Swingline Loans and the L/C Obligations do not exceed the Swingline Commitment and the L/C Commitment, respectively, as so reduced; provided, further, that in the absence of such instructions, such reduction shall be allocated first to the Swingline Commitment and then to the L/C Commitment) and (z) the Series ~~2021~~2015-1 Class A-1 Outstanding Principal Amount shall be repaid or prepaid (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections 4.02(b), 4.03(a), 4.03(b) and 9.18(c)(ii)) in an aggregate amount equal to such Series ~~2021~~2015-1 Class A-1 Allocated Payment Reduction Amount on the date and in the order required by Section 3.6(j) of the Series ~~2021~~2015-1 Supplement; and (v) if any Event of Default shall occur and be continuing (and shall not have been waived in accordance with the Base Indenture) and as a result the payment of the Series ~~2021~~2015-1 Class A-1 Notes is accelerated pursuant to the terms of the Base Indenture (and such acceleration shall not have been rescinded in accordance with the Base Indenture), then in addition to the consequences set forth in clause (ii) above in respect of the Rapid Amortization Event resulting from such Event of Default, the Series ~~2021~~2015-1 Class A-1 Maximum Principal Amount, the Commitment Amounts, the Swingline Commitment, the L/C Commitment and the Maximum Investor Group Principal Amounts shall all be automatically and permanently reduced to zero upon such acceleration and the ~~Master Issuer~~ Co-Issuers shall (in accordance with the Series ~~2021~~2015-1 Supplement) cause the Series ~~2021~~2015-1 Class A-1 Outstanding Principal Amount to be paid in full (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections 4.02(b), 4.03(a), 4.03(b) and 9.18(c)(ii)), together with accrued interest, Series ~~2021~~2015-1 Class A-1 Quarterly Commitment Fees, Series ~~2021~~2015-1 Class A-1 ~~Notes~~ Other Amounts and all other amounts then due and payable to the Lender Parties, the Administrative Agent and the Funding Agents under this Agreement and the other Related Documents and any unreimbursed Servicing Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate) subject to and in accordance with the Priority of Payments.

Appears in 1 contract

Samples: Note Purchase Agreement (Dominos Pizza Inc)

Reduction in Commitments. (a) The ~~Master~~ Issuer may, upon at least three (3) Business Days’ notice to the Administrative Agent (who shall promptly notify the Trustee, the Control Party, each Funding Agent and each Investor), effect a permanent reduction in the Series ~~2021~~2018-1 Class A-1 Notes Maximum Principal Amount and a corresponding reduction in each Commitment Amount and Maximum Investor Group Principal Amount on a pro rata basis; provided that (i) any such reduction will be limited to the undrawn portion of the Commitments, although any such reduction may be combined with a Voluntary Decrease effected pursuant to and in accordance with Section 2.2(b) of the Series ~~2021~~2018-1 Supplement, (ii) any such reduction must be in a minimum amount of $1,000,000, (iii) after giving effect to such reduction, the Series ~~2021~~2018-1 Class A-1 Notes Maximum Principal Amount equals or exceeds $5,000,000, unless reduced to zero, and (iv) no such reduction shall be permitted if, after giving effect thereto, (x) the aggregate Commitment Amounts would be less than the Series ~~2021~~2018-1 Class A-1 Outstanding Principal Amount (excluding any Undrawn L/C Face Amounts with respect to which cash collateral is held by the L/C Provider pursuant to Section 4.03(b)) or (y) the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment. Any reduction made pursuant to this Section 2.05(a) shall be made ratably among the Investor Groups on the basis of their respective Maximum Investor Group Principal Amounts. (b) If any of the following events shall occur, then the Commitment Amounts shall be automatically and permanently reduced on the dates and in the amounts set forth below with respect to the applicable event and the other consequences set forth below with respect to the applicable event shall ensue (and the ~~Master~~ Issuer shall give the Trustee, the Control Party, each Funding Agent and the Administrative Agent prompt written notice thereof): (i) ~~(A)~~ if the Outstanding Principal Amount of the Series ~~2021~~2018-1 Class A-1 Notes has not been paid in full or otherwise refinanced in full (which refinancing may also include an extension thereof) by the Business Day immediately preceding the ~~Series 2021-1~~ Class A-1 ~~Anticipated Repayment~~ Notes Renewal Date, (A) on such Business Day, (x) the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings shall be repaid in full with proceeds of Advances made on such date (and the ~~Master~~ Issuer shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made), and (y) the Swingline Commitment and the L/C Commitment shall both be automatically and permanently reduced to ~~zero;~~ zero and (B) ~~upon a Series 2021-1 Class A-1 Notes Amortization Event,~~ (x) all undrawn portions of the Commitments ~~with respect to all undrawn Commitment Amounts~~ shall automatically and permanently terminate and the corresponding portions of the Series ~~2021~~2018-1 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis) and (y) each payment of principal on the Series ~~2021~~2018-1 Class A-1 Outstanding Principal Amount occurring on or following such ~~Series 2021-1 Class A-1 Notes Amortization Event~~ Business Day shall result automatically and permanently in a dollar-for-dollar reduction of the Series ~~2021~~2018-1 Class A-1 Notes Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis; (ii) if a Rapid Amortization Event (other than a Rapid Amortization Event triggered by an Event of Default) occurs and is continuing (and shall not have been waived as provided in the Base Indenture) prior to the ~~Series 2021-1~~ Class A-1 ~~Anticipated Repayment~~ Notes Renewal Date, then (A) on the date such Rapid Amortization Event occurs, (x) all undrawn portions of the Commitments ~~with respect to all undrawn Commitment Amounts~~ shall automatically and permanently terminate, which termination shall be deemed to have occurred immediately following the making of Advances pursuant to clause (B) below, and the corresponding portions of the Series ~~2021~~2018-1 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis); , (B) no later than the second Business Day after the occurrence of such Rapid Amortization Event, the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings ~~(to the extent not repaid pursuant to Section 2.08(a) or Section 4.03(b))~~ shall be repaid in full with proceeds of Advances (and the ~~Master~~ Issuer shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made) and the Swingline Commitment shall be automatically reduced to zero and the L/C Commitment shall be automatically reduced ~~to zero~~ by the unused portion thereof and by such amount of Unreimbursed L/C ~~Drawings, respectively~~Drawings repaid by such Advances; and (C) each payment of principal (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections ~~4.02(b)~~4.02, 4.03(a), 4.03(b) and 9.18(c)(ii)) on the Series ~~2021~~2018-1 Class A-1 Outstanding Principal Amount occurring on or after the date of such Rapid Amortization Event (excluding the repayment of any outstanding Swingline Loans and Unreimbursed L/C Drawings with proceeds of Advances pursuant to clause (B) above) shall result automatically and permanently in a dollar-for-dollar reduction of the Series ~~2021~~2018-1 Class A-1 Notes Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis; provided ~~that~~ that, in each case, if ~~such~~ any Rapid Amortization Event occurring solely under (1) clause (a) of the definition thereof shall cease to be in effect ~~pursuant to Section 9.1(e~~as a result of being waived in accordance with the Base Indenture or (2) clause (d) of the definition thereof shall cease to be in effect as a result of being cured in accordance with the terms of such clause (d) set forth in the Base Indenture, then in either such case the Commitments, Swingline Commitment, L/C Commitment, Series ~~2021~~2018-1 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be restored to the amounts in effect immediately prior to the occurrence of such Rapid Amortization Event;. (iii) [~~Reserved~~Intentionally omitted]; (iv) if payments in connection with ~~Indemnification~~Indemnification Amounts, ~~Asset Disposition and~~ Insurance/Condemnation ~~Payment Amounts~~ Proceeds or Asset Disposition Proceeds are allocated to and deposited in the Series ~~2021~~2018-1 Class A-1 Distribution Account in accordance with Section ~~3.6(j~~3.6(i) of the Series ~~2021~~2018-1 Supplement at a time when either (i) no Senior Notes other than Series ~~2021~~2018-1 Class A-1 Notes are Outstanding or (ii) if a the Outstanding Principal Amount of the Series ~~2021~~2018-1 Class A-1 Notes ~~Amortization Period~~ has not been paid in full or otherwise refinanced in full (which refinancing may also include an extension thereof) by the Class A-1 Notes Renewal Date and such event is continuing, then (x) the aggregate Commitment Amount shall be automatically and permanently reduced on the date of such deposit by an amount (the “Series ~~2021~~2018-1 Class A-1 Allocated Payment Reduction Amount”) equal to the amount of such deposit, and each Committed Note Purchaser’s Commitment Amount shall be reduced on a pro rata basis of such Series ~~2021~~2018-1 Class A-1 Allocated Payment Reduction Amount based on each Committed Note Purchaser’s Commitment Amount, (y) the corresponding portions of the Series ~~2021~~2018-1 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced on a pro rata basis based on each Investor Group’s Maximum Investor Group Principal Amount by a corresponding amount on such date (and, if after giving effect to such reduction the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment, then the aggregate amount of the Swingline Commitment and the L/C Commitment shall be reduced by the amount of such difference, with such reduction to be allocated between them in accordance with the written instructions of the ~~Master~~ Issuer delivered prior to such date; provided that after giving effect thereto the aggregate amount of the Swingline Loans and the L/C Obligations do not exceed the Swingline Commitment and the L/C Commitment, respectively, as so reduced; ~~provided, further,~~ provided further that in the absence of such instructions, such reduction shall be allocated first to the Swingline Commitment and then to the L/C Commitment) and (z) the Series ~~2021~~2018-1 Class A-1 Outstanding Principal Amount shall be repaid or prepaid (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections ~~4.02(b)~~4.02, 4.03(a), 4.03(b) and 9.18(c)(ii)) in an aggregate amount equal to such Series ~~2021~~2018-1 Class A-1 Allocated Payment Reduction Amount on the date and in the order required by Section ~~3.6(j~~3.6(i) of the Series ~~2021~~2018-1 Supplement; and (v) if any Event of Default shall occur and be continuing (and shall not have been waived in accordance with the Base Indenture) and as a result the payment of the Series ~~2021~~2018-1 Class A-1 Notes is accelerated pursuant to the terms of the Base Indenture (and such acceleration shall not have been rescinded in accordance with the Base Indenture), ~~then in addition to the consequences set forth in clause (ii) above in respect of the Rapid Amortization Event resulting from such Event of Default,~~ the Series ~~2021~~2018-1 Class A-1 Notes Maximum Principal Amount, the Commitment Amounts, the Swingline Commitment, the L/C Commitment and the Maximum Investor Group Principal Amounts shall all be automatically and permanently reduced to zero upon such acceleration and the ~~Master~~ Issuer shall (in accordance with the Series ~~2021~~2018-1 Supplement) cause the Series ~~2021~~2018-1 Class A-1 Outstanding Principal Amount to be paid in full (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections ~~4.02(b)~~4.02, 4.03(a), 4.03(b) and 9.18(c)(ii)), ) together with accrued interest, Series ~~2021~~2018-1 Class A-1 Notes Quarterly Commitment ~~Fees~~Fees Amounts payable pursuant to the Series 2018-1 Supplement, Series ~~2021~~2018-1 Class A-1 Notes Other Amounts and all other amounts then due and payable to the Lender Parties, the Administrative Agent and the Funding Agents under this Agreement and the other ~~Related~~ Transaction Documents and any unreimbursed ~~Advances~~ Debt Service Advance, Collateral Protection Advance and Manager ~~Advances~~ Advance (in each case, with interest thereon at the Advance Interest Rate) ), in each case subject to and in accordance with the provisions of the Base Indenture, including the Priority of Payments.

Appears in 1 contract

Samples: Class a 1 Note Purchase Agreement (Wingstop Inc.)

Reduction in Commitments. (a) The ~~Master~~ Issuer may, upon at least three (3) Business Days’ notice to the Administrative Agent (who shall promptly notify the Trustee, the Control Party, each Funding Agent and each Investor), effect a permanent reduction in the Series ~~2021~~2016-1 Class A-1 Notes Maximum Principal Amount and a corresponding reduction in each Commitment Amount and Maximum Investor Group Principal Amount on a pro rata basis; provided that (i) any such reduction will be limited to the undrawn portion of the Commitments, although any such reduction may be combined with a Voluntary Decrease effected pursuant to and in accordance with Section 2.2(b) of the Series ~~2021~~2016-1 Supplement, (ii) any such reduction must be in a minimum amount of $1,000,000, (iii) after giving effect to such reduction, the Series ~~2021~~2016-1 Class A-1 Notes Maximum Principal Amount equals or exceeds $5,000,000, unless reduced to zero, and (iv) no such reduction shall be permitted if, after giving effect thereto, (x) the aggregate Commitment Amounts would be less than the Series ~~2021~~2016-1 Class A-1 Outstanding Principal Amount (excluding any Undrawn L/C Face Amounts with respect to which cash collateral is held by the L/C Provider pursuant to Section 4.03(b)) or (y) the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment. Any reduction made pursuant to this Section 2.05(a) shall be made ratably among the Investor Groups on the basis of their respective Maximum Investor Group Principal Amounts. (b) If any of the following events shall occur, then the Commitment Amounts shall be automatically and permanently reduced on the dates and in the amounts set forth below with respect to the applicable event and the other consequences set forth below with respect to the applicable event shall ensue (and the ~~Master~~ Issuer shall give the Trustee, the Control Party, each Funding Agent and the Administrative Agent prompt written notice thereof): (i) ~~(A)~~ if the Outstanding Principal Amount of the Series ~~2021~~2016-1 Class A-1 Notes has not been paid in full or otherwise refinanced in full (which refinancing may also include an extension thereof) by the Business Day immediately preceding the ~~Series 2021-1~~ Class A-1 ~~Anticipated Repayment~~ Notes Renewal Date, (A) on such Business Day, (x) the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings shall be repaid in full with proceeds of Advances made on such date (and the ~~Master~~ Issuer shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made), and (y) the Swingline Commitment and the L/C Commitment shall both be automatically and permanently reduced to ~~zero;~~ zero and (B) ~~upon a Series 2021-1 Class A-1 Notes Amortization Event,~~ (x) all undrawn portions of the Commitments ~~with respect to all undrawn Commitment Amounts~~ shall automatically and permanently terminate and the corresponding portions of the Series ~~2021~~2016-1 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis) and (y) each payment of principal on the Series ~~2021~~2016-1 Class A-1 Outstanding Principal Amount occurring on or following such ~~Series 2021-1 Class A-1 Notes Amortization Event~~ Business Day shall result automatically and permanently in a dollar-for-dollar reduction of the Series ~~2021~~2016-1 Class A-1 Notes Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis;. (ii) if a Rapid Amortization Event other than a Rapid Amortization Event triggered by an Event of Default occurs and is continuing (and shall not have been waived as provided in the Base Indenture) prior to the ~~Series 2021-1~~ Class A-1 ~~Anticipated Repayment~~ Notes Renewal Date, then (A) on the date such Rapid Amortization Event occurs, (x) all undrawn portions of the Commitments ~~with respect to all undrawn Commitment Amounts~~ shall automatically and permanently terminate, which termination shall be deemed to have occurred immediately following the making of Advances pursuant to clause (B) below, and the corresponding portions of the Series ~~2021~~2016-1 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis); , (B) no later than the second Business Day after the occurrence of such Rapid Amortization Event, the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings ~~(to the extent not repaid pursuant to Section 2.08(a) or Section 4.03(b))~~ shall be repaid in full with proceeds of Advances (and the ~~Master~~ Issuer shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made) and the Swingline Commitment shall be automatically reduced to zero and the L/C Commitment shall be automatically reduced ~~to zero and~~ by such amount of Unreimbursed L/C ~~Drawings, respectively~~Drawings repaid by such Advances; and (C) each payment of principal (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections ~~4.02(b)~~4.02, 4.03(a), 4.03(b) and 9.18(c)(ii)) on the Series ~~2021~~2016-1 Class A-1 Outstanding Principal Amount occurring on or after the date of such Rapid Amortization Event (excluding the repayment of any outstanding Swingline Loans and Unreimbursed L/C Drawings with proceeds of Advances pursuant to clause (B) above) shall result automatically and permanently in a dollar-for-dollar reduction of the Series ~~2021~~2016-1 Class A-1 Notes Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis; provided ~~that~~ that, in each case, if ~~such~~ any Rapid Amortization Event shall cease to be in effect ~~pursuant to Section 9.1(e)~~ as a result of being cured or waived in accordance with the Base Indenture, then the Commitments, Swingline Commitment, L/C Commitment, Series ~~2021~~2016-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be restored to the amounts in effect immediately prior to the occurrence of such Rapid Amortization Event;. (iii) [~~Reserved~~Intentionally omitted];. (iv) if payments in connection with ~~Indemnification~~Indemnification Amounts, Asset Disposition ~~and~~ Proceeds and/or Insurance/Condemnation ~~Payment Amounts~~ Proceeds are allocated to and deposited in the Series ~~2021~~2016-1 Class A-1 Distribution Account in accordance with Section ~~3.6(j~~3.6(i) of the Series ~~2021~~2016-1 Supplement at a time when either (i) no Senior Notes other than Series ~~2021~~2016-1 Class A-1 Notes are Outstanding or (ii) if a the Outstanding Principal Amount of the Series ~~2021~~2016-1 Class A-1 Notes ~~Amortization Period~~ has not been paid in full or otherwise refinanced in full (which refinancing may also include an extension thereof) by the Class A-1 Notes Renewal Date and such event is continuing, then (x) the aggregate Commitment Amount shall be automatically and permanently reduced on the date of such deposit by an amount (the “Series ~~2021~~2016-1 Class A-1 Allocated Payment Reduction Amount”) equal to the amount of such deposit, and each Committed Note Purchaser’s Commitment Amount shall be reduced on a pro rata basis of such Series ~~2021~~2016-1 Class A-1 Allocated Payment Reduction Amount based on each Committed Note Purchaser’s Commitment Amount, (y) the corresponding portions of the Series ~~2021~~2016-1 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced on a pro rata basis based on each Investor Group’s Maximum Investor Group Principal Amount by a corresponding amount on such date (and, if after giving effect to such reduction the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment, then the aggregate amount of the Swingline Commitment and the L/C Commitment shall be reduced by the amount of such difference, with such reduction to be allocated between them in accordance with the written instructions of the ~~Master~~ Issuer delivered prior to such date; provided that after giving effect thereto the aggregate amount of the Swingline Loans and the L/C Obligations do not exceed the Swingline Commitment and the L/C Commitment, respectively, as so reduced; ~~provided, further,~~ provided further that in the absence of such instructions, such reduction shall be allocated first to the Swingline Commitment and then to the L/C Commitment) and (z) the Series ~~2021~~2016-1 Class A-1 Outstanding Principal Amount shall be repaid or prepaid (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections ~~4.02(b)~~4.02, 4.03(a), 4.03(b) and 9.18(c)(ii)) in an aggregate amount equal to such Series ~~2021~~2016-1 Class A-1 Allocated Payment Reduction Amount on the date and in the order required by Section 3.6(j) of the Series ~~2021~~2016-1 Supplement; and (v) if any Event of Default shall occur and be continuing (and shall not have been waived in accordance with the Base Indenture) and as a result the payment of the Series ~~2021~~2016-1 Class A-1 Notes is accelerated pursuant to the terms of the Base Indenture (and such acceleration shall not have been rescinded in accordance with the Base Indenture), ~~then in addition to the consequences set forth in clause (ii) above in respect of the Rapid Amortization Event resulting from such Event of Default,~~ the Series ~~2021~~2016-1 Class A-1 Notes Maximum Principal Amount, the Commitment Amounts, the Swingline Commitment, the L/C Commitment and the Maximum Investor Group Principal Amounts shall all be automatically and permanently reduced to zero upon such acceleration and the ~~Master~~ Issuer shall (in accordance with the Series ~~2021~~2016-1 Supplement) cause the Series ~~2021~~2016-1 Class A-1 Outstanding Principal Amount to be paid in full (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections ~~4.02(b)~~4.02, 4.03(a), 4.03(b) and 9.18(c)(ii)), ) together with accrued interest, Series ~~2021~~2016-1 Class A-1 Notes Quarterly Commitment ~~Fees~~Fees Amounts payable pursuant to the Series Supplement, Series ~~2021~~2016-1 Class A-1 Notes Other Amounts and all other amounts then due and payable to the Lender Parties, the Administrative Agent and the Funding Agents under this Agreement and the other ~~Related~~ Transaction Documents and any unreimbursed ~~Advances~~ Debt Service Advance, Collateral Protection Advance and Manager ~~Advances~~ Advance (in each case, with interest thereon at the Advance Interest Rate) ), in each case subject to and in accordance with the provisions of the Base Indenture, including the Priority of Payments.

Appears in 1 contract

Samples: Note Purchase Agreement (Yum Brands Inc)

