The Facility. (i) On the terms and subject to the conditions set forth in this Agreement, Borrower (or the Servicer on ▇▇▇▇▇▇▇▇’s behalf) may from time to time during the Revolving Period request Advances by delivering a Borrowing Request to the Co-Agents in accordance with Section 2.1. Upon receipt of a copy of each Borrowing Request from Borrower, each of the Co-Agents shall determine whether any Lenders in its Group will fund a Loan in an amount equal to such Group’s Stated Percentage, subject to Section 1.2(a), of the requested Advance specified in such Borrowing Request, and each Co-Agent will give notice to the Administrative Agent by 10:00 a.m. (New York City time) at least two (2) Business Days prior to the Borrowing Date specifying whether or not the Lenders in its Group intend to make such Loan and, if 46234227 1009038607v4 they intend to make such Loan, if such Loan will be a CP Rate Loan, a Mizuho Rate Loan, SOFR Loan or an Alternate Base Rate Loan; provided that (i) at no time may the aggregate principal amount of the Loans of the Lenders in the Mizuho Group at any one time outstanding exceed the Mizuho Group’s Group Limit; (ii) at no time may the aggregate principal amount of the Loans of the Lenders in the Regions Group at any one time outstanding exceed the Regions Group’s Group Limit; (iii) at no time may the aggregate principal amount of the Loans of any Lender at any one time outstanding exceed the Maximum Advance Amount of such Lender; and (iv) at no time may the Aggregate Principal exceed the lesser of (x) the Aggregate Facility Amount, and (y) the Borrowing Base. (ii) On the terms and subject to the conditions set forth in this Agreement, Borrower may, upon 30 days written notice to the Administrative Agent, from time to time during the Revolving Period request that this Agreement be amended to convert all or a portion of the Maximum Advance Amounts to a committed facility with a one, two or three year term; provided that any such conversion shall require the approval of the Co-Agent of each Group, the Lenders in each Group and the Administrative Agent, which approvals shall be at the sole and absolute discretion of each of the Co-Agents, Lenders and the Administrative Agent and shall be subject to mutually satisfactory documentation.
Appears in 1 contract
Sources: Credit and Security Agreement (International Paper Co /New/)
The Facility. (i) On 3.1 The Lenders hereby agree to make available to the Borrower subject to the terms and subject the conditions hereof the Facility for the purposes stated in Clause 1 in an aggregate amount not exceeding at any relevant time Twenty Three million Dollars ($23,000,000) provided however that (a) no Advance shall be drawn down unless specifically approved by the Lenders and the Agent and (b) to the conditions set forth extent that the Borrower prepays any sums initially borrowed in respect of the Facility it shall be entitled to reborrow the amount so prepaid up to the Applicable Limit.
3.2 Subject to the provisions of this Agreement, each Lender will participate in the Facility and each part thereof up to an aggregate maximum principal amount not exceeding its Commitment and in the proportion which its Commitment bears to the Total Commitments. No Lender is obliged to lend more than its Commitment.
3.3 No Lender will have any liability whatsoever to make available the relevant part of its Commitment in respect of any Advance or any part thereof after the date of the expiry of the Commitment Period applicable to such Advance and any part of any Lender’s Commitment in respect of that Advance which has not been advanced to the Borrower (at close of business on such date shall be cancelled.
3.4 The obligations of each Lender under this Agreement and the other Finance Documents are several and, accordingly:
3.4.1 no Lender shall be liable for the failure of any other Lender to perform its obligations under this Agreement or any of the Servicer on other Finance Documents; and
3.4.2 the failure of a Lender to perform any of its obligations under this Agreement or any of the other Finance Documents shall not relieve any other Lender or any Security Party from any of their respective obligations hereunder or thereunder.
3.5 The rights and interests of each Lender and the Agent under this Agreement and the other Finance Documents are several and, accordingly, notwithstanding any provision to the contrary herein or therein:
3.5.1 the aggregate of the amounts outstanding at any time under this Agreement and the other Finance Documents to each Lender shall be due as a separate and independent debt; and
3.5.2 each Lender and the Agent shall have the right to ▇▇▇▇▇▇▇▇’s behalf▇ for any amount due and payable to it from the Borrower or any other Security Party under this Agreement or any of the other Finance Documents and it shall not be necessary for any other Lender to be joined as an additional party in any proceedings to that end.
3.6 No Lender shall, except with the prior written consent of the Majority Lenders, bring any proceedings against the Borrower or any other Security Party in respect of any other claim (whether in contract, tort or otherwise) which that Lender may from time have under or in connection with this Agreement or any of the other Finance Documents.
