Roll Effective Date. (a) With effect on the Roll Effective Date, each Lender that has given a Roll Consent (each a “Rolling Lender”) and has, as of the Sixth Amendment Record Date: (i) an A Facility Commitment shall acquire an A2 Facility Commitment in the amount of such A Facility Commitment and concurrently therewith: (A) such Lender’s participation in any Outstandings under the A Facility shall be treated as being outstanding under the A2 Facility and no longer outstanding under the A Facility; (B) such Lender’s A Facility Commitment shall be reduced to zero; and (C) no further Utilisations of the A2 Facility may be made under this Agreement; (ii) an A1 Facility Commitment shall acquire an A3 Facility Commitment in the amount of such A1 Facility Commitment and concurrently therewith: (A) such Lender’s participation in any Outstandings under the A1 Facility shall be treated as being outstanding under the A3 Facility and no longer outstanding under the A1 Facility; (B) such Lender’s A1 Facility Commitment shall be reduced to zero; and (C) no further Utilisations of the A3 Facility may be made under this Agreement; (iii) a B1 Facility Commitment shall acquire a B7 Facility Commitment in the amount of such B1 Facility Commitment and concurrently therewith: (A) such Lender’s participation in any Outstandings under the B1 Facility shall be treated as being outstanding under the B7 Facility and no longer outstanding under the B1 Facility; (B) such Lender’s B1 Facility Commitment shall be reduced to zero; and (C) no further Utilisations of the B7 Facility may be made under this Agreement; (iv) a B2 Facility Commitment shall acquire a B8 Facility Commitment in the amount of such B2 Facility Commitment and concurrently therewith: (A) such Lender’s participation in any Outstandings under the B2 Facility shall be treated as being outstanding under the B8 Facility and no longer outstanding under the B2 Facility; (B) such Lender’s B2 Facility Commitment shall be reduced to zero; and (C) no further Utilisations of the B8 Facility may be made under this Agreement; (v) a B3 Facility Commitment shall acquire a B9 Facility Commitment in the amount of such B3 Facility Commitment and concurrently therewith: (A) such Lender’s participation in any Outstandings under the B3 Facility shall be treated as being outstanding under the B9 Facility and no longer outstanding under the B3 Facility; (B) such Lender’s B3 Facility Commitment shall be reduced to zero; and (C) no further Utilisations of the B9 Facility may be made under this Agreement; (vi) a B4 Facility Commitment shall acquire a B10 Facility Commitment in the amount of such B4 Facility Commitment and concurrently therewith: (A) such Lender’s participation in any Outstandings under the B4 Facility shall be treated as being outstanding under the B10 Facility and no longer outstanding under the B4 Facility; (B) such Lender’s B4 Facility Commitment shall be reduced to zero; and (C) no further Utilisations of the B10 Facility may be made under this Agreement; (vii) a B5 Facility Commitment shall acquire a B11 Facility Commitment in the amount of such B5 Facility Commitment and concurrently therewith: (A) such Lender’s participation in any Outstandings under the B5 Facility shall be treated as being outstanding under the B11 Facility and no longer outstanding under the B5 Facility; (B) such Lender’s B5 Facility Commitment shall be reduced to zero; and (C) no further Utilisations of the B11 Facility may be made under this Agreement; (viii) a B6 Facility Commitment shall acquire a B12 Facility Commitment in the amount of such B6 Facility Commitment and concurrently therewith: (A) such Lender’s participation in any Outstandings under the B6 Facility shall be treated as being outstanding under the B12 Facility and no longer outstanding under the B6 Facility; (B) such Lender’s B6 Facility Commitment shall be reduced to zero; and (C) no further Utilisations of the B12 Facility may be made under this Agreement; (ix) a Revolving Facility Commitment shall acquire a Secondary Revolving Facility Commitment in the amount of such Revolving Facility Commitment and concurrently therewith: (A) such Lender’s participation in any Outstandings under the Revolving Facility shall be treated as being outstanding under the Secondary Revolving Facility and no longer outstanding under the Revolving Facility; (B) such Lender’s Revolving Facility Commitment shall be reduced to zero; and (C) the Secondary Revolving Facility shall be available for further Utilisations on (and subject to) the terms and conditions provided in this Agreement. (b) If by operation of paragraph (a) above any participation of a Rolling Lender in Outstandings or any part of such Outstandings (in either case, the “Rolling Outstanding Amount”) under one Facility (the “First Facility”) becomes a participation of such Rolling Lender in Outstandings under another Facility (the “Second Facility”) on a day other than the last day of the Interest Period or (in the case of an RCF Facility Advance, Term) in relation to the Rolling Outstanding Amount under the First Facility (the “Current Interest Period”), notwithstanding any other provision of this Agreement: (i) the first Interest Period (or, in the case of an RCF Facility Advance, Term) for such Rolling Outstanding Amount under the Second Facility shall have a duration equal to the unexpired portion of the Current Interest Period; (ii) EURIBOR or LIBOR (as applicable to such Rolling Outstanding Amount) for purposes of determining the rate of interest payable under this Agreement on such Rolling Outstanding Amount for such first Interest Period shall be the rate thereof which would have applied if the Rolling Outstanding Amount had remained outstanding under the First Facility for the remainder of the Current Interest Period; and (iii) all interest and any other amounts accrued but unpaid under the Finance Documents on the Rolling Outstanding Amount on or before the Roll Effective Date under the First Facility, shall be due and payable on the last day of the Current Interest Period. (c) Notwithstanding any other term of this Agreement or the Finance Documents, no transfer of Outstandings from one Facility to another Facility under this Clause 2.3 shall be deemed a prepayment of any of the Facilities for purposes of Clause 11 (Voluntary Prepayment) or Clause 12 (Mandatory Prepayment).