Reduction in Commitments. (a) The ~~Master Issuer~~ Co-Issuers may, upon three (3) Business Days’ notice to the Administrative Agent (who shall promptly notify the Trustee, the Control Party, each Funding Agent and each Investor), effect a permanent reduction in the Series ~~2021~~2017-1 Class A-1 Maximum Principal Amount and a corresponding reduction in each Commitment Amount and Maximum Investor Group Principal Amount on a pro rata basis; provided that (i) any such reduction will be limited to the undrawn portion of the Commitments, although any such reduction may be combined with a Voluntary Decrease effected pursuant to and in accordance with Section 2.2(b) of the Series ~~2021~~2017-1 Supplement, (ii) any such reduction must be in a minimum amount of $~~1,000,000~~5,000,000, (iii) after giving effect to such reduction, the Series ~~2021~~2017-1 Class A-1 Maximum Principal Amount equals or exceeds $5,000,000, unless reduced to zero, and (iv) no such reduction shall be permitted if, after giving effect thereto, (x) the aggregate Commitment Amounts would be less than the Series ~~2021~~2017-1 Class A-1 Outstanding Principal Amount (excluding any Undrawn L/C Face Amounts with respect to which cash collateral is held by the L/C Provider pursuant to Section 4.03(b)) or (y) the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment. Any reduction made pursuant to this Section 2.05(a) shall be made ratably among the Investor Groups on the basis of their respective Maximum Investor Group Principal Amounts. (b) If any of the following events shall occur, then the Commitment Amounts shall be automatically reduced on the dates and in the amounts set forth below with respect to the applicable event and the other consequences set forth below with respect to the applicable event shall ensue (and the ~~Master Issuer~~ Co-Issuers shall give the Trustee, the Control Party, each Funding Agent and the Administrative Agent prompt written notice thereof): (i) (A) if the Outstanding Principal Amount of the Series ~~2021~~2017-1 Class A-1 Notes has not been paid in full or otherwise refinanced in full (which refinancing may also include an extension thereof) by the Business Day immediately preceding the Series ~~2021~~2017-1 Class A-1 ~~Anticipated Repayment~~ Senior Notes Renewal Date, on such Business Day, (x) the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings shall be repaid in full with proceeds of Advances made on such date (and the ~~Master Issuer~~ Co-Issuers shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made), and (y) the Swingline Commitment and the L/C Commitment shall both be automatically and permanently reduced to zero; and (B) upon a Series ~~2021~~2017-1 Class A-1 Senior Notes Amortization Event, (x) the Commitments with respect to all undrawn Commitment Amounts shall automatically and permanently terminate and the ~~corresponding portions of the Series 2021-1 Class A-1 Maximum Principal Amount and the~~ Maximum Investor Group Principal Amounts shall be automatically and permanently reduced by a corresponding amount ~~(with respect to the Maximum Investor Group Principal Amounts,~~ on a pro rata ~~basis)~~ basis and (y) each payment of principal on the Series ~~2021~~2017-1 Class A-1 Outstanding Principal Amount occurring following such Series ~~2021~~2017-1 Class A-1 Senior Notes Amortization Event shall result automatically and permanently in a dollar-for-dollar reduction of the Series ~~2021~~2017-1 Class A-1 Maximum Principal Amount and a corresponding reduction in each Commitment Amount and each Maximum Investor Group Principal Amount on a pro rata basis; (ii) if a Rapid Amortization Event occurs prior to the Series ~~2021~~2017-1 Class A-1 ~~Anticipated Repayment~~ Senior Notes Renewal Date, then (A) on the date such Rapid Amortization Event occurs, the Commitments with respect to all undrawn Commitment Amounts shall automatically terminate, which termination shall be deemed to have occurred immediately following the making of Advances pursuant to clause (Bb) below, ~~and the corresponding portions of the Series 2021-1 Class A-1 Maximum Principal Amount~~ and the Maximum Investor Group Principal Amounts shall be automatically reduced by a corresponding amount ~~(with respect to the Maximum Investor Group Principal Amounts,~~ on a pro rata basis); (B) no later than the second Business Day after the occurrence of such Rapid Amortization Event, the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings (to the extent not repaid pursuant to Section 2.08(a) or Section 4.03(b)) shall be repaid in full with proceeds of Advances (and the ~~Master Issuer~~ Co-Issuers shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made) and the Swingline Commitment shall be automatically reduced to zero and the L/C Commitment shall be automatically reduced ~~to zero and~~ by such amount of Unreimbursed L/C ~~Drawings, respectively~~Drawings repaid by such Advances; and (C) each payment of principal (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections Section 4.02(b), Section 4.03(a), Section 4.03(b) and Section 9.18(c)(ii)) on the Series ~~2021~~2017-1 Class A-1 Outstanding Principal Amount occurring on or after the date of such Rapid Amortization Event (excluding the repayment of any outstanding Swingline Loans and Unreimbursed L/C Drawings with proceeds of Advances pursuant to clause (Bb) above) shall result automatically in a dollar-for-dollar reduction of the Series ~~2021~~2017-1 Class A-1 Maximum Principal Amount and a corresponding reduction in each Commitment Amount and each Maximum Investor Group Principal Amount on a pro rata basis; provided that if such Rapid Amortization Event shall cease to be in effect pursuant to Section 9.1(e) of the Base Indenture, then the Commitments, Commitment Amounts, Swingline Commitment, L/C Commitment, Series ~~2021~~2017-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be restored to the amounts in effect immediately prior to the occurrence of such Rapid Amortization Event; (iii) ~~[Reserved]~~if a Change of Control occurs (unless the Control Party has provided its prior written consent thereto), then (A) on the date such Change of Control occurs, (x) all undrawn portions of the Commitments shall automatically and permanently terminate, which termination shall be deemed to have occurred immediately following the making of Advances pursuant to clause (b) below, and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced by a corresponding amount on a pro rata basis), (y) the Commitment Amounts shall automatically and permanently be reduced to zero, which reduction shall be deemed to have occurred immediately following the making of Advances pursuant to clause (b) below, and (z) the Swingline Commitment and the L/C Commitment shall both be automatically and permanently reduced to zero; (B) if the Series 2017-1 Prepayment Date specified in the applicable Prepayment Notice is scheduled to occur more than two Business Days after such occurrence, then no later than the second Business Day after the occurrence of such Change of Control, the principal amount of all then outstanding Swingline Loans and Unreimbursed L/C Drawings shall be repaid in full with proceeds of Advances (and the Co-Issuers shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made); and (C) on the Series 2017-1 Prepayment Date specified in the applicable Prepayment Notice, (x) the Commitment Amounts and the Maximum Investor Group Principal Amounts shall all be automatically and permanently reduced to zero, and (y) the Co-Issuers shall cause the Series 2017-1 Class A-1 Outstanding Principal Amount to be paid in full (or, in the case of any then-outstanding Undrawn L/C Face Amounts, to be fully cash collateralized pursuant to Section 4.02 or Section 4.03), together with accrued interest and fees and all other amounts then due and payable to the Lender Parties, the Administrative Agent and the Funding Agents under this Agreement and the other Related Documents and any unreimbursed Servicing Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate), subject to and in accordance with the Priority of Payments; (iv) if ~~payments in connection with Indemnification, Asset~~ Indemnification Payments or Real Estate Disposition ~~and Insurance/Condemnation Payment Amounts~~ Proceeds are allocated to and deposited in the Series ~~2021~~2017-1 Class A-1 Distribution Account in accordance with Section 3.6(j) of the Series ~~2021~~2017-1 Supplement at a time when either (i) no Senior Notes other than Series ~~2021~~2017-1 Class A-1 Notes are Outstanding or (ii) if a Series ~~2021~~2017-1 Class A-1 Senior Notes Amortization Period is continuing, then ~~(x)~~ the ~~aggregate Commitment~~ Series 2017-1 Class A-1 Maximum Principal Amount shall be automatically and permanently reduced on the date of such deposit by an amount (the “Series ~~2021~~2017-1 Class A-1 Allocated Payment Reduction Amount”) equal to the amount of such deposit, and there shall be a corresponding reduction in each ~~Committed Note Purchaser’s~~ Commitment Amount ~~shall be reduced~~ and each Maximum Investor Group Principal Amount on a pro rata basis of such Series 2021-1 Class A-1 Allocated Payment Reduction Amount based on each Committed Note Purchaser’s Commitment Amount, (y) the corresponding portions of the Series 2021-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced on a pro rata basis based on each Investor Group’s Maximum Investor Group Principal Amount by a corresponding amount on such date (and, if after giving effect to such reduction the ~~aggregate Commitment Amounts~~ Series 2017-1 Class A-1 Maximum Principal Amount would be less than the sum of the Swingline Commitment and the L/C Commitment, then the aggregate amount of the Swingline Commitment and the L/C Commitment shall be reduced by the amount of such difference, with such reduction to be allocated between them in accordance with the written instructions of the ~~Master Issuer~~ Co-Issuers delivered prior to such date; provided that after giving effect thereto the aggregate amount of the Swingline Loans and the L/C Obligations do not exceed the Swingline Commitment and the L/C Commitment, respectively, as so reduced; provided, further, that in the absence of such instructions, such reduction shall be allocated first to the Swingline Commitment and then to the L/C Commitment) and (z) the Series ~~2021~~2017-1 Class A-1 Outstanding Principal Amount shall be repaid or prepaid (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections 4.02(b), 4.03(a), 4.03(b) and 9.18(c)(ii)) in an aggregate amount equal to such Series ~~2021~~2017-1 Class A-1 Allocated Payment Reduction Amount on the date and in the order required by Section 3.6(j) of the Series ~~2021~~2017-1 Supplement; and (v) if any Event of Default shall occur and be continuing (and shall not have been waived in accordance with the Base Indenture) and as a result the payment of the Series ~~2021~~2017-1 Class A-1 Notes is accelerated pursuant to the terms of the Base Indenture (and such acceleration shall not have been rescinded in accordance with the Base Indenture), then in addition to the consequences set forth in clause (ii) above in respect of the Rapid Amortization Event resulting from such Event of Default, the ~~Series 2021-1 Class A-1 Maximum Principal Amount, the~~ Commitment Amounts, the Swingline Commitment, the L/C Commitment and the Maximum Investor Group Principal Amounts shall all be automatically and permanently reduced to zero upon such acceleration and the ~~Master Issuer~~ Co-Issuers shall cause (in accordance with the Series ~~2021~~2017-1 Supplement) ~~cause~~ the Series ~~2021~~2017-1 Class A-1 Outstanding Principal Amount to be paid in full (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections 4.02(b), 4.03(a), 4.03(b) and 9.18(c)(ii)), together with accrued interest, Series ~~2021~~2017-1 Class A-1 Quarterly Commitment Fees, Series ~~2021~~2017-1 Class A-1 ~~Notes~~ Other Amounts and all other amounts then due and payable to the Lender Parties, the Administrative Agent and the Funding Agents under this Agreement and the other Related Documents and any unreimbursed Servicing Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate) subject to and in accordance with the Priority of Payments.

Appears in 1 contract

Samples: Note Purchase Agreement (Dominos Pizza Inc)

Reduction in Commitments. (a) The ~~Master Issuer~~ Co-Issuers may, upon three (3) Business Days’ notice to the Administrative Agent (who shall promptly notify the Trustee, the Control Party, each Funding Agent and each Investor), effect a permanent reduction in the Series 2021-1 Class A-1 Maximum Principal Amount and a corresponding reduction in each Commitment Amount and Maximum Investor Group Principal Amount on a pro rata basis; provided that (i) any such reduction will be limited to the undrawn portion of the Commitments, although any such reduction may be combined with a Voluntary Decrease effected pursuant to and in accordance with Section ~~2.2(b~~2.02(b) of the Series 2021-1 Supplement, (ii) any such reduction must be in a minimum amount of $~~1,000,000~~5,000,000, (iii) after giving effect to such reduction, the Series 2021-1 Class A-1 Maximum Principal Amount equals or exceeds $5,000,000, unless reduced to zero, and (iv) no such reduction shall be permitted if, after giving effect thereto, (x) the aggregate Commitment Amounts would be less than the Series 2021-1 Class A-1 Outstanding Principal Amount (excluding any Undrawn L/C Face Amounts with respect to which cash collateral is held by the L/C Provider pursuant to Section 4.03(b)) or (y) the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment. Any reduction made pursuant to this Section 2.05(a) shall be made ratably among the Investor Groups on the basis of their respective Maximum Investor Group Principal Amounts. (b) If any of the following events shall occur, then the Commitment Amounts shall be automatically reduced on the dates and in the amounts set forth below with respect to the applicable event and the other consequences set forth below with respect to the applicable event shall ensue (and the ~~Master Issuer~~ Co-Issuers shall give the Trustee, the Control Party, each Funding Agent and the Administrative Agent prompt written notice thereof): (i) (A) if the Outstanding Principal Amount of the Series 2021-1 Class A-1 Notes has not been paid in full or otherwise refinanced in full (which refinancing may also include an extension thereof) by the Business Day immediately preceding the Series 2021-1 Class A-1 ~~Anticipated Repayment~~ Senior Notes Renewal Date, on such Business Day, (x) the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings shall be repaid in full with proceeds of Advances made on such date (and the ~~Master Issuer~~ Co-Issuers shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made), and (y) the Swingline Commitment and the L/C Commitment shall both be automatically and permanently reduced to zero; and (B) upon a Series 2021-1 Class A-1 Senior Notes Amortization Event, (x) the Commitments with respect to all undrawn Commitment Amounts shall automatically and permanently terminate and the ~~corresponding portions of the Series 2021-1 Class A-1 Maximum Principal Amount and the~~ Maximum Investor Group Principal Amounts shall be automatically and permanently reduced by a corresponding amount ~~(with respect to the Maximum Investor Group Principal Amounts,~~ on a pro rata ~~basis)~~ basis and (y) each payment of principal on the Series 2021-1 Class A-1 Outstanding Principal Amount occurring following such Series 2021-1 Class A-1 Senior Notes Amortization Event shall result automatically and permanently in a dollar-for-dollar reduction of the Series 2021-1 Class A-1 Maximum Principal Amount and a corresponding reduction in each Commitment Amount and each Maximum Investor Group Principal Amount on a pro rata basis; (ii) if a Rapid Amortization Event occurs prior to the Series 2021-1 Class A-1 ~~Anticipated Repayment~~ Senior Notes Renewal Date, then (A) on the date such Rapid Amortization Event occurs, the Commitments with respect to all undrawn Commitment Amounts shall automatically terminate, which termination shall be deemed to have occurred immediately following the making of Advances pursuant to clause (B) below, and the ~~corresponding portions of the Series 2021-1 Class A-1 Maximum Principal Amount and the~~ Maximum Investor Group Principal Amounts shall be automatically reduced by a corresponding amount ~~(with respect to the Maximum Investor Group Principal Amounts,~~ on a pro rata basis); (B) no later than the second Business Day after the occurrence of such Rapid Amortization Event, the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings (to the extent not repaid pursuant to Section 2.08(a) or Section 4.03(b)) shall be repaid in full with proceeds of Advances (and the ~~Master Issuer~~ Co-Issuers shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made) and the Swingline Commitment shall be automatically reduced to zero and the L/C Commitment shall be automatically reduced ~~to zero and~~ by such amount of Unreimbursed L/C ~~Drawings, respectively~~Drawings repaid by such Advances; and (C) each payment of principal (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections Section 4.02(b), Section 4.03(a), Section 4.03(b) and Section 9.18(c)(ii)) on the Series 2021-1 Class A-1 Outstanding Principal Amount occurring on or after the date of such Rapid Amortization Event (excluding the repayment of any outstanding Swingline Loans and Unreimbursed L/C Drawings with proceeds of Advances pursuant to clause (B) above) shall result automatically in a dollar-for-dollar reduction of the Series 2021-1 Class A-1 Maximum Principal Amount and a corresponding reduction in each Commitment Amount and each Maximum Investor Group Principal Amount on a pro rata basis; provided that if such Rapid Amortization Event shall cease to be in effect pursuant to Section 9.1(e) of the Base Indenture, then the Commitments, Commitment Amounts, Swingline Commitment, L/C Commitment, Series 2021-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be restored to the amounts in effect immediately prior to the occurrence of such Rapid Amortization Event; (iii) ~~[Reserved]~~if a Change of Control occurs (unless the Control Party has provided its prior written consent thereto), then (A) on the date such Change of Control occurs, (x) all undrawn portions of the Commitments shall automatically and permanently terminate, which termination shall be deemed to have occurred immediately following the making of Advances pursuant to clause (B) below, and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced by a corresponding amount on a pro rata basis), (y) the Commitment Amounts shall automatically and permanently be reduced to zero, which reduction shall be deemed to have occurred immediately following the making of Advances pursuant to clause (B) below, and (z) the Swingline Commitment and the L/C Commitment shall both be automatically and permanently reduced to zero; (B) if the Series 2021-1 Prepayment Date specified in the applicable Prepayment Notice is scheduled to occur more than two Business Days after such occurrence, then no later than the second Business Day after the occurrence of such Change of Control, the principal amount of all then outstanding Swingline Loans and Unreimbursed L/C Drawings shall be repaid in full with proceeds of Advances (and the Co-Issuers shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made); and (C) on the Series 2021-1 Prepayment Date specified in the applicable Prepayment Notice, (x) the Commitment Amounts and the Maximum Investor Group Principal Amounts shall all be automatically and permanently reduced to zero, and (y) the Co-Issuers shall cause the Series 2021-1 Class A-1 Outstanding Principal Amount to be paid in full (or, in the case of any then-outstanding Undrawn L/C Face Amounts, to be fully cash collateralized pursuant to Section 4.02 or Section 4.03), together with accrued interest and fees and all other amounts then due and payable to the Lender Parties, the Administrative Agent and the Funding Agents under this Agreement and the other Related Documents and any unreimbursed Servicing Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate), subject to and in accordance with the Priority of Payments; (iv) if ~~payments in connection with Indemnification, Asset~~ Indemnification Payments or Real Estate Disposition ~~and Insurance/Condemnation Payment Amounts~~ Proceeds are allocated to and deposited in the Series 2021-1 Class A-1 Distribution Account in accordance with Section ~~3.6(j~~3.06(j) of the Series 2021-1 Supplement at a time when either (i) no Senior Notes other than Series 2021-1 Class A-1 Notes are Outstanding or (ii) if a Series 2021-1 Class A-1 Senior Notes Amortization Period is continuing, then ~~(x)~~ the ~~aggregate Commitment~~ Series 2021-1 Class A-1 Maximum Principal Amount shall be automatically and permanently reduced on the date of such deposit by an amount (the “Series 2021-1 Class A-1 Allocated Payment Reduction Amount”) equal to the amount of such deposit, and there shall be a corresponding reduction in each ~~Committed Note Purchaser’s~~ Commitment Amount ~~shall be reduced~~ and each Maximum Investor Group Principal Amount on a pro rata basis of such Series 2021-1 Class A-1 Allocated Payment Reduction Amount based on each Committed Note Purchaser’s Commitment Amount, (y) the corresponding portions of the Series 2021-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced on a pro rata basis based on each Investor Group’s Maximum Investor Group Principal Amount by a corresponding amount on such date (and, if after giving effect to such reduction the ~~aggregate Commitment Amounts~~ Series 2021-1 Class A-1 Maximum Principal Amount would be less than the sum of the Swingline Commitment and the L/C Commitment, then the aggregate amount of the Swingline Commitment and the L/C Commitment shall be reduced by the amount of such difference, with such reduction to be allocated between them in accordance with the written instructions of the ~~Master Issuer~~ Co-Issuers delivered prior to such date; provided that after giving effect thereto the aggregate amount of the Swingline Loans and the L/C Obligations do not exceed the Swingline Commitment and the L/C Commitment, respectively, as so reduced; provided, further, that in the absence of such instructions, such reduction shall be allocated first to the Swingline Commitment and then to the L/C Commitment) and ~~(z)~~ the Series 2021-1 Class A-1 Outstanding Principal Amount shall be repaid or prepaid (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections 4.02(b), 4.03(a), 4.03(b) and 9.18(c)(ii)) in an aggregate amount equal to such Series 2021-1 Class A-1 Allocated Payment Reduction Amount on the date and in the order required by Section ~~3.6(j~~3.06(j) of the Series 2021-1 Supplement; and (v) if any Event of Default shall occur and be continuing (and shall not have been waived in accordance with the Base Indenture) and as a result the payment of the Series 2021-1 Class A-1 Notes is accelerated pursuant to the terms of the Base Indenture (and such acceleration shall not have been rescinded in accordance with the Base Indenture), then in addition to the consequences set forth in clause (ii) above in respect of the Rapid Amortization Event resulting from such Event of Default, the ~~Series 2021-1 Class A-1 Maximum Principal Amount, the~~ Commitment Amounts, the Swingline Commitment, the L/C Commitment and the Maximum Investor Group Principal Amounts shall all be automatically and permanently reduced to zero upon such acceleration and the ~~Master Issuer~~ Co-Issuers shall cause (in accordance with the Series 2021-1 Supplement) ~~cause~~ the Series 2021-1 Class A-1 Outstanding Principal Amount to be paid in full (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections 4.02(b), 4.03(a), 4.03(b) and 9.18(c)(ii)), together with accrued interest, Series 2021-1 Class A-1 Quarterly Commitment Fees, Series 2021-1 Class A-1 ~~Notes~~ Other Amounts and all other amounts then due and payable to the Lender Parties, the Administrative Agent and the Funding Agents under this Agreement and the other Related Documents and any unreimbursed Servicing Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate) subject to and in accordance with the Priority of Payments.

Appears in 1 contract

Samples: Class a 1 Note Purchase Agreement (Dominos Pizza Inc)

Reduction in Commitments. (a) The Master Issuer may, upon three (3) Business Days’ notice to the Administrative Agent (who shall promptly notify the Trustee, the Control Party, each Funding Agent and each Investor), effect a permanent reduction in the Series ~~2021~~2020-1 Class A-1 Maximum Principal Amount and a corresponding reduction in each Commitment Amount and Maximum Investor Group Principal Amount on a pro rata basis; provided that (i) any such reduction will be limited to the undrawn portion of the Commitments, although any such reduction may be combined with a Voluntary Decrease effected pursuant to and in accordance with Section 2.2(b) of the Series ~~2021~~2020-1 Supplement, (ii) any such reduction must be in a minimum amount of $1,000,000, (iii) after giving effect to such reduction, the Series ~~2021~~2020-1 Class A-1 Maximum Principal Amount equals or exceeds $5,000,000, unless reduced to zero, and (iv) no such reduction shall be permitted if, after giving effect thereto, (x) the aggregate Commitment Amounts would be less than the Series ~~2021~~2020-1 Class A-1 Outstanding Principal Amount (excluding any Undrawn L/C Face Amounts with respect to which cash collateral is held by the L/C Provider pursuant to Section 4.03(b)) or (y) the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment. Any reduction made pursuant to this Section 2.05(a) shall be made ratably among the Investor Groups on the basis of their respective Maximum Investor Group Principal Amounts. (b) If any of the following events shall occur, then the Commitment Amounts shall be automatically reduced on the dates and in the amounts set forth below with respect to the applicable event and the other consequences set forth below with respect to the applicable event shall ensue (and the Master Issuer shall give the Trustee, the Control Party, each Funding Agent and the Administrative Agent prompt written notice thereof): (i) (A) if the Outstanding Principal Amount of the Series ~~2021~~2020-1 Class A-1 Notes has not been paid in full or otherwise refinanced in full (which refinancing may also include an extension thereof) by the Business Day immediately preceding the Series ~~2021~~2020-1 Class A-1 Anticipated Repayment Date, on such Business Day, (x) the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings shall be repaid in full with proceeds of Advances made on such date (and the Master Issuer shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made), and (y) the Swingline Commitment and the L/C Commitment shall both be automatically and permanently reduced to zero; and (B) upon a Series ~~2021~~2020-1 Class A-1 Notes Amortization Event, (x) the Commitments with respect to all undrawn Commitment Amounts shall automatically and permanently terminate and the corresponding portions of the Series ~~2021~~2020-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis) and (y) each payment of principal on the Series ~~2021~~2020-1 Class A-1 Outstanding Principal Amount occurring following such Series ~~2021~~2020-1 Class A-1 Notes Amortization Event shall result automatically and permanently in a dollar-for-dollar reduction of the Series ~~2021~~2020-1 Class A-1 Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis; (ii) if a Rapid Amortization Event occurs prior to the Series ~~2021~~2020-1 Class A-1 Anticipated Repayment Date, then (A) on the date such Rapid Amortization Event occurs, the Commitments with respect to all undrawn Commitment Amounts shall automatically terminate, which termination shall be deemed to have occurred immediately following the making of Advances pursuant to clause (B) below, and the corresponding portions of the Series ~~2021~~2020-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis); (B) no later than the second Business Day after the occurrence of such Rapid Amortization Event, the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings (to the extent not repaid pursuant to Section 2.08(a) or Section 4.03(b)) shall be repaid in full with proceeds of Advances (and the Master Issuer shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made) and the Swingline Commitment and the L/C Commitment shall be automatically reduced to zero and by such amount of Unreimbursed L/C Drawings, respectively; and (C) each payment of principal (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections 4.02(b), 4.03(a), 4.03(b) and 9.18(c)(ii)) on the Series ~~2021~~2020-1 Class A-1 Outstanding Principal Amount occurring on or after the date of such Rapid Amortization Event (excluding the repayment of any outstanding Swingline Loans and Unreimbursed L/C Drawings with proceeds of Advances pursuant to clause (B) above) shall result automatically in a dollar-for-dollar reduction of the Series ~~2021~~2020-1 Class A-1 Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis; provided that if such Rapid Amortization Event shall cease to be in effect pursuant to Section 9.1(e) of the Base Indenture, then the Commitments, Swingline Commitment, L/C Commitment, Series ~~2021~~2020-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be restored to the amounts in effect immediately prior to the occurrence of such Rapid Amortization Event; (iii) [Reserved]; (iv) if payments in connection with Indemnification, Asset Disposition and Insurance/Condemnation Payment Amounts are allocated to and deposited in the Series ~~2021~~2020-1 Class A-1 Distribution Account in accordance with Section 3.6(j) of the Series ~~2021~~2020-1 Supplement at a time when either (i) no Senior Notes other than Series ~~2021~~2020-1 Class A-1 Notes are Outstanding or (ii) if a Series ~~2021~~2020-1 Class A-1 Notes Amortization Period is continuing, then (x) the aggregate Commitment Amount shall be automatically and permanently reduced on the date of such deposit by an amount (the “Series ~~2021~~2020-1 Class A-1 Allocated Payment Reduction Amount”) equal to the amount of such deposit, and each Committed Note Purchaser’s Commitment Amount shall be reduced on a pro rata basis of such Series ~~2021~~2020-1 Class A-1 Allocated Payment Reduction Amount based on each Committed Note Purchaser’s Commitment Amount, (y) the corresponding portions of the Series ~~2021~~2020-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced on a pro rata basis based on each Investor Group’s Maximum Investor Group Principal Amount by a corresponding amount on such date (and, if after giving effect to such reduction the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment, then the aggregate amount of the Swingline Commitment and the L/C Commitment shall be reduced by the amount of such difference, with such reduction to be allocated between them in accordance with the written instructions of the Master Issuer delivered prior to such date; provided that after giving effect thereto the aggregate amount of the Swingline Loans and the L/C Obligations do not exceed the Swingline Commitment and the L/C Commitment, respectively, as so reduced; provided, further, that in the absence of such instructions, such reduction shall be allocated first to the Swingline Commitment and then to the L/C Commitment) and (z) the Series ~~2021~~2020-1 Class A-1 Outstanding Principal Amount shall be repaid or prepaid (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections 4.02(b), 4.03(a), 4.03(b) and 9.18(c)(ii)) in an aggregate amount equal to such Series ~~2021~~2020-1 Class A-1 Allocated Payment Reduction Amount on the date and in the order required by Section 3.6(j) of the Series ~~2021~~2020-1 Supplement; and (v) if any Event of Default shall occur and be continuing (and shall not have been waived in accordance with the Base Indenture) and as a result the payment of the Series ~~2021~~2020-1 Class A-1 Notes is accelerated pursuant to the terms of the Base Indenture (and such acceleration shall not have been rescinded in accordance with the Base Indenture), then in addition to the consequences set forth in clause (ii) above in respect of the Rapid Amortization Event resulting from such Event of Default, the Series ~~2021~~2020-1 Class A-1 Maximum Principal Amount, the Commitment Amounts, the Swingline Commitment, the L/C Commitment and the Maximum Investor Group Principal Amounts shall all be automatically and permanently reduced to zero upon such acceleration and the Master Issuer shall (in accordance with the Series ~~2021~~2020-1 Supplement) cause the Series ~~2021~~2020-1 Class A-1 Outstanding Principal Amount to be paid in full (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections 4.02(b), 4.03(a), 4.03(b) and 9.18(c)(ii)), together with accrued interest, Series ~~2021~~2020-1 Class A-1 Quarterly Commitment Fees, Series ~~2021~~2020-1 Class A-1 Notes Other Amounts and all other amounts then due and payable to the Lender Parties, the Administrative Agent and the Funding Agents under this Agreement and the other Related Documents and any unreimbursed Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate) subject to and in accordance with the Priority of Payments.

