Common use of Termination or Reduction of Revolving Commitments Clause in Contracts

Termination or Reduction of Revolving Commitments. (a) Unless previously terminated, the Revolving Commitments will terminate on the Revolving Maturity Date. (b) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 Noon five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (A) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Outstanding Amount of Letters of Credit would exceed the Letter of Credit Sublimit, (C) the Outstanding Amount of Negotiated Rate Loans would exceed the Negotiated Rate Sublimit or (D) the Outstanding Amount of all Loans denominated in Alternative Currencies exceeds an amount equal to 105% of the Alternative Currency Sublimit. Each notice of termination shall specify such election to terminate and the effective date thereof. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. A notice delivered by the Borrower pursuant to this Section 2.07 may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Appears in 6 contracts

Sources: Credit Agreement (Healthpeak Properties, Inc.), Credit Agreement (Healthpeak Properties, Inc.), Credit Agreement (Healthpeak Properties, Inc.)

Termination or Reduction of Revolving Commitments. (a) Unless previously terminated, the Revolving Commitments will terminate on the Revolving Maturity Date. (b) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, A Commitments and Aggregate Revolving B Commitments of any Class or from time to time permanently reduce the Aggregate Revolving such Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 Noon 1:00 p.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. The Borrower shall not terminate or reduce the Aggregate Revolving A Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (A) the Total Revolving A Outstandings would exceed the Aggregate Revolving A Commitments. The Borrower shall not terminate or reduce the Aggregate Revolving B Commitments if, (B) after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Outstanding Amount of Letters of Credit the Revolving B Loans would exceed the Aggregate Revolving B Commitments. If, after giving effect to any reduction of the Aggregate Revolving A Commitments, the Letter of Credit Sublimit, (C) the Outstanding Amount of Negotiated Rate Loans would exceed the Negotiated Rate Sublimit or (D) the Outstanding Amount of all Loans denominated in Alternative Currencies Swing Line Sublimit exceeds an the amount equal to 105% of the Alternative Currency Sublimit. Each notice Aggregate Revolving A Commitments, such sublimit shall be automatically reduced by the amount of termination shall specify such election to terminate and the effective date thereofexcess. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving applicable Commitment of each Revolving Lender of the applicable Class according to its Applicable Percentage. All fees accrued with respect thereto until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. A notice delivered by the Borrower pursuant to this Section 2.07 may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Appears in 4 contracts

Sources: Credit Agreement (Lamb Weston Holdings, Inc.), Credit Agreement (Lamb Weston Holdings, Inc.), Credit Agreement (Lamb Weston Holdings, Inc.)

Termination or Reduction of Revolving Commitments. (a) Unless previously terminated, The Borrower shall have the right to terminate the Revolving Commitments will terminate on the Revolving Maturity Date. (b) The Borrower mayor, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently time, to reduce the Aggregate amount of the Revolving Commitments; provided that (i) any no such notice termination or reduction of Revolving Commitments shall be received by the Administrative Agent not later than 12:00 Noon five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Revolving Loans and Swingline Loans made on the effective date thereof, (A) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Outstanding Amount of Letters Extensions of Credit would exceed the Letter of Credit Sublimit, (C) the Outstanding Amount of Negotiated Rate Loans would exceed the Negotiated Rate Sublimit or (D) the Outstanding Amount of all Loans denominated Total Revolving Commitments. Any such reduction shall be in Alternative Currencies exceeds an amount equal to 105% $1,000,000, or a whole multiple thereof, and shall reduce permanently the Revolving Commitments then in effect. The Borrower shall notify the Administrative Agent of the Alternative Currency Sublimit. Each notice of termination shall specify such any election to terminate or reduce the Revolving Commitments under this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. The Promptly following receipt of any notice, the Administrative Agent will promptly notify shall advise the Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitmentscontents thereof. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. A Each notice delivered by the Borrower pursuant to this Section 2.07 shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments shall be permanent. Each reduction of the Revolving Commitments shall be made ratably among the Revolving Lenders in accordance with their respective Revolving Commitments.

Appears in 4 contracts

Sources: Revolving Credit and Term Loan Agreement (MPT Operating Partnership, L.P.), Revolving Credit and Term Loan Agreement (MPT Operating Partnership, L.P.), Revolving Credit Agreement (Medical Properties Trust Inc)

Termination or Reduction of Revolving Commitments. (a) Unless previously terminated, the Revolving Commitments will terminate on the Revolving Maturity Date. (b) The Parent Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments, in each case, in whole or in part, without penalty; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 Noon five (5) noon three Business Days prior to the date of termination or reductionreduction (it being understood that such notice may state that the termination or reduction of the Aggregate Revolving Commitments is conditioned upon the effectiveness of other credit facilities or the closing of another transaction, the proceeds of which will be used to prepay any outstanding Obligations, in which case such termination or reduction may be conditional upon the effectiveness of such other credit facilities or the closing of such other transaction), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Parent Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (Ax) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (By) the Outstanding Amount of Letters of Credit L/C Obligations would exceed the Letter of Credit Sublimit, (C) the Outstanding Amount of Negotiated Rate Loans would exceed the Negotiated Rate Sublimit or (Dz) the aggregate Outstanding Amount of all L/C Obligations and Revolving Loans denominated in Alternative Currencies exceeds an amount equal to 105% of would exceed the Alternative Currency Sublimit. Each notice of termination shall specify such election to terminate and the effective date thereof. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. The amount of any such Aggregate Revolving Commitment Commitments reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit (except as otherwise provided in such definitions) unless otherwise specified by the Parent Borrower. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Credit Commitment of each Revolving Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. A notice delivered by the Borrower pursuant to this Section 2.07 may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Appears in 4 contracts

Sources: Credit Agreement (Kennedy-Wilson Holdings, Inc.), Credit Agreement (Kennedy-Wilson Holdings, Inc.), Credit Agreement (Kennedy-Wilson Holdings, Inc.)

Termination or Reduction of Revolving Commitments. (a) Unless previously terminated, the Revolving Commitments will terminate on the Revolving Maturity Date. (b) The Borrower mayshall have the right, upon not less than two Business Days’ notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time, to terminate the Revolving Commitments or the 2018 Delayed Draw Tranche A Term Commitments or, from time permanently to time, to reduce the Aggregate amount of the Revolving Commitments or the 2018 Delayed Draw Tranche A Term Commitments; provided that (i) any no such notice termination or reduction of Revolving Commitments shall be received by the Administrative Agent not later than 12:00 Noon five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Revolving Loans made on the effective date thereof, (A) the Total total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Outstanding Amount of Letters Extensions of Credit would exceed the Letter of Credit Sublimit, (C) the Outstanding Amount of Negotiated Rate Loans would exceed the Negotiated Rate Sublimit or (D) the Outstanding Amount of all Loans denominated total Revolving Commitments. Any such partial reduction shall be in Alternative Currencies exceeds an amount equal to 105% $1,000,000, or a whole multiple of $500,000 in excess thereof, and shall reduce permanently the Alternative Currency SublimitRevolving Commitments or the 2018 Delayed Draw Tranche A Term Commitments, as applicable, then in effect. Each Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of termination shall specify such election to terminate and under this Section 2.10 if the effective date thereof. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of such termination or reduction of the Aggregate Revolving Commitments. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. A notice delivered by the Borrower pursuant to this Section 2.07 may state stated that such notice is was conditioned upon an event, such as the effectiveness occurrence or non-occurrence of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness a transaction or the receipt of a replacement of all, or a portion, of the proceeds from a DispositionRevolving Commitments or the 2018 Delayed Draw Tranche A Term Commitments, as applicable, outstanding at such time, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (b) Upon the incurrence by the Borrower or any of its Restricted Subsidiaries of any Permitted Refinancing Obligations in respect of Revolving Commitments or Revolving Loans, the Revolving Commitments designated by the Borrower to be terminated in connection therewith shall be automatically permanently reduced by an amount equal to 100% of the aggregate principal amount of commitments under such Permitted Refinancing Obligations and any outstanding Revolving Loans in respect of such terminated Revolving Commitments shall be repaid in full.

Appears in 4 contracts

Sources: Credit Agreement (Booz Allen Hamilton Holding Corp), Credit Agreement (Booz Allen Hamilton Holding Corp), Credit Agreement (Booz Allen Hamilton Holding Corp)

Termination or Reduction of Revolving Commitments. (a) Unless previously terminated, the Revolving Commitments will terminate on the Revolving Maturity Date. (b) The Borrower may, upon irrevocable notice from the Borrower to the Administrative Agent, terminate the Aggregate Revolving Commitments, Commitments or from time to time permanently reduce the Aggregate Revolving Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 Noon five (5) 11:00 a.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (A) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments. (b) After giving effect to any reduction of the Revolving Commitments, the Swing Line Sublimit shall be automatically reduced, if necessary, so that the Swing Line Sublimit in no case exceeds the Revolving Commitments. (Bc) the Outstanding Amount of Letters of Credit would exceed the Letter of Credit Sublimit, (C) the Outstanding Amount of Negotiated Rate Loans would exceed the Negotiated Rate Sublimit or (D) the Outstanding Amount of all Loans denominated in Alternative Currencies exceeds an amount equal to 105% of the Alternative Currency Sublimit. Each notice of termination shall specify such election to terminate and the effective date thereof. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Swing Line Sublimit or the Letter of Credit Sublimit unless otherwise specified by the BorrowerRevolving Commitments under this Section 2.05. Any Upon any reduction of the Aggregate Revolving Commitments shall be applied to Commitments, the Revolving Commitment of each Revolving Lender according to its shall be reduced by such Lender’s Revolving Credit Facility Applicable PercentagePercentage of such reduction amount. All fees accrued until If, as a result of such termination or reduction, the effective date of any termination of Revolving Loans or the Aggregate Swing Line Loans hereunder would exceed the Revolving Commitments shall be paid on or the effective date of such termination. A notice delivered by Swing Line Sublimit, as applicable, the Borrower pursuant shall contemporaneously with such reduction or termination, pay the Agent an amount equal to this Section 2.07 may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedexcess.

Appears in 4 contracts

Sources: First Lien Credit Agreement (Sequential Brands Group, Inc.), First Lien Credit Agreement (Sequential Brands Group, Inc.), Amendment and Restatement Agreement (Sequential Brands Group, Inc.)

Termination or Reduction of Revolving Commitments. (a) Unless previously terminated, the Revolving Commitments will terminate on the Revolving Maturity Date. (b) The Borrower mayshall have the right, upon not less than three Business Days’ notice to the Administrative Agent, terminate the Aggregate Revolving Commitmentsto terminate, or from time to time permanently to reduce the Aggregate amount of, the Revolving CommitmentsCommitments under one or more Revolving Facilities; provided that (i) any no such notice termination or reduction of Revolving Commitments shall be received by the Administrative Agent not later than 12:00 Noon five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Revolving Loans and Swingline Loans made on the effective date thereof, (Ai) the Total Alternative Currency Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Outstanding Amount of Letters Extensions of Credit would exceed the Letter Total Alternative Currency Revolving Commitments, (ii) the Total Dollar Revolving Extensions of Credit Sublimit, (C) the Outstanding Amount of Negotiated Rate Loans would exceed the Negotiated Rate Sublimit Total Dollar Revolving Commitments or (Diii) the Outstanding Amount Total Revolving Extensions of all Loans denominated Credit would exceed the Total Revolving Commitments. Any such reduction shall be in Alternative Currencies exceeds an amount equal to 105% (i) with respect to the Alternative Currency Revolving Commitments, $1,000,000, a whole multiple thereof, or the remaining aggregate amount of the Alternative Currency Sublimit. Each notice of termination shall specify such election to terminate and the effective date thereof. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. The amount of any such Aggregate Revolving Commitment reduction , and shall not be applied to reduce permanently the Alternative Currency Sublimit Revolving Commitments then in effect and (ii) with respect to the Dollar Revolving Commitments, $1,000,000, a whole multiple thereof, or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction remaining aggregate amount of the Aggregate Dollar Revolving Commitments, and shall reduce permanently the Dollar Revolving Commitments then in effect. The Revolving Commitment (other than any Extended Revolving Commitment) of each Revolving Lender shall be applied to automatically and permanently terminate on the Revolving Termination Date. On the respective Maturity Date applicable thereto, the Extended Revolving Commitment of each Extending Revolving Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments Commitment shall be paid on the effective date of such termination. A notice delivered by the Borrower pursuant to this Section 2.07 may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedautomatically and permanently terminate.

Appears in 3 contracts

Sources: Credit Agreement, Credit Agreement (Davita Healthcare Partners Inc.), Credit Agreement (Davita Inc)

Termination or Reduction of Revolving Commitments. (a) Unless previously terminated, the Revolving Commitments will terminate on the Revolving Maturity Date. (b) The Borrower Company may, upon notice to the Administrative Agent, terminate the Aggregate Revolving A Commitments or the Aggregate Revolving B Commitments, or from time to time permanently reduce in part the Aggregate Revolving A Commitments or the Aggregate Revolving B Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 Noon five (5) 11:00 a.m. three Business Days prior to the date of termination or reduction, or upon such lesser number of days as determined by the Administrative Agent in its sole discretion, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 3,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower Company shall not terminate or reduce the Aggregate Revolving A Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (A) the Total Revolving A Outstandings would exceed the Aggregate Revolving A Commitments, (Biv) the Outstanding Amount of Letters of Credit would exceed Company shall not terminate or reduce the Letter of Credit SublimitAggregate Revolving B Commitments if, (C) the Outstanding Amount of Negotiated Rate Loans would exceed the Negotiated Rate Sublimit or (D) after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of all Revolving B Loans denominated in Alternative Currencies exceeds an amount equal would exceed the Aggregate Revolving B Commitments, (v) if, after giving effect to 105% any reduction of the Alternative Currency Sublimit. Each Aggregate Revolving A Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving A Commitments, such sublimit shall be automatically reduced by the amount of such excess, and (vi) if, after giving effect to any reduction of the Aggregate Revolving B Commitments, the UK Borrower Sublimit exceeds the amount of the Aggregate Revolving B Commitments, such sublimit shall be automatically reduced by the amount of such excess; provided further that if such notice of reduction or termination shall specify indicates that such election reduction or termination is being made in connection with a prepayment is to terminate and be funded with the effective date thereofproceeds of a refinancing or if such reduction or termination is to be made in connection with an acquisition or a transaction involving a Change of Control, such notice of reduction or termination may be revoked (subject to Section 3.05) if the financing, acquisition or Change of Control transaction is not consummated within the period indicated in such notice. The Administrative Agent will promptly notify the Revolving applicable Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. The amount of any such A Commitments or the Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the BorrowerB Commitments. Any reduction of the Aggregate Revolving A Commitments shall be applied to the Revolving A Commitment of each Revolving A Lender according to its Applicable Percentage. Any reduction of the Aggregate Revolving B Commitments shall be applied to the Revolving B Commitment of each Revolving B Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving A Commitments or the Revolving B Commitments shall be paid on the effective date of such termination. A notice delivered by the Borrower pursuant to this Section 2.07 may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Appears in 3 contracts

Sources: Credit Agreement (FTD Companies, Inc.), Credit Agreement (FTD Companies, Inc.), Credit Agreement (United Online Inc)

Termination or Reduction of Revolving Commitments. (a) Unless previously terminated, the Revolving Commitments will terminate on the Revolving Maturity Date. (b) The Borrower Company may, upon not less than three Business Days' prior written notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments; provided that (i) any Commitments to an amount which is not less than the sum of the Effective Amount of all Revolving Loans plus the Effective Amount of all Swingline Loans plus the Effective Amount of all L/C Obligations. Any such notice shall be received by the Administrative Agent not later than 12:00 Noon five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole a higher integral multiple of $1,000,000 5,000,000. The Company may at any time on like notice terminate the Revolving Commitments upon payment in excess thereoffull of all Revolving Loans and Swingline Loans and Cash Collateralization in full of all L/C Obligations. (b) In addition, after (and to the extent not applied to) the payment in full of all Term Loans pursuant to subsection 2.8(a), upon the occurrence of any Mandatory Prepayment Event, the Revolving Commitments shall be reduced by the amount of all Designated Proceeds resulting from such Mandatory Prepayment Event, with each such reduction effective at the time required in subsection 2.8(a) for a prepayment of Term Loans resulting from such Mandatory Prepayment Event; provided, that upon any Mandatory Prepayment Event arising from the transfer of Accounts Receivable under a Permitted Receivables Facility under clause (viii) of subsection 2.8(a), (iiii) the Borrower Revolving Loans shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (A) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Outstanding Amount of Letters of Credit would exceed the Letter of Credit Sublimit, (C) the Outstanding Amount of Negotiated Rate Loans would exceed the Negotiated Rate Sublimit or (D) the Outstanding Amount of all Loans denominated be repaid in Alternative Currencies exceeds an amount equal to 105% of the Alternative Currency Sublimit. Each notice of termination shall specify Designated Proceeds from such election to terminate and the effective date thereof. The Administrative Agent will promptly notify transfer, (ii) the Revolving Lenders of any such notice of termination or reduction of Commitments shall be reduced by the Aggregate Revolving Commitments. The full amount of any all Designated Proceeds from such Aggregate transfer until the Revolving Commitment reduction Commitments have been reduced to zero and (iii) no such Designated Proceeds shall not be applied to the Alternative Currency Sublimit or Term Loans until the Letter of Credit Sublimit unless otherwise specified by Revolving Commitments have so been reduced to zero. (c) Once reduced in accordance with this Section, the BorrowerRevolving Commitments may not be increased. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Applicable Revolving Percentage. All accrued commitment fees accrued until to, but not including, the effective date of any reduction or termination of the Aggregate Revolving Commitments shall be paid on the effective date of such reduction or termination. A notice delivered by the Borrower pursuant to this Section 2.07 may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Appears in 3 contracts