Appears in 3 contracts
Samples: Senior Facilities Agreement (Virgin Media Inc.), Senior Facilities Agreement (Virgin Media Inc.), Senior Facilities Agreement (Virgin Media Inc.)
Roll Effective Date. (a) With effect on the Roll Effective Date, each Lender that has given a Roll Consent (each a “Rolling Lender”) and has, as of the Sixth Second Amendment Record Date:
(i) an A Facility Commitment shall acquire an A1 Facility Commitment or an A2 Facility Commitment Commitment, as applicable, in the amount of such A Facility Commitment and concurrently therewith:
(A) such Lender’s participation in any Outstandings under the A Facility shall be treated as being outstanding under the A1 Facility or the A2 Facility Facility, as applicable, and no longer outstanding under the A Facility;
(B) such Lender’s A Facility Commitment shall be reduced to zero; and
(C) no further Utilisations of the A1 Facility or the A2 Facility may be made under this Agreement;
(ii) an A1 a B Facility Commitment shall acquire an A3 a B1 Facility Commitment in the amount of such A1 B Facility Commitment and concurrently therewith:
(A) such Lender’s participation in any Outstandings under the A1 B Facility shall be treated as being outstanding under the A3 B1 Facility and no longer outstanding under the A1 B Facility;
(B) such Lender’s A1 B Facility Commitment shall be reduced to zero; and
(C) no further Utilisations of the A3 B1 Facility may be made under this Agreement;
(iii) a B1 Facility Commitment shall acquire a B7 Facility Commitment in the amount of such B1 Facility Commitment and concurrently therewith:
(A) such Lender’s participation in any Outstandings under the B1 Facility shall be treated as being outstanding under the B7 Facility and no longer outstanding under the B1 Facility;
(B) such Lender’s B1 Facility Commitment shall be reduced to zero; and
(C) no further Utilisations of the B7 Facility may be made under this Agreement;
(iv) a B2 Facility Commitment shall acquire a B8 Facility Commitment in the amount of such B2 Facility Commitment and concurrently therewith:
(A) such Lender’s participation in any Outstandings under the B2 Facility shall be treated as being outstanding under the B8 Facility and no longer outstanding under the B2 Facility;
(B) such Lender’s B2 Facility Commitment shall be reduced to zero; and
(C) no further Utilisations of the B8 Facility may be made under this Agreement;
(v) a B3 Facility Commitment shall acquire a B9 Facility Commitment in the amount of such B3 Facility Commitment and concurrently therewith:
(A) such Lender’s participation in any Outstandings under the B3 Facility shall be treated as being outstanding under the B9 Facility and no longer outstanding under the B3 Facility;
(B) such Lender’s B3 Facility Commitment shall be reduced to zero; and
(C) no further Utilisations of the B9 Facility may be made under this Agreement;
(vi) a B4 Facility Commitment shall acquire a B10 Facility Commitment in the amount of such B4 Facility Commitment and concurrently therewith:
(A) such Lender’s participation in any Outstandings under the B4 Facility shall be treated as being outstanding under the B10 Facility and no longer outstanding under the B4 Facility;
(B) such Lender’s B4 Facility Commitment shall be reduced to zero; and
(C) no further Utilisations of the B10 Facility may be made under this Agreement;
(vii) a B5 Facility Commitment shall acquire a B11 Facility Commitment in the amount of such B5 Facility Commitment and concurrently therewith:
(A) such Lender’s participation in any Outstandings under the B5 Facility shall be treated as being outstanding under the B11 Facility and no longer outstanding under the B5 Facility;
(B) such Lender’s B5 Facility Commitment shall be reduced to zero; and
(C) no further Utilisations of the B11 Facility may be made under this Agreement;
(viii) a B6 Facility Commitment shall acquire a B12 Facility Commitment in the amount of such B6 Facility Commitment and concurrently therewith:
(A) such Lender’s participation in any Outstandings under the B6 Facility shall be treated as being outstanding under the B12 Facility and no longer outstanding under the B6 Facility;
(B) such Lender’s B6 Facility Commitment shall be reduced to zero; and
(C) no further Utilisations of the B12 Facility may be made under this Agreement;
(ix) a Revolving Facility Commitment shall acquire a Secondary Revolving Facility Commitment in the amount of such Revolving Facility Commitment and concurrently therewith:
(A) such Lender’s participation in any Outstandings under the Revolving Facility shall be treated as being outstanding under the Secondary Revolving Facility and no longer outstanding under the Revolving Facility;
(B) such Lender’s Revolving Facility Commitment shall be reduced to zero; and
(C) the Secondary Revolving Facility shall be available for further Utilisations on (and subject to) the terms and conditions provided in this Agreement.