Appears in 1 contract

Samples: Class a 1 Note Purchase Agreement (Wendy's Co)

Reduction in Commitments. (a) The ~~Master Issuer~~ Co-Issuers may, upon three (3) Business Days’ notice to the Administrative Agent (who shall promptly notify the Trustee, the Control Party, each Funding Agent and each Investor), effect a permanent reduction in the Series ~~2021~~2012-1 Class A-1 Maximum Principal Amount and a corresponding reduction in each Commitment Amount and Maximum Investor Group Principal Amount on a pro rata basis; provided that (i) any such reduction will be limited to the undrawn portion of the Commitments, although any such reduction may be combined with a Voluntary Decrease effected pursuant to and in accordance with Section 2.2(b) of the Series ~~2021~~2012-1 Supplement, (ii) any such reduction must be in a minimum amount of $~~1,000,000~~5,000,000, (iii) after giving effect to such reduction, the Series ~~2021~~2012-1 Class A-1 Maximum Principal Amount equals or exceeds $5,000,000, unless reduced to zero, and (iv) no such reduction shall be permitted if, after giving effect thereto, (x) the aggregate Commitment Amounts would be less than the Series ~~2021~~2012-1 Class A-1 Outstanding Principal Amount (excluding any Undrawn L/C Face Amounts with respect to which cash collateral is held by the L/C Provider pursuant to Section 4.03(b)) or (y) the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment. Any reduction made pursuant to this Section 2.05(a) shall be made ratably among the Investor Groups on the basis of their respective Maximum Investor Group Principal Amounts. (b) If any of the following events shall occur, then the Commitment Amounts shall be automatically and permanently reduced on the dates and in the amounts set forth below with respect to the applicable event and the other consequences set forth below with respect to the applicable event shall ensue (and the ~~Master Issuer~~ Co-Issuers shall give the Trustee, the Control Party, each Funding Agent and the Administrative Agent prompt written notice thereof): (i) ~~(A)~~ if the Outstanding Principal Amount of the Series ~~2021~~2012-1 Class A-1 Notes has not been paid in full or otherwise refinanced in full (which refinancing may also include an extension thereof) by the Business Day immediately preceding the Series ~~2021~~2012-1 Class A-1 ~~Anticipated Repayment~~ Senior Notes Renewal Date, (A) on such Business Day, (x) the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings shall be repaid in full with proceeds of Advances made on such date (and the ~~Master Issuer~~ Co-Issuers shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made), and (y) the Swingline Commitment and the L/C Commitment shall both be automatically and permanently reduced to zero; ~~and~~ (B) upon a Series ~~2021~~2012-1 Class A-1 Senior Notes Amortization Event, (x) all undrawn portions of the Commitments ~~with respect to all undrawn Commitment Amounts~~ shall automatically and permanently terminate and the corresponding portions of the Series ~~2021~~2012-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis) and (y) the Commitment Amounts shall automatically and permanently be reduced to zero (all Undrawn L/C Face Amounts having expired by their terms prior to such date) and (C) each payment of principal on the Series ~~2021~~2012-1 Class A-1 Outstanding Principal Amount occurring following such Series ~~2021~~2012-1 Class A-1 Senior Notes Amortization Event shall result automatically and permanently in a dollar-for-dollar reduction of the Series ~~2021~~2012-1 Class A-1 Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis; (ii) if a Rapid Amortization Event occurs prior to the Series ~~2021~~2012-1 Class A-1 ~~Anticipated Repayment~~ Senior Notes Renewal Date, then (A) on the date such Rapid Amortization Event occurs, (x) all undrawn portions of the Commitments ~~with respect to all undrawn Commitment Amounts~~ shall automatically and permanently terminate, which termination shall be deemed to have occurred immediately following the making of Advances pursuant to clause (B) below, and the corresponding portions of the Series ~~2021~~2012-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis), (y) the Commitment Amounts shall automatically and permanently be reduced to zero, which reduction shall be deemed to have occurred immediately following the making of Advances pursuant to clause (B) below, and (z) the Swingline Commitment and the L/C Commitment shall both be automatically and permanently reduced to zero; (B) no later than the second Business Day after the occurrence of such Rapid Amortization Event, the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings ~~(to the extent not repaid pursuant to Section 2.08(a) or Section 4.03(b))~~ shall be repaid in full with proceeds of Advances (and the ~~Master Issuer~~ Co-Issuers shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made~~) and the Swingline Commitment and the L/C Commitment shall be automatically reduced to zero and by such amount of Unreimbursed L/C Drawings, respectively~~); and (C) each payment of principal (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections ~~4.02(b)~~4.02, 4.03(a), 4.03(b) and 9.18(c)(ii)) on the Series ~~2021~~2012-1 Class A-1 Outstanding Principal Amount occurring on or after the date of such Rapid Amortization Event (excluding the repayment of any outstanding Swingline Loans and Unreimbursed L/C ~~Drawings~~ Obligations with proceeds of Advances pursuant to clause (B) above) shall result automatically and permanently in a dollar-for-dollar reduction of the Series ~~2021~~2012-1 Class A-1 Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis; ; (iii) if a Change of Control occurs (unless the Control Party has provided ~~that if~~ its prior written consent thereto), then (A) on the date such ~~Rapid Amortization Event~~ Change of Control occurs, (x) all undrawn portions of the Commitments shall ~~cease~~ automatically and permanently terminate, which termination shall be deemed to ~~be in effect~~ have occurred immediately following the making of Advances pursuant to ~~Section 9.1(e~~clause (B) below, and the corresponding portions of the ~~Base Indenture, then the Commitments, Swingline Commitment, L/C Commitment,~~ Series ~~2021~~2012-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be ~~restored~~ automatically and permanently reduced by a corresponding amount (with respect to the ~~amounts~~ Maximum Investor Group Principal Amounts, on a pro rata basis), (y) the Commitment Amounts shall automatically and permanently be reduced to zero, which reduction shall be deemed to have occurred immediately following the making of Advances pursuant to clause (B) below, and (z) the Swingline Commitment and the L/C Commitment shall both be automatically and permanently reduced to zero; (B) if the Series 2012-1 Prepayment Date specified in ~~effect immediately prior~~ the applicable Prepayment Notice is scheduled to occur more than two Business Days after such occurrence, then no later than the second Business Day after the occurrence of such ~~Rapid Amortization Event;~~ Change of Control, the principal amount of all then outstanding Swingline Loans and Unreimbursed L/C Drawings shall be repaid in full with proceeds of Advances (~~iii~~and the Co-Issuers shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made); and (C) ~~[Reserved]~~on the Series 2012-1 Prepayment Date specified in the applicable Prepayment Notice, (x) the Series 2012-1 Class A-1 Maximum Principal Amount, the Commitment Amounts and the Maximum Investor Group Principal Amounts shall all be automatically and permanently reduced to zero, and (y) the Co-Issuers shall cause the Series 2012-1 Class A-1 Outstanding Principal Amount to be paid in full (or, in the case of any then-outstanding Undrawn L/C Face Amounts, to be fully cash collateralized pursuant to Section 4.02 or 4.03), together with accrued interest and fees and all other amounts then due and payable to the Lender Parties, the Administrative Agent and the Funding Agents under this Agreement and the other Related Documents and any unreimbursed Servicing Advances (with interest thereon at the Advance Interest Rate), subject to and in accordance with the Priority of Payments; (iv) if ~~payments in connection with Indemnification, Asset Disposition and Insurance/Condemnation Payment Amounts~~ Indemnification Payments or Release Prices are allocated to and deposited in the Series ~~2021~~2012-1 Class A-1 Distribution Account in accordance with Section 3.6(j) of the Series ~~2021~~2012-1 Supplement at a time when either (i) no Senior Notes other than Series ~~2021~~2012-1 Class A-1 Senior Notes are Outstanding or (ii) if a Series ~~2021~~2012-1 Class A-1 Senior Notes Amortization Period is continuing, then (x) the aggregate Commitment Amount shall be automatically and permanently reduced on the date of such deposit by an amount (the “Series ~~2021~~2012-1 Class A-1 Allocated Payment Reduction Amount”) equal to the amount of such deposit, and each Committed Note Purchaser’s Commitment Amount shall be reduced on a pro rata basis of such Series ~~2021~~2012-1 Class A-1 Allocated Payment Reduction Amount based on each Committed Note Purchaser’s Commitment ~~Amount,~~ Amount and (y) the corresponding portions of the Series ~~2021~~2012-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced on a pro rata basis based on each Investor Group’s Maximum Investor Group Principal Amount by a corresponding amount on such date (and, if after giving effect to such reduction the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment, then the aggregate amount of the Swingline Commitment and the L/C Commitment shall be reduced by the amount of such difference, with such reduction to be allocated between them in accordance with the written instructions of the ~~Master Issuer~~ Co-Issuers delivered prior to such date; provided that after giving effect thereto the aggregate amount of the Swingline Loans and the L/C Obligations do not exceed the Swingline Commitment and the L/C Commitment, respectively, as so reduced; ~~provided, further,~~ provided further that in the absence of such instructions, such reduction shall be allocated first to the Swingline Commitment and then to the L/C Commitment) and (z) the Series ~~2021~~2012-1 Class A-1 Outstanding Principal Amount shall be repaid or prepaid (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections ~~4.02(b)~~4.02, 4.03(a), 4.03(b) and 9.18(c)(ii)) in an aggregate amount equal to such Series ~~2021~~2012-1 Class A-1 Allocated Payment Reduction Amount on the date and in the order required by Section 3.6(j) of the Series ~~2021~~2012-1 Supplement; and (v) if any Event of Default shall occur and be continuing (and shall not have been waived in accordance with the Base Indenture) and as a result the payment of the Series ~~2021~~2012-1 Class A-1 Notes is accelerated pursuant to the terms of the Base Indenture (and such acceleration shall not have been rescinded in accordance with the Base Indenture), then in addition to the consequences set forth in clause (ii) above in respect of the Rapid Amortization Event resulting from such Event of Default, the Series ~~2021~~2012-1 Class A-1 Maximum Principal Amount, the Commitment Amounts, the Swingline Commitment, the L/C Commitment and the Maximum Investor Group Principal Amounts shall all be automatically and permanently reduced to zero upon such acceleration and the ~~Master Issuer~~ Co-Issuers shall (in accordance with the Series ~~2021~~2012-1 Supplement) cause the Series ~~2021~~2012-1 Class A-1 Outstanding Principal Amount to be paid in full (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections ~~4.02(b)~~4.02, 4.03(a), 4.03(b) and 9.18(c)(ii)), ) together with accrued interest, Series ~~2021~~2012-1 Class A-1 Quarterly Commitment Fees, Series ~~2021~~2012-1 Class A-1 ~~Notes~~ Other Amounts and all other amounts then due and payable to the Lender Parties, the Administrative Agent and the Funding Agents under this Agreement and the other Related Documents and any unreimbursed ~~Advances and Manager~~ Servicing Advances (~~in each case,~~ with interest thereon at the Advance Interest Rate) subject to and in accordance with the Priority of Payments.

Appears in 1 contract

Samples: Note Purchase Agreement (Iconix Brand Group, Inc.)

Reduction in Commitments. (a) The ~~Master Issuer~~ Co-Issuers may, upon at least three (3) Business Days’ notice to the Administrative Agent (who shall promptly notify the Trustee, the Control Party, each Funding Agent and each Investor), effect a permanent reduction in the Series ~~2021~~2019-1 Class A-1 Notes Maximum Principal Amount and a corresponding reduction in each Commitment Amount and Maximum Investor Group Principal Amount on a pro rata basis; provided that (i) any such reduction will be limited to the undrawn portion of the Commitments, although any such reduction may be combined with a Voluntary Decrease effected pursuant to and in accordance with Section 2.2(b) of the Series ~~2021~~2019-1 Supplement, (ii) any such reduction must be in a minimum amount of $~~1,000,000~~10,000,000, (iii) after giving effect to such reduction, the Series ~~2021~~2019-1 Class A-1 Notes Maximum Principal Amount equals or exceeds $~~5,000,000~~50,000,000, unless reduced to zero, and (iv) no such reduction shall be permitted if, after giving effect thereto, (x) the aggregate Commitment Amounts would be less than the Series ~~2021~~2019-1 Class A-1 Outstanding Principal Amount (excluding any Undrawn L/C Face Amounts with respect to which cash collateral is held by the L/C Provider pursuant to Section 4.03(b)) or (y) the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment. Any reduction made pursuant to this Section 2.05(a) shall be made ratably among the Investor Groups on the basis of their respective Maximum Investor Group Principal Amounts. (b) If any of the following events shall occur, then the Commitment Amounts shall be automatically and permanently reduced on the dates and in the amounts set forth below with respect to the applicable event and the other consequences set forth below with respect to the applicable event shall ensue (and the ~~Master Issuer~~ Co-Issuers shall give the Trustee, the Control Party, each Funding Agent and the Administrative Agent prompt written notice thereof): (i) ~~(A)~~ if the Outstanding Principal Amount of the Series ~~2021~~2019-1 Class A-1 Notes has not been paid in full or otherwise refinanced in full (which refinancing may also include an extension thereof) by the Business Day immediately preceding the ~~Series 2021-1~~ Class A-1 ~~Anticipated Repayment~~ Notes Renewal Date, (A) on such Business Day, (x) the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings shall be repaid in full with proceeds of Advances made on such date (and the ~~Master Issuer~~ Co-Issuers shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made), and (y) the Swingline Commitment and the L/C Commitment shall both be automatically and permanently reduced to ~~zero;~~ zero and (B) ~~upon a Series 2021-1 Class A-1 Notes Amortization Event,~~ (x) all undrawn portions of the Commitments ~~with respect to all undrawn Commitment Amounts~~ shall automatically and permanently terminate and the corresponding portions of the Series ~~2021~~2019-1 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis) and (y) each payment of principal on the Series ~~2021~~2019-1 Class A-1 Outstanding Principal Amount occurring on or following such ~~Series 2021-1 Class A-1 Notes Amortization Event~~ Business Day shall result automatically and permanently in a dollar-for-dollar reduction of the Series ~~2021~~2019-1 Class A-1 Notes Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis; (ii) if a Rapid Amortization Event (other than a Rapid Amortization Event triggered by an Event of Default) occurs and is continuing (and shall not have been waived as provided in the Base Indenture) prior to the ~~Series 2021-1~~ Class A-1 ~~Anticipated Repayment~~ Notes Renewal Date, then (A) on the date such Rapid Amortization Event occurs, (x) all undrawn portions of the Commitments ~~with respect to all undrawn Commitment Amounts~~ shall automatically and permanently terminate, which termination shall be deemed to have occurred immediately following the making of Advances pursuant to clause (B) below, and the corresponding portions of the Series ~~2021~~2019-1 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis); , (B) no later than the second Business Day after the occurrence of such Rapid Amortization Event, the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings ~~(to the extent not repaid pursuant to Section 2.08(a) or Section 4.03(b))~~ shall be repaid in full with proceeds of Advances (and the ~~Master Issuer~~ Co-Issuers shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made) and the Swingline Commitment shall be automatically reduced to zero and the L/C Commitment shall be automatically reduced ~~to zero~~ by the unused portion thereof and by such amount of Unreimbursed L/C ~~Drawings, respectively~~Drawings repaid by such Advances; and (C) each payment of principal (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections ~~4.02(b)~~4.02, 4.03(a), 4.03(b) and 9.18(c)(ii)) on the Series ~~2021~~2019-1 Class A-1 Outstanding Principal Amount occurring on or after the date of such Rapid Amortization Event (excluding the repayment of any outstanding Swingline Loans and Unreimbursed L/C Drawings with proceeds of Advances pursuant to clause (B) above) shall result automatically and permanently in a dollar-for-dollar reduction of the Series ~~2021~~2019-1 Class A-1 Notes Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis; provided ~~that~~ that, in each case, if ~~such~~ any Rapid Amortization Event occurring (1) solely under clause (a) of the definition thereof shall cease to be in effect ~~pursuant to Section 9.1(e~~as a result of being waived in accordance with the Base Indenture or (2) clause (d) of the definition thereof shall cease to be in effect as a result of being cured in accordance with the terms of such clause (d) set forth in the Base Indenture, then the Commitments, Swingline Commitment, L/C Commitment, Series ~~2021~~2019-1 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be restored to the amounts in effect immediately prior to the occurrence of such Rapid Amortization Event;. (iii) [~~Reserved~~Intentionally omitted]; (iv) if payments in connection with ~~Indemnification~~Indemnification Amounts, ~~Asset Disposition and~~ Insurance/Condemnation ~~Payment Amounts~~ Proceeds or Asset Disposition Proceeds are allocated to and deposited in the Series ~~2021~~2019-1 Class A-1 Distribution Account in accordance with Section 5.10(i) of the Base Indenture and Section 3.6(j) of the Series ~~2021~~2019-1 Supplement at a time when either (i) no Senior Notes other than Series ~~2021~~2019-1 Class A-1 Notes are Outstanding or (ii) if a Series ~~2021~~2019-1 Class A-1 Notes Amortization Period is continuing or if a Rapid Amortization Event has occurred and is continuing, then (x) the aggregate Commitment Amount shall be automatically and permanently reduced on the date of such deposit by an amount (the “Series ~~2021~~2019-1 Class A-1 Allocated Payment Reduction Amount”) equal to the amount of such deposit, and each Committed Note Purchaser’s Commitment Amount shall be reduced on a pro rata basis of such Series ~~2021~~2019-1 Class A-1 Allocated Payment Reduction Amount based on each Committed Note Purchaser’s Commitment Amount, (y) the corresponding portions of the Series ~~2021~~2019-1 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced on a pro rata basis based on each Investor Group’s Maximum Investor Group Principal Amount by a corresponding amount on such date (and, if after giving effect to such reduction the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment, then the aggregate amount of the Swingline Commitment and the L/C Commitment shall be reduced by the amount of such difference, with such reduction to be allocated between them in accordance with the written instructions of the ~~Master Issuer~~ Co-Issuers delivered prior to such date; provided that after giving effect thereto the aggregate amount of the Swingline Loans and the L/C Obligations do not exceed the Swingline Commitment and the L/C Commitment, respectively, as so reduced; ~~provided, further,~~ provided further that in the absence of such instructions, such reduction shall be allocated first to the Swingline Commitment and then to the L/C Commitment) and (z) the Series ~~2021~~2019-1 Class A-1 Outstanding Principal Amount shall be repaid or prepaid (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections ~~4.02(b)~~4.02, 4.03(a), 4.03(b) and 9.18(c)(ii)) in an aggregate amount equal to such Series ~~2021~~2019-1 Class A-1 Allocated Payment Reduction Amount on the date and in the order required by Section 3.6(j) of the Series ~~2021~~2019-1 Supplement; and (v) if any Event of Default shall occur and be continuing (and shall not have been waived in accordance with the Base Indenture) and as a result the payment of the Series ~~2021~~2019-1 Class A-1 Notes is accelerated pursuant to the terms of the Base Indenture (and such acceleration shall not have been rescinded in accordance with the Base Indenture), ~~then in addition to the consequences set forth in clause (ii) above in respect of the Rapid Amortization Event resulting from such Event of Default,~~ the Series ~~2021~~2019-1 Class A-1 Notes Maximum Principal Amount, the Commitment Amounts, the Swingline Commitment, the L/C Commitment and the Maximum Investor Group Principal Amounts shall all be automatically and permanently reduced to zero upon such acceleration and the ~~Master Issuer~~ Co-Issuers shall (in accordance with the Series ~~2021~~2019-1 Supplement) cause the Series ~~2021~~2019-1 Class A-1 Outstanding Principal Amount to be paid in full (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections ~~4.02(b)~~4.02, 4.03(a), 4.03(b) and 9.18(c)(ii)), ) together with accrued interest, Series ~~2021~~2019-1 Class A-1 Notes Quarterly Commitment ~~Fees~~Fees Amounts payable pursuant to the Series 2019-1 Supplement, Series ~~2021~~2019-1 Class A-1 Notes Other Amounts and all other amounts then due and payable to the Lender Parties, the Administrative Agent and the Funding Agents under this Agreement and the other ~~Related~~ Transaction Documents and any unreimbursed ~~Advances~~ Debt Service Advance, Collateral Protection Advance and Manager ~~Advances~~ Advance (in each case, with interest thereon at the Advance Interest Rate) ), in each case subject to and in accordance with the provisions of the Base Indenture, including the Priority of Payments.

Appears in 1 contract

Samples: Class a 1 Note Purchase Agreement (Dine Brands Global, Inc.)

Reduction in Commitments. (a) The ~~Master Issuer~~ Co-Issuers may, upon three (3) Business Days’ notice to the Administrative Agent (who shall promptly notify the Trustee, the Control Party, each Funding Agent and each Investor), effect a permanent reduction in the Series ~~2021~~2012-1 Class A-1 Maximum Principal Amount and a corresponding reduction in each Commitment Amount and Maximum Investor Group Principal Amount on a pro rata basis; provided that (i) any such reduction will be limited to the undrawn portion of the Commitments, although any such reduction may be combined with a Voluntary Decrease effected pursuant to and in accordance with Section 2.2(b) of the Series ~~2021~~2012-1 Supplement, (ii) any such reduction must be in a minimum amount of $~~1,000,000~~5,000,000, (iii) after giving effect to such reduction, the Series ~~2021~~2012-1 Class A-1 Maximum Principal Amount equals or exceeds $5,000,000, unless reduced to zero, and (iv) no such reduction shall be permitted if, after giving effect thereto, (x) the aggregate Commitment Amounts would be less than the Series ~~2021~~2012-1 Class A-1 Outstanding Principal Amount (excluding any Undrawn L/C Face Amounts with respect to which cash collateral is held by the L/C Provider pursuant to Section 4.03(b)) or (y) the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment. Any reduction made pursuant to this Section 2.05(a) shall be made ratably among the Investor Groups on the basis of their respective Maximum Investor Group Principal Amounts. (b) If any of the following events shall occur, then the Commitment Amounts shall be automatically and permanently reduced on the dates and in the amounts set forth below with respect to the applicable event and the other consequences set forth below with respect to the applicable event shall ensue (and the ~~Master Issuer~~ Co-Issuers shall give the Trustee, the Control Party, each Funding Agent and the Administrative Agent prompt written notice thereof): (i) ~~(A)~~ if the Outstanding Principal Amount of the Series ~~2021~~2012-1 Class A-1 Notes has not been paid in full or otherwise refinanced in full (which refinancing may also include an extension thereof) by the Business Day immediately preceding the Series ~~2021~~2012-1 Class A-1 ~~Anticipated Repayment~~ Senior Notes Renewal Date, (A) on such Business Day, (x) the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings shall be repaid in full with proceeds of Advances made on such date (and the ~~Master Issuer~~ Co-Issuers shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made), and (y) the Swingline Commitment and the L/C Commitment shall both be automatically and permanently reduced to zero; ~~and~~ (B) upon a Series ~~2021~~2012-1 Class A-1 Senior Notes Amortization Event, (x) all undrawn portions of the Commitments ~~with respect to all undrawn Commitment Amounts~~ shall automatically and permanently terminate and the corresponding portions of the Series ~~2021~~2012-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis) and (y) the Commitment Amounts shall automatically and permanently be reduced to zero (all Undrawn L/C Face Amounts having expired by their terms prior to such date) and (C) each payment of principal on the Series ~~2021~~2012-1 Class A-1 Outstanding Principal Amount occurring following such Series ~~2021~~2012-1 Class A-1 Senior Notes Amortization Event shall result automatically and permanently in a dollar-for-dollar reduction of the Series ~~2021~~2012-1 Class A-1 Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis; (ii) if a Rapid Amortization Event occurs prior to the Series ~~2021~~2012-1 Class A-1 ~~Anticipated Repayment~~ Senior Notes Renewal Date, then (A) on the date such Rapid Amortization Event occurs, (x) all undrawn portions of the Commitments ~~with respect to all undrawn Commitment Amounts~~ shall automatically and permanently terminate, which termination shall be deemed to have occurred immediately following the making of Advances pursuant to clause (B) below, and the corresponding portions of the Series ~~2021~~2012-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis), (y) the Commitment Amounts shall automatically and permanently be reduced to zero, which reduction shall be deemed to have occurred immediately following the making of Advances pursuant to clause (B) below, and (z) the Swingline Commitment and the L/C Commitment shall both be automatically and permanently reduced to zero; (B) no later than the second Business Day after the occurrence of such Rapid Amortization Event, the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings ~~(to the extent not repaid pursuant to Section 2.08(a) or Section 4.03(b))~~ shall be repaid in full with proceeds of Advances (and the ~~Master Issuer~~ Co-Issuers shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made~~) and the Swingline Commitment and the L/C Commitment shall be automatically reduced to zero and by such amount of Unreimbursed L/C Drawings, respectively~~); and (C) each payment of principal (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections ~~4.02(b)~~4.02, 4.03(a), 4.03(b) and 9.18(c)(ii)) on the Series ~~2021~~2012-1 Class A-1 Outstanding Principal Amount occurring on or after the date of such Rapid Amortization Event (excluding the repayment of any outstanding Swingline Loans and Unreimbursed L/C ~~Drawings~~ Obligations with proceeds of Advances pursuant to clause (B) above) shall result automatically and permanently in a dollar-for-dollar reduction of the Series ~~2021~~2012-1 Class A-1 Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis; ; (iii) if a Change of Control occurs (unless the Control Party has provided ~~that if~~ its prior written consent thereto), then (A) on the date such ~~Rapid Amortization Event~~ Change of Control occurs, (x) all undrawn portions of the Commitments shall ~~cease~~ automatically and permanently terminate, which termination shall be deemed to ~~be in effect~~ have occurred immediately following the making of Advances pursuant to ~~Section 9.1(e~~clause (B) below, and the corresponding portions of the ~~Base Indenture, then the Commitments, Swingline Commitment, L/C Commitment,~~ Series ~~2021~~2012-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be ~~restored~~ automatically and permanently reduced by a corresponding amount (with respect to the ~~amounts~~ Maximum Investor Group Principal Amounts, on a pro rata basis), (y) the Commitment Amounts shall automatically and permanently be reduced to zero, which reduction shall be deemed to have occurred immediately following the making of Advances pursuant to clause (B) below, and (z) the Swingline Commitment and the L/C Commitment shall both be automatically and permanently reduced to zero; (B) if the Series 2012-1 Prepayment Date specified in ~~effect immediately prior~~ the applicable Prepayment Notice is scheduled to occur more than two Business Days after such occurrence, then no later than the second Business Day after the occurrence of such ~~Rapid Amortization Event;~~ Change of Control, the principal amount of all then outstanding Swingline Loans and Unreimbursed L/C Drawings shall be repaid in full with proceeds of Advances (~~iii~~and the Co-Issuers shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made); and (C) ~~[Reserved]~~on the Series 2012-1 Prepayment Date specified in the applicable Prepayment Notice, (x) the Series 2012-1 Class A-1 Maximum Principal Amount, the Commitment Amounts and the Maximum Investor Group Principal Amounts shall all be automatically and permanently reduced to zero, and (y) the Co-Issuers shall cause the Series 2012-1 Class A-1 Outstanding Principal Amount to be paid in full (or, in the case of any then-outstanding Undrawn L/C Face Amounts, to be fully cash collateralized pursuant to Section 4.02 or 4.03), together with accrued interest and fees and all other amounts then due and payable to the Lender Parties, the Administrative Agent and the Funding Agents under this Agreement and the other Related Documents and any unreimbursed Servicing Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate), subject to and in accordance with the Priority of Payments; (iv) if ~~payments in connection with Indemnification, Asset~~ Indemnification Payments or Real Estate Disposition ~~and Insurance/Condemnation Payment Amounts~~ Proceeds are allocated to and deposited in the Series ~~2021~~2012-1 Class A-1 Distribution Account in accordance with Section 3.6(j) of the Series ~~2021~~2012-1 Supplement at a time when either (i) no Senior Notes other than Series ~~2021~~2012-1 Class A-1 Senior Notes are Outstanding or (ii) if a Series ~~2021~~2012-1 Class A-1 Senior Notes Amortization Period is continuing, then (x) the aggregate Commitment Amount shall be automatically and permanently reduced on the date of such deposit by an amount (the “Series ~~2021~~2012-1 Class A-1 Allocated Payment Reduction Amount”) equal to the amount of such deposit, and each Committed Note Purchaser’s Commitment Amount shall be reduced on a pro rata basis of such Series ~~2021~~2012-1 Class A-1 Allocated Payment Reduction Amount based on each Committed Note Purchaser’s Commitment ~~Amount,~~ Amount and (y) the corresponding portions of the Series ~~2021~~2012-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced on a pro rata basis based on each Investor Group’s Maximum Investor Group Principal Amount by a corresponding amount on such date (and, if after giving effect to such reduction the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment, then the aggregate amount of the Swingline Commitment and the L/C Commitment shall be reduced by the amount of such difference, with such reduction to be allocated between them in accordance with the written instructions of the ~~Master Issuer~~ Co-Issuers delivered prior to such date; provided that after giving effect thereto the aggregate amount of the Swingline Loans and the L/C Obligations do not exceed the Swingline Commitment and the L/C Commitment, respectively, as so reduced; ~~provided, further,~~ provided further that in the absence of such instructions, such reduction shall be allocated first to the Swingline Commitment and then to the L/C Commitment) and (z) the Series ~~2021~~2012-1 Class A-1 Outstanding Principal Amount shall be repaid or prepaid (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections ~~4.02(b)~~4.02, 4.03(a), 4.03(b) and 9.18(c)(ii)) in an aggregate amount equal to such Series ~~2021~~2012-1 Class A-1 Allocated Payment Reduction Amount on the date and in the order required by Section 3.6(j) of the Series ~~2021~~2012-1 Supplement; and (v) if any Event of Default shall occur and be continuing (and shall not have been waived in accordance with the Base Indenture) and as a result the payment of the Series ~~2021~~2012-1 Class A-1 Notes is accelerated pursuant to the terms of the Base Indenture (and such acceleration shall not have been rescinded in accordance with the Base Indenture), then in addition to the consequences set forth in clause (ii) above in respect of the Rapid Amortization Event resulting from such Event of Default, the Series ~~2021~~2012-1 Class A-1 Maximum Principal Amount, the Commitment Amounts, the Swingline Commitment, the L/C Commitment and the Maximum Investor Group Principal Amounts shall all be automatically and permanently reduced to zero upon such acceleration and the ~~Master Issuer~~ Co-Issuers shall (in accordance with the Series ~~2021~~2012-1 Supplement) cause the Series ~~2021~~2012-1 Class A-1 Outstanding Principal Amount to be paid in full (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections ~~4.02(b)~~4.02, 4.03(a), 4.03(b) and 9.18(c)(ii)), ) together with accrued interest, Series ~~2021~~2012-1 Class A-1 Quarterly Commitment Fees, Series ~~2021~~2012-1 Class A-1 ~~Notes~~ Other Amounts and all other amounts then due and payable to the Lender Parties, the Administrative Agent and the Funding Agents under this Agreement and the other Related Documents and any unreimbursed Servicing Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate) subject to and in accordance with the Priority of Payments.