3.7 The Borrower undertakes to time during use the Revolving Period request Advances by delivering a Borrowing Request to the Co-Agents proceeds of each Advance in accordance with Section 2.1. Upon receipt of a copy of each Borrowing Request from Borrower, each of and for the Co-Agents shall determine whether any Lenders purposes referred to in its Group will fund a Loan in an amount equal to such Group’s Stated Percentage, subject to Section 1.2(a), of Clause 1; the requested Advance specified in such Borrowing Request, and each Co-Agent will give notice to the Administrative Agent by 10:00 a.m. (New York City time) at least two (2) Business Days prior to the Borrowing Date specifying whether or not the Lenders in its Group intend to make such Loan and, if 46234227 1009038607v4 they intend to make such Loan, if such Loan will be a CP Rate Loan, a Mizuho Rate Loan, SOFR Loan or an Alternate Base Rate Loan; provided that (i) at no time may the aggregate principal amount of the Loans of the Lenders in the Mizuho Group at any one time outstanding exceed the Mizuho Group’s Group Limit; (ii) at no time may the aggregate principal amount of the Loans of the Lenders in the Regions Group at any one time outstanding exceed the Regions Group’s Group Limit; (iii) at no time may the aggregate principal amount of the Loans of any Lender at any one time outstanding exceed the Maximum Advance Amount of such Lender; and (iv) at no time may the Aggregate Principal exceed the lesser of (x) the Aggregate Facility Amount, and (y) the Borrowing Base.
(ii) On the terms and subject to the conditions set forth in this Agreement, Borrower may, upon 30 days written notice to the Administrative Agent, from time to time during the Revolving Period request that this Agreement be amended to convert all or a portion of the Maximum Advance Amounts to a committed facility with a one, two or three year term; provided that any such conversion shall require the approval of the Co-Agent of each Group, the Lenders in each Group and the Administrative Agent, which approvals shall be at the sole and absolute discretion of each of the Co-Agents, Lenders and the Administrative Agent and (although entitled) shall not be subject obliged to mutually satisfactory documentationmonitor the application of such proceeds.
Appears in 1 contract
The Facility. (i) On the terms and subject to the conditions set forth in this Agreement, Borrower (or the Servicer on ▇▇▇▇▇▇▇▇’s Borrower's behalf) may from time to time during the Revolving Period request Advances by delivering a Borrowing Request to the Co-Agents in accordance with Section 2.1. Upon receipt of a copy of each Borrowing Request from BorrowerBorrower or Servicer, each of the Co-Agents shall determine whether any Lenders in its Group Conduit will fund make a Loan in an amount equal to such its Group’s Stated Percentage, subject to Section 1.2(a), 's Percentage of the requested Advance specified in such Borrowing Request, and
(a) in the event that Old Line elects not to make any such Loan to Borrower, the Old Line Agent shall promptly notify Borrower and, unless Borrower cancels its Borrowing Request, each of the Old Line Liquidity Banks severally agrees to make its Ratable Share of such Loan to Borrower, on the terms and each Co-Agent will give notice subject to the Administrative Agent by 10:00 a.m. (New York City time) at least two (2) Business Days prior to the Borrowing Date specifying whether or not the Lenders in its Group intend to make such Loan andconditions hereof, if 46234227 1009038607v4 they intend to make such Loan, if such Loan will be a CP Rate Loan, a Mizuho Rate Loan, SOFR Loan or an Alternate Base Rate Loan; provided that (i) at no time may the aggregate principal amount of Old Line's and the Old Line Liquidity Banks' Loans of the Lenders in the Mizuho Group at any one time outstanding exceed the Mizuho Group’s Group Limit; lesser of (i) the aggregate amount of the Old Line Liquidity Banks' Commitments, and (ii) the Old Line Group's Percentage of the Borrowing Base (such lesser amount, the "Old Line Allocation Limit"); and
(b) in the event that Victory fails to make any such Loan to Borrower pursuant to Victory's Commitment, the Victory Agent shall promptly notify Borrower and, unless Borrower cancels its Borrowing Request, each of the Victory Liquidity Banks severally agrees to make its Ratable Share of such Loan to Borrower, on the terms and subject to the conditions hereof, provided that at no time may the aggregate principal amount of Victory's and the Victory Liquidity Banks' Loans of the Lenders in the Regions Group at any one time outstanding exceed the Regions lesser of (i) the aggregate amount of the Victory Group’s Group 's Commitments, and (ii) the Victory Group's Percentage of the Borrowing Base (such lesser amount, the "Victory Allocation Limit; (iii) at "). Each Loan shall be in the minimum amount of $1,000,000 or a larger integral multiple of $500,000. In no time event may the aggregate principal amount of the Loans of any Lender at any one time outstanding exceed the Maximum Advance Amount of such Lender; and (iv) at no time may the Aggregate Principal Advances hereunder exceed the lesser of (x) the Aggregate Facility AmountCommitment, and or (y) the Borrowing Base.
(ii) On the terms and subject to the conditions set forth in this Agreement, Borrower may, upon 30 days written notice to the Administrative Agent, from time to time during the Revolving Period request that . Each Committed Lender's Commitment under this Agreement be amended to convert all or a portion shall terminate on the Facility Termination Date. Each of the Maximum Advance Amounts to a committed facility with a oneLoans, two or three year term; provided that any such conversion shall require the approval and all other Obligations of the Co-Agent of each GroupBorrower, the Lenders in each Group and the Administrative Agent, which approvals shall be at secured by the sole and absolute discretion of each of the Co-Agents, Lenders and the Administrative Agent and shall be subject to mutually satisfactory documentationCollateral as provided in Article XIII.