Sources: Credit Agreement (Del Monte Foods Co), Credit Agreement (Del Monte Foods Co), Credit Agreement (Del Monte Foods Co)

Termination or Reduction of Revolving Commitments. (a) Unless previously terminated, the Revolving Commitments will terminate on the Revolving Maturity Date. (b) The Borrower Company may, upon not less than three Business Days' prior written notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments; provided that (i) any Commitments to an amount which is not less than the sum of the Effective Amount of all Revolving Loans plus the Effective Amount of all Swingline Loans plus the Effective Amount of all L/C Obligations. Any such notice shall be received by the Administrative Agent not later than 12:00 Noon five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole a higher integral multiple of $1,000,000 5,000,000. The Company may at any time on like notice terminate the Revolving Commitments upon payment in excess thereoffull of all Revolving Loans and Swingline Loans and Cash Collateralization in full of all L/C Obligations. (b) In addition, after (and to the extent not applied to) the payment in full of all Term Loans pursuant to subsection 2.8(a), upon the occurrence of any Mandatory Prepayment Event, the Revolving Commitments shall be reduced by the amount of all Designated Proceeds resulting from such Mandatory Prepayment Event, with each such reduction effective at the time required in subsection 2.8(a) for a prepayment of Term Loans resulting from such Mandatory Prepayment Event; provided, that upon any Mandatory Prepayment Event arising from the transfer of Accounts Receivable under a Permitted Receivables Facility under clause (viii) of subsection 2.8(a), (iiii) the Borrower Revolving Loans shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (A) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Outstanding Amount of Letters of Credit would exceed the Letter of Credit Sublimit, (C) the Outstanding Amount of Negotiated Rate Loans would exceed the Negotiated Rate Sublimit or (D) the Outstanding Amount of all Loans denominated be repaid in Alternative Currencies exceeds an amount equal to 105% of the Alternative Currency Sublimit. Each notice of termination shall specify Designated Proceeds from such election to terminate and the effective date thereof. The Administrative Agent will promptly notify transfer, (ii) the Revolving Lenders of any such notice of termination or reduction of Commitments shall be reduced by the Aggregate Revolving Commitments. The full amount of any all Designated Proceeds from such Aggregate transfer until the Revolving Commitment reduction Commitments have been reduced to zero and (iii) no such Designated Proceeds shall not be applied to the Alternative Currency Sublimit or Term Loans until the Letter of Credit Sublimit unless otherwise specified by Revolving Commitments have so been reduced to zero. (c) Once reduced in accordance with this Section, the BorrowerRevolving Commitments may not be increased (including pursuant to Section 2.16). Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Applicable Revolving Percentage. All accrued commitment fees accrued until to, but not including, the effective date of any reduction or termination of the Aggregate Revolving Commitments shall be paid on the effective date of such reduction or termination. A notice delivered by the Borrower pursuant to this Section 2.07 may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Appears in 3 contracts

Sources: Credit Agreement (Del Monte Foods Co), Credit Agreement (Del Monte Foods Co), Credit Agreement (Del Monte Foods Co)

Termination or Reduction of Revolving Commitments. (a) Unless previously terminated, the Revolving Commitments will terminate on the Revolving Maturity Date. (b) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 Noon five (5) 11:00 a.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (A) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, and (Biv) if, after giving effect to any reduction of the Outstanding Amount of Letters of Credit would exceed Aggregate Revolving Commitments, the Letter of Credit Sublimit, (C) the Outstanding Amount of Negotiated Rate Loans would exceed the Negotiated Rate Alternative L/C Currency Sublimit or (D) the Outstanding Amount of all Loans denominated in Alternative Currencies Swing Line Sublimit exceeds an the amount equal to 105% of the Alternative Currency Sublimit. Each notice Aggregate Revolving Commitments, such Sublimit shall be automatically reduced by the amount of termination shall specify such election to terminate and the effective date thereofexcess. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. A notice delivered by the Borrower pursuant to this Section 2.07 may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Appears in 3 contracts

Sources: Credit Agreement (Mosaic Co), Credit Agreement (Mosaic Co), Credit Agreement (Mosaic Co)

Termination or Reduction of Revolving Commitments. (a) Unless previously terminated, the Revolving Commitments will terminate on the Revolving Maturity Date. (b) The Borrower mayshall have the right, upon not less than three Business Days’ notice to the Administrative Agent, terminate the Aggregate Revolving Commitmentsto terminate, or from time to time permanently to reduce the Aggregate amount, of the Revolving CommitmentsCommitments under one or more Revolving Facilities; provided that (i) any no such notice termination or reduction of Revolving Commitments shall be received by the Administrative Agent not later than 12:00 Noon five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Revolving Loans and Swingline Loans made on the effective date thereof, (Ai) the Total Alternative Currency Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Outstanding Amount of Letters Extensions of Credit would exceed the Letter Total Alternative Currency Revolving Commitments, (ii) the Total Dollar Revolving Extensions of Credit Sublimit, (C) the Outstanding Amount of Negotiated Rate Loans would exceed the Negotiated Rate Sublimit Total Dollar Revolving Commitments or (Diii) the Outstanding Amount Total Revolving Extensions of all Loans denominated Credit would exceed the Total Revolving Commitments. Any such reduction shall be in Alternative Currencies exceeds an amount equal to 105% (i) with respect to the Alternative Currency Revolving Commitments, $1,000,000, a whole multiple thereof, or the remaining aggregate amount of the Alternative Currency Sublimit. Each notice of termination shall specify such election to terminate and the effective date thereof. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. The amount of any such Aggregate Revolving Commitment reduction , and shall not be applied to reduce permanently the Alternative Currency Sublimit Revolving Commitments then in effect and (ii) with respect to the Dollar Revolving Commitments, $1,000,000, a whole multiple thereof, or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction remaining aggregate amount of the Aggregate Dollar Revolving Commitments, and shall reduce permanently the Dollar Revolving Commitments then in effect. The Revolving Commitment (other than any Extended Revolving Commitment) of each Revolving Lender shall be applied to automatically and permanently terminate on the Revolving Termination Date. On the respective Maturity Date applicable thereto, the Extended Revolving Commitment of each Extending Revolving Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments Commitment shall be paid on the effective date of such termination. A notice delivered by the Borrower pursuant to this Section 2.07 may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedautomatically and permanently terminate.

Appears in 3 contracts

Sources: Credit Agreement (Davita Inc), Credit Agreement (Davita Inc), Credit Agreement (Davita Inc)

Termination or Reduction of Revolving Commitments. (a) Unless previously terminated, the Revolving Commitments will terminate on the Revolving Maturity Date. (b) The Parent Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 Noon five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Parent Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (A) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Outstanding Amount of all Letters of Credit would exceed the Letter of Credit Sublimit, (C) the Outstanding Amount of all Negotiated Rate Loans would exceed the Negotiated Rate Sublimit or (D) the Outstanding Amount of all Loans denominated in Alternative Currencies a currency other than Dollars exceeds an amount equal to one hundred and five percent (105% %) of the Alternative Currency Sublimit. Each notice of termination shall specify such election to terminate and the effective date thereof. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Applicable Percentage. If, after giving effect to any reduction or termination of the Aggregate Revolving Commitments, (x) the Alternative Currency Sublimit exceeds the aggregate amount of Alternative Currency Commitments and Multicurrency Revolving Commitments of all Revolving Lenders at such time, then the Alternative Currency Sublimit shall automatically be reduced by the amount of such excess or (y) the Letter of Credit Sublimit exceeds the aggregate amount of Dollar Tranche Commitments of all Dollar Tranche Lenders at such time, then the Letter of Credit Sublimit shall be automatically reduced by the amount of such excess. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. A notice delivered by the Parent Borrower pursuant to this Section 2.07 may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice may be revoked by the Parent Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Appears in 3 contracts

Sources: Credit and Guaranty Agreement (Ventas, Inc.), Credit and Guaranty Agreement (Ventas, Inc.), Credit and Guaranty Agreement (Ventas, Inc.)

Termination or Reduction of Revolving Commitments. (a) Unless previously terminated, the Revolving Commitments will terminate on the Revolving Maturity Date. (b) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving CommitmentsCommitments to an amount not less than the Outstanding Amount of Revolving Loans and L/C Obligations; provided that (ia) any such notice shall be received by the Administrative Agent not later than 12:00 Noon five (5) noon three Business Days prior to the date of termination or reductionreduction (or such shorter period agreed to by the Administrative Agent), (iib) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, thereof and (iiic) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (A) the Total Revolving Outstandings would exceed reduction of the Aggregate Revolving Commitments, (B) the Outstanding Amount of Letters of Credit would exceed the Letter of Credit Sublimit, (C) the Outstanding Amount of Negotiated Rate Loans would exceed the Negotiated Rate Sublimit or (D) the Outstanding Amount of all Loans denominated in Alternative Currencies exceeds an amount equal to 105% of the Alternative Currency Sublimit. Each notice Letter of termination Credit Sublimit exceeds the amount of the Aggregate Revolving Commitments, such sublimit shall specify be automatically reduced by the amount of such election to terminate and the effective date thereofexcess. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Applicable Percentage. All fees accrued with respect thereto until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. A notice delivered by . (b) The Borrower may terminate the Borrower pursuant to this Section 2.07 may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt unused amount of the proceeds from the issuance Revolving Commitment of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice may be revoked by the Borrower (by Defaulting Lender upon not less than three Business Days’ prior notice to such Defaulting Lender and the Administrative Agent on (which will promptly notify the other Lenders thereof) and the Aggregate Revolving Commitments shall be reduced by such amount; provided that such termination will not be deemed to be a waiver or prior to release of any claim the specified effective date) if Loan Parties, the Administrative Agent, the L/C Issuer or any Lender may have against such condition is not satisfiedDefaulting Lender.

Appears in 2 contracts

Sources: Credit Agreement (Fortress Investment Group LLC), Credit Agreement (Fortress Investment Group LLC)

Termination or Reduction of Revolving Commitments. The Borrower Representative (a) Unless previously terminated, on behalf of the Revolving Commitments will terminate on Borrowers) shall have the Revolving Maturity Date. (b) The Borrower mayright, upon not less than two Business Days’ notice (to the extent there are no Revolving Loans outstanding at such time) or not less than three Business Days’ notice (in any other case) to the Administrative Agent, to terminate the Aggregate Revolving CommitmentsCommitments or, or from time to time permanently time, to reduce the Aggregate amount of the Revolving Commitments. Any termination or reduction of Revolving Commitments pursuant to this Section ‎2.9 shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced; provided that if the aggregate Outstanding Amount of Revolving Loans and Swingline Loans at such time is less than the amount of such excess (i) any because L/C Obligations constitute a portion thereof), the Borrower Representative shall, to the extent of the balance of such notice shall be received by excess, Collateralize outstanding Letters of Credit, in each case, in a manner reasonably satisfactory to the Administrative Agent not later than 12:00 Noon five (5) Business Days prior to the date of termination or reduction, (ii) any Agent. Any such partial reduction shall be in an aggregate amount equal to $1,000,000 or a whole multiple thereof or, if less than $1,000,000, the amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (A) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Outstanding Amount of Letters of Credit would exceed the Letter of Credit Sublimitor a whole multiple thereof, (C) the Outstanding Amount of Negotiated Rate Loans would exceed the Negotiated Rate Sublimit or (D) the Outstanding Amount of all Loans denominated in Alternative Currencies exceeds an amount equal to 105% of the Alternative Currency Sublimit. Each notice of termination and shall specify such election to terminate and the effective date thereof. The Administrative Agent will promptly notify reduce permanently the Revolving Lenders of Commitments then in effect; provided, further, that if any such notice of termination or reduction of the Aggregate Revolving Commitments. The amount Commitments indicates that such termination is to be made in connection with a Refinancing of the Facilities or in connection with the consummation of any other event, such Aggregate notice of termination may be revoked if such Refinancing or other event is not consummated and any Term SOFR Loan that was the subject of such notice shall be continued as an ABR Loan. Each prepayment of the Loans under this Section ‎2.9 (except in the case of Revolving Commitment reduction shall not be applied Loans that are ABR Loans (to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate extent all Revolving Commitments Loans are not being prepaid) and Swingline Loans) shall be applied accompanied by accrued interest to the Revolving Commitment of each Revolving Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. A notice delivered by prepayment on the Borrower pursuant to this Section 2.07 may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedamount prepaid.

Appears in 2 contracts

Sources: Credit Agreement (Clarivate PLC), Credit Agreement (Clarivate PLC)

Termination or Reduction of Revolving Commitments. (a) Unless previously terminated, the Revolving Commitments will shall terminate on the Revolving Maturity Date. (b) The Borrower maymay at any time terminate or, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce time, reduce, the Aggregate Revolving CommitmentsCommitments of any Class; provided that (i) each reduction of the Revolving Commitments of any such notice Class shall be received by the Administrative Agent in an amount that is an integral multiple of US$1,000,000 and not later less than 12:00 Noon five (5) Business Days prior to the date of termination or reductionUS$5,000,000, (ii) the Borrower shall not terminate or reduce the US Dollar Tranche Revolving Commitments or the Multicurrency Tranche Revolving Commitments if, after giving effect to any such partial reduction shall be concurrent prepayment of the Loans in an aggregate amount accordance with Section 2.12, the sum of $5,000,000 the total US Dollar Tranche Revolving Exposures or any whole multiple of $1,000,000 in excess thereofMulticurrency Tranche Revolving Exposures, as applicable, would exceed the total US Dollar Tranche Revolving Commitments or Multicurrency Tranche Revolving Commitments, as applicable, and (iii) the Borrower shall not terminate or reduce any of the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunderprepayment of the Loans in accordance with Section 2.12, (A) the Total sum of the total Revolving Outstandings Exposures and the total Competitive Loan Exposures would exceed the Aggregate total Revolving Commitments, . (Bc) The Borrower shall notify the Outstanding Amount Administrative Agent of Letters of Credit would exceed the Letter of Credit Sublimit, (C) the Outstanding Amount of Negotiated Rate Loans would exceed the Negotiated Rate Sublimit or (D) the Outstanding Amount of all Loans denominated in Alternative Currencies exceeds an amount equal to 105% of the Alternative Currency Sublimit. Each notice of termination shall specify such any election to terminate or reduce the Revolving Commitments of any Class under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. The Promptly following receipt of such a notice, the Administrative Agent will promptly notify shall advise the Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitmentscontents thereof. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. A Each notice delivered by the Borrower pursuant to this Section 2.07 shall be irrevocable; provided that a notice of termination of any of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments of any Class shall be permanent. Each reduction of the Revolving Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Revolving Commitments of such Class.

Appears in 2 contracts

Sources: Credit Agreement (Broadridge Financial Solutions, Inc.), Credit Agreement (Broadridge Financial Solutions, Inc.)

Termination or Reduction of Revolving Commitments. The Borrower Representative (a) Unless previously terminated, on behalf of the Revolving Commitments will terminate on Borrowers) shall have the Revolving Maturity Date. (b) The Borrower mayright, upon not less than two Business Days’ notice (to the extent there are no Revolving Loans outstanding at such time) or not less than three Business Days’ notice (in any other case) to the Administrative Agent, to terminate the Aggregate Revolving CommitmentsCommitments or, or from time to time permanently time, to reduce the Aggregate amount of the Revolving Commitments. Any termination or reduction of Revolving Commitments pursuant to this Section 2.9 shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced; provided that if the aggregate Outstanding Amount of Revolving Loans and Swingline Loans at such time is less than the amount of such excess (i) any because L/C Obligations constitute a portion thereof), the Borrower Representative shall, to the extent of the balance of such notice shall be received by excess, Collateralize outstanding Letters of Credit, in each case, in a manner reasonably satisfactory to the Administrative Agent not later than 12:00 Noon five (5) Business Days prior to the date of termination or reduction, (ii) any Agent. Any such partial reduction shall be in an aggregate amount equal to $1,000,000 or a whole multiple thereof or, if less than $1,000,000, the amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (A) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Outstanding Amount of Letters of Credit would exceed the Letter of Credit Sublimitor a whole multiple thereof, (C) the Outstanding Amount of Negotiated Rate Loans would exceed the Negotiated Rate Sublimit or (D) the Outstanding Amount of all Loans denominated in Alternative Currencies exceeds an amount equal to 105% of the Alternative Currency Sublimit. Each notice of termination and shall specify such election to terminate and the effective date thereof. The Administrative Agent will promptly notify reduce permanently the Revolving Lenders of Commitments then in effect; provided, further, that if any such notice of termination or reduction of the Aggregate Revolving Commitments. The amount Commitments indicates that such termination is to be made in connection with a Refinancing of the Facilities or in connection with the consummation of any other event, such Aggregate notice of termination may be revoked if such Refinancing or other event is not consummated and any Term SOFR Loan that was the subject of such notice shall be continued as an ABR Loan. Each prepayment of the Loans under this Section 2.9 (except in the case of Revolving Commitment reduction shall not be applied Loans that are ABR Loans (to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate extent all Revolving Commitments Loans are not being prepaid) and Swingline Loans) shall be applied accompanied by accrued interest to the Revolving Commitment of each Revolving Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. A notice delivered by prepayment on the Borrower pursuant to this Section 2.07 may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedamount prepaid.