Appears in 1 contract

Samples: Note Purchase Agreement (Dominos Pizza Inc)

Reduction in Commitments. (a) The ~~Master Issuer~~ Co-Issuers may, upon at least three (3) Business Days’ notice to the Administrative Agent (who shall promptly notify the Trustee, the Control Party, each Funding Agent and each Investor), effect a permanent reduction in the Series ~~2021~~2018-1 Class A-1 Notes Maximum Principal Amount and a corresponding reduction in each Commitment Amount and Maximum Investor Group Principal Amount on a pro rata basis; provided that (i) any such reduction will be limited to the undrawn portion of the Commitments, although any such reduction may be combined with a Voluntary Decrease effected pursuant to and in accordance with Section 2.2(b) of the Series ~~2021~~2018-1 Supplement, (ii) any such reduction must be in a minimum amount of $~~1,000,000~~10,000,000, (iii) after giving effect to such reduction, the Series ~~2021~~2018-1 Class A-1 Notes Maximum Principal Amount equals or exceeds $~~5,000,000~~50,000,000, unless reduced to zero, and (iv) no such reduction shall be permitted if, after giving effect thereto, (x) the aggregate Commitment Amounts would be less than the Series ~~2021~~2018-1 Class A-1 Outstanding Principal Amount (excluding any Undrawn L/C Face Amounts with respect to which cash collateral is held by the L/C Provider pursuant to Section 4.03(b)) or (y) the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment. Any reduction made pursuant to this Section 2.05(a) shall be made ratably among the Investor Groups on the basis of their respective Maximum Investor Group Principal Amounts. (b) If any of the following events shall occur, then the Commitment Amounts shall be automatically and permanently reduced on the dates and in the amounts set forth below with respect to the applicable event and the other consequences set forth below with respect to the applicable event shall ensue (and the ~~Master Issuer~~ Co-Issuers shall give the Trustee, the Control Party, each Funding Agent and the Administrative Agent prompt written notice thereof): (i) ~~(A)~~ if the Outstanding Principal Amount of the Series ~~2021~~2018-1 Class A-1 Notes has not been paid in full or otherwise refinanced in full (which refinancing may also include an extension thereof) by the Business Day immediately preceding the ~~Series 2021-1~~ Class A-1 ~~Anticipated Repayment~~ Notes Renewal Date, (A) on such Business Day, (x) the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings shall be repaid in full with proceeds of Advances made on such date (and the ~~Master Issuer~~ Co-Issuers shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made), and (y) the Swingline Commitment and the L/C Commitment shall both be automatically and permanently reduced to ~~zero;~~ zero and (B) ~~upon a Series 2021-1 Class A-1 Notes Amortization Event,~~ (x) all undrawn portions of the Commitments ~~with respect to all undrawn Commitment Amounts~~ shall automatically and permanently terminate and the corresponding portions of the Series ~~2021~~2018-1 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis) and (y) each payment of principal on the Series ~~2021~~2018-1 Class A-1 Outstanding Principal Amount occurring on or following such ~~Series 2021-1 Class A-1 Notes Amortization Event~~ Business Day shall result automatically and permanently in a dollar-for-dollar reduction of the Series ~~2021~~2018-1 Class A-1 Notes Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis; (ii) if a Rapid Amortization Event (other than a Rapid Amortization Event triggered by an Event of Default) occurs and is continuing (and shall not have been waived as provided in the Base Indenture) prior to the ~~Series 2021-1~~ Class A-1 ~~Anticipated Repayment~~ Notes Renewal Date, then (A) on the date such Rapid Amortization Event occurs, (x) all undrawn portions of the Commitments ~~with respect to all undrawn Commitment Amounts~~ shall automatically and permanently terminate, which termination shall be deemed to have occurred immediately following the making of Advances pursuant to clause (B) below, and the corresponding portions of the Series ~~2021~~2018-1 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis); , (B) no later than the second Business Day after the occurrence of such Rapid Amortization Event, the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings ~~(to the extent not repaid pursuant to Section 2.08(a) or Section 4.03(b))~~ shall be repaid in full with proceeds of Advances (and the ~~Master Issuer~~ Co-Issuers shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made) and the Swingline Commitment shall be automatically reduced to zero and the L/C Commitment shall be automatically reduced ~~to zero~~ by the unused portion thereof and by such amount of Unreimbursed L/C ~~Drawings, respectively~~Drawings repaid by such Advances; and (C) each payment of principal (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections ~~4.02(b)~~4.02, 4.03(a), 4.03(b) and 9.18(c)(ii)) on the Series ~~2021~~2018-1 Class A-1 Outstanding Principal Amount occurring on or after the date of such Rapid Amortization Event (excluding the repayment of any outstanding Swingline Loans and Unreimbursed L/C Drawings with proceeds of Advances pursuant to clause (B) above) shall result automatically and permanently in a dollar-for-dollar reduction of the Series ~~2021~~2018-1 Class A-1 Notes Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis; provided ~~that~~ that, in each case, if ~~such~~ any Rapid Amortization Event occurring solely under clause (a) of the definition thereof shall cease to be in effect ~~pursuant to Section 9.1(e)~~ as a result of being waived in accordance with the Base Indenture, then the Commitments, Swingline Commitment, L/C Commitment, Series ~~2021~~2018-1 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be restored to the amounts in effect immediately prior to the occurrence of such Rapid Amortization Event;. (iii) [~~Reserved~~Intentionally omitted]; (iv) if payments in connection with ~~Indemnification~~Indemnification Amounts, ~~Asset Disposition and~~ Insurance/Condemnation ~~Payment Amounts~~ Proceeds or Asset Disposition Proceeds are allocated to and deposited in the Series ~~2021~~2018-1 Class A-1 Distribution Account in accordance with Section 3.6(j) of the Series ~~2021~~2018-1 Supplement at a time when either (i) no Senior Notes other than Series ~~2021~~2018-1 Class A-1 Notes are Outstanding or (ii) if a Series ~~2021~~2018-1 Class A-1 Notes Amortization Period is continuing or if a Rapid Amortization Event has occurred and is continuing, then (x) the aggregate Commitment Amount shall be automatically and permanently reduced on the date of such deposit by an amount (the “Series ~~2021~~2018-1 Class A-1 Allocated Payment Reduction Amount”) equal to the amount of such deposit, and each Committed Note Purchaser’s Commitment Amount shall be reduced on a pro rata basis of such Series ~~2021~~2018-1 Class A-1 Allocated Payment Reduction Amount based on each Committed Note Purchaser’s Commitment Amount, (y) the corresponding portions of the Series ~~2021~~2018-1 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced on a pro rata basis based on each Investor Group’s Maximum Investor Group Principal Amount by a corresponding amount on such date (and, if after giving effect to such reduction the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment, then the aggregate amount of the Swingline Commitment and the L/C Commitment shall be reduced by the amount of such difference, with such reduction to be allocated between them in accordance with the written instructions of the ~~Master Issuer~~ Co-Issuers delivered prior to such date; provided that after giving effect thereto the aggregate amount of the Swingline Loans and the L/C Obligations do not exceed the Swingline Commitment and the L/C Commitment, respectively, as so reduced; ~~provided, further,~~ provided further that in the absence of such instructions, such reduction shall be allocated first to the Swingline Commitment and then to the L/C Commitment) and (z) the Series ~~2021~~2018-1 Class A-1 Outstanding Principal Amount shall be repaid or prepaid (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections ~~4.02(b)~~4.02, 4.03(a), 4.03(b) and 9.18(c)(ii)) in an aggregate amount equal to such Series ~~2021~~2018-1 Class A-1 Allocated Payment Reduction Amount on the date and in the order required by Section 3.6(j) of the Series ~~2021~~2018-1 Supplement; and (v) if any Event of Default shall occur and be continuing (and shall not have been waived in accordance with the Base Indenture) and as a result the payment of the Series ~~2021~~2018-1 Class A-1 Notes is accelerated pursuant to the terms of the Base Indenture (and such acceleration shall not have been rescinded in accordance with the Base Indenture), ~~then in addition to the consequences set forth in clause (ii) above in respect of the Rapid Amortization Event resulting from such Event of Default,~~ the Series ~~2021~~2018-1 Class A-1 Notes Maximum Principal Amount, the Commitment Amounts, the Swingline Commitment, the L/C Commitment and the Maximum Investor Group Principal Amounts shall all be automatically and permanently reduced to zero upon such acceleration and the ~~Master Issuer~~ Co-Issuers shall (in accordance with the Series ~~2021~~2018-1 Supplement) cause the Series ~~2021~~2018-1 Class A-1 Outstanding Principal Amount to be paid in full (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections ~~4.02(b)~~4.02, 4.03(a), 4.03(b) and 9.18(c)(ii)), ) together with accrued interest, Series ~~2021~~2018-1 Class A-1 Notes Quarterly Commitment ~~Fees~~Fees Amounts payable pursuant to the Series 2018-1 Supplement, Series ~~2021~~2018-1 Class A-1 Notes Other Amounts and all other amounts then due and payable to the Lender Parties, the Administrative Agent and the Funding Agents under this Agreement and the other Related Documents and any unreimbursed ~~Advances~~ Debt Service Advance, Collateral Protection Advance and Manager ~~Advances~~ Advance (in each case, with interest thereon at the Advance Interest Rate) ), in each case subject to and in accordance with the provisions of the Base Indenture, including the Priority of Payments.

Appears in 1 contract

Samples: Class a 1 Note Purchase Agreement (Dine Brands Global, Inc.)

Reduction in Commitments. (a) The Master Issuer may, upon at least three (3) Business Days’ notice to the Administrative Agent (who shall promptly notify the Trustee, the Control Party, each Funding Agent and each Investor), effect a permanent reduction in the Series ~~2021~~2022-1 Class A-1 Notes Maximum Principal Amount and a corresponding reduction in each Commitment Amount and Maximum Investor Group Principal Amount on a pro rata basis; provided that (i) any such reduction will be limited to the undrawn portion of the Commitments, although any such reduction may be combined with a Voluntary Decrease effected pursuant to and in accordance with Section 2.2(b) of the Series ~~2021~~2022-1 Supplement, (ii) any such reduction must be in a minimum amount of $~~1,000,000~~500,000, (iii) after giving effect to such reduction, the Series ~~2021~~2022-1 Class A-1 Notes Maximum Principal Amount equals or exceeds $5,000,000, unless reduced to zero, and (iv) no such reduction shall be permitted if, after giving effect thereto, (x) the aggregate Commitment Amounts would be less than the Series ~~2021~~2022-1 Class A-1 Outstanding Principal Amount (excluding any Undrawn L/C Face Amounts with respect to which cash collateral is held by the L/C Provider pursuant to Section 4.03(b)) or (y) the aggregate Commitment Amounts would be less than ~~the sum of the Swingline Commitment and~~ the L/C Commitment. Any reduction made pursuant to this Section 2.05(a) shall be made ratably among the Investor Groups on the basis of their respective Maximum Investor Group Principal Amounts. (b) If any of the following events shall occur, then the Commitment Amounts shall be automatically and permanently reduced on the dates and in the amounts set forth below with respect to the applicable event and the other consequences set forth below with respect to the applicable event shall ensue (and the Master Issuer shall give the Trustee, the Control Party, each Funding Agent and the Administrative Agent prompt written notice thereof): (i) ~~(A) if~~ Upon the ~~Outstanding Principal Amount~~ occurrence of ~~the~~ a Series ~~2021~~2022-1 Class A-1 Notes ~~has not been paid in full or otherwise refinanced in full~~ Amortization Event, (~~which refinancing may also include an extension thereof~~A) ~~by the Business Day immediately preceding~~ on the Series ~~2021~~2022-1 Class A-1 ~~Anticipated Repayment~~ Notes Renewal Date~~, on such Business Day~~, (x) the principal amount of all then-outstanding ~~Swingline Loans and~~ Unreimbursed L/C Drawings shall be repaid in full with proceeds of Advances made on such date (and the Master Issuer shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made), and (y) the ~~Swingline Commitment and the~~ L/C Commitment shall ~~both~~ be automatically and permanently reduced to ~~zero;~~ zero and (B) ~~upon a Series 2021-1 Class A-1 Notes Amortization Event,~~ (x) all undrawn portions of the Commitments ~~with respect to all undrawn Commitment Amounts~~ shall automatically and permanently terminate and the corresponding portions of the Series ~~2021~~2022-1 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis) and (y) ~~each~~ any further payment of principal on the Series ~~2021~~2022-1 Class A-1 Outstanding Principal Amount ~~occurring~~ on or following ~~such~~ the Series ~~2021~~2022-1 Class A-1 Notes ~~Amortization Event~~ Renewal Date (excluding the repayment of any Unreimbursed L/C Drawings with proceeds of Advances pursuant to clause (A) above) shall result automatically and permanently in a dollar-for-dollar reduction of the Series ~~2021~~2022-1 Class A-1 Notes Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis; (ii) if a Rapid Amortization Event (other than a Rapid Amortization Event triggered by an Event of Default) occurs and is continuing (and shall not have been waived or, in the case of clause (d) of the definition thereof, cured, as provided in the Base Indenture) prior to the Series ~~2021~~2022-1 Class A-1 ~~Anticipated Repayment~~ Notes Renewal Date, then (A) on the date such Rapid Amortization Event occurs, all undrawn portions of the Commitments ~~with respect to all undrawn Commitment Amounts~~ shall automatically and permanently terminate, which termination shall be deemed to have occurred immediately following the making of Advances pursuant to clause (B) below, and the corresponding portions of the Series ~~2021~~2022-1 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis); , (B) no later than the second Business Day after the occurrence of such Rapid Amortization Event, the principal amount of all then-outstanding ~~Swingline Loans and~~ Unreimbursed L/C Drawings ~~(to the extent not repaid pursuant to Section 2.08(a) or Section 4.03(b))~~ shall be repaid in full with proceeds of Advances (and the Master Issuer shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made) and the ~~Swingline Commitment and the~~ L/C Commitment shall be automatically reduced ~~to zero~~ by the unused portion thereof and by such amount of Unreimbursed L/C ~~Drawings, respectively~~Drawings repaid by such Advances; and (C) ~~each~~ any further payment of principal (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections ~~4.02(b)~~4.02, 4.03(a), 4.03(b) and 9.18(c)(ii)) on the Series ~~2021~~2022-1 Class A-1 Outstanding Principal Amount ~~occurring on or after the date of such Rapid Amortization Event~~ (excluding the repayment of any outstanding ~~Swingline Loans and~~ Unreimbursed L/C Drawings with proceeds of Advances pursuant to clause (B) above) shall result automatically and permanently in a dollar-for-dollar reduction of the Series ~~2021~~2022-1 Class A-1 Notes Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis; provided ~~that~~ that, in each case, if ~~such~~ any Rapid Amortization Event occurring solely under clause (d) of the definition thereof shall cease to be in effect ~~pursuant to Section 9.1(e~~as a result of being cured in accordance with the terms of such clause (d) of set forth in the Base Indenture, then in either such case the Commitments~~, Swingline Commitment~~, L/C Commitment, Series ~~2021~~2022-1 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be restored to the amounts in effect immediately prior to the occurrence of such Rapid Amortization Event; (iii) [Reserved]; (iv) if payments in connection with ~~Indemnification~~Indemnification Amounts, ~~Asset Disposition and~~ Insurance/Condemnation ~~Payment Amounts~~ Proceeds or Asset Disposition Proceeds are allocated to and deposited in the Series ~~2021~~2022-1 Class A-1 Distribution Account in accordance with Section ~~3.6(j~~5.13(i) of the Series ~~2021~~2022-1 Supplement at a time when ~~either~~ (i) no Senior Notes other than Series ~~2021~~2022-1 Class A-1 Notes are Outstanding or (ii) if a Series ~~2021~~2022-1 Class A-1 Notes Amortization Period is continuing, or (iii) if a Rapid Amortization Period has occurred and is continuing, then (x) the aggregate Commitment Amount shall be automatically and permanently reduced on the date of such deposit by an amount (the “Series ~~2021~~2022-1 Class A-1 Allocated Payment Reduction Amount”) equal to the amount of such deposit, and each Committed Note Purchaser’s Commitment Amount shall be reduced on a pro rata basis of such Series ~~2021~~2022-1 Class A-1 Allocated Payment Reduction Amount based on each Committed Note Purchaser’s Commitment Amount, (y) the corresponding portions of the Series ~~2021~~2022-1 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced on a pro rata basis based on each Investor Group’s Maximum Investor Group Principal Amount by a corresponding amount on such date (and, if after giving effect to such reduction the aggregate Commitment Amounts would be less than the ~~sum of the Swingline Commitment and the~~ L/C Commitment, then the aggregate amount of ~~the Swingline Commitment and~~ the L/C Commitment shall be reduced by the amount of such difference~~, with such reduction to be allocated between them in accordance with the written instructions of the Master Issuer delivered prior to such date~~; provided that after giving effect thereto the aggregate amount of the ~~Swingline Loans and the~~ L/C Obligations do not exceed the ~~Swingline Commitment and the~~ L/C Commitment, ~~respectively,~~ as so reduced~~; provided, further, that in the absence of such instructions, such reduction shall be allocated first to the Swingline Commitment and then to the L/C Commitment~~) and (z) the Series ~~2021~~2022-1 Class A-1 Outstanding Principal Amount shall be repaid or prepaid (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections ~~4.02(b)~~4.02, 4.03(a), 4.03(b) and 9.18(c)(ii)) in an aggregate amount equal to such Series ~~2021~~2022-1 Class A-1 Allocated Payment Reduction Amount on the date and in the order required by Section 3.6(j) of the Series ~~2021~~2022-1 Supplement; and (v) if any Event of Default shall occur and be continuing (and shall not have been waived in accordance with the Base Indenture) and as a result the payment of the Series ~~2021~~2022-1 Class A-1 Notes is accelerated pursuant to the terms of the Base Indenture (and such acceleration shall not have been rescinded in accordance with the Base Indenture), ~~then in addition to the consequences set forth in clause (ii) above in respect of the Rapid Amortization Event resulting from such Event of Default,~~ the Series ~~2021~~2022-1 Class A-1 Notes Maximum Principal Amount, the Commitment Amounts~~, the Swingline Commitment~~, the L/C Commitment and the Maximum Investor Group Principal Amounts shall all be automatically and permanently reduced to zero upon such acceleration and the Master Issuer shall (in accordance with the Series ~~2021~~2022-1 Supplement) cause the Series ~~2021~~2022-1 Class A-1 Outstanding Principal Amount to be paid in full (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections ~~4.02(b)~~4.02, 4.03(a), 4.03(b) and 9.18(c)(ii)), ) together with accrued interest, Class A-1 Notes Accrued Quarterly Commitment Fee Amounts payable pursuant to the Series ~~2021~~2022-1 ~~Class A-1 Quarterly Commitment Fees~~Supplement, Series ~~2021~~2022-1 Class A-1 Notes Other Amounts and all other amounts then due and payable to the Lender Parties, the Administrative Agent and the Funding Agents under this Agreement and the other Related Documents and any unreimbursed ~~Advances~~ Debt Service Advance, Collateral Protection Advance and Manager ~~Advances~~ Advance (as defined in the Management Agreement) (in each case, with interest thereon at the ~~Advance Interest Rate)~~ applicable rate), in each case subject to and in accordance with the provisions of the Base Indenture, including the Priority of Payments.

Appears in 1 contract

Samples: Note Purchase Agreement (European Wax Center, Inc.)