Appears in 1 contract
Sources: Credit and Security Agreement (Boston Scientific Corp)
The Facility. (i) On the terms and subject to the conditions set forth in this Agreement, Borrower (or the Servicer on ▇▇▇▇▇▇▇▇’s Borrower's behalf) may from time to time during the Revolving Period request Advances by delivering a Borrowing Request to the Co-Agents in accordance with Section 2.1. Upon receipt of a copy of each Borrowing Request from BorrowerBorrower or Servicer, each of the Co-Agents shall determine whether any Lenders in its Group Conduit will fund a Loan in an amount equal to such its Group’s Stated Percentage, subject to Section 1.2(a), 's Percentage of the requested Advance specified in such Borrowing Request, and
(a) in the event that Blue Ridge elects not to make any such Loan to Borrower, the Blue Ridge Agent shall promptly notify Borrower and, unless Borrower cancels its Borrowing Request, each of the Blue Ridge Liquidity Banks severally agrees to make its Ratable Share of such Loan to Borrower, on the terms and each Co-Agent will give notice subject to the Administrative Agent by 10:00 a.m. (New York City time) at least two (2) Business Days prior to the Borrowing Date specifying whether or not the Lenders in its Group intend to make such Loan andconditions hereof, if 46234227 1009038607v4 they intend to make such Loan, if such Loan will be a CP Rate Loan, a Mizuho Rate Loan, SOFR Loan or an Alternate Base Rate Loan; provided that (i) at no time may the aggregate principal amount of Blue Ridge's and the Blue Ridge Liquidity Banks' Loans of the Lenders in the Mizuho Group at any one time outstanding exceed the Mizuho lesser of (i) the Blue Ridge Group’s 's Group Limit; , and (ii) Blue Ridge's Percentage of the Borrowing Base (such lesser amount, the "Blue Ridge Allocation Limit");
(b) in the event that Gotham fails to make any such Loan to Borrower pursuant to Gotham's Commitment, the Gotham Agent shall promptly notify Borrower and, unless Borrower cancels its Borrowing Request, each of the Liquidity Banks of Gotham severally agrees to make its Ratable Share of such Loan to Borrower, on the terms and subject to the conditions hereof, provided that at no time may the aggregate principal amount of Gotham's and the Gotham Liquidity Banks' Loans of the Lenders in the Regions Group at any one time outstanding exceed the Regions lesser of (i) the Gotham Group’s 's Group Limit; , and (iiiii) Gotham's Percentage of the Borrowing Base (such lesser amount, the "Gotham Allocation Limit");
(c) in the event that PREFCO elects not to make any such Loan to Borrower, the PREFCO Agent shall promptly notify Borrower and, unless Borrower cancels its Borrowing Request, each of the PREFCO Liquidity Banks severally agrees to make its Ratable Share of such Loan to Borrower, on the terms and subject to the conditions hereof, provided that at no time may the aggregate principal amount of PREFCO's and the PREFCO Liquidity Banks' Loans of any Lender at any one time outstanding exceed the Maximum Advance Amount lesser of (i) the PREFCO Group's Group Limit, and (ii) PREFCO's Percentage of the Borrowing Base (such lesser amount, the "PREFCO Allocation Limit");
(d) in the event that ▇▇▇▇▇▇▇▇ elects not to make any such Loan to Borrower, the ▇▇▇▇▇▇▇▇ Agent shall promptly notify Borrower and, unless Borrower cancels its Borrowing Request, each of the ▇▇▇▇▇▇▇▇ Liquidity Banks severally agrees to make its Ratable Share of such Lender; Loan to Borrower, on the terms and (iv) subject to the conditions hereof, provided that at no time may the Aggregate Principal aggregate principal amount of ▇▇▇▇▇▇▇▇'▇ and the ▇▇▇▇▇▇▇▇ Liquidity Banks' Loans at any one time outstanding exceed the lesser of (i) the ▇▇▇▇▇▇▇▇ Group's Group Limit, and (ii) ▇▇▇▇▇▇▇▇'▇ Percentage of the Borrowing Base (such lesser amount, the "▇▇▇▇▇▇▇▇ Allocation Limit"); and
(e) in the event that CAFCO elects not to make any such Loan to Borrower, the CAFCO Agent shall promptly notify Borrower and, unless Borrower cancels its Borrowing Request, each of the CAFCO Liquidity Banks severally agrees to make its Ratable Share of such Loan to Borrower, on the terms and subject to the conditions hereof, provided that at no time may the aggregate principal amount of CAFCO's and the CAFCO Liquidity Banks' Loans at any one time outstanding exceed the lesser of (i) the CAFCO Group's Group Limit, and (ii) CAFCO's Percentage of the Borrowing Base (such lesser amount, the "CAFCO Allocation Limit"). Each Loan shall be in the minimum amount of $1,000,000 or a larger integral multiple of $500,000. In no event may the aggregate principal amount of the Advances hereunder exceed the lesser of (x) the Aggregate Facility AmountCommitment, and or (y) the Borrowing Base.