(b) If by operation of paragraph (a) above any participation of a Rolling Lender in Outstandings or any part of such Outstandings (in either case, the “Rolling Outstanding Amount”) under one Facility (the “First Facility”) becomes a participation of such Rolling Lender in Outstandings under another Facility (the “Second Facility”) on a day other than the last day of the Interest Period or (in the case of an RCF Facility Advance, Term) in relation to the Rolling Outstanding Amount under the First Facility (the “Current Interest Period”), notwithstanding any other provision of this Agreement:
(i) the first Interest Period (or, in the case of an RCF Facility Advance, Term) for such Rolling Outstanding Amount under the Second Facility shall have a duration equal to the unexpired portion of the Current Interest Period;
(ii) EURIBOR or LIBOR (as applicable to such Rolling Outstanding Amount) for purposes of determining the rate of interest payable under this Agreement on such Rolling Outstanding Amount for such first Interest Period shall be the rate thereof which would have applied if the Rolling Outstanding Amount had remained outstanding under the First Facility for the remainder of the Current Interest Period; and
(iii) all interest and any other amounts accrued but unpaid under the Relevant Finance Documents on the Rolling Outstanding Amount on or before the Roll Effective Date under the First Facility, shall be due and payable on the last day of the Current Interest Period.
(c) Notwithstanding any other term of this Agreement or the Relevant Finance Documents, no transfer of Outstandings from one Facility to another Facility under this Clause 2.3 shall be deemed a prepayment of any of the Facilities for purposes of Clause 11 (Voluntary Prepayment) or Clause 12 (Mandatory Prepayment).
Appears in 3 contracts
Samples: Senior Facilities Agreement (VMWH LTD), Senior Facilities Agreement (Virgin Media Inc.), Senior Facilities Agreement (Virgin Media Inc.)
Roll Effective Date. (a) With effect on the Roll Effective Date, each Lender that has given a Roll Consent (each a “Rolling Lender”) and has, as of the Sixth Amendment Record Date:
(i) an A Facility Commitment shall acquire an A2 Facility Commitment in the amount of such A Facility Commitment and concurrently therewith:
(A) such Lender’s Lenders participation in any Outstandings under the A Facility shall be treated as being outstanding under the A2 Facility and no longer outstanding under the A Facility;
(B) such Lender’s Lenders A Facility Commitment shall be reduced to zero; and
(C) no further Utilisations of the A2 Facility may be made under this Agreement;
(ii) an A1 Facility Commitment shall acquire an A3 Facility Commitment in the amount of such A1 Facility Commitment and concurrently therewith:
(A) such Lender’s Lenders participation in any Outstandings under the A1 Facility shall be treated as being outstanding under the A3 Facility and no longer outstanding under the A1 Facility;
(B) such Lender’s Lenders A1 Facility Commitment shall be reduced to zero; and
(C) no further Utilisations of the A3 Facility may be made under this Agreement;
(iii) a B1 Facility Commitment shall acquire a B7 Facility Commitment in the amount of such B1 Facility Commitment and concurrently therewith:
(A) such Lender’s Lenders participation in any Outstandings under the B1 Facility shall be treated as being outstanding under the B7 Facility and no longer outstanding under the B1 Facility;
(B) such Lender’s Lenders B1 Facility Commitment shall be reduced to zero; and
(C) no further Utilisations of the B7 Facility may be made under this Agreement;
(iv) a B2 Facility Commitment shall acquire a B8 Facility Commitment in the amount of such B2 Facility Commitment and concurrently therewith:
(A) such Lender’s Lenders participation in any Outstandings under the B2 Facility shall be treated as being outstanding under the B8 Facility and no longer outstanding under the B2 Facility;
(B) such Lender’s Lenders B2 Facility Commitment shall be reduced to zero; and
(C) no further Utilisations of the B8 Facility may be made under this Agreement;
(v) a B3 Facility Commitment shall acquire a B9 Facility Commitment in the amount of such B3 Facility Commitment and concurrently therewith:
(A) such Lender’s Lenders participation in any Outstandings under the B3 Facility shall be treated as being outstanding under the B9 Facility and no longer outstanding under the B3 Facility;
(B) such Lender’s Lenders B3 Facility Commitment shall be reduced to zero; and
(C) no further Utilisations of the B9 Facility may be made under this Agreement;
(vi) a B4 Facility Commitment shall acquire a B10 Facility Commitment in the amount of such B4 Facility Commitment and concurrently therewith:
(A) such Lender’s Lenders participation in any Outstandings under the B4 Facility shall be treated as being outstanding under the B10 Facility and no longer outstanding under the B4 Facility;
(B) such Lender’s Lenders B4 Facility Commitment shall be reduced to zero; and
(C) no further Utilisations of the B10 Facility may be made under this Agreement;
(vii) a B5 Facility Commitment shall acquire a B11 Facility Commitment in the amount of such B5 Facility Commitment and concurrently therewith:
(A) such Lender’s Lenders participation in any Outstandings under the B5 Facility shall be treated as being outstanding under the B11 Facility and no longer outstanding under the B5 Facility;
(B) such Lender’s Lenders B5 Facility Commitment shall be reduced to zero; and
(C) no further Utilisations of the B11 Facility may be made under this Agreement;
(viii) a B6 Facility Commitment shall acquire a B12 Facility Commitment in the amount of such B6 Facility Commitment and concurrently therewith:
(A) such Lender’s Lenders participation in any Outstandings under the B6 Facility shall be treated as being outstanding under the B12 Facility and no longer outstanding under the B6 Facility;
(B) such Lender’s Lenders B6 Facility Commitment shall be reduced to zero; and
(C) no further Utilisations of the B12 Facility may be made under this Agreement;
(ix) a Revolving Facility Commitment shall acquire a Secondary Revolving Facility Commitment in the amount of such Revolving Facility Commitment and concurrently therewith:
(A) such Lender’s Lenders participation in any Outstandings under the Revolving Facility shall be treated as being outstanding under the Secondary Revolving Facility and no longer outstanding under the Revolving Facility;
(B) such Lender’s Lenders Revolving Facility Commitment shall be reduced to zero; and
(C) the Secondary Revolving Facility shall be available for further Utilisations on (and subject to) the terms and conditions provided in this Agreement.
(b) If by operation of paragraph (a) above any participation of a Rolling Lender in Outstandings or any part of such Outstandings (in either case, the “Rolling Outstanding Amount”) under one Facility (the “First Facility”) becomes a participation of such Rolling Lender in Outstandings under another Facility (the “Second Facility”) on a day other than the last day of the Interest Period or (in the case of an RCF Facility Advance, Term) in relation to the Rolling Outstanding Amount under the First Facility (the “Current Interest Period”), notwithstanding any other provision of this Agreement:
(i) the first Interest Period (or, in the case of an RCF Facility Advance, Term) for such Rolling Outstanding Amount under the Second Facility shall have a duration equal to the unexpired portion of the Current Interest Period;
(ii) EURIBOR or LIBOR (as applicable to such Rolling Outstanding Amount) for purposes of determining the rate of interest payable under this Agreement on such Rolling Outstanding Amount for such first Interest Period shall be the rate thereof which would have applied if the Rolling Outstanding Amount had remained outstanding under the First Facility for the remainder of the Current Interest Period; and
(iii) all interest and any other amounts accrued but unpaid under the Finance Documents on the Rolling Outstanding Amount on or before the Roll Effective Date under the First Facility, shall be due and payable on the last day of the Current Interest Period.
(c) Notwithstanding any other term of this Agreement or the Finance Documents, no transfer of Outstandings from one Facility to another Facility under this Clause 2.3 shall be deemed a prepayment of any of the Facilities for purposes of Clause 11 (Voluntary Prepayment) or Clause 12 (Mandatory Prepayment).
Appears in 1 contract