Reduction in Commitments. (a) The ~~Master~~ Issuer may, upon at least three (3) Business Days’ notice to the Series 2023-2 Class A-1 Administrative Agent (who shall promptly notify ~~the Trustee, the Control Party,~~ each Funding Agent and ~~each~~ Investor), the Indenture Trustee and the Servicer, effect a permanent reduction in the Series ~~2021~~2023-1 2 Class A-1 Notes Maximum Principal Amount and a corresponding reduction in each Commitment Amount and Maximum Investor Group Principal Amount on a pro rata basis; provided that (i) any such reduction will be limited to the undrawn portion of the ~~Commitments, although~~ Commitments such that the Series 2023-2 Class A-1 Outstanding Principal Amount shall not exceed the Series 2023-2 Class A-1 Notes Maximum Principal Amount (after giving effect to any ~~such reduction may be combined with a~~ Voluntary Decrease effected pursuant to and in accordance with Section ~~2.2(b~~2.02(d) ~~of the Series 2021-1 Supplement~~on such date), (ii) any such reduction must be in a minimum amount of $~~1,000,000~~5,000,000 (unless the Series 2023-2 Class A-1 Notes Maximum Principal Amount is less than $5,000,000, in which case any such reduction must reduce the Series 2023-2 Class A-1 Notes Maximum Principal Amount to zero)and (iii) after giving effect to such reduction, the Series ~~2021~~2023-1 2 Class A-1 Notes Maximum Principal Amount equals or exceeds $5,000,000, unless reduced to zero, and (iv) no such reduction shall be permitted if, after giving effect thereto, ~~(x)~~ the aggregate Commitment Amounts would be less than the Series ~~2021~~2023-1 2 Class A-1 Outstanding Principal Amount (excluding any Undrawn L/C Face Amounts with respect to which cash collateral is held by the L/C Provider pursuant to Section 4.03(b)) or (y) the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment. Any reduction made pursuant to this Section 2.05(a) shall be made ratably among the Investor Groups on the basis of their respective Maximum Investor Group Principal AmountsAmount. (b) If any of the following events shall occur, then the Commitment Amounts shall be automatically and permanently reduced on the dates and in the amounts set forth below with respect to the applicable event and the other consequences set forth below with respect to the applicable event shall ensue (and the ~~Master~~ Issuer shall give the Indenture Trustee, the ~~Control Party~~Servicer, each Funding Agent and the Series 2023-2 Class A-1 Administrative Agent prompt written notice thereof): (i) ~~(A)~~ if ~~the Outstanding Principal Amount~~ a Post-ARD Period has occurred with respect to any Series and Class of the Series 2021-1 Class A-1 Notes has not been paid in full or otherwise refinanced in full (which refinancing may also include an extension thereof) by the Business Day immediately preceding the Series 2021-1 Class A-1 Anticipated Repayment Date, on such Business DayNotes, (x) ~~the principal amount~~ all undrawn portions of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings shall be repaid in full with proceeds of Advances made on such date (and the Master Issuer shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made), and (y) the Swingline Commitment and the L/C Commitment shall both be automatically and permanently reduced to zero; and (B) upon a Series 2021-1 Class A-1 Notes Amortization Event, (x) the Commitments ~~with respect to all undrawn Commitment Amounts~~ shall automatically and permanently terminate and the corresponding portions of the Series ~~2021~~2023-1 2 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis) and (y) each payment of principal on the Series ~~2021~~2023-1 2 Class A-1 Outstanding Principal Amount occurring on or following such ~~Series 2021-1 Class A-1 Notes Amortization Event~~ Business Day shall result automatically and permanently in a dollar-for-dollar reduction of the Series ~~2021~~2023-1 2 Class A-1 Notes Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis; (ii) if a Rapid Amortization ~~Event occurs prior to the Series 2021-1 Class A-1 Anticipated Repayment Date~~Period has occurred and is continuing, then ~~(A)~~ on the date such Rapid Amortization ~~Event occurs~~Period commences, all undrawn portions of the Commitments ~~with respect to all undrawn Commitment Amounts~~ shall automatically ~~terminate, which termination shall~~ be ~~deemed~~ reduced to ~~have~~ zero for so long as such Rapid Amortization Period has occurred ~~immediately following the making of Advances pursuant to clause (B) below~~and is continuing, and the corresponding portions of the Series ~~2021~~2023-1 2 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis); (B) no later than the second Business Day after the occurrence of such Rapid Amortization Event, the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings (to the extent not repaid pursuant to Section 2.08(a) or Section 4.03(b)) shall be repaid in full with proceeds of Advances (and the Master Issuer shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made) and the Swingline Commitment and the L/C Commitment shall be automatically reduced to zero and by such amount of Unreimbursed L/C Drawings, respectively; and (C) each payment of principal (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections 4.02(b), 4.03(a), 4.03(b) and 9.18(c)(ii)) on the Series 2021-1 Class A-1 Outstanding Principal Amount occurring on or after the date of such Rapid Amortization Event (excluding the repayment of any outstanding Swingline Loans and Unreimbursed L/C Drawings with proceeds of Advances pursuant to clause (B) above) shall result automatically in a dollar-for-dollar reduction of the Series 2021-1 Class A-1 Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis; provided that if such Rapid Amortization Event shall cease to be in effect pursuant to Section 9.1(e) of the Base Indenture, then the Commitments, Swingline Commitment, L/C Commitment, Series 2021-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be restored to the amounts in effect immediately prior to the occurrence of such Rapid Amortization Event; (iii) [Reserved]; (iv) if payments in connection with Indemnification, Asset Disposition and Insurance/Condemnation Payment Amounts are allocated to and deposited in the Series 2021-1 Class A-1 Distribution Account in accordance with Section 3.6(j) of the Series 2021-1 Supplement at a time when either (i) no Senior Notes other than Series 2021-1 Class A-1 Notes are Outstanding or (ii) if a Series 2021-1 Class A-1 Notes Amortization Period is continuing, then (x) the aggregate Commitment Amount shall be automatically and permanently reduced on the date of such deposit by an amount (the “Series 2021-1 Class A-1 Allocated Payment Reduction Amount”) equal to the amount of such deposit, and each Committed Note Purchaser’s Commitment Amount shall be reduced on a pro rata basis of such Series 2021-1 Class A-1 Allocated Payment Reduction Amount based on each Committed Note Purchaser’s Commitment Amount, (y) the corresponding portions of the Series 2021-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced on a pro rata basis based on each Investor Group’s Maximum Investor Group Principal Amount by a corresponding amount on such date (and, if after giving effect to such reduction the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment, then the aggregate amount of the Swingline Commitment and the L/C Commitment shall be reduced by the amount of such difference, with such reduction to be allocated between them in accordance with the written instructions of the Master Issuer delivered prior to such date; provided that after giving effect thereto the aggregate amount of the Swingline Loans and the L/C Obligations do not exceed the Swingline Commitment and the L/C Commitment, respectively, as so reduced; provided, further, that in the absence of such instructions, such reduction shall be allocated first to the Swingline Commitment and then to the L/C Commitment) and (z) the Series 2021-1 Class A-1 Outstanding Principal Amount shall be repaid or prepaid (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections 4.02(b), 4.03(a), 4.03(b) and 9.18(c)(ii)) in an aggregate amount equal to such Series 2021-1 Class A-1 Allocated Payment Reduction Amount on the date and in the order required by Section 3.6(j) of the Series 2021-1 Supplement; and (v) if any Event of Default shall occur and be continuing (and shall not have been waived in accordance with the ~~Base~~ Indenture~~) and as a result the payment of~~ ), the Series ~~2021~~2023-1 2 Class A-1 Notes is accelerated pursuant to the terms of the Base Indenture (and such acceleration shall not have been rescinded in accordance with the Base Indenture), then in addition to the consequences set forth in clause (ii) above in respect of the Rapid Amortization Event resulting from such Event of Default, the Series 2021-1 Class A-1 Maximum Principal Amount, the Commitment Amounts, ~~the Swingline Commitment, the L/C Commitment~~ and the Maximum Investor Group Principal Amounts shall all be automatically and permanently reduced to zero ~~upon~~ for so long as such ~~acceleration~~ Event of Default has occurred and is continuing, and the ~~Master~~ Issuer shall (in accordance with the ~~Series 2021-1 Supplement~~Indenture) cause the Series ~~2021~~2023-1 2 Class A-1 Outstanding Principal Amount to be paid in full ~~(which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections 4.02(b), 4.03(a), 4.03(b) and 9.18(c)(ii)),~~ together with accrued interest, accrued Series ~~2021~~2023-1 2 Class A-1 ~~Quarterly~~ Undrawn Commitment Fees, Series ~~2021~~2023-1 2 Class A-1 Notes Other Amounts and all other amounts then due and payable to the ~~Lender Parties~~Investors, the Series 2023-2 Class A-1 Administrative Agent and the Funding Agents under this Agreement and the other ~~Related Documents and any unreimbursed Advances and Manager Advances (~~Transaction Documents, in each ~~case, with interest thereon at the Advance Interest Rate)~~ case subject to and in accordance with the provisions of the Indenture, including the Priority of Payments; (iv) if the Issuer effects a Voluntary Decrease pursuant to and in accordance with Section 2.02(d), such Voluntary Decrease shall result automatically and permanently in a dollar-for-dollar reduction of the Series 2023-2 Class A-1 Notes Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis; (v) If the Issuer has not drawn at least $100 million in Advances in the aggregate on or prior to March 31, 2025, the undrawn portions of the Commitments shall automatically and permanently be reduced to $400 million and the corresponding portions of the Series 2023-2 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced to corresponding amounts (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis); (vi) If the Issuer has not drawn at least $150 million in Advances in the aggregate on or prior to June 30, 2025, the undrawn portions of the Commitments shall automatically and permanently be reduced to $300 million and the corresponding portions of the Series 2023-2 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced to corresponding amounts (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis); (vii) If the Issuer has not drawn at least $150 million in Advances in the aggregate on or prior to September 30, 2025, the undrawn portions of the Commitments shall automatically and permanently be reduced to $250 million and the corresponding portions of the Series 2023-2 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced to corresponding amounts (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis); and (viii) If both (a) the Issuer issues an additional Series of Class A-2 Notes and (b) on the related Closing Date for such Class A-2 Notes, (1) the aggregate amount of Advances drawn on or prior to such date divided by (2) the Series 2023-2 Class A-1 Notes Maximum Principal Amount, is less than 50%, then the undrawn portions of the Commitments shall automatically and permanently be reduced by the lesser of (x) the initial principal amount of such new Series of Class A-2 Notes and (y) the amount required to reduce the undrawn portion of the Commitments to $250 million, and the corresponding portions of the Series 2023-2 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced to corresponding amounts (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis).

Appears in 1 contract

Samples: Note Purchase Agreement (Frontier Communications Parent, Inc.)

Reduction in Commitments. (a) The Master Issuer may, upon three (3) Business Days’ notice to the Administrative Agent (who shall promptly notify the Trustee, the Control Party, each Funding Agent and each Investor), effect a permanent reduction in the Series ~~2021~~2019-1 Class A-1 Maximum Principal Amount and a corresponding reduction in each Commitment Amount and Maximum Investor Group Principal Amount on a pro rata basis; provided that (i) any such reduction will be limited to the undrawn portion of the Commitments, although any such reduction may be combined with a Voluntary Decrease effected pursuant to and in accordance with Section 2.2(b) of the Series ~~2021~~2019-1 Supplement, (ii) any such reduction must be in a minimum amount of $1,000,000, (iii) after giving effect to such reduction, the Series ~~2021~~2019-1 Class A-1 Maximum Principal Amount equals or exceeds $5,000,000, unless reduced to zero, and (iv) no such reduction shall be permitted if, after giving effect thereto, (x) the aggregate Commitment Amounts would be less than the Series ~~2021~~2019-1 Class A-1 Outstanding Principal Amount (excluding any Undrawn L/C Face Amounts with respect to which cash collateral is held by the L/C Provider pursuant to Section 4.03(b)) or (y) the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment. Any reduction made pursuant to this Section 2.05(a) shall be made ratably among the Investor Groups on the basis of their respective Maximum Investor Group Principal Amounts. (b) If any of the following events shall occur, then the Commitment Amounts shall be automatically reduced on the dates and in the amounts set forth below with respect to the applicable event and the other consequences set forth below with respect to the applicable event shall ensue (and the Master Issuer shall give the Trustee, the Control Party, each Funding Agent and the Administrative Agent prompt written notice thereof): (i) (A) if the Outstanding Principal Amount of the Series ~~2021~~2019-1 Class A-1 Notes has not been paid in full or otherwise refinanced in full (which refinancing may also include an extension thereof) by the Business Day immediately preceding the Series ~~2021~~2019-1 Class A-1 ~~Anticipated Repayment~~ Notes Renewal Date, on such Business Day, (x) the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings shall be repaid in full with proceeds of Advances made on such date (and the Master Issuer shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made), and (y) the Swingline Commitment and the L/C Commitment shall both be automatically and permanently reduced to zero; and (B) upon a Series ~~2021~~2019-1 Class A-1 Notes Amortization Event, (x) the Commitments with respect to all undrawn Commitment Amounts shall automatically and permanently terminate and the corresponding portions of the Series ~~2021~~2019-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis) and (y) each payment of principal on the Series ~~2021~~2019-1 Class A-1 Outstanding Principal Amount occurring following such Series ~~2021~~2019-1 Class A-1 Notes Amortization Event shall result automatically and permanently in a dollar-for-dollar reduction of the Series ~~2021~~2019-1 Class A-1 Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis; (ii) if a Rapid Amortization Event occurs prior to the Series ~~2021~~2019-1 Class A-1 ~~Anticipated Repayment~~ Notes Renewal Date, then (A) on the date such Rapid Amortization Event occurs, the Commitments with respect to all undrawn Commitment Amounts shall automatically terminate, which termination shall be deemed to have occurred immediately following the making of Advances pursuant to clause (B) below, and the corresponding portions of the Series ~~2021~~2019-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis); (B) no later than the second Business Day after the occurrence of such Rapid Amortization Event, the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings (to the extent not repaid pursuant to Section 2.08(a) or Section 4.03(b)) shall be repaid in full with proceeds of Advances (and the Master Issuer shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made) and the Swingline Commitment and the L/C Commitment shall be automatically reduced to zero and by such amount of Unreimbursed L/C Drawings, respectively; and (C) each payment of principal (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections ~~4.02(b)~~4.02, 4.03(a), 4.03(b) and 9.18(c)(ii)) on the Series ~~2021~~2019-1 Class A-1 Outstanding Principal Amount occurring on or after the date of such Rapid Amortization Event (excluding the repayment of any outstanding Swingline Loans and Unreimbursed L/C Drawings with proceeds of Advances pursuant to clause (B) above) shall result automatically in a dollar-for-dollar reduction of the Series ~~2021~~2019-1 Class A-1 Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis; provided that if such Rapid Amortization Event shall cease to be in effect pursuant to Section 9.1(e) of the Base Indenture, then the Commitments, Swingline Commitment, L/C Commitment, Series ~~2021~~2019-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be restored to the amounts in effect immediately prior to the occurrence of such Rapid Amortization Event;. (iii) [Reserved]; (iv) if payments in connection with Indemnification, Asset Disposition and Insurance/Condemnation Payment Amounts are allocated to and deposited in the Series ~~2021~~2019-1 Class A-1 Distribution Account in accordance with Section 3.6(j) of the Series ~~2021~~2019-1 Supplement at a time when either (i) no Senior Notes other than Series ~~2021~~2019-1 Class A-1 Notes are Outstanding or (ii) if a Series ~~2021~~2019-1 Class A-1 Notes Amortization Period is continuing, then (x) the aggregate Commitment Amount shall be automatically and permanently reduced on the date of such deposit by an amount (the “Series ~~2021~~2019-1 Class A-1 Allocated Payment Reduction Amount”) equal to the amount of such deposit, and each Committed Note Purchaser’s Commitment Amount shall be reduced on a pro rata basis of such Series ~~2021~~2019-1 Class A-1 Allocated Payment Reduction Amount based on each Committed Note Purchaser’s Commitment Amount, (y) the corresponding portions of the Series ~~2021~~2019-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced on a pro rata basis based on each Investor Group’s Maximum Investor Group Principal Amount by a corresponding amount on such date (and, if after giving effect to such reduction the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment, then the aggregate amount of the Swingline Commitment and the L/C Commitment shall be reduced by the amount of such difference, with such reduction to be allocated between them in accordance with the written instructions of the Master Issuer delivered prior to such date; provided that after giving effect thereto the aggregate amount of the Swingline Loans and the L/C Obligations do not exceed the Swingline Commitment and the L/C Commitment, respectively, as so reduced; ~~provided, further,~~ provided further that in the absence of such instructions, such reduction shall be allocated first to the Swingline Commitment and then to the L/C Commitment) and (z) the Series ~~2021~~2019-1 Class A-1 Outstanding Principal Amount shall be repaid or prepaid (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections ~~4.02(b)~~4.02, 4.03(a), 4.03(b) and 9.18(c)(ii)) in an aggregate amount equal to such Series ~~2021~~2019-1 Class A-1 Allocated Payment Reduction Amount on the date and in the order required by Section 3.6(j) of the Series ~~2021~~2019-1 Supplement; and (v) if any Event of Default shall occur and be continuing (and shall not have been waived in accordance with the Base Indenture) and as a result the payment of the Series ~~2021~~2019-1 Class A-1 Notes is accelerated pursuant to the terms of the Base Indenture (and such acceleration shall not have been rescinded in accordance with the Base Indenture), then in addition to the consequences set forth in clause (ii) above in respect of the Rapid Amortization Event resulting from such Event of Default, the Series ~~2021~~2019-1 Class A-1 Maximum Principal Amount, the Commitment Amounts, the Swingline Commitment, the L/C Commitment and the Maximum Investor Group Principal Amounts shall all be automatically and permanently reduced to zero upon such acceleration and the Master Issuer shall (in accordance with the Series ~~2021~~2019-1 Supplement) cause the Series ~~2021~~2019-1 Class A-1 Outstanding Principal Amount to be paid in full (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections ~~4.02(b)~~4.02, 4.03(a), 4.03(b) and 9.18(c)(ii)), ) together with accrued interest, Series ~~2021~~2019-1 Class A-1 Quarterly Commitment Fees, Series ~~2021~~2019-1 Class A-1 ~~Notes~~ Other Amounts and all other amounts then due and payable to the Lender Parties, the Administrative Agent and the Funding Agents under this Agreement and the other Related Documents and any unreimbursed Advances (as defined in the Indenture) of the Servicer and the Trustee and Manager Advances (in each case, with interest thereon at the Advance Interest Rate) subject to and in accordance with the Priority of Payments.

Appears in 1 contract

Samples: Class a 1 Note Purchase Agreement (Dunkin' Brands Group, Inc.)

Reduction in Commitments. (a) The Master Issuer may, upon three (3) Business Days’ notice to the Administrative Agent (who shall promptly notify the Trustee, the Control Party, each Funding Agent and each Investor), effect a permanent reduction in the Series ~~2021~~2019-1 Class A-1 Notes Maximum Principal Amount and a corresponding reduction in each Commitment Amount and Maximum Investor Group Principal Amount on a pro rata basis; provided that (i) any such reduction will be limited to the undrawn portion of the Commitments, although any such reduction may be combined with a Voluntary Decrease effected pursuant to and in accordance with Section ~~2.2(b~~2.02(b) of the Series ~~2021~~2019-1 Supplement, (ii) any such reduction must be in a minimum amount of $1,000,000, (iii) after giving effect to such reduction, the Series ~~2021~~2019-1 Class A-1 Notes Maximum Principal Amount equals or exceeds $5,000,000, unless reduced to zero, and (iv) no such reduction shall be permitted if, after giving effect thereto, (x) the aggregate Commitment Amounts would be less than the Series ~~2021~~2019-1 Class A-1 ~~Outstanding Principal~~ Notes Exposure Amount ~~(excluding any Undrawn L/C Face Amounts with respect to which cash collateral is held by the L/C Provider pursuant to Section 4.03(b))~~ or (y) the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment. Any reduction made pursuant to this Section 2.05(a) shall be made ratably among the Investor Groups on the basis of their respective Maximum Investor Group Principal Amounts. (b) If any of the following events shall occur, then the Commitment Amounts shall be automatically reduced on the dates and in the amounts set forth below with respect to the applicable event and the other consequences set forth below with respect to the applicable event shall ensue (and the Master Issuer shall give the Trustee, the Control Party, each Funding Agent and the Administrative Agent prompt written notice thereof): (i) (A) if the Outstanding Principal Amount of the Series ~~2021~~2019-1 Class A-1 Notes has not been paid in full or otherwise refinanced in full (which refinancing may also include an extension thereof) by the Business Day immediately preceding the Series ~~2021~~2019-1 Class A-1 ~~Anticipated Repayment~~ Notes Renewal Date, on such Business Day, (x) the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings shall be repaid in full with proceeds of Advances made on such date (and the Master Issuer shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made), and (y) the Swingline Commitment and the L/C Commitment shall both be automatically and permanently reduced to zero; and (B) upon a Series ~~2021~~2019-1 Class A-1 Notes Amortization Event, (x) the Commitments with respect to all undrawn Commitment Amounts shall automatically and permanently terminate and the corresponding portions of the Series ~~2021~~2019-1 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis) and (y) each payment of principal on the Series ~~2021~~2019-1 Class A-1 Outstanding Principal Amount occurring following such Series ~~2021~~2019-1 Class A-1 Notes Amortization Event shall result automatically and permanently in a dollar-for-dollar reduction of the Series ~~2021~~2019-1 Class A-1 Notes Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis; (ii) if a Rapid Amortization Event occurs prior to the Series ~~2021~~2019-1 Class A-1 ~~Anticipated Repayment~~ Notes Renewal Date, then (A) on the date such Rapid Amortization Event occurs, the Commitments with respect to all undrawn Commitment Amounts shall automatically terminate, which termination shall be deemed to have occurred immediately following the making of Advances pursuant to clause (B) below, and the corresponding portions of the Series ~~2021~~2019-1 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis); (B) no later than the second Business Day after the occurrence of such Rapid Amortization Event, the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings (to the extent not repaid pursuant to Section 2.08(a) or Section 4.03(b)) shall be repaid in full with proceeds of Advances (and the Master Issuer shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made) and the Swingline Commitment and the L/C Commitment shall be automatically reduced to zero and by such amount of Unreimbursed L/C Drawings, respectively; and (C) each payment of principal (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections 4.02(b), 4.03(a), 4.03(b) and 9.18(c)(ii)) on the Series ~~2021~~2019-1 Class A-1 Outstanding Principal Amount occurring on or after the date of such Rapid Amortization Event (excluding the repayment of any outstanding Swingline Loans and Unreimbursed L/C Drawings with proceeds of Advances pursuant to clause (B) above) shall result automatically in a dollar-for-dollar reduction of the Series ~~2021~~2019-1 Class A-1 Notes Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis; provided that if such Rapid Amortization Event shall cease to be in effect pursuant to Section ~~9.1(e~~9.01(b) of the Base Indenture, then the Commitments, Swingline Commitment, L/C Commitment, Series ~~2021~~2019-1 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be restored to the amounts in effect immediately prior to the occurrence of such Rapid Amortization Event; (iii) [Reserved]; (iv) if ~~payments in connection with Indemnification~~Indemnification Amounts, Asset Disposition ~~and~~ Proceeds or Insurance/Condemnation ~~Payment Amounts~~ Proceeds are allocated to and deposited in the Series ~~2021~~2019-1 Class A-1 Distribution Account in accordance with Section ~~3.6(j~~3.06(j) of the Series ~~2021~~2019-1 Supplement at a time when either (i) no Senior Notes other than Series ~~2021~~2019-1 Class A-1 Notes are Outstanding or (ii) if a Series ~~2021~~2019-1 Class A-1 Notes Amortization Period is continuing, then (x) the aggregate Commitment Amount shall be automatically and permanently reduced on the date of such deposit by an amount (the “Series ~~2021~~2019-1 Class A-1 Allocated Payment Reduction Amount”) equal to the amount of such deposit, and each Committed Note Purchaser’s Commitment Amount shall be reduced on a pro rata basis of such Series ~~2021~~2019-1 Class A-1 Allocated Payment Reduction Amount based on each Committed Note Purchaser’s Commitment Amount, (y) the corresponding portions of the Series ~~2021~~2019-1 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced on a pro rata basis based on each Investor Group’s Maximum Investor Group Principal Amount by a corresponding amount on such date (and, if after giving effect to such reduction the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment, then the aggregate amount of the Swingline Commitment and the L/C Commitment shall be reduced by the amount of such difference, with such reduction to be allocated between them in accordance with the written instructions of the Master Issuer delivered prior to such date; provided that after giving effect thereto the aggregate amount of the Swingline Loans and the L/C Obligations do not exceed the Swingline Commitment and the L/C Commitment, respectively, as so reduced; provided, further, that in the absence of such instructions, such reduction shall be allocated first to the Swingline Commitment and then to the L/C Commitment) and (z) the Series ~~2021~~2019-1 Class A-1 Outstanding Principal Amount shall be repaid or prepaid and the Series 2019-1 Class A-1 Notes Exposure Amounts to be reduced to zero (which, for the avoidance of doubt, shall ~~include~~ be accomplished by cash collateralization of Undrawn L/C Face Amounts pursuant to Sections 4.02(b), 4.03(a), 4.03(b) and 9.18(c)(ii)) in an aggregate amount equal to such Series ~~2021~~2019-1 Class A-1 Allocated Payment Reduction Amount on the date and in the order required by Section ~~3.6(j~~3.06(j) of the Series ~~2021~~2019-1 Supplement; and (v) if any Event of Default shall occur and be continuing (and shall not have been waived in accordance with the Base Indenture) and as a result the payment of the Series ~~2021~~2019-1 Class A-1 Notes is accelerated pursuant to the terms of the Base Indenture (and such acceleration shall not have been rescinded in accordance with the Base Indenture), then in addition to the consequences set forth in clause (ii) above in respect of the Rapid Amortization Event resulting from such Event of Default, the Series ~~2021~~2019-1 Class A-1 Notes Maximum Principal Amount, the Commitment Amounts, the Swingline Commitment, the L/C Commitment and the Maximum Investor Group Principal Amounts shall all be automatically and permanently reduced to zero upon such acceleration and the Master Issuer shall (in accordance with the Series ~~2021~~2019-1 Supplement) cause the Series ~~2021~~2019-1 Class A-1 Outstanding Principal Amount to be paid in full and the Series 2019-1 Class A-1 Notes Exposure Amounts to be reduced to zero (which, for the avoidance of doubt, shall ~~include~~ be accomplished by cash collateralization of Undrawn L/C Face Amounts pursuant to Sections 4.02(b), 4.03(a), 4.03(b) and 9.18(c)(ii)), together with accrued interest, Series ~~2021~~2019-1 Class A-1 Quarterly Commitment Fees, Series ~~2021~~2019-1 Class A-1 Notes Other Amounts and all other amounts then due and payable to the Lender Parties, the Administrative Agent and the Funding Agents under this Agreement and the other Related Documents and any unreimbursed Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate) subject to and in accordance with the Priority of Payments.