(ii) On the terms and subject to the conditions set forth in this Agreement, Borrower may, upon 30 days written notice to the Administrative Agent, from time to time during the Revolving Period request that . Each Committed Lender's Commitment under this Agreement be amended to convert all or a portion shall terminate on the Facility Termination Date. Each of the Maximum Advance Amounts to a committed facility with a oneLoans, two or three year term; provided that any such conversion shall require the approval and all other Obligations of the Co-Agent of each GroupBorrower, the Lenders in each Group and the Administrative Agent, which approvals shall be at secured by the sole and absolute discretion of each of the Co-Agents, Lenders and the Administrative Agent and shall be subject to mutually satisfactory documentationCollateral as provided in Article IX.
Appears in 1 contract
Sources: Credit and Security Agreement (International Paper Co /New/)
The Facility. (i) On the terms and subject to the conditions set forth in this Agreement, the Borrower (or the Servicer on ▇▇▇▇▇▇▇▇’s the Borrower's behalf) may from time to time during the Revolving Period request Advances by delivering a Borrowing Request to the Co-Agents in accordance with Section 2.1. Upon receipt of a copy of each Borrowing Request from Borrowerthe Borrower or Servicer, each of the Co-Agents shall determine whether any Lenders in its Group Conduit will fund a Loan in an amount equal to such Group’s Stated Percentage, subject to Section 1.2(a), the portion of the requested Advance specified in such Borrowing Request, and each Co-Agent will give notice and
(a) in the event that Blue Ridge elects not to make any such Loan to the Administrative Borrower, the Blue Ridge Agent by 10:00 a.m. (New York City time) at least two (2) Business Days prior shall promptly notify the Borrower and, unless the Borrower cancels its Borrowing Request, each of the Liquidity Banks of Blue Ridge severally agrees to make its Ratable Share of such Loan to the Borrowing Date specifying whether or not Borrower, on the Lenders in its Group intend terms and subject to make such Loan andthe conditions hereof, if 46234227 1009038607v4 they intend to make such Loan, if such Loan will be a CP Rate Loan, a Mizuho Rate Loan, SOFR Loan or an Alternate Base Rate Loan; provided that (i) PROVIDED THAT at no time may the aggregate principal amount of the Blue Ridge's and its Liquidity Banks' Loans of the Lenders in the Mizuho Group at any one time outstanding exceed the Mizuho Group’s Group Limit; lesser of (i) the aggregate amount of the Blue Ridge Liquidity Banks' Commitments, and (ii) Blue Ridge's Percentage of the Borrowing Base (such lesser amount, the "BLUE RIDGE ALLOCATION LIMIT"); and
(b) in the event that Atlantic elects not to make any such Loan to the Borrower, the Atlantic Agent shall promptly notify the Borrower and, unless the Borrower cancels its Borrowing Request, each of the Liquidity Banks of Atlantic severally agrees to make its Ratable Share of such Loan to the Borrower, on the terms and subject to the conditions hereof, PROVIDED THAT at no time may the aggregate principal amount of the Atlantic's and its Liquidity Banks' Loans of the Lenders in the Regions Group at any one time outstanding exceed the Regions Group’s Group Limit; lesser of (iiii) at the aggregate amount of the Atlantic Liquidity Banks' Commitments, and (ii) Atlantic's Percentage of the Borrowing Base (such lesser amount, the "ATLANTIC ALLOCATION LIMIT"). Each Loan shall be in the minimum amount of $1,000,000 or a larger integral multiple of $500,000. In no time event may the aggregate principal amount of the Loans of any Lender at any one time outstanding exceed the Maximum Advance Amount of such Lender; and (iv) at no time may the Aggregate Principal Advances hereunder exceed the lesser of (x) the Aggregate Facility AmountCommitment, and or (y) the Borrowing Base.
(ii) On the terms and subject to the conditions set forth in this Agreement, Borrower may, upon 30 days written notice to the Administrative Agent, from time to time during the Revolving Period request that . Each Liquidity Bank's Commitment under this Agreement be amended shall terminate on the earlier to convert all or a portion occur of such Liquidity Bank's Scheduled Termination Date and the Termination Date. Each of the Maximum Advance Amounts to a committed facility with a oneLoans, two or three year term; provided that any such conversion shall require the approval and all other Obligations of the Co-Agent of each GroupBorrower, the Lenders in each Group and the Administrative Agent, which approvals shall be at secured by the sole and absolute discretion of each of the Co-Agents, Lenders and the Administrative Agent and shall be subject to mutually satisfactory documentationCollateral as provided in Article IX.
Appears in 1 contract
Sources: Credit and Security Agreement (Quest Diagnostics Inc)
The Facility. (ia) On Each Lender severally agrees, on the terms and subject to the conditions set forth in this Agreement, to make Loans to the Borrower (or as set forth below, provided that, after giving effect to the Servicer on ▇▇▇▇▇▇▇▇making of each such Loan, such Lender’s behalf) Credit Exposure shall not exceed its Commitment; provided further, that the Aggregate Credit Exposure shall not exceed the Aggregate Commitment. The Loans may from time to time during be Eurodollar Loans or Floating Rate Loans as determined by the Revolving Period request Advances by delivering a Borrowing Request Borrower and notified to the Co-Agents Administrative Agent in accordance with Section 2.1Sections 2.1(c) and 2.7.