Appears in 2 contracts

Sources: Credit Agreement (Clarivate PLC), Credit Agreement (CLARIVATE PLC)

Termination or Reduction of Revolving Commitments. (a) Unless previously terminated, the Revolving Commitments will terminate on the Revolving Maturity Date. (b) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 Noon five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (A) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Outstanding Amount of Letters of Credit would exceed the Letter of Credit Sublimit, (C) the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit, (D) the Outstanding Amount of Negotiated Rate Loans would exceed the Negotiated Rate Sublimit or (DE) the Outstanding Amount of all Loans denominated in Alternative Currencies exceeds an amount equal to 105% of the Alternative Currency Sublimit. Each notice of termination shall specify such election to terminate and the effective date thereof. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. A notice delivered by the Borrower pursuant to this Section 2.07 may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Appears in 2 contracts

Sources: Credit Agreement (Hcp, Inc.), Credit Agreement (Health Care Property Investors Inc)

Termination or Reduction of Revolving Commitments. (a) Unless previously terminated, the Revolving Commitments will terminate on the Revolving Maturity Date. (b) The Borrower mayshall have the right, without penalty or premium, upon not less than three (3) Business Days’ notice to the Administrative Agent, to terminate the Aggregate Revolving CommitmentsCommitments or, or from time to time permanently time, to reduce the Aggregate amount of the Revolving Commitments; provided that (i) any no such notice termination or reduction of the Revolving Commitments shall be received by the Administrative Agent not later than 12:00 Noon five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Revolving Loans and Swingline Loans made on the effective date thereof (which prepayments may be made without penalty or premium other than any amounts owing (if any) pursuant to Section 2.18), (A) the Total Revolving Outstandings Extensions of Credit then outstanding would exceed the Aggregate Total Revolving Commitments, (B) Commitments then in effect; provided that if such notice indicates that such termination or reduction is conditioned on the Outstanding Amount occurrence of Letters of Credit would exceed the Letter of Credit Sublimit, (C) the Outstanding Amount of Negotiated Rate Loans would exceed the Negotiated Rate Sublimit or (D) the Outstanding Amount of all Loans denominated a transaction it may be revoked if such transaction is not consummated. Any such reduction shall be in Alternative Currencies exceeds an amount equal to 105% $1,000,000, or a whole multiple of $500,000 in excess thereof (or, if the then Total Revolving Commitments are less than $1,000,000, or such excess is a lesser multiple, such lesser amount), and shall reduce permanently the Revolving Commitments then in effect; provided further, if in connection with any such reduction or termination of the Alternative Currency SublimitRevolving Commitments a SOFR Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing (if any) pursuant to Section 2.18. Each The Borrower shall have the right, without penalty or premium, upon not less than three (3) U.S. Government Securities Business Days’ notice of termination shall specify such election to the Administrative Agent, to terminate and the effective date thereof. The Administrative Agent will promptly notify L/C Commitments or, from time to time, to reduce the Revolving Lenders amount of any the L/C Commitments; provided that no such notice of termination or reduction of the Aggregate Revolving Commitments. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Revolving L/C Commitments shall be applied to permitted if, after giving effect thereto, the Revolving Commitment of each Revolving Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Total L/C Commitments shall be paid on reduced to an amount that would result in the effective date aggregate L/C Exposure exceeding the Total L/C Commitments (as so reduced). Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple of $500,000 in excess thereof (or, if the then Total L/C Commitments are less than $1,000,000, or such termination. A notice delivered by the Borrower pursuant to this Section 2.07 may state that such notice excess is conditioned upon an eventa lesser multiple, such as lesser amount), and shall reduce permanently the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, L/C Commitments then in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedeffect.

Appears in 2 contracts

Sources: Credit Agreement (Pagaya Technologies Ltd.), Credit Agreement

Termination or Reduction of Revolving Commitments. (a) Unless previously terminated, the Revolving Commitments will terminate on the Revolving Maturity Date. (b) The Borrower Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Revolving Commitments, Commitments or from time to time permanently reduce the Aggregate Revolving Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 Noon 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower Borrowers shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (A) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments. (b) If, (B) after giving effect to any reduction of the Outstanding Amount of Letters of Credit would exceed Aggregate Revolving Commitments, the Letter of Credit Sublimit, (C) the Outstanding Amount of Negotiated Rate Loans would exceed the Negotiated Rate Sublimit or (D) the Outstanding Amount of all Loans denominated in Alternative Currencies Swing Line Sublimit exceeds an the amount equal to 105% of the Alternative Currency Sublimit. Each notice Aggregate Revolving Commitments, such Letter of termination Credit Sublimit or Swing Line Sublimit shall specify be automatically reduced by the amount of such election to terminate and the effective date thereof. excess. (c) The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit or the Aggregate Revolving Commitments under this Section 2.06. Upon any reduction of the Aggregate Revolving Commitments. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Revolving Commitments shall be applied to , the Revolving Commitment of each Revolving Lender according to its shall be reduced by such Revolving Lender’s Applicable PercentagePercentage of such reduction amount. All fees accrued until If, as a result of such termination or reduction, (i) the effective date Outstanding Amount of any termination L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateral such excess amount, and (ii) the Committed Loans or the Swing Line Loans hereunder would exceed the Aggregate Revolving Commitments shall be paid on or the effective date of such termination. A notice delivered by the Borrower pursuant to this Section 2.07 may state that such notice is conditioned upon an eventSwing Line Sublimit, such as the effectiveness of other credit facilitiesapplicable, the receipt of Borrowers shall contemporaneously with such reduction or termination, pay the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case Agent an amount equal to such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedexcess.

Appears in 2 contracts

Sources: Credit Agreement (Destination Xl Group, Inc.), Credit Agreement (Destination Xl Group, Inc.)

Termination or Reduction of Revolving Commitments. (a) Unless previously terminated, The Parent Borrower shall have the Revolving Commitments will terminate on the Revolving Maturity Date. (b) The Borrower mayright, upon not less than three Business Days’ (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) notice to the Administrative AgentAgent (which will promptly notify the Lenders thereof), to terminate the Aggregate Initial Revolving Commitments, Incremental Revolving Commitments of any Tranche, the Extended Revolving Commitments of any Tranche or the Specified Refinancing Revolving Commitments of any Tranche or, from time to time permanently time, to reduce the Aggregate amount of Initial Revolving Commitments, Incremental Revolving Commitments of any Tranche, Extended Revolving Commitments of any Tranche or Specified Refinancing Revolving Commitments of any Tranche; provided that (i) any no such notice shall be received by the Administrative Agent not later than 12:00 Noon five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunder, (A) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Outstanding Amount of Letters of Credit would exceed the Letter of Credit Sublimit, (C) the Outstanding Amount of Negotiated Rate Loans would exceed the Negotiated Rate Sublimit or (D) the Outstanding Amount of all Loans denominated in Alternative Currencies exceeds an amount equal to 105% of the Alternative Currency Sublimit. Each notice of termination shall specify such election to terminate Revolving Loans and Swing Line Loans made on the effective date thereof. The Administrative Agent will promptly notify , the Dollar Equivalent of the aggregate principal amount of the Revolving Lenders Loans and Swing Line Loans then outstanding, when added to the sum of the then outstanding Revolving L/C Obligations, would exceed the Revolving Commitments then in effect and provided, further, that notwithstanding anything to the contrary in this Agreement, the Parent Borrower may condition such notice upon the occurrence or non-occurrence of any such notice of termination or reduction of the Aggregate Revolving Commitments. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise event specified by the Borrower. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. A notice delivered by the Borrower pursuant to this Section 2.07 may state that such notice is conditioned upon an event, such as therein (including the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition), in which case such notice may be revoked by the Parent Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any such reduction shall be in an amount equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof and shall reduce permanently the applicable Revolving Commitments then in effect.

Appears in 2 contracts

Sources: Credit Agreement (Hertz Corp), Credit Agreement (Hertz Corp)

Termination or Reduction of Revolving Commitments. (a) Unless previously terminated, the Revolving Commitments will terminate on the Revolving Maturity Date. (b) The Parent Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 Noon five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Parent Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (A) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Outstanding Amount of all Letters of Credit would exceed the Letter of Credit Sublimit, (C) the Outstanding Amount of all Swing Line Loans would exceed the Swing Line Sublimit, (D) the Outstanding Amount of all Negotiated Rate Loans would exceed the Negotiated Rate Sublimit or (DE) the Outstanding Amount of all Revolving Committed Loans denominated in Alternative Currencies and Negotiated Rate Loans denominated in a currency other than Dollars exceeds an amount equal to one hundred and five percent (105% %) of the Alternative Currency Sublimit. Each notice of termination shall specify such election to terminate and the effective date thereof. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Parent Borrower. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. A notice delivered by the Parent Borrower pursuant to this Section 2.07 may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice may be revoked by the Parent Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Appears in 2 contracts

Sources: Credit and Guaranty Agreement (Ventas Inc), Credit and Guaranty Agreement (Ventas Inc)

Termination or Reduction of Revolving Commitments. (a) Unless previously terminated, the Revolving Commitments will terminate on the Revolving Maturity Date. (b) The Borrower may, upon irrevocable notice from the Borrower to the Administrative Agent, terminate the Aggregate Revolving Commitments, Commitments or from time to time permanently reduce the Aggregate Revolving Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 Noon five (5) 11:00 a.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (A) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments. (b) If, after giving effect to any reduction of the Revolving Commitments, (B) the Outstanding Amount of Letters of Credit would exceed the Letter of Credit Sublimit, (C) Sublimit exceeds the Outstanding Amount of Negotiated Rate Loans would exceed the Negotiated Rate Sublimit or (D) the Outstanding Amount of all Loans denominated in Alternative Currencies exceeds an amount equal to 105% of the Alternative Currency Sublimit. Each notice Revolving Commitments, such Letter of termination Credit Sublimit shall specify be automatically reduced by the amount of such election to terminate and the effective date thereof. excess. (c) The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by or the BorrowerRevolving Commitments under this Section 2.05. Any Upon any reduction of the Aggregate Revolving Commitments shall be applied to Commitments, the Revolving Commitment of each Revolving Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date reduced by such Lender’s Revolving Credit Facility Applicable Percentage of such terminationreduction amount. A notice delivered by If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrower pursuant to this Section 2.07 may state that shall contemporaneously with such notice is conditioned upon an eventreduction or termination, Cash Collateralize such as excess amount, and (ii) the effectiveness of other credit facilitiesRevolving Loans hereunder would exceed the Revolving Commitments, the receipt of Borrower shall contemporaneously with such reduction or termination, pay the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case Agent an amount equal to such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedexcess.

Appears in 1 contract

Sources: First Lien Credit Agreement (Sequential Brands Group, Inc.)

Termination or Reduction of Revolving Commitments. (a) Unless previously terminated, the Revolving Commitments will terminate on the Revolving Maturity Date. (b) The Borrower mayshall have the right, upon not less than three Business Days’ notice to the Administrative Agent, to terminate the Aggregate Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments, which notice may be conditioned upon the occurrence of any other transaction and, if such condition is not satisfied on or from time to time permanently reduce the Aggregate Revolving Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 Noon five (5) Business Days prior to the date of specified in such notice, may be revoked by the Borrower; provided, that no such termination or reduction, (ii) any such partial reduction of Revolving Commitments shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Revolving Loans and Swingline Loans made on the effective date thereof, (A) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Outstanding Amount of Letters Extensions of Credit would exceed the Letter of Credit Sublimit, (C) the Outstanding Amount of Negotiated Rate Loans would exceed the Negotiated Rate Sublimit or (D) the Outstanding Amount of all Loans denominated Total Revolving Commitments. Any such reduction shall be in Alternative Currencies exceeds an amount equal to 105% $500,000, or a whole multiple thereof or the Total Revolving Commitment, and shall reduce permanently the Revolving Commitments then in effect. In furtherance of the Alternative Currency Sublimit. Each notice foregoing, on the RefinancingThird Amendment Effective Date, immediately upon the borrowing of termination shall specify such election to terminate the Tranche B-46 Term Loans and Tranche B-5 Term Loans and the effective date thereof. The Administrative Agent will promptly notify repayment in full of all Revolving Loans then outstanding and substantially contemporaneously with obtaining Incremental Revolving Commitments in an aggregate principal amount of $350,000,000325,000,000 pursuant to the Revolving Lenders of any such notice of termination or reduction terms of the Aggregate SecondThird Amendment Agreement, the Borrower hereby terminates all Revolving Commitments. The amount of any such Aggregate Revolving Commitment reduction shall not be applied Commitments outstanding immediately prior to the Alternative Currency Sublimit or establishment of such IncrementalThird Amendment Effective Date shall be deemed refinanced and replaced in full. Unless previously terminated in accordance with the Letter of Credit Sublimit unless otherwise specified by terms hereof, the Borrower. Any reduction of the Aggregate Revolving Commitments shall be applied to automatically terminate on the Revolving Commitment of each Revolving Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. A notice delivered by the Borrower pursuant to this Section 2.07 may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedTermination Date.

Appears in 1 contract

Sources: Third Amendment Agreement (KAR Auction Services, Inc.)

Termination or Reduction of Revolving Commitments. (a) Unless previously terminated, the Revolving Commitments will terminate on the Revolving Maturity Date. (b) The Parent Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 Noon five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Parent Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (A) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Outstanding Amount of Letters of Credit would exceed the Letter of Credit Sublimit, (C) the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit, (D) the Outstanding Amount of Negotiated Rate Loans would exceed the Negotiated Rate Sublimit or (DE) the Outstanding Amount of all Loans denominated in Alternative Currencies exceeds an amount equal to one hundred and five percent (105% %) of the Alternative Currency Sublimit. Each notice of termination shall specify such election to terminate and the effective date thereof. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Parent Borrower. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. A notice delivered by the Parent Borrower pursuant to this Section 2.07 may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice may be revoked by the Parent Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Appears in 1 contract

Sources: Credit and Guaranty Agreement (Ventas Inc)

Termination or Reduction of Revolving Commitments. (a) Unless previously terminated, the Revolving Commitments will terminate on the Revolving Maturity Date. (b) The Borrower mayRepresentative (on behalf of the Borrowers) shall have the right, upon not less than one Business Day’s notice (to the extent there are no EurocurrencyTerm Benchmark Loans that are Revolving Loans outstanding at such time) or not less than three (3) Business Days’ notice (in any other case) to the Administrative Agent, to terminate the Aggregate Revolving CommitmentsCommitments or, or from time to time permanently time, to reduce the Aggregate amount of the Revolving Commitments; provided that (i) if any such notice of termination of the Revolving Commitments indicates that such termination is to be conditioned on one or more conditions precedent, such notice of termination may be revoked or automatically terminated if such conditions precedent are not met. Any termination or reduction of Revolving Commitments pursuant to this Section 2.9 shall be received accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced; provided that if the aggregate Outstanding Amount of Revolving Loans and Swingline Loans at such time is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower Representative shall, to the extent of the balance of such excess, Collateralize outstanding Letters of Credit, in each case, in a manner reasonably satisfactory to the Administrative Agent not later than 12:00 Noon five (5) Business Days prior to the date of termination or reduction, (ii) any Agent. Any such partial reduction shall be in an aggregate amount equal to $1,000,000 or a whole multiple thereof or, if less than $1,000,000, the amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (A) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) or a whole multiple thereof, and shall reduce permanently the Outstanding Amount of Letters of Credit would exceed the Letter of Credit Sublimit, (C) the Outstanding Amount of Negotiated Rate Loans would exceed the Negotiated Rate Sublimit or (D) the Outstanding Amount of all Loans denominated Revolving Commitments then in Alternative Currencies exceeds an amount equal to 105% effect. Each prepayment of the Alternative Currency Sublimit. Each notice Loans under this Section 2.9 (except in the case of termination shall specify such election to terminate and the effective date thereof. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. The amount of any such Aggregate Revolving Commitment reduction shall not be applied Loans that are ABR Loans (to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate extent all Revolving Commitments Loans are not being prepaid) and Swingline Loans) shall be applied accompanied by accrued interest to the Revolving Commitment of each Revolving Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. A notice delivered by prepayment on the Borrower pursuant to this Section 2.07 may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedamount prepaid.

Appears in 1 contract

Sources: First Lien Credit Agreement (Powerschool Holdings, Inc.)

Termination or Reduction of Revolving Commitments. (a) Unless previously terminatedThe Company may, the Revolving Commitments will terminate on the Revolving Maturity Date. (b) The Borrower mayat any time or from time to time, upon notice to the Administrative Agent, terminate entirely, or permanently reduce, the Aggregate Revolving CommitmentsCommitments to an amount not less than the Outstanding Amount of Revolving Loans, or from time to time permanently reduce the Aggregate Revolving CommitmentsSwing Line Loans and L/C Obligations; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 Noon five noon three (53) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 2,000,000 or any whole multiple of $1,000,000 in excess thereof, thereof and (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (A) the Total Revolving Outstandings would exceed reduction of the Aggregate Revolving Commitments, (B) the Outstanding Amount of Letters of Credit would exceed Alternative Currency Sublimit, the Letter of Credit Sublimit, (C) the Outstanding Amount of Negotiated Rate Loans would exceed the Negotiated Rate Foreign Borrower Sublimit or (D) any Swing Line Sublimit exceeds the Outstanding Amount of all Loans denominated in Alternative Currencies exceeds an amount equal to 105% of the Alternative Currency Sublimit. Each notice Aggregate Revolving Commitments, such sublimit shall be automatically reduced by the amount of termination shall specify such election to terminate and the effective date thereofexcess. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the BorrowerCompany. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Applicable PercentagePro Rata Share. All fees accrued with respect thereto until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. A notice delivered by . (b) The aggregate Term Loan Commitments shall be automatically and permanently reduced to zero on the Borrower pursuant to this Section 2.07 may state that such notice is conditioned upon an eventdate of, such as the effectiveness of other credit facilitiesand after giving effect to, the receipt Borrowing of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedTerm Loans.