Appears in 1 contract

Samples: Note Purchase Agreement (Jack in the Box Inc /New/)

Reduction in Commitments. 16 DMSLIBRARY01\32647597 (a) The ~~Master Issuer~~ Co-Issuers may, upon at least three (3) Business Days’ notice to the Administrative Agent (who shall promptly notify the Indenture Trustee, the ~~Control Party,~~ Controlling Party and each Funding Agent ~~and~~ (which will promptly notify each related Investor), effect a permanent reduction in the Series ~~2021~~2018-1 Class ~~A-1~~ A Notes Maximum Principal Amount and a corresponding reduction in each Commitment Amount and Maximum Investor Group Principal Amount on a pro rata ~~basis~~basis according to the Maximum Investor Group Principal Amount of each Investor Group; provided that (i) any such reduction will be limited to the undrawn portion of the ~~Commitments, although~~ Commitments such that the Series 2018-1 Class A Outstanding Principal Amount shall not exceed the Series 2018-1 Class A Notes Maximum Principal Amount (after giving effect to any ~~such reduction may be combined with a~~ Voluntary Decrease effected pursuant to and in accordance with Section ~~2.2(b~~2.02(d) ~~of the Series 2021-1 Supplement~~on such date), (ii) any such reduction must be in a minimum amount of $1,000,000, (iii) after giving effect to such reduction, the Series ~~2021~~2018-1 Class ~~A-1~~ A Notes Maximum Principal Amount equals or exceeds $5,000,000, unless reduced to zero, and (iv) no such reduction shall be permitted if, after giving effect thereto, ~~(x)~~ the aggregate Commitment Amounts would be less than the Series ~~2021~~2018-1 Class ~~A-1~~ A Outstanding Principal Amount (excluding any Undrawn L/C Face Amounts with respect to which cash collateral is held by the L/C Provider pursuant to Section 4.03(b)) or (y) the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C CommitmentAmount. Any reduction made pursuant to this Section 2.05(a) shall be made ratably among the Investor Groups on the basis of their respective Maximum Investor Group Principal Amounts. (b) If any of the following events shall occur, then the Commitment Amounts shall be automatically reduced on the dates and in the amounts set forth below with respect to the applicable event and the other consequences set forth below with respect to the applicable event shall ensue (and the Master Issuer shall give the Trustee, the Control Party, each Funding Agent and the Administrative Agent prompt written notice thereof): (i) (A) if the Outstanding Principal Amount of the Series 2021-1 Class A-1 Notes has not been paid in full or otherwise refinanced in full (which refinancing may also include an extension thereof) by the Business Day immediately preceding the Series 2021-1 Class A-1 Anticipated Repayment Date, on such Business Day, (x) the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings shall be repaid in full with proceeds of Advances made on such date (and the Master Issuer shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made), and (y) the Swingline Commitment and the L/C Commitment shall both be automatically and permanently reduced to zero; and (B) upon a Series 2021-1 Class A-1 Notes Amortization Event, (x) the Commitments with respect to all undrawn Commitment Amounts shall automatically and permanently terminate and the corresponding portions of the Series 2021-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis) and (y) each payment of principal on the Series 2021-1 Class A-1 Outstanding Principal Amount occurring following such Series 2021-1 Class A-1 Notes Amortization Event shall result automatically and permanently in a dollar-for-dollar reduction of the Series 2021-1 Class A-1 Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis; (ii) if a Rapid Amortization Event occurs prior to the Series 2021-1 Class A-1 Anticipated Repayment Date, then (A) on the date such Rapid Amortization Event occurs, the Commitments with respect to all undrawn Commitment Amounts shall automatically terminate, which termination shall be deemed to have occurred immediately following the making of Advances pursuant to clause (B) below, and the corresponding portions of the Series 2021-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis); (B) no later than the second Business Day after the occurrence of such Rapid Amortization Event, the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings (to the extent not repaid pursuant to Section 2.08(a) or Section 4.03(b)) shall be repaid in full with proceeds of Advances (and the Master Issuer shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made) and the Swingline Commitment and the L/C Commitment shall be automatically reduced to zero and by such amount of Unreimbursed L/C Drawings, respectively; and (C) each payment of principal (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections 4.02(b), 4.03(a), 4.03(b) and 9.18(c)(ii)) on the Series 2021-1 Class A-1 Outstanding Principal Amount occurring on or after the date of such Rapid Amortization Event (excluding the repayment of any outstanding Swingline Loans and Unreimbursed L/C Drawings with proceeds of Advances pursuant to clause (B) above) shall result automatically in a dollar-for-dollar reduction of the Series 2021-1 Class A-1 Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis; provided that if such Rapid Amortization Event shall cease to be in effect pursuant to Section 9.1(e) of the Base Indenture, then the Commitments, Swingline Commitment, L/C Commitment, Series 2021-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be restored to the amounts in effect immediately prior to the occurrence of such Rapid Amortization Event; (iii) [Reserved]; (iv) if payments in connection with Indemnification, Asset Disposition and Insurance/Condemnation Payment Amounts are allocated to and deposited in the Series 2021-1 Class A-1 Distribution Account in accordance with Section 3.6(j) of the Series 2021-1 Supplement at a time when either (i) no Senior Notes other than Series 2021-1 Class A-1 Notes are Outstanding or (ii) if a Series 2021-1 Class A-1 Notes Amortization Period is continuing, then (x) the aggregate Commitment Amount shall be automatically and permanently reduced on the date of such deposit by an amount (the “Series 2021-1 Class A-1 Allocated Payment Reduction Amount”) equal to the amount of such deposit, and each Committed Note Purchaser’s Commitment Amount shall be reduced on a pro rata basis of such Series 2021-1 Class A-1 Allocated Payment Reduction Amount based on each Committed Note Purchaser’s Commitment Amount, (y) the corresponding portions of the Series 2021-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced on a pro rata basis based on each Investor Group’s Maximum Investor Group Principal Amount by a corresponding amount on such date (and, if after giving effect to such reduction the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment, then the aggregate amount of the Swingline Commitment and the L/C Commitment shall be reduced by the amount of such difference, with such reduction to be allocated between them in accordance with the written instructions of the Master Issuer delivered prior to such date; provided that after giving effect thereto the aggregate amount of the Swingline Loans and the L/C Obligations do not exceed the Swingline Commitment and the L/C Commitment, respectively, as so reduced; provided, further, that in the absence of such instructions, such reduction shall be allocated first to the Swingline Commitment and then to the L/C Commitment) and (z) the Series 2021-1 Class A-1 Outstanding Principal Amount shall be repaid or prepaid (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections 4.02(b), 4.03(a), 4.03(b) and 9.18(c)(ii)) in an aggregate amount equal to such Series 2021-1 Class A-1 Allocated Payment Reduction Amount on the date and in the order required by Section 3.6(j) of the Series 2021-1 Supplement; and (v) if any Event of Default shall occur and be continuing (and shall not have been waived in accordance with the Base Indenture) and as a result the payment of the Series 2021-1 Class A-1 Notes is accelerated pursuant to the terms of the Base Indenture (and such acceleration shall not have been rescinded in accordance with the Base Indenture), then in addition to the consequences set forth in clause (ii) above in respect of the Rapid Amortization Event resulting from such Event of Default, the Series 2021-1 Class A-1 Maximum Principal Amount, the Commitment Amounts, the Swingline Commitment, the L/C Commitment and the Maximum Investor Group Principal Amounts shall all be automatically and permanently reduced to zero upon such acceleration and the Master Issuer shall (in accordance with the Series 2021-1 Supplement) cause the Series 2021-1 Class A-1 Outstanding Principal Amount to be paid in full (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections 4.02(b), 4.03(a), 4.03(b) and 9.18(c)(ii)), together with accrued interest, Series 2021-1 Class A-1 Quarterly Commitment Fees, Series 2021-1 Class A-1 Notes Other Amounts and all other amounts then due and payable to the Lender Parties, the Administrative Agent and the Funding Agents under this Agreement and the other Related Documents and any unreimbursed Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate) subject to and in accordance with the Priority of Payments.

Appears in 1 contract

Samples: Note Purchase Agreement (Spirit MTA REIT)

Reduction in Commitments. (a) The ~~Master Issuer~~ Co-Issuers may, upon three (3) Business Days’ notice to the Administrative Agent (who shall promptly notify the Trustee, the Control Party, each Funding Agent and each Investor), effect a permanent reduction in the Series ~~2021~~2014-1 Class A-1 Maximum Principal Amount and a corresponding reduction in each Commitment Amount and Maximum Investor Group Principal Amount on a pro rata basis; provided that (i) any such reduction will be limited to the undrawn portion of the Commitments, although any such reduction may be combined with a Voluntary Decrease effected pursuant to and in accordance with Section 2.2(b) of the Series ~~2021~~2014-1 Supplement, (ii) any such reduction must be in a minimum amount of $~~1,000,000~~10,000,000, (iii) after giving effect to such reduction, the Series ~~2021~~2014-1 Class A-1 Maximum Principal Amount equals or exceeds $~~5,000,000~~50,000,000, unless reduced to zero, and (iv) no such reduction shall be permitted if, after giving effect thereto, (x) the aggregate Commitment Amounts would be less than the Series ~~2021~~2014-1 Class A-1 Outstanding Principal Amount (excluding any Undrawn L/C Face Amounts with respect to which cash collateral is held by the L/C Provider pursuant to Section 4.03(b)) or (y) the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment. Any reduction made pursuant to this Section 2.05(a) shall be made ratably among the Investor Groups on the basis of their respective Maximum Investor Group Principal Amounts. (b) If any of the following events shall occur, then the Commitment Amounts shall be automatically and permanently reduced on the dates and in the amounts set forth below with respect to the applicable event and the other consequences set forth below with respect to the applicable event shall ensue (and the ~~Master Issuer~~ Co-Issuers shall give the Trustee, the Control Party, each Funding Agent and the Administrative Agent prompt written notice thereof): (i) ~~(A)~~ if the Outstanding Principal Amount of the Series ~~2021~~2014-1 Class A-1 Notes has not been paid in full or otherwise refinanced in full (which refinancing may also include an extension thereof) by the Business Day immediately preceding the Series ~~2021~~2014-1 Class A-1 ~~Anticipated Repayment~~ Senior Notes Renewal Date, (A) on such Business Day, (x) the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings shall be repaid in full with proceeds of Advances made on such date (and the ~~Master Issuer~~ Co-Issuers shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made), and (y) the Swingline Commitment and the L/C Commitment shall both be automatically and permanently reduced to zero; ~~and~~ (B) upon a Series ~~2021~~2014-1 Class A-1 Senior Notes Amortization Event, (x) all undrawn portions of the Commitments ~~with respect to all undrawn Commitment Amounts~~ shall automatically and permanently terminate and the corresponding portions of the Series ~~2021~~2014-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis) and (y) the Commitment Amounts shall automatically and permanently be reduced to zero (all Undrawn L/C Face Amounts having expired by their terms prior to such date) and (C) each payment of principal on the Series ~~2021~~2014-1 Class A-1 Outstanding Principal Amount occurring following such Series ~~2021~~2014-1 Class A-1 Senior Notes Amortization Event shall result automatically and permanently in a dollar-for-dollar reduction of the Series ~~2021~~2014-1 Class A-1 Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis; (ii) if a Rapid Amortization Event occurs prior to the Series ~~2021~~2014-1 Class A-1 ~~Anticipated Repayment~~ Senior Notes Renewal Date, then (A) on the date such Rapid Amortization Event occurs, (x) all undrawn portions of the Commitments ~~with respect to all undrawn Commitment Amounts~~ shall automatically and permanently terminate, which termination shall be deemed to have occurred immediately following the making of Advances pursuant to clause (B) below, and the corresponding portions of the Series ~~2021~~2014-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis), (y) the Commitment Amounts shall automatically and permanently be reduced to zero, which reduction shall be deemed to have occurred immediately following the making of Advances pursuant to clause (B) below, and (z) the Swingline Commitment and the L/C Commitment shall both be automatically and permanently reduced to zero; (B) no later than the second Business Day after the occurrence of such Rapid Amortization Event, the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings ~~(to the extent not repaid pursuant to Section 2.08(a) or Section 4.03(b))~~ shall be repaid in full with proceeds of Advances (and the ~~Master Issuer~~ Co-Issuers shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made~~) and the Swingline Commitment and the L/C Commitment shall be automatically reduced to zero and by such amount of Unreimbursed L/C Drawings, respectively~~); and (C) each payment of principal (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections ~~4.02(b)~~4.02, 4.03(a), 4.03(b) and 9.18(c)(ii)) on the Series ~~2021~~2014-1 Class A-1 Outstanding Principal Amount occurring on or after the date of such Rapid Amortization Event (excluding the repayment of any outstanding Swingline Loans and Unreimbursed L/C ~~Drawings~~ Obligations with proceeds of Advances pursuant to clause (B) above) shall result automatically and permanently in a dollar-for-dollar reduction of the Series ~~2021~~2014-1 Class A-1 Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis; provided that if such Rapid Amortization Event shall cease to be in effect pursuant to Section 9.1(e) of the Base Indenture, then the Commitments, Swingline Commitment, L/C Commitment, Series 2021-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be restored to the amounts in effect immediately prior to the occurrence of such Rapid Amortization Event; (iii) [~~Reserved~~Intentionally omitted]; (iv) if payments in connection with Indemnification, Asset Disposition and Insurance/Condemnation Payment Amounts are allocated to and deposited in the Series ~~2021~~2014-1 Class A-1 Distribution Account in accordance with Section 3.6(j) of the Series ~~2021~~2014-1 Supplement at a time when either (i) no Senior Notes other than Series ~~2021~~2014-1 Class A-1 Senior Notes are Outstanding or (ii) if a Series ~~2021~~2014-1 Class A-1 Senior Notes Amortization Period is continuing, then (x) the aggregate Commitment Amount shall be automatically and permanently reduced on the date of such deposit by an amount (the “Series ~~2021~~2014-1 Class A-1 Allocated Payment Reduction Amount”) equal to the amount of such deposit, and each Committed Note Purchaser’s Commitment Amount shall be reduced on a pro rata basis of such Series ~~2021~~2014-1 Class A-1 Allocated Payment Reduction Amount based on each Committed Note Purchaser’s Commitment ~~Amount,~~ Amount and (y) the corresponding portions of the Series ~~2021~~2014-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced on a pro rata basis based on each Investor Group’s Maximum Investor Group Principal Amount by a corresponding amount on such date (and, if after giving effect to such reduction the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment, then the aggregate amount of the Swingline Commitment and the L/C Commitment shall be reduced by the amount of such difference, with such reduction to be allocated between them in accordance with the written instructions of the ~~Master Issuer~~ Co-Issuers delivered prior to such date; provided that after giving effect thereto the aggregate amount of the Swingline Loans and the L/C Obligations do not exceed the Swingline Commitment and the L/C Commitment, respectively, as so reduced; ~~provided, further,~~ provided further that in the absence of such instructions, such reduction shall be allocated first to the Swingline Commitment and then to the L/C Commitment) and (z) the Series ~~2021~~2014-1 Class A-1 Outstanding Principal Amount shall be repaid or prepaid (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections ~~4.02(b)~~4.02, 4.03(a), 4.03(b) and 9.18(c)(ii)) in an aggregate amount equal to such Series ~~2021~~2014-1 Class A-1 Allocated Payment Reduction Amount on the date and in the order required by Section 3.6(j) of the Series ~~2021~~2014-1 Supplement; and (v) if any Event of Default shall occur and be continuing (and shall not have been waived in accordance with the Base Indenture) and as a result the payment of the Series ~~2021~~2014-1 Class A-1 Notes is accelerated pursuant to the terms of the Base Indenture (and such acceleration shall not have been rescinded in accordance with the Base Indenture), then in addition to the consequences set forth in clause (ii) above in respect of the Rapid Amortization Event resulting from such Event of Default, the Series ~~2021~~2014-1 Class A-1 Maximum Principal Amount, the Commitment Amounts, the Swingline Commitment, the L/C Commitment and the Maximum Investor Group Principal Amounts shall all be automatically and permanently reduced to zero upon such acceleration and the ~~Master Issuer~~ Co-Issuers shall (in accordance with the Series ~~2021~~2014-1 Supplement) cause the Series ~~2021~~2014-1 Class A-1 Outstanding Principal Amount to be paid in full (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections ~~4.02(b)~~4.02, 4.03(a), 4.03(b) and 9.18(c)(ii)), ) together with accrued interest, Series ~~2021~~2014-1 Class A-1 Quarterly Commitment Fees, Series ~~2021~~2014-1 Class A-1 ~~Notes~~ Other Amounts and all other amounts then due and payable to the Lender Parties, the Administrative Agent and the Funding Agents under this Agreement and the other Related Documents and any unreimbursed Servicing Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate) subject to and in accordance with the Priority of Payments.

Appears in 1 contract

Samples: Class a 1 Note Purchase Agreement (DineEquity, Inc)

Reduction in Commitments. (a) The Master Issuer may, upon three (3) Business Days’ notice to the Administrative Agent (who shall promptly notify the Trustee, the Control Party, each Funding Agent and each Investor), effect a permanent reduction in the Series ~~2021~~2015-1 Class A-1 Maximum Principal Amount and a corresponding reduction in each Commitment Amount and Maximum Investor Group Principal Amount on a pro rata basis; provided that (i) any such reduction will be limited to the undrawn portion of the Commitments, although any such reduction may be combined with a Voluntary Decrease effected pursuant to and in accordance with Section 2.2(b) of the Series ~~2021~~2015-1 Supplement, (ii) any such reduction must be in a minimum amount of $1,000,000, (iii) after giving effect to such reduction, the Series ~~2021~~2015-1 Class A-1 Maximum Principal Amount equals or exceeds $5,000,000, unless reduced to zero, and (iv) no such reduction shall be permitted if, after giving effect thereto, (x) the aggregate Commitment Amounts would be less than the Series ~~2021~~2015-1 Class A-1 Outstanding Principal Amount (excluding any Undrawn L/C Face Amounts with respect to which cash collateral is held by the L/C Provider pursuant to Section 4.03(b)) or (y) the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment. Any reduction made pursuant to this Section 2.05(a) shall be made ratably among the Investor Groups on the basis of their respective Maximum Investor Group Principal Amounts. (b) If any of the following events shall occur, then the Commitment Amounts shall be automatically reduced on the dates and in the amounts set forth below with respect to the applicable event and the other consequences set forth below with respect to the applicable event shall ensue (and the Master Issuer shall give the Trustee, the Control Party, each Funding Agent and the Administrative Agent prompt written notice thereof): (i) (A) if the Outstanding Principal Amount of the Series ~~2021~~2015-1 Class A-1 Notes has not been paid in full or otherwise refinanced in full (which refinancing may also include an extension thereof) by the Business Day immediately preceding the Series ~~2021~~2015-1 Class A-1 ~~Anticipated Repayment~~ Notes Renewal Date, on such Business Day, (x) the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings shall be repaid in full with proceeds of Advances made on such date (and the Master Issuer shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made), and (y) the Swingline Commitment and the L/C Commitment shall both be automatically and permanently reduced to zero; and (B) upon a Series ~~2021~~2015-1 Class A-1 Notes Amortization Event, (x) the Commitments with respect to all undrawn Commitment Amounts shall automatically and permanently terminate and the corresponding portions of the Series ~~2021~~2015-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis) and (y) each payment of principal on the Series ~~2021~~2015-1 Class A-1 Outstanding Principal Amount occurring following such Series ~~2021~~2015-1 Class A-1 Notes Amortization Event shall result automatically and permanently in a dollar-for-dollar reduction of the Series ~~2021~~2015-1 Class A-1 Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis; (ii) if a Rapid Amortization Event occurs prior to the Series ~~2021~~2015-1 Class A-1 ~~Anticipated Repayment~~ Notes Renewal Date, then (A) on the date such Rapid Amortization Event occurs, the Commitments with respect to all undrawn Commitment Amounts shall automatically terminate, which termination shall be deemed to have occurred immediately following the making of Advances pursuant to clause (B) below, and the corresponding portions of the Series ~~2021~~2015-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis); (B) no later than the second Business Day after the occurrence of such Rapid Amortization Event, the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings (to the extent not repaid pursuant to Section 2.08(a) or Section 4.03(b)) shall be repaid in full with proceeds of Advances (and the Master Issuer shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made) and the Swingline Commitment and the L/C Commitment shall be automatically reduced to zero and by such amount of Unreimbursed L/C Drawings, respectively; and (C) each payment of principal (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections 4.02(b), 4.03(a), 4.03(b) and 9.18(c)(ii)) on the Series ~~2021~~2015-1 Class A-1 Outstanding Principal Amount occurring on or after the date of such Rapid Amortization Event (excluding the repayment of any outstanding Swingline Loans and Unreimbursed L/C Drawings with proceeds of Advances pursuant to clause (B) above) shall result automatically in a dollar-for-dollar reduction of the Series ~~2021~~2015-1 Class A-1 Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis; provided that if such Rapid Amortization Event shall cease to be in effect pursuant to Section 9.1(e) of the Base Indenture, then the Commitments, Swingline Commitment, L/C Commitment, Series ~~2021~~2015-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be restored to the amounts in effect immediately prior to the occurrence of such Rapid Amortization Event; (iii) [Reserved]; (iv) if payments in connection with Indemnification, Asset Disposition and Insurance/Condemnation Payment Amounts are allocated to and deposited in the Series ~~2021~~2015-1 Class A-1 Distribution Account in accordance with Section 3.6(j) of the Series ~~2021~~2015-1 Supplement at a time when either (i) no Senior Notes other than Series ~~2021~~2015-1 Class A-1 Notes are Outstanding or (ii) if a Series ~~2021~~2015-1 Class A-1 Notes Amortization Period is continuing, then (x) the aggregate Commitment Amount shall be automatically and permanently reduced on the date of such deposit by an amount (the “Series ~~2021~~2015-1 Class A-1 Allocated Payment Reduction Amount”) equal to the amount of such deposit, and each Committed Note Purchaser’s Commitment Amount shall be reduced on a pro rata basis of such Series ~~2021~~2015-1 Class A-1 Allocated Payment Reduction Amount based on each Committed Note Purchaser’s Commitment Amount, (y) the corresponding portions of the Series ~~2021~~2015-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced on a pro rata basis based on each Investor Group’s Maximum Investor Group Principal Amount by a corresponding amount on such date (and, if after giving effect to such reduction the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment, then the aggregate amount of the Swingline Commitment and the L/C Commitment shall be reduced by the amount of such difference, with such reduction to be allocated between them in accordance with the written instructions of the Master Issuer delivered prior to such date; provided that after giving effect thereto the aggregate amount of the Swingline Loans and the L/C Obligations do not exceed the Swingline Commitment and the L/C Commitment, respectively, as so reduced; provided, further, that in the absence of such instructions, such reduction shall be allocated first to the Swingline Commitment and then to the L/C Commitment) and (z) the Series ~~2021~~2015-1 Class A-1 Outstanding Principal Amount shall be repaid or prepaid (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections 4.02(b), 4.03(a), 4.03(b) and 9.18(c)(ii)) in an aggregate amount equal to such Series ~~2021~~2015-1 Class A-1 Allocated Payment Reduction Amount on the date and in the order required by Section 3.6(j) of the Series ~~2021~~2015-1 Supplement; and (v) if any Event of Default shall occur and be continuing (and shall not have been waived in accordance with the Base Indenture) and as a result the payment of the Series ~~2021~~2015-1 Class A-1 Notes is accelerated pursuant to the terms of the Base Indenture (and such acceleration shall not have been rescinded in accordance with the Base Indenture), then in addition to the consequences set forth in clause (ii) above in respect of the Rapid Amortization Event resulting from such Event of Default, the Series ~~2021~~2015-1 Class A-1 Maximum Principal Amount, the Commitment Amounts, the Swingline Commitment, the L/C Commitment and the Maximum Investor Group Principal Amounts shall all be automatically and permanently reduced to zero upon such acceleration and the Master Issuer shall (in accordance with the Series ~~2021~~2015-1 Supplement) cause the Series ~~2021~~2015-1 Class A-1 Outstanding Principal Amount to be paid in full (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections 4.02(b), 4.03(a), 4.03(b) and 9.18(c)(ii)), together with accrued interest, Series ~~2021~~2015-1 Class A-1 Quarterly Commitment Fees, Series ~~2021~~2015-1 Class A-1 Notes Other Amounts and all other amounts then due and payable to the Lender Parties, the Administrative Agent and the Funding Agents under this Agreement and the other Related Documents and any unreimbursed Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate) subject to and in accordance with the Priority of Payments.