(b) The Loans shall be made in one single drawing during the Availability Period. Upon receipt The conversion or continuation of a copy Borrowing under Section 2.7 shall not be considered the making of each Borrowing Request from Borrower, each of the Co-Agents shall determine whether any Lenders in its Group will fund a Loan in an amount equal to such Group’s Stated Percentagefor purposes of this restriction.
(c) To request the Loans, subject to Section 1.2(a), of the requested Advance specified in such Borrowing Request, and each Co-Agent will Borrower shall give notice to the Administrative Agent irrevocable notice (which notice must be received by 10:00 a.m. (the Administrative Agent prior to 11:00 a.m., New York City time, (a) at least two (2) three Business Days prior to the requested Borrowing Date specifying whether Date, in the case of Eurodollar Loans, or not (b) one Business Day prior to the Lenders requested Borrowing Date, in its Group intend to make such Loan and, if 46234227 1009038607v4 they intend to make such Loan, if such Loan will be a CP the case of Floating Rate Loan, a Mizuho Rate Loan, SOFR Loan or an Alternate Base Rate Loan; provided that Loans. Such notice shall specify the following information:
(i) at no time may the aggregate principal amount of the Loans of the Lenders in the Mizuho Group at any one time outstanding exceed the Mizuho Group’s Group Limit; (ii) at no time may the aggregate principal amount of the Loans of the Lenders in the Regions Group at any one time outstanding exceed the Regions Group’s Group Limit; (iii) at no time may the aggregate principal amount of the Loans of any Lender at any one time outstanding exceed the Maximum Advance Amount of such Lender; and (iv) at no time may the Aggregate Principal exceed the lesser of (x) the Aggregate Facility Amount, and (y) the Borrowing Base.requested Loans;
(ii) On the terms and subject date of such Loans, which shall be a Business Day;
(iii) whether such Loans are to be Floating Rate Loans or Eurodollar Loans or a combination; and
(iv) in the case of Eurodollar Loans, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”. If no election as to the conditions set forth in this Agreement, Borrower may, upon 30 days written notice to the Administrative Agent, from time to time during the Revolving Period request that this Agreement be amended to convert all or a portion Type of the Maximum Advance Amounts to a committed facility with a oneLoans is specified, two or three year term; provided that any such conversion shall require then the approval of the Co-Agent of each Group, the Lenders in each Group and the Administrative Agent, which approvals requested Loans shall be at a Floating Rate Loans. If no Interest Period is specified with respect to any requested Eurodollar Loan, then the sole and absolute discretion Borrower shall be deemed to have selected an Interest Period of each one month’s duration. Promptly following receipt of the Co-Agentssuch notice in accordance with this Section, Lenders and the Administrative Agent shall advise each Lender of the details thereof and shall of the amount of such Lender’s Loan to be subject to mutually satisfactory documentationmade as part of the requested borrowing.
Appears in 1 contract
The Facility. (a) Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of Borrower contained herein, Lenders agree to make Advances through Agent to Borrower from time to time prior to the Maturity Date, provided, however, that the making of any such Advance will not cause the then Allocated Facility Amount to exceed the then-current Aggregate Commitment. The Advances may be ratable Base Rate Advances, ratable LIBOR Advances or non-pro rata Swingline Loans. Except as provided in Sections 2.16 and 12.14 hereof, each Lender shall be required to fund only its Percentage of each such Advance and no Lender will be required to fund any amounts which when aggregated with such Lender’s Percentage of (i) On the terms all other Advances then outstanding, (ii) all Swingline Advances and (iii) all Facility Letter of Credit Obligations would exceed such Lender’s then-current Commitment. The Facility is a revolving credit facility and, subject to the conditions set forth in provisions of this Agreement, Borrower (or the Servicer on ▇▇▇▇▇▇▇▇’s behalf) may from time to time during the Revolving Period request Advances by delivering a Borrowing Request hereunder, repay such Advances and reborrow Advances at any time prior to the Co-Agents Maturity Date.
(b) The Facility created by this Agreement, and the Commitment of each Lender to lend hereunder, shall terminate on the Maturity Date, unless sooner terminated in accordance with Section 2.1the terms of this Agreement.