Appears in 1 contract

Sources: Credit Agreement (Quanta Services Inc)

Termination or Reduction of Revolving Commitments. (a) Unless previously terminated, the Revolving Commitments will terminate on the Revolving Maturity Date. (b) The Borrower Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 Noon five 11:00 a.m. two (52) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower Borrowers shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (A) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of Letters of Credit L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (C) the Outstanding Amount of Negotiated Rate Loans would exceed the Negotiated Rate Swing Line Sublimit or (D) if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of all Swing Line Loans denominated in Alternative Currencies exceeds an amount equal hereunder would exceed the Swing Line Sublimit. (b) If, after giving effect to 105% any reduction of the Alternative Currency Sublimit. Each notice Aggregate Revolving Commitments, the Letter of termination Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall specify be automatically reduced by the amount of such election to terminate and the effective date thereof. excess. (c) The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit or the Aggregate Revolving Commitments under this Section 2.06. Upon any reduction of the Aggregate Revolving Commitments. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Revolving Commitments shall be applied to , the Revolving Commitment of each Revolving Lender according to its shall be reduced by such Revolving Lender’s Applicable PercentagePercentage of such reduction amount. All fees (including, without limitation, Commitment Fees and Letter of Credit Fees) and interest in respect of the Aggregate Revolving Commitments accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. A notice delivered by the Borrower pursuant to this Section 2.07 may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Appears in 1 contract

Sources: Credit Agreement (Tops Holding Ii Corp)

Termination or Reduction of Revolving Commitments. (a) Unless previously terminated, the The Revolving Commitments will shall terminate on the Revolving Maturity Termination Date. , unless sooner terminated in accordance with this Agreement. Upon at least three (b) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 Noon five (53) Business Days prior written notice to Administrative Agent at any time, Borrowers may, at their option, terminate the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Revolver Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (A) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Outstanding Amount of Letters of Credit would exceed the Letter of Credit Sublimit, (C) the Outstanding Amount of Negotiated Rate Loans would exceed the Negotiated Rate Sublimit or (D) the Outstanding Amount of all Loans denominated in Alternative Currencies exceeds an amount equal to 105% of the Alternative Currency Sublimitthis credit facility. Each Any notice of termination shall specify such election to terminate and the effective date thereof. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified given by the Borrower. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. A notice delivered by the Borrower pursuant to this Section 2.07 Borrowers may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice may be revoked by the Borrower Borrowers (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Administrative Agent shall give each Lender prompt notice of its receipt of any such notice of termination (or revocation of any such notice). On the Revolving Termination Date, Borrowers shall make Payment in Full of all Obligations. (b) On the effective date of any termination of the Revolving Commitments, all Obligations shall be immediately due and payable. All undertakings of Borrowers contained in the Loan Documents shall survive any termination, and Administrative Agent shall retain its Liens in the Collateral and all of its rights and remedies under the Loan Documents, until Payment in Full of all Obligations. Notwithstanding Payment in Full of all Obligations, Administrative Agent shall not be required to terminate its Liens in any Collateral unless, with respect to any damages Administrative Agent may incur as a result of the dishonor or return of Payment Items applied to Obligations, Administrative Agent receives (a) a written agreement in form and substance reasonably satisfactory to Administrative Agent, executed by Borrowers and any Person whose advances are used in whole or in part to satisfy the Obligations (which Person must be acceptable to Administrative Agent), indemnifying Administrative Agent and Lenders from any such damages, or (b) such Cash Collateral as Administrative Agent, in its reasonable discretion, deems necessary to protect against any such damages. The obligation of each Loan Party and Lender with respect to each indemnity given by it in any Loan Document, and each other term, provision, or section of this Agreement or any other Loan Document which states as much, shall survive Payment in Full of the Obligations and any release or termination relating to this Agreement, the other Loan Documents, or the credit facility established hereunder or thereunder. (c) Borrowers shall have the right, upon not less than three Business Days’ notice to Administrative Agent, from time to time, to permanently reduce the amount of the Revolving Commitments; provided that no such reduction of Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Loans made on the effective date thereof, the Total Revolving Extensions of Credit would exceed the Total Revolving Commitments. Any such reduction shall be in an amount equal to $10,000,000 (or such lesser amount of Revolving Commitments then in effect), or integral multiples of $2,500,000 in excess thereof, and shall permanently reduce the Revolving Commitments then in effect. Any notice to reduce the Revolving Commitments shall specify the amount of such reduction and shall be irrevocable once given. Administrative Agent shall give each Lender prompt notice of its receipt of any such notice of reduction.

Appears in 1 contract

Sources: Credit Agreement (HollyFrontier Corp)

Termination or Reduction of Revolving Commitments. (a) Unless previously terminated, the Revolving Commitments will terminate on the Revolving Maturity Date. (b) The Borrower mayshall have the right, upon not less than two Business Days’ notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time, to terminate the Revolving Commitments or, from time permanently to time, to reduce the Aggregate amount of the Revolving CommitmentsCommitments (but shall not be applied to the Swing Line Sublimit except as specified by the Borrower or except as specified in the last sentence of this paragraph (a)); provided that (i) any no such notice termination or reduction of Revolving Commitments shall be received by the Administrative Agent not later than 12:00 Noon five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Revolving Loans made on the effective date thereof, (A) the Total total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Outstanding Amount of Letters Extensions of Credit would exceed the Letter of Credit Sublimit, (C) the Outstanding Amount of Negotiated Rate Loans would exceed the Negotiated Rate Sublimit or (D) the Outstanding Amount of all Loans denominated total Revolving Commitments. Any such partial reduction shall be in Alternative Currencies exceeds an amount equal to 105% $1,000,000, or a whole multiple of $500,000 in excess thereof, and shall reduce permanently the Alternative Currency SublimitRevolving Commitments then in effect. Each Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of termination shall specify such election to terminate and under this Section 2.10 if the effective date thereof. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of such termination or reduction of the Aggregate Revolving Commitments. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. A notice delivered by the Borrower pursuant to this Section 2.07 may state stated that such notice is was conditioned upon an event, such as the effectiveness occurrence or non-occurrence of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness a transaction or the receipt of a replacement of all, or a portion, of the proceeds from a DispositionRevolving Commitments outstanding at such time, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any such reduction in the Revolving Commitments below the sum of the principal amount of the Swing Line Sublimit shall result in a proportionate reduction (rounded to the next lowest integral multiple of $100,000) in the Swing Line Sublimit. (b) Upon the incurrence by the Borrower or any of its Restricted Subsidiaries of any Permitted Refinancing Obligations in respect of Revolving Commitments or Revolving Loans, the Revolving Commitments designated by the Borrower to be terminated in connection therewith shall be automatically permanently reduced by an amount equal to 100% of the aggregate principal amount of commitments under such Permitted Refinancing Obligations and any outstanding Revolving Loans in respect of such terminated Revolving Commitments shall be repaid in full.

Appears in 1 contract

Sources: Credit Agreement (Hanesbrands Inc.)

Termination or Reduction of Revolving Commitments. (a) Unless previously terminated, the Revolving Commitments will terminate on the Revolving Maturity Date. (b) The Borrower Borrowers may, upon notice to the Administrative Agent from the Borrower Agent, terminate the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 Noon 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower Borrowers shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (A) the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of Letters Letter of Credit Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Negotiated Rate Swing Line Loans would exceed the Negotiated Rate Swing Line Sublimit and (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or (D) the Outstanding Amount of all Loans denominated in Alternative Currencies Swing Line Sublimit exceeds an the amount equal to 105% of the Alternative Currency Sublimit. Each notice Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of termination shall specify such election to terminate and the effective date thereofexcess. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit or , the Letter of Credit Sublimit unless otherwise specified by or the BorrowerSwing Line Sublimit. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Revolving Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination. A notice delivered by the Borrower pursuant to this Section 2.07 may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Appears in 1 contract

Sources: Credit Agreement (StarTek, Inc.)

Termination or Reduction of Revolving Commitments. (a) Unless previously terminated, the Revolving Commitments will terminate on the Revolving Maturity Date. (b) The Borrower mayshall have the right, upon not less than three Business Days’ (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) notice to the Administrative AgentAgent (which will promptly notify the Lenders thereof), to terminate the Aggregate Initial Revolving Commitments, Incremental Revolving Commitments of any Tranche, the Extended Revolving Commitments of any Tranche or the Specified Refinancing Revolving Commitments of any Tranche or, from time to time permanently time, to reduce the Aggregate amount of Initial Revolving Commitments, Incremental Revolving Commitments of any Tranche, Extended Revolving Commitments of any Tranche or Specified Refinancing Revolving Commitments of any Tranche; provided that (i) any no such notice shall be received by the Administrative Agent not later than 12:00 Noon five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunder, (A) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Outstanding Amount of Letters of Credit would exceed the Letter of Credit Sublimit, (C) the Outstanding Amount of Negotiated Rate Loans would exceed the Negotiated Rate Sublimit or (D) the Outstanding Amount of all Loans denominated in Alternative Currencies exceeds an amount equal to 105% of the Alternative Currency Sublimit. Each notice of termination shall specify such election to terminate Revolving Loans and Swing Line Loans made on the effective date thereof. The Administrative Agent will promptly notify , the aggregate principal amount of the Revolving Lenders Loans and Swing Line Loans then outstanding, when added to the sum of the then outstanding L/C Obligations, would exceed the Revolving Commitments then in effect and provided, further, that notwithstanding anything to the contrary in this Agreement, the Borrower may condition such notice upon the occurrence or non-occurrence of any such notice of termination or reduction of the Aggregate Revolving Commitments. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise event specified by the Borrower. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. A notice delivered by the Borrower pursuant to this Section 2.07 may state that such notice is conditioned upon an event, such as therein (including the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any such reduction shall be in an amount equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof and shall reduce permanently the applicable Revolving Commitments then in effect.

Appears in 1 contract

Sources: First Lien Credit Agreement (PharMEDium Healthcare Holdings, Inc.)

Termination or Reduction of Revolving Commitments. (a) Unless previously terminated, the Revolving Commitments will terminate on the Revolving Maturity Date. (b) The Borrower mayshall have the right, upon not less than two Business Days’ notice (to the extent there are no Revolving Loans outstanding at such time) or not less than three Business Days’ notice (in any other case) to the Administrative Agent, to terminate the Aggregate Revolving CommitmentsCommitments or, or from time to time permanently time, to reduce the Aggregate amount of the Revolving Commitments. Any termination or reduction of Revolving Commitments pursuant to this Section 2.9 shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced; provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the amount of such excess (i) any because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such notice shall be received by excess, Collateralize outstanding Letters of Credit, in each case, in a manner reasonably satisfactory to the Administrative Agent not later than 12:00 Noon five (5) Business Days prior to the date of termination or reduction, (ii) any Agent. Any such partial reduction shall be in an aggregate amount equal to $1,000,000 or a whole multiple thereof or, if less than $1,000,000, the amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (A) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Outstanding Amount of Letters of Credit would exceed the Letter of Credit Sublimitor a whole multiple thereof, (C) the Outstanding Amount of Negotiated Rate Loans would exceed the Negotiated Rate Sublimit or (D) the Outstanding Amount of all Loans denominated in Alternative Currencies exceeds an amount equal to 105% of the Alternative Currency Sublimit. Each notice of termination and shall specify such election to terminate and the effective date thereof. The Administrative Agent will promptly notify reduce permanently the Revolving Lenders of Commitments then in effect; provided, further, that if any such notice of termination or reduction of the Aggregate Revolving CommitmentsCommitments indicates that such termination is to be made in connection with a Refinancing of the Facilities, such notice of termination may be revoked if such Refinancing is not consummated and any Eurodollar Loan that was the subject of such notice shall be continued as an ABR Loan. The amount Each prepayment of any such Aggregate the Loans under this Section 2.9 (except in the case of Revolving Commitment reduction shall not be applied Loans that are ABR Loans (to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate extent all Revolving Commitments Loans are not being prepaid) and Swingline Loans) shall be applied accompanied by accrued interest to the Revolving Commitment of each Revolving Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. A notice delivered by prepayment on the Borrower pursuant to this Section 2.07 may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedamount prepaid.

Appears in 1 contract

Sources: Credit Agreement (Expo Event Holdco, Inc.)

Termination or Reduction of Revolving Commitments. (a) Unless previously terminated, The Parent Borrower shall have the Revolving Commitments will terminate on the Revolving Maturity Date. (b) The Borrower mayright, upon not less than three Business Days’ notice to the Administrative AgentAgent (which will promptly notify the Lenders thereof), to terminate the Aggregate Tranche A Revolving Commitments, the Tranche B Revolving Commitments or any Tranche of Extended Revolving Commitments or, from time to time permanently time, to reduce the Aggregate amount of the Tranche A Revolving Commitments, the Tranche B Revolving Commitments or any Tranche of Extended Revolving Commitments, in each case pro rata among the Lenders of the applicable Tranche and otherwise subject to subsection 3.8(a); provided that (i) any no such notice shall be received by the Administrative Agent not later than 12:00 Noon five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Revolving Loans and Swing Line Loans made on the effective date thereof, the aggregate principal amount of the Revolving Loans and Swing Line Loans then outstanding (A) including, without limitation, in the Total case of Revolving Outstandings Loans and Swing Line Loans then outstanding in any Designated Foreign Currency, the Dollar Equivalent of the aggregate principal amount thereof), when added to the sum of the then outstanding L/C Obligations, would exceed the Aggregate Revolving CommitmentsCommitments then in effect and provided, (B) further, that notwithstanding anything to the Outstanding Amount contrary in this Agreement, the Borrower may rescind or postpone any notice of Letters termination of any Revolving Credit Commitments if such termination would exceed have resulted from a refinancing of the Letter of Credit SublimitFacility, (C) the Outstanding Amount of Negotiated Rate Loans would exceed the Negotiated Rate Sublimit which refinancing shall not be consummated or (D) the Outstanding Amount of all Loans denominated otherwise shall be delayed. Any such reduction shall be in Alternative Currencies exceeds an amount equal to 105% $10.0 million or a whole multiple of $1.0 million in excess thereof and shall reduce permanently the Alternative Currency Sublimit. Each notice of termination shall specify such election to terminate and the effective date thereofapplicable Revolving Commitments then in effect. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Tranche A Revolving Commitments shall be applied to terminate on the Tranche A Revolving Commitment of each Revolving Lender according to its Applicable Percentage. All fees accrued until Maturity Date, the effective date of any termination of the Aggregate Tranche B Revolving Commitments shall be paid terminate on the effective date Tranche B Revolving Maturity Date and each Tranche of such termination. A notice delivered Extended Revolving Commitments shall terminate on the applicable Extended Revolving Maturity Date.” (l) Subsection 2.4(a) is hereby amended by (i) inserting the Borrower pursuant to this Section 2.07 may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or word “applicable” immediately prior to the specified effective dateterm “Maturity Date” in the first place that such term appears in such subsection, (ii) if inserting the word “therefor” immediately following the term “Maturity Date” in the first place that such condition term appears in such subsection and (iii) inserting the words “Tranche B” immediately prior to the term “Maturity Date” in the second place that such term appears in such subsection. (m) Subsection 2.4(c) is not satisfiedhereby amended by replacing the word “and” immediately prior to the phrase “each Interest Period” with “,” and inserting the words “and whether such Loan is a Tranche A Revolving Loan, Tranche B Revolving Loan, an Extended Revolving Loan or a Swing Line Loan,” immediately prior to clause (ii) of such subsection. (n) Subsection 2.5 is hereby amended and restated as follows:

Appears in 1 contract

Sources: Revolving Credit Agreement (Servicemaster Co)

Termination or Reduction of Revolving Commitments. (a) Unless previously terminated, The Borrower shall have the right to terminate the Revolving Commitments will terminate on the Revolving Maturity Date. (b) The Borrower mayor, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently time, to reduce the Aggregate amount of the Revolving Commitments; provided provided, that (i) any no such notice termination or reduction of Revolving Commitments shall be received by the Administrative Agent not later than 12:00 Noon five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Revolving Loans made on the effective date thereof, (A) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Outstanding Amount of Letters Extensions of Credit would exceed the Letter of Credit Sublimit, (C) the Outstanding Amount of Negotiated Rate Loans would exceed the Negotiated Rate Sublimit or (D) the Outstanding Amount of all Loans denominated Total Revolving Commitments. Any such reduction shall be in Alternative Currencies exceeds an amount equal to 105% $1,000,000, or a whole multiple thereof, and shall reduce permanently the Revolving Commitments then in effect. The Borrower shall notify the Administrative Agent of the Alternative Currency Sublimit. Each notice of termination shall specify such any election to terminate or reduce the Revolving Commitments under this Section 2.7 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. The Promptly following receipt of any notice, the Administrative Agent will promptly notify shall advise the Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitmentscontents thereof. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. A Each notice delivered by the Borrower pursuant to this Section 2.07 2.7 shall be irrevocable; provided, that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests facilities or other Indebtedness or the receipt of the proceeds from a Dispositionspecified transaction, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments shall be permanent. Each reduction of the Revolving Commitments shall be made ratably among the Revolving Lenders in accordance with their respective Revolving Commitments.