Appears in 1 contract

Samples: Class a 1 Note Purchase Agreement (Wendy's Co)

Reduction in Commitments. (a) The ~~Master Issuer~~ Co-Issuers may, upon three ~~(3)~~ Business Days’ notice to the Administrative Agent (who shall promptly notify the Trustee, ~~the Control Party,~~ each Funding Agent and each Investor), effect a permanent reduction in the Series ~~2021~~2007-1 Class A-1 Maximum Principal Amount and a corresponding reduction in each Commitment Amount and Maximum Investor Group Principal Amount on a pro rata basis; provided that (i) any such reduction will be limited to the undrawn portion of the Commitments, although any such reduction may be combined with a Voluntary Decrease effected pursuant to and in accordance with Section 2.2(b) of the Series ~~2021~~2007-1 Supplement, (ii) any such reduction must be in a minimum amount of $~~1,000,000~~10,000,000, (iii) after giving effect to such reduction, the Series ~~2021~~2007-1 Class A-1 Maximum Principal Amount equals or exceeds $~~5,000,000~~50,000,000, unless reduced to zero, and (iv) no such reduction shall be permitted if, after giving effect thereto, (x) the aggregate Commitment Amounts would be less than the Series ~~2021~~2007-1 Class A-1 Outstanding Principal Amount (excluding any Undrawn L/C Face Amounts with respect to which cash collateral is held by the L/C Provider pursuant to Section ~~4.03(b)~~4.03) or (y) the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment. Any reduction made pursuant to this Section 2.05(a) shall be made ratably among the Investor Groups on the basis of their respective Maximum Investor Group Principal Amounts. (b) If any of the following events shall occur, then the ~~Commitment Amounts~~ Commitments shall be automatically and permanently reduced on the dates and in the amounts set forth below with respect to the applicable event and the other consequences set forth below with respect to the applicable event shall ensue (and the ~~Master Issuer~~ Co-Issuers shall give the Trustee, the ~~Control Party, each Funding Agent~~ Series 2007-1 Class A Lead Insurer and the Administrative Agent prompt written notice thereof): (i) (A) ~~if the Outstanding Principal Amount of the Series 2021-1 Class A-1 Notes has not been paid in full or otherwise refinanced in full (which refinancing may also include an extension thereof) by~~ on the Business Day immediately preceding the Series ~~2021~~2007-1 ~~Class A-1 Anticipated~~ Adjusted Repayment Date~~, on such Business Day~~, (x) the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings shall be repaid in full with proceeds of Advances made on such date (and the ~~Master Issuer shall be deemed~~ Co-Issuers agree to ~~have delivered~~ deliver such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made), and (y) the Swingline Commitment and the L/C Commitment shall both be automatically and permanently reduced to zero; ~~and~~ (B) ~~upon a~~ on the Series ~~2021~~2007-1 ~~Class A-1 Notes Amortization Event~~Adjusted Repayment Date, (x) all undrawn portions of the Commitments ~~with respect to all undrawn Commitment Amounts~~ shall automatically and permanently terminate (all Undrawn L/C Face Amounts having expired by their terms prior to such date), and (y) the corresponding portions of the Series ~~2021~~2007-1 Class A-1 Maximum Principal ~~Amount~~ Amount, the Commitment Amounts and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced by a corresponding ~~amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis)~~ amount; and (yC) each payment of principal on the Series ~~2021~~2007-1 Class A-1 Outstanding Principal Amount occurring ~~following such~~ on or after the Series ~~2021~~2007-1 ~~Class A-1 Notes Amortization Event~~ Adjusted Repayment Date shall result automatically and permanently in a dollar-for-dollar reduction of the Series ~~2021~~2007-1 Class A-1 Maximum Principal Amount and a corresponding reduction in each Commitment Amount and Maximum Investor Group Principal Amount on a pro rata basis; (ii) if a Rapid Amortization Event occurs prior to the Series ~~2021~~2007-1 ~~Class A-1 Anticipated~~ Adjusted Repayment Date, then (A) on the date such Rapid Amortization Event occurs, (x) all portions of the Commitments in excess of the Series 2007-1 Class A-1 Outstanding Principal Amount (excluding any Undrawn L/C Face Amounts to the extent cash collateral is held with respect thereto by the L/C Provider pursuant to ~~all undrawn Commitment Amounts~~ Section 4.03) shall automatically and permanently terminate, ~~which termination shall be deemed to have occurred immediately following the making of Advances pursuant to clause~~ (By) ~~below, and~~ the corresponding portions of the Series ~~2021~~2007-1 Class A-1 Maximum Principal ~~Amount~~ Amount, the Commitment Amounts and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced by a corresponding ~~amount~~ amount, and (~~with respect~~ z) the Swingline Commitment and the L/C Commitment shall both be automatically and permanently reduced to ~~the Maximum Investor Group Principal Amounts, on a pro rata basis)~~zero; (B) no later than the second Business Day after the occurrence of such Rapid Amortization Event, the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings ~~(to the extent not repaid pursuant to Section 2.08(a) or Section 4.03(b))~~ shall be repaid in full with proceeds of Advances (and the ~~Master Issuer shall be deemed~~ Co-Issuers agree to ~~have delivered~~ deliver such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made~~) and the Swingline Commitment and the L/C Commitment shall be automatically reduced to zero and by such amount of Unreimbursed L/C Drawings, respectively~~); and (C) each payment of principal ~~(which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections 4.02(b), 4.03(a), 4.03(b) and 9.18(c)(ii))~~ on the Series ~~2021~~2007-1 Class A-1 Outstanding Principal Amount occurring on or after the date of such Rapid Amortization Event (excluding the repayment of any outstanding Swingline Loans and Unreimbursed L/C ~~Drawings~~ Obligations with proceeds of Advances pursuant to clause (B) ~~above~~above but including payments that are used to cash collateralize any Undrawn L/C Face Amounts) shall result automatically and permanently in a dollar-for-dollar reduction of the Series ~~2021~~2007-1 Class A-1 Maximum Principal Amount and a corresponding reduction in each Commitment Amount and Maximum Investor Group Principal Amount on a pro rata basis; ; (iii) if a Change of Control occurs (unless the Control Party has provided ~~that if~~ its prior written consent thereto), then (A) on the date such ~~Rapid Amortization Event shall cease~~ Change of Control occurs, (x) all portions of the Commitments in excess of the Series 2007-1 Class A-1 Outstanding Principal Amount (excluding any Undrawn L/C Face Amounts to ~~be in effect~~ the extent cash collateral is held with respect thereto by the L/C Provider pursuant to Section ~~9.1(e~~4.03) shall automatically and permanently terminate, (y) the corresponding portions of the ~~Base Indenture, then the Commitments, Swingline Commitment, L/C Commitment,~~ Series ~~2021~~2007-1 Class A-1 Maximum Principal ~~Amount~~ Amount, the Commitment Amounts and the Maximum Investor Group Principal Amounts shall be ~~restored~~ automatically and permanently reduced by a corresponding amount, and (z) the Swingline Commitment and the L/C Commitment shall both be automatically and permanently reduced to zero; (B) if the ~~amounts~~ Series 2007-1 Prepayment Date specified in ~~effect immediately prior~~ the applicable Prepayment Notice is scheduled to occur more than two Business Days after such occurrence, then no later than the second Business Day after the occurrence of such ~~Rapid Amortization Event;~~ Change of Control, the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings shall be repaid in full with proceeds of Advances (~~iii~~and the Co-Issuers agree to deliver such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made); and (C) ~~[Reserved]~~on the Series 2007-1 Prepayment Date specified in the applicable Prepayment Notice, (x) the Series 2007-1 Class A-1 Maximum Principal Amount, the Commitment Amounts and the Maximum Investor Group Principal Amounts shall all be automatically and permanently reduced to zero, and (y) the Co-Issuers shall cause the Series 2007-1 Class A-1 Outstanding Principal Amount to be paid in full (or, in the case of any then-outstanding Undrawn L/C Face Amounts, to be fully cash collateralized pursuant to Sections 4.02 and 4.03), together with accrued interest and fees and all other amounts then due and payable to the Lender Parties, the Administrative Agent and the Funding Agents under this Agreement and the other Related Documents; (iv) if ~~payments in connection with Indemnification, Asset Disposition and Insurance/Condemnation Payment Amounts~~ Series 2007-1 Weekly Extension Principal Prepayments or Indemnification Payments are allocated to and deposited in the applicable Series ~~2021~~Distribution Account for the Series 2007-1 ~~Class A-1 Distribution Account~~ Notes in accordance with Section ~~3.6(j~~3.7(c)(ii) or Section 3.7(i) of the Series ~~2021-1~~ Supplement at a time when ~~either (i)~~ no Class A Senior Notes other than ~~Series 2021-1~~ Class A-1 Senior Notes are ~~Outstanding or (ii) if a Series 2021-1 Class A-1 Notes Amortization Period is continuing~~Outstanding, ~~then~~ (x) the aggregate ~~Commitment Amount~~ amount of the Commitments shall be automatically and permanently reduced on the date of such deposit by an amount (the “Series ~~2021~~2007-1 Class A-1 Allocated Payment Reduction Amount”) equal to the ~~amount~~ product of ~~such deposit~~(A) the portion, ~~and each Committed Note Purchaser’s Commitment Amount shall be reduced on a pro rata basis~~ if any, of such Series ~~2021~~2007-1 Weekly Extension Principal Prepayments or Indemnification Payments remaining after depositing the applicable portion thereof in the applicable Series Distribution Accounts for all Classes of Class A Senior Notes other than any Class A-1 ~~Allocated Payment Reduction Amount based on each Committed Note Purchaser’s Commitment Amount,~~ Senior Notes and (B) the percentage that the then-outstanding amount of the Commitments bears to the aggregate amount of all then-outstanding commitments to extend credit in respect of all Class A-1 Senior Notes; (y) the corresponding portions of the Series ~~2021~~2007-1 Class A-1 Maximum Principal ~~Amount~~ Amount, the Commitment Amounts and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced ~~on a pro rata basis based on each Investor Group’s Maximum Investor Group Principal Amount~~ by a corresponding amount on such date (and, if after giving effect to such reduction the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment, then the aggregate amount of the Swingline Commitment and the L/C Commitment shall be reduced by the amount of such difference, with such reduction to be allocated between them in accordance with the written instructions of the ~~Master Issuer~~ Co-Issuers delivered prior to such date; provided that after giving effect thereto the aggregate amount of the Swingline Loans and the L/C Obligations do not exceed the Swingline Commitment and the L/C Commitment, respectively, as so reduced; ~~provided, further,~~ provided further that in the absence of such instructions, such reduction shall be allocated first to the Swingline Commitment and then to the L/C Commitment) ); and (z) the Series ~~2021~~2007-1 Class A-1 Outstanding Principal Amount shall be repaid or prepaid ~~(which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections 4.02(b), 4.03(a), 4.03(b) and 9.18(c)(ii))~~ in an aggregate amount equal to such Series ~~2021~~2007-1 Class A-1 Allocated Payment Reduction Amount on the date and in the order required by such Section ~~3.6(j~~3.7(c)(ii) or Section 3.7(i), as applicable, of the Series ~~2021~~2007-1 Supplement; and (v) if any Event of Default shall occur and be continuing (and shall not have been waived in accordance with the Base Indenture) and as a result the payment of the Series ~~2021~~2007-1 Class A-1 Notes is accelerated pursuant to ~~the terms~~ Section 9.2 of the Base Indenture (and such acceleration shall not have been rescinded in accordance with the Base Indenture), then in addition to the consequences set forth in clause (ii) above in respect of the Rapid Amortization Event resulting from such Event of Default, the Series ~~2021~~2007-1 Class A-1 Maximum Principal Amount, the Commitment ~~Amounts, the Swingline Commitment, the L/C Commitment~~ Amounts and the Maximum Investor Group Principal Amounts shall all be automatically and permanently reduced to zero upon such acceleration and the ~~Master Issuer~~ Co-Issuers shall ~~(in accordance with the Series 2021-1 Supplement)~~ immediately cause the Series ~~2021~~2007-1 Class A-1 Outstanding Principal Amount to be paid in full (~~which~~or, ~~for~~ in the ~~avoidance~~ case of ~~doubt, shall include cash collateralization of~~ any then-outstanding Undrawn L/C Face ~~Amounts~~ Amounts, to be fully cash collateralized pursuant to Sections ~~4.02(b), 4.03(a), 4.03(b)~~ 4.02 and ~~9.18(c)(ii)~~4.03), together with accrued ~~interest, Series 2021-1 Class A-1 Quarterly Commitment Fees, Series 2021-1 Class A-1 Notes Other Amounts~~ interest and fees and all other amounts then due and payable to the Lender Parties, the Administrative Agent and the Funding Agents under this Agreement and the other Related ~~Documents and any unreimbursed Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate) subject to and in accordance with the Priority of Payments~~Documents.

Appears in 1 contract

Samples: Note Purchase Agreement (Dominos Pizza Inc)

Reduction in Commitments. (a) The ~~Master~~ Issuer may, upon at least three (3) Business Days’ notice to the Series 2023-2 Class A-1 Administrative Agent (who shall promptly notify ~~the Trustee, the Control Party,~~ each Funding Agent and ~~each~~ Investor), the Indenture Trustee and the Servicer, effect a permanent reduction in the Series ~~2021~~2023-1 2 Class A-1 Notes Maximum Principal Amount and a corresponding reduction in each Commitment Amount and Maximum Investor Group Principal Amount on a pro rata basis; provided that (i) any such reduction will be limited to the undrawn portion of the ~~Commitments, although~~ Commitments such that the Series 2023-2 Class A-1 Outstanding Principal Amount shall not exceed the Series 2023-2 Class A-1 Notes Maximum Principal Amount (after giving effect to any ~~such reduction may be combined with a~~ Voluntary Decrease effected pursuant to and in accordance with Section ~~2.2(b~~2.02(d) ~~of the Series 2021-1 Supplement~~on such date), (ii) any such reduction must be in a minimum amount of $~~1,000,000~~5,000,000 (unless the Series 2023-2 Class A-1 Notes Maximum Principal Amount is less than $5,000,000, in which case any such reduction must reduce the Series 2023-2 Class A-1 Notes Maximum Principal Amount to zero)and (iii) after giving effect to such reduction, the Series ~~2021~~2023-1 2 Class A-1 Notes Maximum Principal Amount equals or exceeds $5,000,000, unless reduced to zero, and (iv) no such reduction shall be permitted if, after giving effect thereto, ~~(x)~~ the aggregate Commitment Amounts would be less than the Series ~~2021~~2023-1 2 Class A-1 Outstanding Principal Amount (excluding any Undrawn L/C Face Amounts with respect to which cash collateral is held by the L/C Provider pursuant to Section 4.03(b)) or (y) the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C CommitmentAmount. ~~Any reduction made pursuant to this Section 2.05(a) shall be made ratably among the Investor Groups on the basis of their respective Maximum Investor Group Principal Amounts.~~ (b) If any of the following events shall occur, then the Commitment Amounts shall be automatically and permanently reduced on the dates and in the amounts set forth below with respect to the applicable event and the other consequences set forth below with respect to the applicable event shall ensue (and the ~~Master~~ Issuer shall give the Indenture Trustee, the ~~Control Party~~Servicer, each Funding Agent and the Series 2023-2 Class A-1 Administrative Agent prompt written notice thereof):): (i) ~~(A)~~ if ~~the Outstanding Principal Amount~~ a Post-ARD Period has occurred with respect to any Series and Class of the Series 2021-1 Class A-1 Notes has not been paid in full or otherwise refinanced in full (which refinancing may also include an extension thereof) by the Business Day immediately preceding the Series 2021-1 Class A-1 Anticipated Repayment Date, on such Business DayNotes, (x) ~~the principal amount~~ all undrawn portions of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings shall be repaid in full with proceeds of Advances made on such date (and the Master Issuer shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made), and (y) the Swingline Commitment and the L/C Commitment shall both be automatically and permanently reduced to zero; and (B) upon a Series 2021-1 Class A-1 Notes Amortization Event, (x) the Commitments ~~with respect to all undrawn Commitment Amounts~~ shall automatically and permanently terminate and the corresponding portions of the Series ~~2021~~2023-1 2 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis) and (y) each payment of principal on the Series ~~2021~~2023-1 2 Class A-1 Outstanding Principal Amount occurring on or following such ~~Series 2021-1 Class A-1 Notes Amortization Event~~ Business Day shall result automatically and permanently in a dollar-for-dollar reduction of the Series ~~2021~~2023-1 2 Class A-1 Notes Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis; (ii) if a Rapid Amortization ~~Event occurs prior to the Series 2021-1 Class A-1 Anticipated Repayment Date~~Period has occurred and is continuing, then ~~(A)~~ on the date such Rapid Amortization ~~Event occurs~~Period commences, all undrawn portions of the Commitments ~~with respect to all undrawn Commitment Amounts~~ shall automatically ~~terminate, which termination shall~~ be ~~deemed~~ reduced to ~~have~~ zero for so long as such Rapid Amortization Period has occurred ~~immediately following the making of Advances pursuant to clause (B) below~~and is continuing, and the corresponding portions of the Series ~~2021~~2023-1 2 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis); (B) no later than the second Business Day after the occurrence of such Rapid Amortization Event, the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings (to the extent not repaid pursuant to Section 2.08(a) or Section 4.03(b)) shall be repaid in full with proceeds of Advances (and the Master Issuer shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made) and the Swingline Commitment and the L/C Commitment shall be automatically reduced to zero and by such amount of Unreimbursed L/C Drawings, respectively; and (C) each payment of principal (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections 4.02(b), 4.03(a), 4.03(b) and 9.18(c)(ii)) on the Series 2021-1 Class A-1 Outstanding Principal Amount occurring on or after the date of such Rapid Amortization Event (excluding the repayment of any outstanding Swingline Loans and Unreimbursed L/C Drawings with proceeds of Advances pursuant to clause (B) above) shall result automatically in a dollar-for-dollar reduction of the Series 2021-1 Class A-1 Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis; provided that if such Rapid Amortization ~~Event shall cease to be~~ Period is no longer in ~~effect pursuant to Section 9.1(e) of~~ effect, the ~~Base Indenture, then the Commitments, Swingline Commitment, L/C Commitment, Series 2021-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall~~ Commitments may be restored to with the ~~amounts in effect immediately~~ prior ~~to the occurrence~~ written consent of ~~such Rapid Amortization Event~~each Investor; (iii) [Reserved]; (iv) if payments in connection with Indemnification, Asset Disposition and Insurance/Condemnation Payment Amounts are allocated to and deposited in the Series 2021-1 Class A-1 Distribution Account in accordance with Section 3.6(j) of the Series 2021-1 Supplement at a time when either (i) no Senior Notes other than Series 2021-1 Class A-1 Notes are Outstanding or (ii) if a Series 2021-1 Class A-1 Notes Amortization Period is continuing, then (x) the aggregate Commitment Amount shall be automatically and permanently reduced on the date of such deposit by an amount (the “Series 2021-1 Class A-1 Allocated Payment Reduction Amount”) equal to the amount of such deposit, and each Committed Note Purchaser’s Commitment Amount shall be reduced on a pro rata basis of such Series 2021-1 Class A-1 Allocated Payment Reduction Amount based on each Committed Note Purchaser’s Commitment Amount, (y) the corresponding portions of the Series 2021-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced on a pro rata basis based on each Investor Group’s Maximum Investor Group Principal Amount by a corresponding amount on such date (and, if after giving effect to such reduction the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment, then the aggregate amount of the Swingline Commitment and the L/C Commitment shall be reduced by the amount of such difference, with such reduction to be allocated between them in accordance with the written instructions of the Master Issuer delivered prior to such date; provided that after giving effect thereto the aggregate amount of the Swingline Loans and the L/C Obligations do not exceed the Swingline Commitment and the L/C Commitment, respectively, as so reduced; provided, further, that in the absence of such instructions, such reduction shall be allocated first to the Swingline Commitment and then to the L/C Commitment) and (z) the Series 2021-1 Class A-1 Outstanding Principal Amount shall be repaid or prepaid (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections 4.02(b), 4.03(a), 4.03(b) and 9.18(c)(ii)) in an aggregate amount equal to such Series 2021-1 Class A-1 Allocated Payment Reduction Amount on the date and in the order required by Section 3.6(j) of the Series 2021-1 Supplement; and (v) if any Event of Default shall occur and be continuing (and shall not have been waived in accordance with the ~~Base~~ Indenture~~) and as a result the payment of~~ ), the Series ~~2021~~2023-1 2 Class A-1 Notes is accelerated pursuant to the terms of the Base Indenture (and such acceleration shall not have been rescinded in accordance with the Base Indenture), then in addition to the consequences set forth in clause (ii) above in respect of the Rapid Amortization Event resulting from such Event of Default, the Series 2021-1 Class A-1 Maximum Principal Amount, the Commitment Amounts, ~~the Swingline Commitment, the L/C Commitment~~ and the Maximum Investor Group Principal Amounts shall all be automatically and permanently reduced to zero ~~upon~~ for so long as such ~~acceleration~~ Event of Default has occurred and is continuing, and the ~~Master~~ Issuer shall (in accordance with the ~~Series 2021-1 Supplement~~Indenture) cause the Series ~~2021~~2023-1 2 Class A-1 Outstanding Principal Amount to be paid in full ~~(which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections 4.02(b), 4.03(a), 4.03(b) and 9.18(c)(ii)),~~ together with accrued interest, accrued Series ~~2021~~2023-1 2 Class A-1 ~~Quarterly~~ Undrawn Commitment Fees, Series ~~2021~~2023-1 2 Class A-1 Notes Other Amounts and all other amounts then due and payable to the ~~Lender Parties~~Investors, the Series 2023-2 Class A-1 Administrative Agent and the Funding Agents under this Agreement and the other ~~Related Documents and any unreimbursed Advances and Manager Advances (~~Transaction Documents, in each ~~case, with interest thereon at the Advance Interest Rate)~~ case subject to and in accordance with the provisions of the Indenture, including the Priority of Payments; provided that if such Event of Default is no longer in effect, the Commitments may be restored with the prior written consent of each Investor; and (iv) if the Issuer effects a Voluntary Decrease pursuant to and in accordance with Section 2.02(d), such Voluntary Decrease shall result automatically and permanently in a dollar-for-dollar reduction of the Series 2023-2 Class A-1 Notes Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis;. (v) If the Issuer has not drawn at least $100 million in Advances in the aggregate on or prior to March 31, 2025, the undrawn portions of the Commitments shall automatically and permanently be reduced to $400 million and the corresponding portions of the Series 2023-2 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced to corresponding amounts (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis); (vi) If the Issuer has not drawn at least $150 million in Advances in the aggregate on or prior to June 30, 2025, the undrawn portions of the Commitments shall automatically and permanently be reduced to $300 million and the corresponding portions of the Series 2023-2 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced to corresponding amounts (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis); (vii) If the Issuer has not drawn at least $150 million in Advances in the aggregate on or prior to September 30, 2025, the undrawn portions of the Commitments shall automatically and permanently be reduced to $250 million and the corresponding portions of the Series 2023-2 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced to corresponding amounts (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis); and (viii) If both (a) the Issuer issues an additional Series of Class A-2 Notes and (b) on the related Closing Date for such Class A-2 Notes, (1) the aggregate amount of Advances drawn on or prior to such date divided by (2) the Series 2023-2 Class A-1 Notes Maximum Principal Amount, is less than 50%, then the undrawn portions of the Commitments shall automatically and permanently be reduced by the lesser of (x) the initial principal amount of such new Series of Class A-2 Notes and (y) the amount required to reduce the undrawn portion of the Commitments to $250 million, and the corresponding portions of the Series 2023-2 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced to corresponding amounts (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis). (c) For the avoidance of doubt, after any reduction in the Series 2023-2 Class A-1 Notes Maximum Principal Amount and a corresponding reduction in each Commitment Amount and Maximum Investor Group Principal Amount pursuant to Section 2.05(a) or 2.05(b), the Issuer shall still have the right to subsequently increase the Commitment Amounts in accordance with Section 2.06 if the Commitment Termination Date has not occurred (or is deemed not to have occurred, pursuant to clause (iii) of the definition thereof); provided that any such increase in the Commitment Amounts shall not cause the aggregate Commitment Increase Amounts from the Amendment No. 1 Effective Date through the relevant Commitment Increase Amount date to exceed the Series 2023-2 Class A-1 Notes Maximum Commitment Amount.

Appears in 1 contract

Samples: Class a 1 Note Purchase Agreement (Frontier Communications Parent, Inc.)