(c) In no event shall the Aggregate Commitment exceed the Facility Amount. Upon receipt of The Facility Amount shall be Three Hundred and Eighty Million Dollars ($380,000,000); provided, however, that, so long as no Default has occurred and is continuing hereunder:
(i) For a copy of each Borrowing Request from Borrower, each of period commencing on the Co-Agents shall determine whether any Lenders in its Group will fund a Loan in an amount equal to such Group’s Stated Percentage, subject to Section 1.2(a), of the requested Advance specified in such Borrowing Request, Agreement Execution Date and each Co-Agent will give notice to the Administrative Agent by 10:00 a.m. (New York City time) at least two (2) Business Days ending 60 days prior to the Borrowing Maturity Date specifying whether or not (the Lenders in its Group intend to make such Loan and“Increase Period”), if 46234227 1009038607v4 they intend to make such Loan, if such Loan will be a CP Rate Loan, a Mizuho Rate Loan, SOFR Loan or an Alternate Base Rate Loan; provided that (i) at no time Borrower may the aggregate principal amount of the Loans of the Lenders in the Mizuho Group at any one time outstanding exceed the Mizuho Group’s Group Limit; (ii) at no time may the aggregate principal amount of the Loans of the Lenders in the Regions Group at any one time outstanding exceed the Regions Group’s Group Limit; (iii) at no time may the aggregate principal amount of the Loans of any Lender at any one time outstanding exceed the Maximum Advance Amount of such Lender; and (iv) at no time may the Aggregate Principal exceed the lesser of secure (x) one or more commitments to join the Aggregate Facility Amountfrom one or more financial institutions reasonably acceptable to Borrower, Agent and the Arranger, and/or (y) increases in the Borrowing BaseStated Commitments of one or more of the Lenders, in an aggregate amount for all such commitments and increases of up to Twenty Three Million and Five Hundred Thousand Dollars ($23,500,000), and, following written notice given to Agent during the Increase Period that any such commitment(s) and/or increase(s) have been secured, the Facility Amount shall be increased in the aggregate amount thereof in accordance with the following provisions of this subsection (c).
(ii) On In the terms event that any such commitment(s) to join the Facility is so secured and Agent receives written notice thereof during the Increase Period, Borrower shall cause each financial institution that has made such a commitment promptly to become a party to this Agreement by executing and delivering to Agent, Borrower and each Lender a joinder agreement, in form and content reasonably satisfactory to Agent and Borrower (a “Facility Joinder”), pursuant to which such financial institution agrees to become a Lender hereunder and under the other Loan Documents and assumes all of the obligations of a Lender thereunder, whereupon, effective as of the date of such execution and delivery:
(A) each such financial institution shall become a Lender party to this Agreement for all purposes hereof, entitled to all of the rights and subject to all of the conditions obligations of a Lender hereunder,
(B) the Stated Commitment of each such financial institution shall be the amount committed by it as set forth in such Facility Joinder (which amount shall not cause the Facility Amount to exceed Four Hundred Million Dollars ($400,000,000), after giving effect to all other increases in the Facility Amount pursuant to this subsection (c)),
(C) Borrower shall immediately pay the portion of the Upfront Fee allocable to each such financial institution in accordance with Section 2.8 hereof,
(D) each such financial institution shall immediately purchase from each party hereto that was a Lender immediately prior to such effective date, and pay to each such Lender at par, such financial institution’s Percentage of each such Lender’s Loans then outstanding hereunder (including interest then accrued and unpaid thereon), and
(E) Borrower shall immediately deliver to each such financial institution a Note in the form attached hereto as Exhibit B-1 in the amount of such financial institution’s Stated Commitment.
(iii) In the event that any such increase(s) to any Stated Commitment(s) is secured and Agent receives written notice thereof during the Increase Period, each Lender that has committed to such an increase shall promptly execute and deliver to Agent an addendum to this Agreement, in form and content satisfactory to Agent and Borrower, evidencing such increase, whereupon, effective as of the date of such execution and delivery,
(A) the Stated Commitment of such Lender shall be increased by the amount set forth in such addendum (which amount shall not cause the Facility Amount to exceed Four Hundred Million Dollars ($400,000,000), after giving effect to all other increases in the Facility Amount pursuant to this subsection (c)),
(B) Borrower may, upon 30 days written notice to shall immediately pay the Administrative Agent, from time to time during the Revolving Period request that this Agreement be amended to convert all or a portion of the Maximum Advance Amounts Upfront Fee allocable to a committed facility each such Lender in accordance with a one, two or three year term; provided that any such conversion shall require the approval Section 2.8 hereof in respect of the Co-Agent increase in its Stated Commitment,
(C) each such Lender shall immediately purchase from each other Lender that was a party hereto immediately prior to such effective date, and pay to each such other Lender at par, a percentage of each Group, the Lenders in each Group such other Lender’s Loans then outstanding hereunder (including interest then accrued and the Administrative Agentunpaid thereon), which approvals percentage shall be at equal the sole and absolute discretion increase in such purchasing Lender’s Percentage resulting from the increase in its Stated Commitment, and
(D) Borrower shall immediately deliver to each such Lender a replacement Note in the form attached hereto as Exhibit B-1 in the amount of each such financial institution’s Stated Commitment, upon receipt of the Co-Agents, Lenders and the Administrative Agent and which such Lender shall be subject to mutually satisfactory documentationsurrender its original Note marked “Replaced.”