Appears in 1 contract

Sources: Credit Agreement (Vici Properties Inc.)

Termination or Reduction of Revolving Commitments. (a) Unless previously terminated, the Revolving Commitments will terminate on the Revolving Maturity Date. (b) The Borrower mayRepresentative shall have the right, upon not less than one (1) Business Day’s notice (to the extent there are no Revolving Loans outstanding at such time) or not less than three (3) Business Days’ notice (in any other case) to the Administrative Agent, to terminate the Aggregate Revolving CommitmentsCommitments or, or from time to time permanently time, to reduce the Aggregate amount of the Revolving Commitments; provided that (i) if any such notice of termination of the Revolving Commitments indicates that such termination is conditioned upon one or more conditions precedent, such notice of termination may be conditioned on and/or revoked if such conditions precedent are not satisfied and any Eurodollar Loan that was the subject of such notice shall be received continued as an ABR Loan. Any termination or reduction of Revolving Commitments pursuant to this Section 2.9 shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced; provided that if the aggregate Outstanding Amount of Revolving Loans and Swingline Loans at such time is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Initial Borrower shall, to the extent of the balance of such excess, Collateralize outstanding Letters of Credit, in each case, in a manner reasonably satisfactory to the Administrative Agent not later than 12:00 Noon five (5) Business Days prior to the date of termination or reduction, (ii) any Agent. Any such partial reduction shall be in an aggregate amount equal to $1,000,000 or a whole multiple thereof or, if less than $1,000,000, the amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (A) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) or a whole multiple thereof, and shall reduce permanently the Outstanding Amount of Letters of Credit would exceed the Letter of Credit Sublimit, (C) the Outstanding Amount of Negotiated Rate Loans would exceed the Negotiated Rate Sublimit or (D) the Outstanding Amount of all Loans denominated Revolving Commitments then in Alternative Currencies exceeds an amount equal to 105% effect. Each prepayment of the Alternative Currency Sublimit. Each notice Loans under this Section 2.9 (except in the case of termination shall specify such election to terminate and the effective date thereof. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. The amount of any such Aggregate Revolving Commitment reduction shall not be applied Loans that are ABR Loans (to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate extent all Revolving Commitments Loans are not being prepaid) and Swingline Loans) shall be applied accompanied by accrued interest to the Revolving Commitment of each Revolving Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. A notice delivered by prepayment on the Borrower pursuant to this Section 2.07 may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedamount prepaid.

Appears in 1 contract

Sources: Credit Agreement (Emerald Expositions Events, Inc.)

Termination or Reduction of Revolving Commitments. (a) Unless previously terminated, the Revolving Commitments will terminate on the Revolving Maturity Date. (b) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving CommitmentsCommitments to an amount not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C Obligations; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 Noon 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 5 million or any whole multiple of $1,000,000 1 million in excess thereof, thereof and (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (A) reduction of the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Outstanding Amount of Letters of Credit would exceed the Letter of Credit Sublimit, (C) the Outstanding Amount of Negotiated Rate Loans would exceed the Negotiated Rate Sublimit or (D) the Outstanding Amount of all Loans denominated in Alternative Currencies Swing Line Sublimit exceeds an the amount equal to 105% of the Alternative Currency Sublimit. Each notice Revolving Commitments, such sublimit shall be automatically reduced by the amount of termination shall specify such election to terminate and the effective date thereofexcess. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Applicable Percentage. All fees accrued with respect thereto until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. A notice delivered by . (b) If any Lender (i) becomes a Defaulting Lender or (ii) is a Non-Consenting Lender (each such Lender, a “Non-Compliant Lender”), the Borrower pursuant may, with the prior written consent of the Administrative Agent, and notwithstanding any provision of this Agreement requiring pro rata payments to the Lenders, elect to reduce the Commitments by an amount equal to such Non-Compliant Lender’s Revolving Commitment and repay such Non-Compliant Lender an amount equal to the principal amount of all Loans owing to it, all interest and fees accrued for its account through but excluding the date of such repayment, and all other amounts payable to it hereunder, payable in immediately available funds, so long as, after giving effect to the termination of such Non-Compliant Lender’s Revolving Commitments and the repayments described in this Section 2.07 clause (c), any L/C Obligations of such Non-Compliant Lender shall be reallocated among the Lenders that are not Non-Compliant Lenders in accordance with their respective Applicable Percentage, but only to the extent that the sum of the aggregate principal amount of all Revolving Loans made by each such Lender, all Swing Line Loans made by each such Lender and such Lender’s L/C Obligations prior to giving effect to such reallocation plus the L/C Obligations to be reallocated to such Lender does not exceed such Lender’s Applicable Percentage, and with respect to any portion of the L/C Obligations that may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilitiesnot be reallocated, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice may be revoked by the Borrower (by notice shall deliver to the Administrative Agent on Agent, for the benefit of the L/C Issuer, cash collateral or prior other security satisfactory to the specified effective date) if Administrative Agent, with respect any such condition is not satisfiedremaining L/C Obligations.

Appears in 1 contract

Sources: Credit Agreement (Keyw Holding Corp)

Termination or Reduction of Revolving Commitments. On the earlier to occur of (ai) Unless previously terminatedthe date that is six months from the Original Closing Date and (ii) the date of any issuance of the Capital Stock of Global Signal (other than as a result of the exercise of any options or warrants outstanding on the date hereof or any issuance of Capital Stock in connection with the consummation of the Carl Lewis Transaction), the aggregate Net Cash Proceeds of which ▇▇▇▇▇▇ $▇,000,0000, the Borrower shall permanently reduce the Aggregate Revolving Commitments will terminate on Commitments, after giving effect thereto and to any concurrent prepayments hereunder, to an amount not to exceed $15,000,000. Further, the Revolving Maturity Date. (b) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments; provided that (i) any such notice shall be irrevocable and shall be received by the Administrative Agent not later than 12:00 Noon 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 500,000 or any whole multiple of $1,000,000 100,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (A) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Outstanding Amount of Letters of Credit would exceed the Letter of Credit Sublimit, (C) the Outstanding Amount of Negotiated Rate Loans would exceed the Negotiated Rate Sublimit or (D) the Outstanding Amount of all Loans denominated in Alternative Currencies exceeds an amount equal to 105% of the Alternative Currency Sublimit. Each notice of termination shall specify such election to terminate and the effective date thereof. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Applicable Revolving Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. A notice delivered by the Borrower pursuant to this Section 2.07 may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Appears in 1 contract

Sources: Credit Agreement (Global Signal Inc)

Termination or Reduction of Revolving Commitments. (a) Unless previously terminated, the Revolving Commitments will terminate on the Revolving Maturity Date. (b) The Borrower mayRepresentative (on behalf of the Borrowers) shall have the right, upon not less than one Business Day’s notice (to the extent there are no Term Benchmark Loans that are Revolving Loans outstanding at such time) or not less than three (3) Business Days’ notice (in any other case) to the Administrative Agent, to terminate the Aggregate Revolving CommitmentsCommitments or, or from time to time permanently time, to reduce the Aggregate amount of the Revolving Commitments; provided that (i) if any such notice of termination of the Revolving Commitments indicates that such termination is to be conditioned on one or more conditions precedent, such notice of termination may be revoked or automatically terminated if such conditions precedent are not met. Any termination or reduction of Revolving Commitments pursuant to this Section 2.9 shall be received accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced; provided that if the aggregate Outstanding Amount of Revolving Loans and Swingline Loans at such time is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower Representative shall, to the extent of the balance of such excess, Collateralize outstanding Letters of Credit, in each case, in a manner reasonably satisfactory to the Administrative Agent not later than 12:00 Noon five (5) Business Days prior to the date of termination or reduction, (ii) any Agent. Any such partial reduction shall be in an aggregate amount equal to $1,000,000 or a whole multiple thereof or, if less than $1,000,000, the amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (A) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) or a whole multiple thereof, and shall reduce permanently the Outstanding Amount of Letters of Credit would exceed the Letter of Credit Sublimit, (C) the Outstanding Amount of Negotiated Rate Loans would exceed the Negotiated Rate Sublimit or (D) the Outstanding Amount of all Loans denominated Revolving Commitments then in Alternative Currencies exceeds an amount equal to 105% effect. Each prepayment of the Alternative Currency Sublimit. Each notice Loans under this Section 2.9 (except in the case of termination shall specify such election to terminate and the effective date thereof. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. The amount of any such Aggregate Revolving Commitment reduction shall not be applied Loans that are ABR Loans (to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate extent all Revolving Commitments Loans are not being prepaid) and Swingline Loans) shall be applied accompanied by accrued interest to the Revolving Commitment of each Revolving Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. A notice delivered by prepayment on the Borrower pursuant to this Section 2.07 may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedamount prepaid.

Appears in 1 contract

Sources: Incremental and Refinancing Amendment (Powerschool Holdings, Inc.)

Termination or Reduction of Revolving Commitments. (a) Unless previously terminated, the Revolving Commitments will terminate on the Revolving Maturity Date. (b) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, AA-1 Commitments and Aggregate Revolving BB-1 Commitments of any Class or from time to time permanently reduce the Aggregate Revolving such Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 Noon 1:00 p.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. The Borrower shall not terminate or reduce the Aggregate Revolving AA-1 Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (A) the Total Revolving AA-1 Outstandings would exceed the Aggregate Revolving AA-1 Commitments. The Borrower shall not terminate or reduce the Aggregate Revolving BB-1 Commitments if, (B) after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Outstanding Amount of Letters of Credit the Revolving BB-1 Loans would exceed the Aggregate Revolving BB-1 Commitments. If, after giving effect to any reduction of the Aggregate Revolving AA-1 Commitments, the Letter of Credit Sublimit, (C) the Outstanding Amount of Negotiated Rate Loans would exceed the Negotiated Rate Sublimit or (D) the Outstanding Amount of all Loans denominated in Alternative Currencies Swing Line Sublimit exceeds an the amount equal to 105% of the Alternative Currency Sublimit. Each notice Aggregate Revolving AA-1 Commitments, such sublimit shall be automatically reduced by the amount of termination shall specify such election to terminate and the effective date thereofexcess. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving applicable Commitment of each Revolving Lender of the applicable Class according to its Applicable Percentage. All fees accrued with respect thereto until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. A notice delivered by the Borrower pursuant to this Section 2.07 may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or All Commitments existing immediately prior to the specified effective Amendment No. 5 Effective Date shall be terminated on such date) if such condition is not satisfied.

Appears in 1 contract

Sources: Credit Agreement (Lamb Weston Holdings, Inc.)

Termination or Reduction of Revolving Commitments. (a) Unless previously terminated, the Revolving Commitments will terminate on the Revolving Maturity Date. (b) The Parent Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments, in each case, in whole or in part, without penalty; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 Noon five (5) noon three Business Days prior to the date of termination or reductionreduction (it being understood that such notice may state that the termination or reduction of the Aggregate Revolving Commitments is conditioned upon the effectiveness of other credit facilities or the closing of another transaction, the proceeds of which will be used to prepay any outstanding Obligations, in which case such termination or reduction may be conditional upon the effectiveness of such other credit facilities or the closing of such other transaction), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Parent Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (A) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, and (Biv) if, after giving effect to any reduction of the Outstanding Amount of Letters of Credit would exceed Aggregate Revolving Commitments, the Letter of Credit Sublimit, (C) the Outstanding Amount of Negotiated Rate Loans would exceed the Negotiated Rate Sublimit or (D) the Outstanding Amount of all Loans denominated in Alternative Currencies exceeds an amount equal to 105% of the Alternative Currency Sublimit. Each notice Sublimit exceeds the amount of termination the Aggregate Revolving Commitments, such sublimit shall specify be automatically reduced by the amount of such election to terminate and the effective date thereofexcess. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. The amount of any such Aggregate Revolving Commitment Commitments reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Parent Borrower. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Credit Commitment of each Revolving Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. A notice delivered by the Borrower pursuant to this Section 2.07 may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Appears in 1 contract

Sources: Credit Agreement (Kennedy-Wilson Holdings, Inc.)

Termination or Reduction of Revolving Commitments. (a) Unless previously terminated, the Revolving Commitments will terminate on the Revolving Maturity Date. (b) The Borrower mayshall have the right, without penalty or premium, upon not less than three (3) Business Days’ notice to the Administrative Agent, to terminate the Aggregate Revolving CommitmentsCommitments or, or from time to time permanently time, to reduce the Aggregate amount of the Revolving Commitments; provided that (i) any no such notice termination or reduction of the Revolving Commitments shall be received by the Administrative Agent not later than 12:00 Noon five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Revolving Loans and Swingline Loans made on the effective date thereof (which prepayments may be made without penalty or premium other than any amounts owing (if any) pursuant to Section 2.21), the Total Revolving Extensions of Credit then outstanding would exceed the lesser of (A) the Total Revolving Outstandings would exceed the Aggregate Revolving CommitmentsCommitments then in effect, and (B) the Outstanding Amount Borrowing Base then in effect; provided that if such notice indicates that such termination or reduction is conditioned on the occurrence of Letters of Credit would exceed the Letter of Credit Sublimit, (C) the Outstanding Amount of Negotiated Rate Loans would exceed the Negotiated Rate Sublimit or (D) the Outstanding Amount of all Loans denominated a transaction it may be revoked if such transaction is not consummated. Any such reduction shall be in Alternative Currencies exceeds an amount equal to 105% $1,000,000, or a whole multiple thereof (or, if the then Total Revolving Commitments are less than $1,000,000, such lesser amount), and shall reduce permanently the Revolving Commitments then in effect; provided further, if in connection with any such reduction or termination of the Alternative Currency SublimitRevolving Commitments a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing (if any) pursuant to Section 2.21. Each The Borrower shall have the right, without penalty or premium, upon not less than three (3) Business Days’ notice of termination shall specify such election to the Administrative Agent, to terminate and the effective date thereof. The Administrative Agent will promptly notify L/C Commitments or, from time to time, to reduce the Revolving Lenders amount of any the L/C Commitments; provided that no such notice of termination or reduction of the Aggregate Revolving Commitments. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Revolving L/C Commitments shall be applied to permitted if, after giving effect thereto, the Revolving Commitment of each Revolving Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Total L/C Commitments shall be paid on reduced to an amount that would result in the effective date of aggregate L/C Exposure exceeding the Total L/C Commitments (as so reduced). Any such terminationreduction shall be in an amount equal to $1,000,000, or a whole multiple thereof (or, if the then Total L/C Commitments are less than $1,000,000, such lesser amount), and shall reduce permanently the L/C Commitments then in effect. A notice delivered by The Borrower shall have the Borrower right, without penalty or premium other than any amounts owing (if any) pursuant to this Section 2.07 may state that such notice is conditioned 2.21, at any time and from time to time to prepay any Loan in whole or in part, upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice may be revoked by the Borrower not less than three (by 3) Business Days’ notice to the Administrative Agent on or prior to the specified effective date) Agent; provided that if such condition notice indicates that such prepayment is conditioned on the occurrence of a transaction it may be revoked if such transaction is not satisfiedconsummated. Upon receipt of any such notice, the Administrative Agent shall promptly notify each relevant Lender thereof.

Appears in 1 contract

Sources: Credit Agreement (Bill.com Holdings, Inc.)

Termination or Reduction of Revolving Commitments. (a) Unless previously terminated, the Revolving Commitments will terminate on the Revolving Maturity Date. (b) The Borrower Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Revolving Commitments, Commitments or from time to time permanently reduce the Aggregate Revolving Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 Noon 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower Borrowers shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (A) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments. (b) If, (B) after giving effect to any reduction of the Outstanding Amount of Letters of Credit would exceed Aggregate Revolving Commitments, the Letter of Credit Sublimit, (C) the Outstanding Amount of Negotiated Rate Loans would exceed the Negotiated Rate Sublimit or (D) the Outstanding Amount of all Loans denominated in Alternative Currencies Swing Line Sublimit exceeds an the amount equal to 105% of the Alternative Currency Sublimit. Each notice Aggregate Revolving Commitments, such Letter of termination Credit Sublimit or Swing Line Sublimit shall specify be automatically reduced by the amount of such election to terminate and the effective date thereof. excess. (c) The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit or the Aggregate Revolving Commitments under this Section 0. Upon any reduction of the Aggregate Revolving Commitments. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Revolving Commitments shall be applied to , the Revolving Commitment of each Revolving Lender according to its shall be reduced by such Revolving Lender’s Applicable PercentagePercentage of such reduction amount. All fees accrued until If, as a result of such termination or reduction, (i) the effective date Outstanding Amount of any termination L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateral such excess amount, and (B) the Committed Loans or the Swing Line Loans hereunder would exceed the Aggregate Revolving Commitments shall be paid on or the effective date of such termination. A notice delivered by the Borrower pursuant to this Section 2.07 may state that such notice is conditioned upon an eventSwing Line Sublimit, such as the effectiveness of other credit facilitiesapplicable, the receipt of Borrowers shall contemporaneously with such reduction or termination, pay the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case Agent an amount equal to such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedexcess.

Appears in 1 contract

Sources: Credit Agreement (Destination Xl Group, Inc.)