Reduction in Commitments. (a) The ~~Master~~ Issuer may, upon at least three (3) Business Days’ notice to the Administrative Agent (who shall promptly notify the Trustee, the Control Party, each Funding Agent and each Investor), effect a permanent reduction in the Series ~~2021~~2020-1 Class A-1 Notes Maximum Principal Amount and a corresponding reduction in each Commitment Amount and Maximum Investor Group Principal Amount on a pro rata basis; provided that (i) any such reduction will be limited to the undrawn portion of the Commitments, although any such reduction may be combined with a Voluntary Decrease effected pursuant to and in accordance with Section 2.2(b) of the Series ~~2021~~2020-1 Supplement, (ii) any such reduction must be in a minimum amount of $~~1,000,000~~1,000,000 unless reduced to zero, (iii) after giving effect to such reduction, the Series ~~2021~~2020-1 Class A-1 Notes Maximum Principal Amount equals or exceeds $5,000,000, unless reduced to zero, and (iv) no such reduction shall be permitted if, after giving effect thereto, (x) the aggregate Commitment Amounts would be less than the Series ~~2021~~2020-1 Class A-1 Outstanding Principal Amount (excluding any Undrawn L/C Face Amounts with respect to which cash collateral is held by the L/C Provider pursuant to Section 4.03(b)) or (y) the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment. Any reduction made pursuant to this Section 2.05(a) shall be made ratably among the Investor Groups on the basis of their respective Maximum Investor Group Principal Amounts. (b) If any of the following events shall occur, then the Commitment Amounts shall be automatically and permanently reduced on the dates and in the amounts set forth below with respect to the applicable event and the other consequences set forth below with respect to the applicable event shall ensue (and the ~~Master~~ Issuer shall give the Trustee, the Control Party, each Funding Agent and the Administrative Agent prompt written notice thereof): (i) ~~(A)~~ if the Outstanding Principal Amount of the Series ~~2021~~2020-1 Class A-1 Notes has not been paid in full or otherwise refinanced in full (which refinancing may also include an extension thereof) by the Business Day immediately preceding the Series ~~2021~~2020-1 Class A-1 ~~Anticipated Repayment~~ Notes Renewal Date, (A) on such Business Day, (x) the principal amount of all ~~then-~~then- outstanding Swingline Loans and Unreimbursed L/C Drawings shall be repaid in full with proceeds of Advances made on such date (and the ~~Master~~ Issuer shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made), and (y) the Swingline Commitment and the L/C Commitment shall both be automatically and permanently reduced to ~~zero;~~ zero and (B) ~~upon a Series 2021-1 Class A-1 Notes Amortization Event,~~ (x) all undrawn portions of the Commitments ~~with respect to all undrawn Commitment Amounts~~ shall automatically and permanently terminate and the corresponding portions of the Series ~~2021~~2020-1 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis) and (y) each payment of principal on the Series ~~2021~~2020-1 Class A-1 Outstanding Principal Amount occurring on or following such ~~Series 2021-1 Class A-1 Notes Amortization Event~~ Business Day shall result automatically and permanently in a dollar-for-dollar reduction of the Series ~~2021~~2020-1 Class A-1 Notes Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis; (ii) if a Rapid Amortization Event (other than a Rapid Amortization Event triggered by an Event of Default) occurs and is continuing (and shall not have been waived as provided in the Base Indenture) prior to the Series ~~2021~~2020-1 Class A-1 ~~Anticipated Repayment~~ Notes Renewal Date, then (A) on the date such Rapid Amortization Event occurs, (x) all undrawn portions of the Commitments ~~with respect to all undrawn Commitment Amounts~~ shall automatically and permanently terminate, which termination shall be deemed to have occurred immediately following the making of Advances pursuant to clause (B) below, and the corresponding portions of the Series ~~2021~~2020-1 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis); , (B) no later than the second Business Day after the occurrence of such Rapid Amortization Event, the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings ~~(to the extent not repaid pursuant to Section 2.08(a) or Section 4.03(b))~~ shall be repaid in full with proceeds of Advances (and the ~~Master~~ Issuer shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made) and the Swingline Commitment shall be automatically reduced to zero and the L/C Commitment shall be automatically reduced ~~to zero~~ by the unused portion thereof and by such amount of Unreimbursed L/C ~~Drawings, respectively~~Drawings repaid by such Advances; and (C) each payment of principal (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections ~~4.02(b)~~4.02, 4.03(a), 4.03(b) and 9.18(c)(ii)) on the Series ~~2021~~2020-1 Class A-1 Outstanding Principal Amount occurring on or after the date of such Rapid Amortization Event (excluding the repayment of any outstanding Swingline Loans and Unreimbursed L/C Drawings with proceeds of Advances pursuant to clause (B) above) shall result automatically and permanently in a ~~dollar-~~dollar- for-dollar reduction of the Series ~~2021~~2020-1 Class A-1 Notes Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis; provided ~~that~~ that, in each case, if ~~such~~ any Rapid Amortization Event occurring solely under (1) clause (a) of the definition thereof shall cease to be in effect ~~pursuant to Section 9.1(e~~as a result of being waived in accordance with the Base Indenture or (2) clause (d) of the definition thereof shall cease to be in effect as a result of being cured or waived in accordance with terms of such clause (d) set forth in the Base Indenture, then the Commitments, Swingline Commitment, L/C Commitment, Series ~~2021~~2020-1 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be restored to the amounts in effect immediately prior to the occurrence of such Rapid Amortization Event; (iii) [~~Reserved~~Intentionally omitted]; (iv) if payments in connection with ~~Indemnification~~Indemnification Amounts, Asset Disposition ~~and~~ Proceeds and/or Insurance/Condemnation ~~Payment Amounts~~ Proceeds are allocated to and deposited in the Series ~~2021~~2020-1 Class A-1 Distribution Account in accordance with Section 3.6(j) of the Series ~~2021~~2020-1 Supplement at a time when either (i) no Senior Notes other than Series ~~2021~~2020-1 Class A-1 Notes are Outstanding or (ii) if a the Outstanding Principal Amount of the Series ~~2021~~2020-1 Class A-1 Notes ~~Amortization Period~~ has not been paid in full or otherwise refinanced in full (which refinancing may also include an extension thereof) by the Class A-1 Notes Renewal Date and such event is continuing, then (x) the aggregate Commitment Amount shall be automatically and permanently reduced on the date of such deposit by an amount (the “Series ~~2021~~2020-1 Class A-1 Allocated Payment Reduction Amount”) equal to the amount of such deposit, and each Committed Note Purchaser’s Commitment Amount shall be reduced on a pro rata basis of such Series ~~2021~~2020-1 Class A-1 Allocated Payment Reduction Amount based on each Committed Note Purchaser’s Commitment Amount, (y) the corresponding portions of the Series ~~2021~~2020-1 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced on a pro rata basis based on each Investor Group’s Maximum Investor Group Principal Amount by a corresponding amount on such date (and, if after giving effect to such reduction the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment, then the aggregate amount of the Swingline Commitment and the L/C Commitment shall be reduced by the amount of such difference, with such reduction to be allocated between them in accordance with the written instructions of the ~~Master~~ Issuer delivered prior to such date; provided that after giving effect thereto the aggregate amount of the Swingline Loans and the L/C Obligations do not exceed the Swingline Commitment and the L/C Commitment, respectively, as so reduced; ~~provided, further,~~ provided further that in the absence of such instructions, such reduction shall be allocated first to the Swingline Commitment and then to the L/C Commitment) and (z) the Series ~~2021~~2020-1 Class A-1 Outstanding Principal Amount shall be repaid or prepaid (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections ~~4.02(b)~~4.02, 4.03(a), 4.03(b) and 9.18(c)(ii)) in an aggregate amount equal to such Series ~~2021~~2020-1 Class A-1 Allocated Payment Reduction Amount on the date and in the order required by Section 3.6(j) of the Series ~~2021~~2020-1 Supplement; and (v) if any Event of Default shall occur and be continuing (and shall not have been waived in accordance with the Base Indenture) and as a result the payment of the Series ~~2021~~2020-1 Class A-1 Notes is accelerated pursuant to the terms of the Base Indenture (and such acceleration shall not have been rescinded in accordance with the Base Indenture), ~~then in addition to the consequences set forth in clause (ii) above in respect of the Rapid Amortization Event resulting from such Event of Default,~~ the Series ~~2021~~2020-1 Class A-1 Notes Maximum Principal Amount, the Commitment Amounts, the Swingline Commitment, the L/C Commitment and the Maximum Investor Group Principal Amounts shall all be automatically and permanently reduced to zero upon such acceleration and the ~~Master~~ Issuer shall (in accordance with the Series ~~2021~~2020-1 Supplement) cause the Series ~~2021~~2020-1 Class A-1 Outstanding Principal Amount to be paid in full (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections ~~4.02(b)~~4.02, 4.03(a), 4.03(b) and 9.18(c)(ii)), ) together with accrued interest, Series ~~2021-1 Class A-1 Quarterly Commitment Fees, Series 2021~~2020-1 Class A-1 Notes Quarterly Commitment Fees Amounts payable pursuant to the Series Supplement, Series 2020-1 Class A-1 Other Amounts and all other amounts then due and payable to the Lender Parties, the Administrative Agent and the Funding Agents under this Agreement and the other ~~Related~~ Transaction Documents and any unreimbursed ~~Advances~~ Debt Service Advance, Collateral Protection Advance and Manager ~~Advances~~ Advance (in each case, with interest thereon at the Advance Interest Rate) ), in each case subject to and in accordance with the provisions of the Base Indenture, including the Priority of Payments.

Appears in 1 contract

Samples: Class a 1 Note Purchase Agreement (Vale Merger Sub, Inc.)

Reduction in Commitments. (a) The Master Issuer may, upon three (3) Business Days’ notice to the Administrative Agent (who shall promptly notify the Trustee, the Control Party, each Funding Agent and each Investor), effect a permanent reduction in the Series ~~2021~~2018-1 Class A-1 Maximum Principal Amount and a corresponding reduction in each Commitment Amount and Maximum Investor Group Principal Amount on a pro rata basis; provided that (i) any such reduction will be limited to the undrawn portion of the Commitments, although any such reduction may be combined with a Voluntary Decrease effected pursuant to and in accordance with Section 2.2(b) of the Series ~~2021~~2018-1 Supplement, (ii) any such reduction must be in a minimum amount of $1,000,000, (iii) after giving effect to such reduction, the Series ~~2021~~2018-1 Class A-1 Maximum Principal Amount equals or exceeds $5,000,000, unless reduced to zero, and (iv) no such reduction shall be permitted if, after giving effect thereto, (x) the aggregate Commitment Amounts would be less than the Series ~~2021~~2018-1 Class A-1 Outstanding Principal Amount (excluding any Undrawn L/C Face Amounts with respect to which cash collateral is held by the L/C Provider pursuant to Section 4.03(b)) or (y) the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment. Any reduction made pursuant to this Section 2.05(a) shall be made ratably among the Investor Groups on the basis of their respective Maximum Investor Group Principal Amounts. (b) If any of the following events shall occur, then the Commitment Amounts shall be automatically reduced on the dates and in the amounts set forth below with respect to the applicable event and the other consequences set forth below with respect to the applicable event shall ensue (and the Master Issuer shall give the Trustee, the Control Party, each Funding Agent and the Administrative Agent prompt written notice thereof): (i) (A) if the Outstanding Principal Amount of the Series ~~2021~~2018-1 Class A-1 Notes has not been paid in full or otherwise refinanced in full (which refinancing may also include an extension thereof) by the Business Day immediately preceding the Series ~~2021~~2018-1 Class A-1 ~~Anticipated Repayment~~ Notes Renewal Date, on such Business Day, (x) the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings shall be repaid in full with proceeds of Advances made on such date (and the Master Issuer shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made), and (y) the Swingline Commitment and the L/C Commitment shall both be automatically and permanently reduced to zero; and (B) upon a Series ~~2021~~2018-1 Class A-1 Notes Amortization Event, (x) the Commitments with respect to all undrawn Commitment Amounts shall automatically and permanently terminate and the corresponding portions of the Series ~~2021~~2018-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis) and (y) each payment of principal on the Series ~~2021~~2018-1 Class A-1 Outstanding Principal Amount occurring following such Series ~~2021~~2018-1 Class A-1 Notes Amortization Event shall result automatically and permanently in a dollar-for-dollar reduction of the Series ~~2021~~2018-1 Class A-1 Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis; (ii) if a Rapid Amortization Event occurs prior to the Series ~~2021~~2018-1 Class A-1 ~~Anticipated Repayment~~ Notes Renewal Date, then (A) on the date such Rapid Amortization Event occurs, the Commitments with respect to all undrawn Commitment Amounts shall automatically terminate, which termination shall be deemed to have occurred immediately following the making of Advances pursuant to clause (B) below, and the corresponding portions of the Series ~~2021~~2018-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis); (B) no later than the second Business Day after the occurrence of such Rapid Amortization Event, the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings (to the extent not repaid pursuant to Section 2.08(a) or Section 4.03(b)) shall be repaid in full with proceeds of Advances (and the Master Issuer shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made) and the Swingline Commitment and the L/C Commitment shall be automatically reduced to zero and by such amount of Unreimbursed L/C Drawings, respectively; and (C) each payment of principal (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections 4.02(b), 4.03(a), 4.03(b) and 9.18(c)(ii)) on the Series ~~2021~~2018-1 Class A-1 Outstanding Principal Amount occurring on or after the date of such Rapid Amortization Event (excluding the repayment of any outstanding Swingline Loans and Unreimbursed L/C Drawings with proceeds of Advances pursuant to clause (B) above) shall result automatically in a dollar-for-dollar reduction of the Series ~~2021~~2018-1 Class A-1 Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis; provided that if such Rapid Amortization Event shall cease to be in effect pursuant to Section 9.1(e) of the Base Indenture, then the Commitments, Swingline Commitment, L/C Commitment, Series ~~2021~~2018-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be restored to the amounts in effect immediately prior to the occurrence of such Rapid Amortization Event; (iii) [Reserved]; (iv) if payments in connection with Indemnification, Asset Disposition and Insurance/Condemnation Payment Amounts are allocated to and deposited in the Series ~~2021~~2018-1 Class A-1 Distribution Account in accordance with Section 3.6(j) of the Series ~~2021~~2018-1 Supplement at a time when either (i) no Senior Notes other than Series ~~2021~~2018-1 Class A-1 Notes are Outstanding or (ii) if a Series ~~2021~~2018-1 Class A-1 Notes Amortization Period is continuing, then (x) the aggregate Commitment Amount shall be automatically and permanently reduced on the date of such deposit by an amount (the “Series ~~2021~~2018-1 Class A-1 Allocated Payment Reduction Amount”) equal to the amount of such deposit, and each Committed Note Purchaser’s Commitment Amount shall be reduced on a pro rata basis of such Series ~~2021~~2018-1 Class A-1 Allocated Payment Reduction Amount based on each Committed Note Purchaser’s Commitment Amount, (y) the corresponding portions of the Series ~~2021~~2018-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced on a pro rata basis based on each Investor Group’s Maximum Investor Group Principal Amount by a corresponding amount on such date (and, if after giving effect to such reduction the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment, then the aggregate amount of the Swingline Commitment and the L/C Commitment shall be reduced by the amount of such difference, with such reduction to be allocated between them in accordance with the written instructions of the Master Issuer delivered prior to such date; provided that after giving effect thereto the aggregate amount of the Swingline Loans and the L/C Obligations do not exceed the Swingline Commitment and the L/C Commitment, respectively, as so reduced; provided, further, that in the absence of such instructions, such reduction shall be allocated first to the Swingline Commitment and then to the L/C Commitment) and (z) the Series ~~2021~~2018-1 Class A-1 Outstanding Principal Amount shall be repaid or prepaid (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections 4.02(b), 4.03(a), 4.03(b) and 9.18(c)(ii)) in an aggregate amount equal to such Series ~~2021~~2018-1 Class A-1 Allocated Payment Reduction Amount on the date and in the order required by Section 3.6(j) of the Series ~~2021~~2018-1 Supplement; and (v) if any Event of Default shall occur and be continuing (and shall not have been waived in accordance with the Base Indenture) and as a result the payment of the Series ~~2021~~2018-1 Class A-1 Notes is accelerated pursuant to the terms of the Base Indenture (and such acceleration shall not have been rescinded in accordance with the Base Indenture), then in addition to the consequences set forth in clause (ii) above in respect of the Rapid Amortization Event resulting from such Event of Default, the Series ~~2021~~2018-1 Class A-1 Maximum Principal Amount, the Commitment Amounts, the Swingline Commitment, the L/C Commitment and the Maximum Investor Group Principal Amounts shall all be automatically and permanently reduced to zero upon such acceleration and the Master Issuer shall (in accordance with the Series ~~2021~~2018-1 Supplement) cause the Series ~~2021~~2018-1 Class A-1 Outstanding Principal Amount to be paid in full (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections 4.02(b), 4.03(a), 4.03(b) and 9.18(c)(ii)), together with accrued interest, Series ~~2021~~2018-1 Class A-1 Quarterly Commitment Fees, Series ~~2021~~2018-1 Class A-1 Notes Other Amounts and all other amounts then due and payable to the Lender Parties, the Administrative Agent and the Funding Agents under this Agreement and the other Related Documents and any unreimbursed Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate) subject to and in accordance with the Priority of Payments.

Appears in 1 contract

Samples: Class a 1 Note Purchase Agreement (Wendy's Co)

Reduction in Commitments. (a) The ~~Master~~ Issuer may, upon at least three (3) Business Days’ notice to the Administrative Agent (who shall promptly notify the Trustee, the Control Party, each Funding Agent and each Investor), effect a permanent reduction in the Series ~~2021~~2019-1 3 Class A-1 Notes Maximum Principal Amount and a corresponding reduction in each Commitment Amount and Maximum Investor Group Principal Amount on a pro rata basis; provided that (i) any such reduction will be limited to the undrawn portion of the Commitments, although any such reduction may be combined with a Voluntary Decrease effected pursuant to and in accordance with Section 2.2(b) of the Series ~~2021~~2019-1 3 Supplement, (ii) any such reduction must be in a minimum amount of $1,000,000, (iii) after giving effect to such reduction, the Series ~~2021~~2019-1 3 Class A-1 Notes Maximum Principal Amount equals or exceeds $5,000,000, unless reduced to zero, and (iv) no such reduction shall be permitted if, after giving effect thereto, (x) the aggregate Commitment Amounts would be less than the Series ~~2021~~2019-1 3 Class A-1 Outstanding Principal Amount (excluding any Undrawn L/C Face Amounts with respect to which cash collateral is held by the L/C Provider pursuant to Section 4.03(b)) or (y) the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment. Any reduction made pursuant to this Section 2.05(a) shall be made ratably among the Investor Groups on the basis of their respective Maximum Investor Group Principal Amounts. (b) If any of the following events shall occur, then the Commitment Amounts shall be automatically and permanently reduced on the dates and in the amounts set forth below with respect to the applicable event and the other consequences set forth below with respect to the applicable event shall ensue (and the ~~Master~~ Issuer shall give the Trustee, the Control Party, each Funding Agent and the Administrative Agent prompt written notice thereof): (i) ~~(A)~~ if the Outstanding Principal Amount of the Series ~~2021~~2019-1 3 Class A-1 Notes has not been paid in full or otherwise refinanced in full (which refinancing may also include an extension thereof) by the Business Day immediately preceding the ~~Series 2021-1~~ Class A-1 ~~Anticipated Repayment~~ Notes Renewal Date, (A) on such Business Day, (x) the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings shall be repaid in full with proceeds of Advances made on such date (and the ~~Master~~ Issuer shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made), and (y) the Swingline Commitment and the L/C Commitment shall both be automatically and permanently reduced to ~~zero;~~ zero and (B) ~~upon a Series 2021-1 Class A-1 Notes Amortization Event,~~ (x) all undrawn portions of the Commitments ~~with respect to all undrawn Commitment Amounts~~ shall automatically and permanently terminate and the corresponding portions of the Series ~~2021~~2019-1 3 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis) and (y) each payment of principal on the Series ~~2021~~2019-1 3 Class A-1 Outstanding Principal Amount occurring on or following such ~~Series 2021-1 Class A-1 Notes Amortization Event~~ Business Day shall result automatically and permanently in a dollar-for-dollar reduction of the Series ~~2021~~2019-1 3 Class A-1 Notes Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis; (ii) if a Rapid Amortization Event occurs and is continuing (and shall not have been waived as provided in the Base Indenture) prior to the ~~Series 2021-1~~ Class A-1 ~~Anticipated Repayment~~ Notes Renewal Date, then (A) on the date such Rapid Amortization Event occurs, all undrawn portions of the Commitments ~~with respect to all undrawn Commitment Amounts~~ shall automatically and permanently terminate, which termination shall be deemed to have occurred immediately following the making of Advances pursuant to clause (B) below, and the corresponding portions of the Series ~~2021~~2019-1 3 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis); , (B) no later than the second Business Day after the occurrence of such Rapid Amortization Event, the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings ~~(to the extent not repaid pursuant to Section 2.08(a) or Section 4.03(b))~~ shall be repaid in full with proceeds of Advances (and the ~~Master~~ Issuer shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made) and the Swingline Commitment shall be automatically reduced to zero and the L/C Commitment shall be automatically reduced ~~to zero~~ by the unused portion thereof and by such amount of Unreimbursed L/C ~~Drawings, respectively~~Drawings repaid by such Advances; and (C) each payment of principal (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections ~~4.02(b)~~4.02, 4.03(a), 4.03(b) and 9.18(c)(ii)) on the Series ~~2021~~2019-1 3 Class A-1 Outstanding Principal Amount occurring on or after the date of such Rapid Amortization Event (excluding the repayment of any outstanding Swingline Loans and Unreimbursed L/C Drawings with proceeds of Advances pursuant to clause (B) above) shall result automatically and permanently in a dollar-for-dollar reduction of the Series ~~2021~~2019-1 3 Class A-1 Notes Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis; provided ~~that~~ that, in each case, if ~~such~~ any Rapid Amortization Event occurring solely under clause (a) of the definition thereof shall cease to be in effect ~~pursuant to Section 9.1(e)~~ as a result of being waived in accordance with the Base ~~Indenture,~~ Indenture then the Commitments, Swingline Commitment, L/C Commitment, Series ~~2021~~2019-1 3 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be restored to the amounts in effect immediately prior to the occurrence of such Rapid Amortization Event; (iii) [~~Reserved~~Intentionally omitted]; (iv) if payments in connection with ~~Indemnification~~Indemnification Amounts, Release Prices, Asset Disposition ~~and~~ Proceeds or Insurance/Condemnation ~~Payment Amounts~~ Proceeds are allocated to and deposited in the Series ~~2021~~2019-1 3 Class A-1 Distribution Account in accordance with Section 3.6(j) of the Series ~~2021~~2019-1 3 Supplement at a time when either (i) no Senior Notes other than Series ~~2021~~2019-1 3 Class A-1 Notes are Outstanding or (ii) if a the Outstanding Principal Amount of the Series ~~2021~~2019-1 3 Class A-1 Notes ~~Amortization Period~~ has not been paid in full or otherwise refinanced in full (which refinancing may also include an extension thereof) by the Class A-1 Notes Renewal Date and such event is continuing, then (x) the aggregate Commitment Amount shall be automatically and permanently reduced on the date of such deposit by an amount (the “Series ~~2021~~2019-1 3 Class A-1 Allocated Payment Reduction Amount”) equal to the amount of such deposit, and each Committed Note Purchaser’s Commitment Amount shall be reduced on a pro rata basis of such Series ~~2021~~2019-1 3 Class A-1 Allocated Payment Reduction Amount based on each Committed Note Purchaser’s Commitment Amount, (y) the corresponding portions of the Series ~~2021~~2019-1 3 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced on a pro rata basis based on each Investor Group’s Maximum Investor Group Principal Amount by a corresponding amount on such date (and, if after giving effect to such reduction the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment, then the aggregate amount of the Swingline Commitment and the L/C Commitment shall be reduced by the amount of such difference, with such reduction to be allocated between them in accordance with the written instructions of the ~~Master~~ Issuer delivered prior to such date; provided that after giving effect thereto the aggregate amount of the Swingline Loans and the L/C Obligations do not exceed the Swingline Commitment and the L/C Commitment, respectively, as so reduced; ~~provided, further,~~ provided further that in the absence of such instructions, such reduction shall be allocated first to the Swingline Commitment and then to the L/C Commitment) and (z) the Series ~~2021~~2019-1 3 Class A-1 Outstanding Principal Amount shall be repaid or prepaid (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections ~~4.02(b)~~4.02, 4.03(a), 4.03(b) and 9.18(c)(ii)) in an aggregate amount equal to such Series ~~2021~~2019-1 3 Class A-1 Allocated Payment Reduction Amount on the date and in the order required by Section 3.6(j) of the Series ~~2021~~2019-1 3 Supplement; and (v) if any Event of Default shall occur and be continuing (and shall not have been waived in accordance with the Base Indenture) and as a result the payment of the Series ~~2021~~2019-1 3 Class A-1 Notes is accelerated pursuant to the terms of the Base Indenture (and such acceleration shall not have been rescinded in accordance with the Base Indenture), then in addition to the consequences set forth in clause (ii) above in respect of the Rapid Amortization Event resulting from such Event of Default, the Series ~~2021~~2019-1 3 Class A-1 Notes Maximum Principal Amount, the Commitment Amounts~~, the Swingline Commitment~~, the L/C Commitment and the Maximum Investor Group Principal Amounts shall all be automatically and permanently reduced to zero upon such acceleration and the ~~Master~~ Issuer shall (in accordance with the Series ~~2021~~2019-1 3 Supplement) cause the Series ~~2021~~2019-1 3 Class A-1 Outstanding Principal Amount to be paid in full (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections ~~4.02(b)~~4.02, 4.03(a), 4.03(b) and 9.18(c)(ii)), ) together with accrued interest, Series ~~2021~~2019-1 3 Class A-1 ~~Quarterly~~ Commitment ~~Fees~~Fees Amounts payable pursuant to the Series 2019-3 Supplement, ~~Series 2021-1~~ amounts payable as “Class A-1 Notes Other ~~Amounts~~ Amounts” pursuant to the Series 2019-3 Supplement (“Series 2019-3 Class A-1 Notes Other Amounts”) and all other amounts then due and payable to the Lender Parties, the Administrative Agent and the Funding Agents under this Agreement and the other ~~Related~~ Transaction Documents and any unreimbursed ~~Advances~~ Debt Service Advance, Collateral Protection Advance and Manager ~~Advances~~ Advance (in each case, with interest thereon at the Advance Interest Rate) subject to and in accordance with the Priority of Payments.

Appears in 1 contract

Samples: Class a 1 Note Purchase Agreement (Driven Brands Holdings Inc.)

Common use of Reduction in Commitments Clause in Contracts