Appears in 1 contract
The Facility. (i) On the terms and subject to the conditions set forth in this Agreement, Borrower (or the Servicer on ▇▇▇▇▇▇▇▇Borrower’s behalf) may from time to time during the Revolving Period request Advances by delivering a Borrowing Request to the Co-Agents in accordance with Section 2.1. Upon receipt of a copy of each Borrowing Request from Borrower, each of the Co-Agents shall determine whether any Lenders in its Group will fund a Loan in an amount equal to such Group’s Stated PercentagePercentage (provided that if the Lenders in a Group that are Conduits choose not to fund a Loan, the Lenders in such Group that are not Conduits shall fund such Loan), subject to Section 1.2(a), of the requested Advance specified in such Borrowing Request, and each Co-Agent will give notice to the Administrative Agent by 10:00 a.m. (New York City time) at least two (2) Business Days prior to the Borrowing Date specifying whether or not the Lenders in its Group intend to make such Loan and, if 46234227 1009038607v4 they intend to make such Loan, if such Loan will be as a CP Rate Loan, a Mizuho Rate Loan, SOFR LIBOR Loan or an Alternate Base Rate Loan; provided that (i) at no time may the aggregate principal amount of the Loans of the Lenders in the Mizuho Group at any one time outstanding exceed the Mizuho Group’s Group Limit; (ii) at no time may the aggregate principal amount of the Loans of the Lenders in the Regions Atlantic Group at any one time outstanding exceed the Regions Atlantic Group’s Group Limit; (iii) at no time may the aggregate principal amount of the Loans of any Lender at any one time outstanding exceed the Maximum Advance Amount of such Lender; and (iv) at no time may the Aggregate Principal exceed the lesser of (x) the Aggregate Facility Amount, and (y) the Borrowing Base.
(ii) On the terms and subject to the conditions set forth in this Agreement, Borrower may, upon 30 days written notice to the Administrative Agent, from time to time during the Revolving Period request that this Agreement be amended to convert all or a portion of the Maximum Advance Amounts to a committed facility with a one, two or three year term; provided that any such conversion shall require the approval of the Co-Agent of each Group, the Lenders in each Group and the Administrative Agent, which approvals shall be at the sole and absolute discretion of each of the Co-Agents, Lenders and the Administrative Agent and shall be subject to mutually satisfactory documentation.
Appears in 1 contract
Sources: Credit and Security Agreement (International Paper Co /New/)
The Facility. (ia) On Subject to and in reliance upon the terms terms, conditions, representations, and warranties in the Loan Papers, each Lender severally and not jointly agrees to lend to Borrower such Lender's Pro Rata Part of one or more Borrowings under this Agreement not to exceed such Lender's Committed Sum under this Agreement, which, subject to the conditions set forth in Loan Papers, Borrower may borrow, repay, and reborrow under this Agreement, Borrower (or the Servicer on ▇▇▇▇▇▇▇▇’s behalf) may from time to time during the Revolving Period request Advances by delivering a Borrowing Request to the Co-Agents in accordance with Section 2.1. Upon receipt of a copy of each Borrowing Request from Borrower, each of the Co-Agents shall determine whether any Lenders in its Group will fund a Loan in an amount equal to such Group’s Stated Percentage, subject to Section 1.2(a), of the requested Advance specified in such Borrowing Request, and each Co-Agent will give notice to the Administrative Agent by 10:00 a.m. (New York City time) at least two (2) Business Days prior to the Borrowing Date specifying whether or not the Lenders in its Group intend to make such Loan and, if 46234227 1009038607v4 they intend to make such Loan, if such Loan will be a CP Rate Loan, a Mizuho Rate Loan, SOFR Loan or an Alternate Base Rate Loan; provided that (i) at each such Borrowing must occur on a Business Day and no time may later than the aggregate principal amount of Business Day immediately preceding the Loans of the Lenders in the Mizuho Group at any one time outstanding exceed the Mizuho Group’s Group LimitTermination Date; (ii) at no time may the aggregate principal each such Borrowing shall be in an amount not less than (A) $5,000,000 or a greater integral multiple of the Loans AMENDED AND RESTATED 364-DAY REVOLVING CREDIT AND TERM LOAN AGREEMENT $1,000,000 (if a Base Rate Borrowing), (B) $10,000,000 or a greater integral multiple of the Lenders $1,000,000 (if a Eurodollar Rate Borrowing), (C) $5,000,000 or a greater integral multiple of $1,000,000 (if a Competitive Borrowing), or (D) $1,000,000 or an integral multiple of $250,000 if in the Regions Group at any one time outstanding exceed the Regions Group’s Group Limitexcess thereof (if a Swing Line Borrowing); and (iii) at no time may on any date of determination, the aggregate principal amount of the Loans of any Lender at any one time outstanding Principal Debt shall never exceed the Maximum Advance Amount of such Lender; and (iv) at no time may the Aggregate Principal exceed the lesser of (x) the Aggregate Facility Amount, and (y) the Borrowing BaseCommitment.
(iib) On the terms and subject to the conditions set forth in this AgreementClosing Date, Borrower may, upon 30 days written notice to the Administrative Agent, from time to time during the Revolving Period request that this Agreement amends and restates the Existing Agreement; provided, however, that the execution and delivery of this Agreement and the other Loan Papers shall not in any circumstances be amended deemed to convert have terminated, extinguished, or discharged the Debt (if any) under the Existing Agreement all or a portion of which Debt (if any) shall continue under and be governed by this Agreement and the other Loan Papers. On the Effective Date, each Lender shall advance its respective Pro Rata Share of the Maximum Advance Amounts to a committed facility with a one, two or three year term; provided that any such conversion shall require the approval of the Co-Agent of each Group, the Lenders in each Group and the Administrative Agentfirst Borrowing (if any), which approvals shall may be at netted against its outstandings under the sole and absolute discretion of each of the Co-Agents, Lenders and the Administrative Agent Existing Agreement and shall be subject used to mutually satisfactory documentationrepay all outstanding Debt (if any) under the Existing Agreement due the Existing 364-Day Lenders which are not Lenders under this Agreement.