Termination or Reduction of Revolving Commitments. (a) Unless previously terminated, the Revolving Commitments will terminate on the Revolving Maturity Date. (b) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 Noon five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (A) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Outstanding Amount of Letters of Credit would exceed the Letter of Credit Sublimit, (C) the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit, (D) the Outstanding Amount of Negotiated Rate Loans would exceed the Negotiated Rate Sublimit or (DE) the Outstanding Amount of all Loans denominated in Alternative Currencies exceeds an amount equal to 105% of the Alternative Currency Sublimit. Each notice of termination shall specify such election to terminate and the effective date thereof. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. A notice delivered by the Borrower pursuant to this Section 2.07 may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, facilities or the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a DispositionIndebtedness, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Appears in 1 contract

Sources: Credit Agreement (Hcp, Inc.)

Termination or Reduction of Revolving Commitments. (a) Unless previously terminated, the Revolving Commitments will terminate on the Revolving Maturity Date. (b) The Borrower may, upon three Domestic Business Days' notice to the Administrative Agent, terminate the Aggregate Revolving Commitmentsat any time, or proportionately permanently reduce from time to time permanently reduce the Aggregate Revolving Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 Noon five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 100,000 or any whole larger multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (A) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Outstanding Amount of Letters of Credit would exceed the Letter of Credit Sublimit, (C) the Outstanding Amount of Negotiated Rate Loans would exceed the Negotiated Rate Sublimit or (D) the Outstanding Amount of all Loans denominated in Alternative Currencies exceeds an amount equal to 105% unused portions of the Alternative Currency Sublimit. Each notice of termination shall specify such election to terminate and the effective date thereof. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to If the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Revolving Commitments are terminated in their entirety, all accrued commitment fees shall be applied to the Revolving Commitment of each Revolving Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid payable on the effective date of such termination. A notice delivered . (b) The Revolving Commitments shall terminate on the Termination Date, and all Revolving Loans then outstanding and all Letter of Credit Liabilities (in each case, together with accrued interest thereon) shall be due and payable on such date. (c) The Revolving Commitments of all Banks shall be permanently, automatically and ratably reduced immediately upon receipt by the Borrower or any Subsidiary of any proceeds from any Specified Real Estate Sale or the Headquarters Refinancing in an amount equal to (i) after giving effect to such Specified Real Estate Sale or Headquarters Refinancing, the amount, if any, by which the total Net Proceeds received by the Borrower or any Subsidiary subsequent to the Effective Date in respect of Specified Real Estate Sales and the Headquarters Refinancing exceeds $11,000,000, minus (ii) the aggregate amount by which the Revolving Commitments have been previously reduced pursuant to this Section 2.07 may state that such notice is conditioned upon an event, such as 2.09(c). (d) If at any time the effectiveness Borrower or any Subsidiary shall receive any proceeds from (i) any Disposition of any Real Estate Investment or any other credit facilities, the receipt real property of the Borrower or any Subsidiary (including without limitation any proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice may be revoked received by the Borrower or any Subsidiary as consideration for the granting of any right or option providing for a Disposition but excluding (A) operating receipts from Real Estate Investments and (B) any proceeds received by notice the Borrower or any Subsidiary from (I) any Specified Real Estate Sales or (II) the Headquarters Refinancing); or (ii) any Disposition of any Other Assets (including, without limitation any proceeds received by the Borrower or any Subsidiary as consideration for the granting of any right or option providing for a Disposition but excluding (A) payments in the ordinary course on construction contracts, (B) operating receipts from Real Estate Investments, (C) liability insurance proceeds, (D) income of not more than $100,000 earned from Temporary Cash Investments during any fiscal year and (E) in-kind proceeds resulting from trade-ins or other Dispositions of obsolete or surplus equipment), then the Revolving Commitments shall be permanently, automatically and ratably reduced in an amount equal to the Administrative Agent amount, if any, by which 100% of the Net Proceeds realized by the Borrower or any Subsidiary in respect of such Disposition exceeds the aggregate amount of Term Loans required to be prepaid in respect of such Disposition pursuant to Section 2.10(b) hereof; provided that no such reduction shall be required pursuant to clause 2.09(d)(ii) unless and until the aggregate amount of Net Proceeds from all Dispositions of Other Assets after the Effective Date and not previously applied to reduce the Revolving Commitments pursuant to clause 2.09(d)(ii) shall equal or exceed $125,000 or any higher integral multiple of $125,000, at which time the Revolving Commitments shall be reduced in amount equal to $125,000 or such higher integral multiple of $125,000, as the case may be. (e) On each day on which the Revolving Commitments are reduced pursuant to this Section 2.09, the Borrower shall repay such principal amount (together with accrued interest thereon) of each Bank's outstanding Revolving Loans as may be necessary so that after such repayment, the aggregate unpaid principal amount of each Bank's Revolving Loans plus such Bank's LC Exposure does not exceed the amount of such Bank's Revolving Commitment after giving effect to such reduction. In the event that the aggregate amount of the Revolving Commitments is reduced to an amount less than the aggregate amount of Letter of Credit Liabilities at such time in respect of all Letters of Credit, the Borrower hereby agrees that it shall forthwith, without any demand or prior taking of any other action by the Required Banks or the Agent, pay to the specified effective date) if such condition is not satisfiedAgent an amount in immediately available funds equal to the difference to be held as security for the Letter of Credit Liabilities for the benefit of all Banks pursuant to arrangements satisfactory to the Agent and the Banks.

Appears in 1 contract

Sources: Exchange Agreement (Perini Corp)

Termination or Reduction of Revolving Commitments. (a) Unless previously terminated, the Revolving Commitments will terminate on the Revolving Maturity Date. (b) The Borrower Company may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, A-2 Commitments and Aggregate Revolving B-2 Commitments of any Class or from time to time permanently reduce the Aggregate Revolving such Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 Noon 1:00 p.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) any such notice may be conditioned on the Borrower effectiveness of other financing arrangements or one or more other transactions. The Company shall not terminate or reduce the Aggregate Revolving A-2 Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (A) the Total Revolving A-2 Outstandings would exceed the Aggregate Revolving A- 2 Commitments. The Company shall not terminate or reduce the Aggregate Revolving B-2 Commitments if, (B) after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Outstanding Amount of Letters of Credit the Revolving B-2 Loans would exceed the Aggregate Revolving B-2 Commitments. If, after giving effect to any reduction of the Aggregate Revolving A-2 Commitments, the Letter of Credit Sublimit, (C) the Outstanding Amount of Negotiated Rate Loans would exceed the Negotiated Rate Sublimit or (D) the Outstanding Amount of all Loans denominated in Alternative Currencies Swing Line Sublimit exceeds an the amount equal to 105% of the Alternative Currency Sublimit. Each notice Aggregate Revolving A-2 Commitments, such sublimit shall be automatically reduced by the amount of termination shall specify such election to terminate and the effective date thereofexcess. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving applicable Commitment of each Revolving Lender of the applicable Class according to its Applicable Percentage. All fees accrued with respect thereto until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. A notice delivered by the Borrower pursuant to this Section 2.07 may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or All Commitments existing immediately prior to the specified effective Restatement Effective Date shall be terminated on such date) if such condition is not satisfied.

Appears in 1 contract

Sources: Credit Agreement (Lamb Weston Holdings, Inc.)

Termination or Reduction of Revolving Commitments. (a) Unless previously terminated, the Revolving Commitments will terminate on the Revolving Maturity Date. (b) The Borrower mayshall have the right, upon not less than three (3) Business Days’ notice to the Administrative Agent, to terminate the Aggregate Revolving CommitmentsCommitments or, or from time to time permanently time, to reduce the Aggregate amount of the Revolving Commitments; provided that (i) any no such notice termination or reduction of the Revolving Commitments shall be received by the Administrative Agent not later than 12:00 Noon five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Revolving Loans and Swingline Loans made on the effective date thereof, the aggregate amount of (Ax) the Total Revolving Outstandings would exceed Extensions of Credit exceeds the Aggregate amount of the Total Revolving CommitmentsCommitments then in effect, or (By) the Outstanding Amount Total Revolving Extensions of Credit (other than the aggregate undrawn amount of all outstanding Letters of Credit would exceed Credit) exceeds the Letter amount of Credit Sublimit, (C) the Outstanding Amount of Negotiated Rate Loans would exceed the Negotiated Rate Sublimit or (D) the Outstanding Amount of all Loans denominated Borrowing Base then in Alternative Currencies exceeds effect. Any such reduction shall be in an amount equal to 105% $1,000,000 (or, if the then Total Revolving Commitments are less than such amount, such lesser amount), or a whole multiple thereof, and shall reduce permanently the Revolving Commitments then in effect; provided that, if in connection with any such reduction or termination of the Alternative Currency SublimitTotal Revolving Commitments a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.27. Each The Borrower shall have the right, upon not less than three (3) Business Days’ notice of termination shall specify such election to the Administrative Agent, to terminate and the effective date thereof. The Administrative Agent will promptly notify L/C Commitments or, from time to time, to reduce the Revolving Lenders amount of any the L/C Commitments; provided that no such notice of termination or reduction of the Aggregate Revolving Commitments. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Revolving L/C Commitments shall be applied to permitted if, after giving effect thereto, the Revolving Commitment of each Revolving Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Total L/C Commitments shall be paid on reduced to an amount that would result in the effective date of aggregate L/C Exposure exceeding the Total L/C Commitments (as so reduced). Any such termination. A notice delivered by reduction shall be in an amount equal to $1,000,000 (or, if the Borrower pursuant to this Section 2.07 may state that then Total L/C Commitments are less than such notice is conditioned upon an eventamount, such as lesser amount), or a whole multiple thereof, and shall reduce permanently the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, L/C Commitments then in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedeffect.

Appears in 1 contract

Sources: Credit Agreement (K2m Group Holdings, Inc.)

Termination or Reduction of Revolving Commitments. (a) Unless previously terminated, the Revolving Commitments will terminate on the Revolving Maturity Date. (b) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 Noon five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (A) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Outstanding Amount of Letters of Credit would exceed the Letter of Credit Sublimit, (C) the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit, (D) the Outstanding Amount of Negotiated Rate Loans would exceed the Negotiated Rate Sublimit or (DE) the Outstanding Amount of all Loans denominated in Alternative Currencies exceeds an amount equal to 105% of the Alternative Currency Sublimit. Each notice of termination shall specify such election to terminate and the effective date thereof. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. A notice delivered by the Borrower pursuant to this Section 2.07 may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Appears in 1 contract

Sources: Credit Agreement (Hcp, Inc.)

Termination or Reduction of Revolving Commitments. (a) Unless previously terminated, the Revolving Commitments will terminate on the Revolving Maturity Date. (b) The Borrower Borrowers may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments; provided that the Revolving Commitments may not be reduced below $200,000,000 (except in connection with a termination of the Revolving Commitments and payment in full of the Obligations thereunder) without the consent of the Administrative Agent and the Syndication Agent; and, provided further (i) any such notice shall be received by the Administrative Agent not later than 12:00 Noon 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower Borrowers shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (A) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, and (Biv) if, after giving effect to any reduction of the Outstanding Amount of Letters of Credit would exceed Revolving Commitments, the Letter of Credit Sublimit, (C) the Outstanding Amount of Negotiated Rate Loans would exceed the Negotiated Rate Sublimit or (D) the Outstanding Amount of all Loans denominated in Alternative Currencies Swing Line Sublimit exceeds an the amount equal to 105% of the Alternative Currency Sublimit. Each notice Revolving Commitments, such Sublimit shall be automatically reduced by the amount of termination shall specify such election to terminate and the effective date thereofexcess. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Applicable Percentage. All fees accrued pursuant to Section 2.09(a) until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. A notice delivered by the Borrower pursuant to this Section 2.07 may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Appears in 1 contract

Sources: Senior Secured Credit Agreement (Apartment Investment & Management Co)

Termination or Reduction of Revolving Commitments. (a) Unless previously terminated, The Parent Borrower shall have the Revolving Commitments will terminate on the Revolving Maturity Date. (b) The Borrower mayright, upon not less than three Business Days’ (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) notice to the Administrative AgentAgent (which will promptly notify the Lenders thereof), to terminate the Aggregate Tranche B-1 Revolving Commitments, Incremental Revolving Commitments of any Tranche, the Extended Revolving Commitments of any Tranche or the Specified Refinancing Revolving Commitments of any Tranche or, from time to time permanently time, to reduce the Aggregate amount of Tranche B-1 Revolving Commitments, Incremental Revolving Commitments of any Tranche, Extended Revolving Commitments of any Tranche or Specified Refinancing Revolving Commitments of any Tranche; provided that (i) any no such notice shall be received by the Administrative Agent not later than 12:00 Noon five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunder, (A) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Outstanding Amount of Letters of Credit would exceed the Letter of Credit Sublimit, (C) the Outstanding Amount of Negotiated Rate Loans would exceed the Negotiated Rate Sublimit or (D) the Outstanding Amount of all Loans denominated in Alternative Currencies exceeds an amount equal to 105% of the Alternative Currency Sublimit. Each notice of termination shall specify such election to terminate Revolving Loans and Swing Line Loans made on the effective date thereof. The Administrative Agent will promptly notify , the Dollar Equivalent of the aggregate principal amount of the Revolving Lenders Loans and Swing Line Loans then outstanding, when added to the sum of the then outstanding L/C Obligations, would exceed the Revolving Commitments then in effect and provided, further, that notwithstanding anything to the contrary in this Agreement, the Parent Borrower may condition such notice upon the occurrence or non-occurrence of any such notice of termination or reduction of the Aggregate Revolving Commitments. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise event specified by the Borrower. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. A notice delivered by the Borrower pursuant to this Section 2.07 may state that such notice is conditioned upon an event, such as therein (including the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition), in which case such notice may be revoked by the Parent Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any such reduction shall be in an amount equal to $5.0 million or a whole multiple of $1.0 million in excess thereof and shall reduce permanently the applicable Revolving Commitments then in effect.

Appears in 1 contract

Sources: Credit Agreement (Hertz Global Holdings, Inc)

Termination or Reduction of Revolving Commitments. (a) Unless previously terminated, the Revolving Commitments will terminate on the Revolving Maturity Date. (b) The Borrower mayshall have the right, upon not less than five Business Days' notice to the Administrative Agent, to terminate the Aggregate Revolving CommitmentsCommitments or, or from time to time permanently time, to reduce the amount of the unused Aggregate Revolving Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 Noon five (5) Business Days prior to the date of termination or reduction, (ii) any . Any such partial reduction shall be in an aggregate amount of equal to $5,000,000 1,000,000 or any a whole multiple of $1,000,000 in excess thereof, (iii) the Borrower thereof and shall not terminate or reduce permanently the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (A) then in effect. If the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Outstanding Amount of Letters of Credit would exceed the Letter of Credit Sublimit, (C) the Outstanding Amount of Negotiated Rate Loans would exceed the Negotiated Rate Sublimit or (D) the Outstanding Amount of all Loans denominated in Alternative Currencies exceeds an aggregate principal amount equal to 105% of the Alternative Currency Sublimit. Each notice of termination shall specify such election to terminate and Revolving Loans outstanding on the effective date thereof. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of exceeds the Aggregate Revolving Commitments. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Revolving Commitments after giving effect to such reduction, the Borrower shall be applied prepay the Revolving Loans on the date on which such reduction becomes effective, by an amount equal to the Revolving Commitment amount of each Revolving Lender according to its Applicable Percentagesuch excess. All fees accrued until the effective date of any Any such termination of the Aggregate Revolving Commitments shall be accompanied by prepayment in full of the Revolving Loans then outstanding. (b) Interest accrued on the amount of any partial prepayment pursuant to this Section 2.6 to the date of such partial prepayment shall be paid on the effective date of such partial prepayment. In the case of the termination of the Aggregate Revolving Commitments, interest accrued on the amount of the prepayment relating thereto and any unpaid Commitment Fees accrued hereunder shall be paid by the Borrower on the date of such termination. A notice delivered by the Borrower Prepayments made pursuant to this Section 2.07 may state 2.6 shall be accompanied by amounts payable pursuant to Section 3.5, if any, that are attributable to such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedprepayments.

Appears in 1 contract

Sources: Credit Agreement (Special Metals Corp)

Termination or Reduction of Revolving Commitments. (a) Unless previously terminated, the Revolving Commitments will terminate on the Revolving Maturity Date. (b) The Borrower Borrowers may, upon written notice to the Administrative Agent, terminate the Aggregate Revolving unused Commitments, or from time to time permanently reduce the Aggregate Revolving unused Commitments, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 Noon at least five (5) Business Days days prior to the date of termination or reduction, reduction and (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof or, if less, the entire amount thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, . If after giving effect thereto and to any concurrent prepayments hereunderreduction or termination of Commitments under this Section 2.04, (A) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Outstanding Amount of Letters of Credit would exceed the Letter of Credit Sublimit, (C) the Outstanding Amount of Negotiated Rate Loans would exceed Alternate Currency Sublimit, the Negotiated Rate Designated Borrower Sublimit, the Swingline Sublimit or (D) the Outstanding Amount Alternate Currency LC Sublimit exceeds the Aggregate Commitments at such time, the Letter of all Loans denominated in Alternative Currencies exceeds an amount equal to 105% of Credit Sublimit, the Alternative Alternate Currency Sublimit. Each notice , the Designated Borrower Sublimit, the Swingline Sublimit or the Alternate Currency LC Sublimit, as the case may be, shall be automatically reduced by the amount of termination shall specify such election to terminate and the effective date thereofexcess. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, the Swingline Sublimit, the Alternate Currency Sublimit, the Designated Borrower Sublimit, the Alternate Currency LC Sublimit or the Aggregate Revolving CommitmentsCommitments under this Section 2.04. The amount of any such reduction of the Aggregate Revolving Commitment reduction Commitments shall not be applied to the Alternative Alternate Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the BorrowerCompany. Any Upon any reduction of the Aggregate Revolving Commitments shall be applied to Commitments, the Revolving Commitment of each Revolving Lender according to its Applicable Percentageshall be reduced by such Lender’s Pro Rata Share of such reduction amount. All fees in respect of the Credit Facility accrued until the effective date of any termination of the Aggregate Revolving Commitments Credit Facility shall be paid on the effective date of such termination. A notice delivered by the Borrower pursuant to this Section 2.07 may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Appears in 1 contract

Sources: Credit Agreement (Cra International, Inc.)

Termination or Reduction of Revolving Commitments. (a) Unless previously terminated, the Revolving Commitments will terminate on the Revolving Maturity Date. (b) The Borrower mayshall have the right, without penalty or premium, upon not less than three (3) Business Days’ notice to the Administrative Agent, to terminate the Aggregate Revolving CommitmentsCommitments or, or from time to time permanently time, to reduce the Aggregate amount of the Revolving Commitments; provided that (i) any no such notice termination or reduction of the Revolving Commitments shall be received by the Administrative Agent not later than 12:00 Noon five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Revolving Loans and Swingline Loans made on the effective date thereof (which prepayments may be made without penalty or premium other than any amounts owing (if any) pursuant to Section 2.16), (A) the Total Revolving Outstandings Extensions of Credit then outstanding would exceed the Aggregate Total Revolving Commitments, (B) Commitments then in effect; provided that if such notice indicates that such termination or reduction is conditioned on the Outstanding Amount occurrence of Letters of Credit would exceed the Letter of Credit Sublimit, (C) the Outstanding Amount of Negotiated Rate Loans would exceed the Negotiated Rate Sublimit or (D) the Outstanding Amount of all Loans denominated a transaction it may be revoked if such transaction is not consummated. Any such reduction shall be in Alternative Currencies exceeds an amount equal to 105% $1,000,000, or a whole multiple of $500,000 in excess thereof (or, if the then Total Revolving Commitments are less than $1,000,000, or such excess is a lesser multiple, such lesser amount), and shall reduce permanently the Revolving Commitments then in effect; provided further, if in connection with any such reduction or termination of the Alternative Currency SublimitRevolving Commitments a SOFR Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing (if any) pursuant to Section 2.16. Each The Borrower shall have the right, without penalty or premium, upon not less than three (3) U.S. Government Securities Business Days’ notice of termination shall specify such election to the Administrative Agent, to terminate and the effective date thereof. The Administrative Agent will promptly notify L/C Commitments or, from time to time, to reduce the Revolving Lenders amount of any the L/C Commitments; provided that no such notice of termination or reduction of the Aggregate Revolving Commitments. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Revolving L/C Commitments shall be applied to permitted if, after giving effect thereto, the Revolving Commitment of each Revolving Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Total L/C Commitments shall be paid on reduced to an amount that would result in the effective date aggregate L/C Exposure exceeding the Total L/C Commitments (as so reduced). Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple of $500,000 in excess thereof (or, if the then Total L/C Commitments are less than $1,000,000, or such terminationexcess is a lesser multiple, such lesser amount), and shall reduce permanently the L/C Commitments then in effect. A notice delivered by The Borrower shall have the Borrower right, without penalty or premium other than any amounts owing (if any) pursuant to this Section 2.07 may state that such notice is conditioned 2.16, at any time and from time to time to prepay any Loan in whole or in part, upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice may be revoked by the Borrower not less than three (by 3) U.S. Government Securities Business Days’ notice to the Administrative Agent on or prior to the specified effective date) Agent; provided that if such condition notice indicates that such prepayment is conditioned on the occurrence of a transaction it may be revoked if such transaction is not satisfiedconsummated. Upon receipt of any such notice, the Administrative Agent shall promptly notify each relevant Lender thereof.

Appears in 1 contract

Sources: Senior Secured Revolving Credit Agreement (Pagaya Technologies Ltd.)

Termination or Reduction of Revolving Commitments. (a) Unless previously terminated, the Revolving Commitments will terminate on the Revolving Maturity Date. (b) The Borrower mayshall have the right, without penalty or premium, upon not less than three (3) Business Days’ notice to the Administrative Agent, to terminate the Aggregate Revolving CommitmentsCommitments or, or from time to time permanently time, to reduce the Aggregate amount of the Revolving Commitments; provided that (i) any no such notice termination or reduction of the Revolving Commitments shall be received by the Administrative Agent not later than 12:00 Noon five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Revolving Loans and Swingline Loans made on the effective date thereof (which prepayments may be made without penalty or premium other than any amounts owing (if any) pursuant to Section 2.18), (A) the Total Revolving Outstandings Extensions of Credit then outstanding would exceed the Aggregate Total Revolving Commitments, (B) Commitments then in effect; provided that if such notice indicates that such termination or reduction is conditioned on the Outstanding Amount occurrence of Letters of Credit would exceed the Letter of Credit Sublimit, (C) the Outstanding Amount of Negotiated Rate Loans would exceed the Negotiated Rate Sublimit or (D) the Outstanding Amount of all Loans denominated a transaction it may be revoked if such transaction is not consummated. Any such reduction shall be in Alternative Currencies exceeds an amount equal to 105% $1,000,000, or a whole multiple of $500,000 in excess thereof (or, if the then Total Revolving Commitments are less than $1,000,000, or such excess is a lesser multiple, such lesser amount), and shall reduce permanently the Revolving Commitments then in effect; provided further, if in connection with any such reduction or termination of the Alternative Currency SublimitRevolving Commitments a SOFR Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing (if any) pursuant to Section 2.18. Each The Borrower shall have the right, without penalty or premium, upon not less than three (3) U.S. Government Securities Business Days’ notice of termination shall specify such election to the Administrative Agent, to terminate and the effective date thereof. The Administrative Agent will promptly notify L/C Commitments or, from time to time, to reduce the Revolving Lenders amount of any the L/C Commitments; provided that no such notice of termination or reduction of the Aggregate Revolving Commitments. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Revolving L/C Commitments shall be applied to permitted if, after giving effect thereto, the Revolving Commitment of each Revolving Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Total L/C Commitments shall be paid on reduced to an amount that would result in the effective date aggregate L/C Exposure exceeding the Total L/C Commitments (as so reduced). Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple of $500,000 in excess thereof (or, if the then Total L/C Commitments are less than $1,000,000, or such termination. A notice delivered by the Borrower pursuant to this Section 2.07 may state that such notice excess is conditioned upon an eventa lesser multiple, such as lesser amount), and shall reduce permanently the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, L/C Commitments then in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.effect. 65 #97570842v91

Appears in 1 contract

Sources: Credit Agreement (Pagaya Technologies Ltd.)

Termination or Reduction of Revolving Commitments. (a) Unless previously terminated, The Parent Borrower shall have the Revolving Commitments will terminate on the Revolving Maturity Date. (b) The Borrower mayright, upon not less than three Business Days’ (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) notice to the Administrative AgentAgent (which will promptly notify the Lenders thereof), to terminate the Aggregate Tranche B-1 Revolving Commitments, Incremental Revolving Commitments of any Tranche, the Extended Revolving Commitments of any Tranche or the Specified Refinancing Revolving Commitments of any Tranche or, from time to time permanently time, to reduce the Aggregate amount of Tranche B-1 Revolving Commitments, Incremental Revolving Commitments of any Tranche, Extended Revolving Commitments of any Tranche or Specified Refinancing Revolving Commitments of any Tranche; provided that (i) any no such notice shall be received by the Administrative Agent not later than 12:00 Noon five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunder, (A) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Outstanding Amount of Letters of Credit would exceed the Letter of Credit Sublimit, (C) the Outstanding Amount of Negotiated Rate Loans would exceed the Negotiated Rate Sublimit or (D) the Outstanding Amount of all Loans denominated in Alternative Currencies exceeds an amount equal to 105% of the Alternative Currency Sublimit. Each notice of termination shall specify such election to terminate Revolving Loans and Swing Line Loans made on the effective date thereof. The Administrative Agent will promptly notify , the Dollar Equivalent of the aggregate principal amount of the Revolving Lenders Loans and Swing Line Loans then outstanding, when added to the sum of the then outstanding L/C Obligations, would exceed the Revolving Commitments then in effect and provided, further, that notwithstanding anything to the contrary in this Agreement, the Parent Borrower may condition such notice upon the occurrence or non- occurrence of any such notice of termination or reduction of the Aggregate Revolving Commitments. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise event specified by the Borrower. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. A notice delivered by the Borrower pursuant to this Section 2.07 may state that such notice is conditioned upon an event, such as therein (including the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition), in which case such notice may be revoked by the Parent Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any such reduction shall be in an amount equal to $5.0 million or a whole multiple of $1.0 million in excess thereof and shall reduce permanently the applicable Revolving Commitments then in effect.

Appears in 1 contract

Sources: Credit Agreement

Termination or Reduction of Revolving Commitments. (a) Unless previously terminated, the Revolving Commitments will terminate on the Revolving Maturity Date. (b) The Borrower may, upon written notice (or telephonic notice promptly confirmed in writing) (an “Optional Termination/Reduction Notice”) to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments; provided that (i) any such notice Optional Termination/Reduction Notice shall be received by the Administrative Agent not later than 12:00 Noon 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (A) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, and (Biv) if, after giving effect to any reduction of the Outstanding Amount of Letters of Credit would exceed Aggregate Revolving Commitments, the Letter of Credit Sublimit, (C) Sublimit exceeds the Outstanding Amount of Negotiated Rate Loans would exceed the Negotiated Rate Sublimit or (D) the Outstanding Amount of all Loans denominated in Alternative Currencies exceeds an amount equal to 105% of the Alternative Currency SublimitAggregate Revolving Commitments, such Letter of Credit Sublimit shall be automatically reduced by the amount of such excess. Each Optional Termination/Reduction Notice shall be irrevocable; provided, however, that any such Optional Termination/Reduction Notice may state that such Optional Termination/Reduction Notice is conditioned upon the effectiveness of other credit facilities or acquisitions or the receipt of net proceeds from the issuance of Equity Interests or incurrence of Indebtedness by the Borrower, in which case, such Optional Termination/Reduction Notice may be revoked by the Borrower giving written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent on or prior to the date for prepayment specified in such Optional Termination/Reduction Notice if such condition is not satisfied (and for the avoidance of termination doubt, the Borrower shall specify such election remain obligated pursuant to terminate and the effective date terms of this Agreement for any cost, expense or loss (including those arising under Section 10.04) incurred by the Administrative Agent, any Lender, L/C Issuer or other Person in connection with any Optional Termination/Reduction Notice or revocation thereof). The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. A notice delivered by the Borrower pursuant to this Section 2.07 may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Appears in 1 contract

Sources: Credit Agreement (Equinix Inc)

Termination or Reduction of Revolving Commitments. (a) Unless previously terminated, The Canadian Borrower shall have the Revolving Commitments will terminate on the Revolving Maturity Date. (b) The Borrower mayright, upon not less than three Business Days’ notice to the Administrative Agent, to terminate the Aggregate Canadian Borrower Revolving CommitmentsCommitments or, or from time to time permanently time, to reduce the Aggregate amount of the Canadian Borrower Revolving Commitments; provided that (i) any no such notice termination or reduction of Canadian Borrower Revolving Commitments shall be received by the Administrative Agent not later than 12:00 Noon five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Canadian Borrower Revolving Loans made on the effective date thereof, (A) the Total Canadian Borrower Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Outstanding Amount of Letters Extensions of Credit would exceed the Letter of Credit Sublimit, (C) the Outstanding Amount of Negotiated Rate Loans would exceed the Negotiated Rate Sublimit or (D) the Outstanding Amount of all Loans denominated Total Canadian Borrower Revolving Commitments. Any such reduction shall be in Alternative Currencies exceeds an amount equal to 105% of $1,000,000, or a whole multiple thereof, and shall reduce permanently the Alternative Currency Sublimit. Each notice of termination shall specify such election to terminate Canadian Borrower Revolving Commitments then in effect; and the effective date thereof. The Administrative Agent will promptly notify the Revolving Lenders of provided, further, that if any such notice of termination of the Canadian Borrower Revolving Commitments indicates that such termination is to be made in connection with a refinancing of the Facilities, such notice of termination may be revoked if such refinancing is not consummated. (b) The US Borrower shall have the right, upon not less than three Business Days’ notice to the Administrative Agent, to terminate the US Borrower Revolving Commitments or, from time to time, to reduce the amount of the US Borrower Revolving Commitments; provided that no such termination or reduction of the Aggregate Revolving Commitments. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate US Borrower Revolving Commitments shall be applied permitted if, after giving effect thereto and to the Revolving Commitment of each Revolving Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination prepayments of the Aggregate US Borrower Revolving Commitments shall be paid Loans and Swingline Loans made on the effective date thereof, the Total US Borrower Revolving Extensions of Credit would exceed the Total US Borrower Revolving Commitments. Any such termination. A reduction shall be in an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the US Borrower Revolving Commitments then in effect; and provided, further, that if any such notice delivered by of termination of the US Borrower pursuant to this Section 2.07 may state Revolving Commitments indicates that such notice termination is conditioned upon an eventto be made in connection with a refinancing of the Facilities, such as the effectiveness notice of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice termination may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition refinancing is not satisfiedconsummated.

Appears in 1 contract

Sources: Credit Agreement (Dollar Financial Corp)

Termination or Reduction of Revolving Commitments. (a) Unless previously terminated, the Revolving Commitments will terminate on the Revolving Maturity Date. (b) The Borrower mayRepresentative shall have the right, upon not less than one (1) Business Day’s notice (to the extent there are no Revolving Loans outstanding at such time) or not less than three (3) Business Days’ notice (in any other case) to the Administrative Agent, to terminate the Aggregate Revolving CommitmentsCommitments or, or from time to time permanently time, to reduce the Aggregate amount of the Revolving Commitments; provided that (i) if any such notice of termination of the Revolving Commitments indicates that such termination is conditioned upon one or more conditions precedent, such notice of termination may be conditioned on and/or revoked if such conditions precedent are not satisfied and any Term SOFR Loan that was the subject of such notice shall be received continued as an ABR Loan. Any termination or reduction of Revolving Commitments pursuant to this Section 2.9 shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced; provided that if the aggregate Outstanding Amount of Revolving Loans and Swingline Loans at such time is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Initial Borrower shall, to the extent of the balance of such excess, Collateralize outstanding Letters of Credit, in each case, in a manner reasonably satisfactory to the Administrative Agent not later than 12:00 Noon five (5) Business Days prior to the date of termination or reduction, (ii) any Agent. Any such partial reduction shall be in an aggregate amount equal to $1,000,000 or a whole multiple thereof or, if less than $1,000,000, the amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (A) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) or a whole multiple thereof, and shall reduce permanently the Outstanding Amount of Letters of Credit would exceed the Letter of Credit Sublimit, (C) the Outstanding Amount of Negotiated Rate Loans would exceed the Negotiated Rate Sublimit or (D) the Outstanding Amount of all Loans denominated Revolving Commitments then in Alternative Currencies exceeds an amount equal to 105% effect. Each prepayment of the Alternative Currency Sublimit. Each notice Loans under this Section 2.9 (except in the case of termination shall specify such election to terminate and the effective date thereof. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. The amount of any such Aggregate Revolving Commitment reduction shall not be applied Loans that are ABR Loans (to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate extent all Revolving Commitments Loans are not being prepaid) and Swingline Loans) shall be applied accompanied by accrued interest to the Revolving Commitment of each Revolving Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. A notice delivered by prepayment on the Borrower pursuant to this Section 2.07 may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedamount prepaid.

Appears in 1 contract

Sources: Credit Agreement (Emerald Holding, Inc.)

Termination or Reduction of Revolving Commitments. (a) Unless previously terminated, the Revolving Commitments will terminate on the Revolving Maturity Date. (b) The Borrower Borrowers may, upon written notice to the Administrative Agent, terminate the Aggregate Revolving unused Commitments, or from time to time permanently reduce the Aggregate Revolving unused Commitments, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 Noon at least five (5) Business Days days prior to the date of termination or reduction, reduction and (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof or, if less, the entire amount thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, . If after giving effect thereto and to any concurrent prepayments hereunderreduction or termination of Commitments under this Section 2.04, (A) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Outstanding Amount of Letters of Credit would exceed the Letter of Credit Sublimit, (C) the Outstanding Amount of Negotiated Rate Loans would exceed Alternate Currency Sublimit, the Negotiated Rate UK Borrower Sublimit, the Swingline Sublimit or (D) the Outstanding Amount Alternate Currency LC Sublimit exceeds the Aggregate Commitments at such time, the Letter of all Loans denominated in Alternative Currencies exceeds an amount equal to 105% of Credit Sublimit, the Alternative Alternate Currency Sublimit. Each notice , the UK Borrower Sublimit, the Swingline Sublimit or the Alternate Currency LC Sublimit, as the case may be, shall be automatically reduced by the amount of termination shall specify such election to terminate and the effective date thereofexcess. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, the Swingline Sublimit, the Alternate Currency Sublimit, the UK Borrower Sublimit, the Alternate Currency LC Sublimit or the Aggregate Revolving CommitmentsCommitments under this Section 2.04. The amount of any such reduction of the Aggregate Revolving Commitment reduction Commitments shall not be applied to the Alternative Alternate Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the BorrowerCompany. Any Upon any reduction of the Aggregate Revolving Commitments shall be applied to Commitments, the Revolving Commitment of each Revolving Lender according to its Applicable Percentageshall be reduced by such Lender’s Pro Rata Share of such reduction amount. All fees in respect of the Credit Facility accrued until the effective date of any termination of the Aggregate Revolving Commitments Credit Facility shall be paid on the effective date of such termination. A notice delivered by the Borrower pursuant to this Section 2.07 may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Appears in 1 contract

Sources: Credit Agreement (Cra International, Inc.)

Termination or Reduction of Revolving Commitments. (a) Unless previously terminated, the Revolving Commitments will terminate on the Revolving Maturity Date. (b) The Borrower Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Revolving Commitments, Commitments or from time to time permanently reduce the Aggregate Revolving Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 Noon 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower Borrowers shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (A) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments. (b) If, (B) after giving effect to any reduction of the Outstanding Amount of Letters of Credit would exceed Aggregate Revolving Commitments, the Letter of Credit Sublimit, (C) the Outstanding Amount of Negotiated Rate Loans would exceed the Negotiated Rate Sublimit or (D) the Outstanding Amount of all Loans denominated in Alternative Currencies Swing Line Sublimit exceeds an the amount equal to 105% of the Alternative Currency Sublimit. Each notice Aggregate Revolving Commitments, such Letter of termination Credit Sublimit or Swing Line Sublimit shall specify be automatically reduced by the amount of such election to terminate and the effective date thereof. excess. (c) The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit or the Aggregate Revolving Commitments under this Section 2.06. Upon any reduction of the Aggregate Revolving Commitments. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Revolving Commitments shall be applied to , the Revolving Commitment of each Revolving Lender according to its shall be reduced by such Revolving Lender’s Applicable PercentagePercentage of such reduction amount. All fees accrued until If, as a result of such termination or reduction, (i) the effective date Outstanding Amount of any termination L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateral such excess amount, and (B) the Committed Loans or the Swing Line Loans hereunder would exceed the Aggregate Revolving Commitments shall be paid on or the effective date of such termination. A notice delivered by the Borrower pursuant to this Section 2.07 may state that such notice is conditioned upon an eventSwing Line Sublimit, such as the effectiveness of other credit facilitiesapplicable, the receipt of Borrowers shall contemporaneously with such reduction or termination, pay the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case Agent an amount equal to such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedexcess.

Appears in 1 contract

Sources: Credit Agreement (Destination Xl Group, Inc.)

Termination or Reduction of Revolving Commitments. (a) Unless previously terminated, the Revolving Commitments will terminate on the Revolving Maturity Date. (b) The Borrower mayshall have the right, upon not less than two Business Days’ notice to the Administrative Agent, to terminate the Aggregate Revolving CommitmentsCommitments or, or from time to time permanently time, to reduce the Aggregate amount of the Revolving Commitments; provided that (i) any no such notice termination or reduction of such Revolving Commitments shall be received by the Administrative Agent not later than 12:00 Noon five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Revolving Loans made on the effective date thereof, (A) the Total total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Outstanding Amount of Letters Extensions of Credit would exceed the Letter of Credit Sublimit, (C) the Outstanding Amount of Negotiated Rate Loans would exceed the Negotiated Rate Sublimit or (D) the Outstanding Amount of all Loans denominated total Revolving Commitments. Any such partial reduction shall be in Alternative Currencies exceeds an amount equal to 105% of the Alternative Currency Sublimit. Each notice of termination $1,000,000, or a whole multiple thereof, and shall specify such election to terminate and the effective date thereof. The Administrative Agent will promptly notify reduce permanently the Revolving Lenders of Commitments then in effect. (b) If any such notice of termination or reduction of the Aggregate Revolving Commitments. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Specified Refinancing Revolving Commitments shall be applied incurred, the other Revolving Tranches shall be automatically permanently reduced by an amount equal to 100% of the aggregate amount of such Specified Refinancing Revolving Commitments with such reduction to be allocated among such other Revolving Tranches as the Borrower may direct; provided that (i) not less than a ratable share of such Commitment reduction shall be allocated to the Revolving Facility; (ii) if, upon the incurrence of such Specified Refinancing Revolving Commitments, the Borrower does not specify how the Commitment reduction under this Section 2.10(b) shall be allocated, then such Commitment reduction shall be allocated ratably among such other Revolving Tranches and (iii) Commitment reductions of each Revolving Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments Tranche shall be paid on the effective date applied ratably among all revolving Commitments of such termination. A notice delivered by the Borrower pursuant to this Section 2.07 may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedTranche.

Appears in 1 contract

Sources: Credit Agreement (Allison Transmission Holdings Inc)

Termination or Reduction of Revolving Commitments. (a) Unless previously terminated, the Revolving Commitments will terminate on the Revolving Maturity Date. (b) The Borrower mayshall have the right, upon not less than three Business Days’ (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) notice to the Administrative AgentAgent (which will promptly notify the Lenders thereof), to terminate the Aggregate Initial Revolving Commitments, Incremental Revolving Commitments of any Tranche, the Extended Revolving Commitments of any Tranche or the Specified Refinancing Revolving Commitments of any Tranche, or, from time to time permanently time, to reduce the Aggregate amount of Initial Revolving Commitments, Incremental Revolving Commitments of any Tranche, Extended Revolving Commitments of any Tranche or the Specified Refinancing Revolving Commitments of any Tranche; provided that (i) any no such notice shall be received by the Administrative Agent not later than 12:00 Noon five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunder, (A) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Outstanding Amount of Letters of Credit would exceed the Letter of Credit Sublimit, (C) the Outstanding Amount of Negotiated Rate Loans would exceed the Negotiated Rate Sublimit or (D) the Outstanding Amount of all Loans denominated in Alternative Currencies exceeds an amount equal to 105% of the Alternative Currency Sublimit. Each notice of termination shall specify such election to terminate Revolving Loans and Swing Line Loans made on the effective date thereof. The Administrative Agent will promptly notify , the Dollar Equivalent of the aggregate principal amount of the Revolving Lenders Loans and Swing Line Loans then outstanding, when added to the sum of the then outstanding L/C Obligations, would exceed the Revolving Commitments then in effect and provided, further, that notwithstanding anything to the contrary in this Agreement, the Borrower may condition such notice upon the occurrence or non-occurrence of any such notice of termination or reduction of the Aggregate Revolving Commitments. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise event specified by the Borrower. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. A notice delivered by the Borrower pursuant to this Section 2.07 may state that such notice is conditioned upon an event, such as therein (including the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any such reduction shall be in an amount equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof and shall reduce permanently the applicable Revolving Commitments then in effect.

Appears in 1 contract

Sources: Cash Flow Credit Agreement (Cornerstone Building Brands, Inc.)

Termination or Reduction of Revolving Commitments. (a) Unless previously terminated, GMBH shall have the Revolving Commitments will terminate on the Revolving Maturity Date. (b) The Borrower mayright, upon not less than three Business Days' notice to the Administrative Agent, to terminate the Aggregate GMBH Revolving CommitmentsCommitments or, or from time to time permanently time, to reduce the Aggregate amount of the GMBH Revolving Commitments; provided that (i) any no such notice termination or reduction of GMBH Revolving Commitments shall be received by the Administrative Agent not later than 12:00 Noon five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunderby GMBH of the Revolving Loans made on the effective date thereof, (A) the Total GMBH Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Outstanding Amount of Letters Extensions of Credit would exceed the Letter of Credit Sublimit, (C) the Outstanding Amount of Negotiated Rate Loans would exceed the Negotiated Rate Sublimit or (D) the Outstanding Amount of all Loans denominated Total GMBH Revolving Commitments. Any such reduction shall be in Alternative Currencies exceeds an amount equal to 105% E500,000, or a whole multiple thereof, and shall reduce permanently the GMBH Revolving Commitments then in effect. (b) BV shall have the right, upon not less than three Business Days' notice to the Administrative Agent, to terminate the BV Revolving Commitments or, from time to time, to reduce the amount of the Alternative Currency Sublimit. Each notice BV Revolving Commitments; provided that no such termination or reduction of termination BV Revolving Commitments shall specify such election be permitted if, after giving effect thereto and to terminate and any prepayments by BV of the Revolving Loans made on the effective date thereof. The Administrative Agent will promptly notify , the Total BV Revolving Lenders Extensions of any such notice of termination or reduction of Credit would exceed the Aggregate Total BV Revolving Commitments. The amount of any Any such Aggregate Revolving Commitment reduction shall not be applied in an amount equal to E1,000,000, or a whole multiple thereof, and shall reduce permanently the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate BV Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. A notice delivered by the Borrower pursuant to this Section 2.07 may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, then in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedeffect.

Appears in 1 contract

Sources: Credit Agreement (Novellus Systems Inc)

Termination or Reduction of Revolving Commitments. (a) Unless previously terminated, The Canadian Borrower shall have the Revolving Commitments will terminate on the Revolving Maturity Date. (b) The Borrower mayright, upon not less than three Business Days’ notice to the Administrative Agent, to terminate the Aggregate Canadian Borrower Revolving CommitmentsCommitments or, or from time to time permanently time, to reduce the Aggregate amount of the Canadian Borrower Revolving Commitments; provided that (i) any no such notice termination or reduction of Canadian Borrower Revolving Commitments shall be received by the Administrative Agent not later than 12:00 Noon five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Canadian Borrower Revolving Loans made on the effective date thereof, (A) the Total Canadian Borrower Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Outstanding Amount of Letters Extensions of Credit would exceed the Letter of Credit Sublimit, (C) the Outstanding Amount of Negotiated Rate Loans would exceed the Negotiated Rate Sublimit or (D) the Outstanding Amount of all Loans denominated Total Canadian Borrower Revolving Commitments. Any such reduction shall be in Alternative Currencies exceeds an amount equal to 105% of CDN$1,000,000, or a whole multiple thereof, and shall reduce permanently the Alternative Currency Sublimit. Each notice of termination shall specify such election to terminate Canadian Borrower Revolving Commitments then in effect; and the effective date thereof. The Administrative Agent will promptly notify the Revolving Lenders of provided, further, that if any such notice of termination of the Canadian Borrower Revolving Commitments indicates that such termination is to be made in connection with a refinancing of the Facilities, such notice of termination may be revoked if such refinancing is not consummated. (b) The US Borrower shall have the right, upon not less than three Business Days’ notice to the Administrative Agent, to terminate the US Borrower Revolving Commitments or, from time to time, to reduce the amount of the US Borrower Revolving Commitments; provided that no such termination or reduction of the Aggregate Revolving Commitments. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate US Borrower Revolving Commitments shall be applied permitted if, after giving effect thereto and to the Revolving Commitment of each Revolving Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination prepayments of the Aggregate US Borrower Revolving Commitments shall be paid Loans and Swingline Loans made on the effective date thereof, the Total US Borrower Revolving Extensions of Credit would exceed the Total US Borrower Revolving Commitments. Any such termination. A reduction shall be in an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the US Borrower Revolving Commitments then in effect; and provided, further, that if any such notice delivered by of termination of the US Borrower pursuant to this Section 2.07 may state Revolving Commitments indicates that such notice termination is conditioned upon an eventto be made in connection with a refinancing of the Facilities, such as the effectiveness notice of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice termination may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition refinancing is not satisfiedconsummated.

Appears in 1 contract

Sources: Credit Agreement (Dollar Financial Corp)

Termination or Reduction of Revolving Commitments. (a) Unless previously terminated, The Company shall have the Revolving Commitments will terminate on the Revolving Maturity Date. (b) The Borrower mayright, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments; provided that (i) any such notice shall be Agent received by the Administrative Agent not later than 12:00 Noon five (5Local Time) three Business Days prior to the date of termination (or reductionshorter notice period approved by the Administrative Agent), to terminate the Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or, from time to time, to reduce the amount of the Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that no such termination or reduction (i) of Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans made on the effective date thereof, the Total Revolving Extensions of Credit would exceed the Total Revolving Commitments, (ii) any such partial reduction of the Letter of Credit Sublimit shall be in an aggregate amount permitted if, after giving effect thereto, the Outstanding Amount of $5,000,000 L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit or any whole multiple of $1,000,000 in excess thereof, (iii) of the Borrower Swing Line Sublimit shall not terminate or reduce the Aggregate Revolving Commitments be permitted if, after giving effect thereto and to any concurrent prepayments hereunder, (A) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Outstanding Amount of Letters of Credit would exceed the Letter of Credit Sublimit, (C) the Outstanding Amount of Negotiated Rate Swing Line Loans would exceed the Negotiated Rate Sublimit or (D) the Outstanding Amount of all Loans denominated Swing Line Sublimit. Any such partial reduction shall be in Alternative Currencies exceeds an amount equal to 105% $1,000,000, or a whole multiple thereof, and shall reduce permanently the Revolving Commitments then in effect. Each reduction of the Alternative Currency SublimitRevolving Commitments shall be made ratably among the Revolving Lenders in accordance with their respective Revolving Commitments. Each Notwithstanding the foregoing, the Company may rescind or postpone any notice of termination shall specify such election to terminate and the effective date thereof. The Administrative Agent will promptly notify of the Revolving Lenders Commitments if such termination would have resulted from a refinancing of all or any portion of any such notice of termination Facility or reduction of the Aggregate Revolving Commitments. The amount of any such Aggregate Revolving Commitment reduction Facilities, which refinancing shall not be applied consummated or otherwise shall be delayed. If after giving effect to the Alternative Currency Sublimit any reduction or termination of Revolving Commitments under this Section 2.7, the Letter of Credit Sublimit unless otherwise specified or the Swing Line Sublimit exceeds the Revolving Commitments at such time, the Letter of Credit Sublimit or the Swing Line Sublimit, as the case may be, shall be automatically reduced by the Borrower. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date amount of such termination. A notice delivered by the Borrower pursuant to this Section 2.07 may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedexcess.

Appears in 1 contract

Sources: Revolving Credit Facility (Taboola.com Ltd.)

Termination or Reduction of Revolving Commitments. On the earlier to occur of (ai) Unless previously terminatedthe date that is six months from the Original Closing Date and (ii) the date of any issuance of the Capital Stock of Global Signal (other than as a result of the exercise of any options or warrants outstanding on the date hereof or any issuance of Capital Stock in connection with the consummation of the ▇▇▇▇ ▇▇▇▇▇ Transaction), the aggregate Net Cash Proceeds of which exceed $5,000,0000, the Borrower shall permanently reduce the Aggregate Revolving Commitments will terminate on Commitments, after giving effect thereto and to any concurrent prepayments hereunder, to an amount not to exceed $15,000,000. Further, the Revolving Maturity Date. (b) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments; provided that (i) any such notice shall be irrevocable and shall be received by the Administrative Agent not later than 12:00 Noon 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 500,000 or any whole multiple of $1,000,000 100,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (A) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Outstanding Amount of Letters of Credit would exceed the Letter of Credit Sublimit, (C) the Outstanding Amount of Negotiated Rate Loans would exceed the Negotiated Rate Sublimit or (D) the Outstanding Amount of all Loans denominated in Alternative Currencies exceeds an amount equal to 105% of the Alternative Currency Sublimit. Each notice of termination shall specify such election to terminate and the effective date thereof. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Applicable Revolving Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. A notice delivered by the Borrower pursuant to this Section 2.07 may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Appears in 1 contract

Sources: Credit Agreement (Global Signal Inc)

Termination or Reduction of Revolving Commitments. (a) Unless previously terminated, the Revolving Commitments will terminate on the Revolving Maturity Date. (b) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, A-12 Commitments and Aggregate Revolving B-12 Commitments of any Class or from time to time permanently reduce the Aggregate Revolving such Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 Noon 1:00 p.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. The Borrower shall not terminate or reduce the Aggregate Revolving A-12 Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (A) the Total Revolving A-12 Outstandings would exceed the Aggregate Revolving A-12 Commitments. The Borrower shall not terminate or reduce the Aggregate Revolving B-12 Commitments if, (B) after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Outstanding Amount of Letters of Credit the Revolving B-12 Loans would exceed the Aggregate Revolving B-12 Commitments. If, after giving effect to any reduction of the Aggregate Revolving A-12 Commitments, the Letter of Credit Sublimit, (C) the Outstanding Amount of Negotiated Rate Loans would exceed the Negotiated Rate Sublimit or (D) the Outstanding Amount of all Loans denominated in Alternative Currencies Swing Line Sublimit exceeds an the amount equal to 105% of the Alternative Currency Sublimit. Each notice Aggregate Revolving A-12 Commitments, such sublimit shall be automatically reduced by the amount of termination shall specify such election to terminate and the effective date thereofexcess. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving applicable Commitment of each Revolving Lender of the applicable Class according to its Applicable Percentage. All fees accrued with respect thereto until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. A notice delivered by the Borrower pursuant to this Section 2.07 may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or All Commitments existing immediately prior to the specified effective Amendment No. 56 Effective Date shall be terminated on such date) if such condition is not satisfied.

Appears in 1 contract

Sources: Credit Agreement (Lamb Weston Holdings, Inc.)