(c) Lenders hereby agree among themselves (and Borrower hereby consents to such agreement) that, concurrently with the Closing Date, there shall be deemed to have occurred assignments and assumptions with respect to the Obligation, liens, rights, and obligations under this Agreement and the other Loan Papers (including, without limitation, the Commitment and the Principal Debt) such that, after giving effect to such assignments and assumptions, the Lender's Committed Sum and the Commitment percentage are as stated on SCHEDULE 2.1, and the Lenders hereby make such assignments and assumptions. The Lenders shall make all appropriate payments and adjustments among themselves to effectuate the appropriate purchase price for and other amounts payable with respect to such assignments and assumptions.
Appears in 1 contract
Sources: 364 Day Revolving Credit and Term Loan Agreement (Mci Worldcom Inc)
The Facility. (ia) On the terms and subject to the conditions set forth in this Agreement, Borrower (or the Servicer on ▇▇▇▇▇▇▇▇Borrower’s behalf) may from time to time during the Revolving Period request Advances by delivering a Borrowing Request to the Co-Agents in accordance with Section 2.1. Upon receipt of a copy of each Borrowing Request from Borrower, each of the Co-Agents of Groups which include a Conduit shall determine whether any Lenders in its Group Conduit will fund a Loan in an amount equal to such Group’s Stated Percentage, subject to Section 1.2(a), Percentage of the requested Advance specified in such Borrowing Request, and each of the Co-Agent Agents of Groups which do not include a Conduit will give notice deliver such Borrowing Request to the Administrative Agent by 10:00 a.m. (New York City time) at least two (2) Business Days prior to the Borrowing Date specifying whether or not the Lenders Liquidity Banks in its Group intend to make such Loan Group, and, if 46234227 1009038607v4 they intend with respect to make such Loan, if such Loan will be a CP Rate Loan, a Mizuho Rate Loan, SOFR Loan or an Alternate Base Rate Loan; provided that each Group:
(i) each of the BOA Liquidity Banks severally agrees to make its Ratable Share of such Loan to Borrower, on the terms and subject to the conditions hereof, provided that at no time may the aggregate principal amount of the BOA Liquidity Banks’ Loans of the Lenders in the Mizuho Group at any one time outstanding exceed the Mizuho lesser of (i) the BOA Group’s Group Limit; , and (ii) the BOA Group’s Stated Percentage of the Borrowing Base (such lesser amount, the “BOA Allocation Limit”);
(ii) in the event that Gotham elects not to make any such Loan to Borrower, the Gotham Agent shall promptly notify Borrower and, unless Borrower cancels its Borrowing Request, each of the Gotham Liquidity Banks severally agrees to make its Ratable Share of such Loan to Borrower, on the terms and subject to the conditions hereof, provided that at no time may the aggregate principal amount of Gotham’s and the Gotham Liquidity Banks’ Loans of the Lenders in the Regions Group at any one time outstanding exceed the Regions lesser of (A) the Gotham Group’s Group Limit; , and (B) the Gotham’s Group’s Stated Percentage of the Borrowing Base (such lesser amount, the “Gotham Allocation Limit”);
(iii) in the event that ▇▇▇▇▇▇▇▇ elects not to make any such Loan to Borrower, the ▇▇▇▇▇▇▇▇ Agent shall promptly notify Borrower and, unless Borrower cancels its Borrowing Request, each of the ▇▇▇▇▇▇▇▇ Liquidity Banks severally agrees to make its Ratable Share of such Loan to Borrower, on the terms and subject to the conditions hereof, provided that at no time may the aggregate principal amount of ▇▇▇▇▇▇▇▇’▇ and the ▇▇▇▇▇▇▇▇ Liquidity Banks’ Loans of any Lender at any one time outstanding exceed the Maximum Advance Amount lesser of (i) the ▇▇▇▇▇▇▇▇ Group’s Group Limit, and (ii) the ▇▇▇▇▇▇▇▇ Group’s Stated Percentage of the Borrowing Base (such Lender; and lesser amount, the “▇▇▇▇▇▇▇▇ Allocation Limit”);
(iv) at no time may in the Aggregate Principal exceed event that CAFCO elects not to make any such Loan to Borrower, the lesser CAFCO Agent shall promptly notify Borrower and, unless Borrower cancels its Borrowing Request, each of (x) the Aggregate Facility AmountCAFCO Liquidity Banks severally agrees to make its Ratable Share of such Loan to Borrower, and (y) the Borrowing Base.
(ii) On on the terms and subject to the conditions set forth in this Agreementhereof, Borrower mayprovided that at no time may the aggregate principal amount of CAFCO’s and the CAFCO Liquidity Banks’ ▇▇▇▇▇▇▇▇_4.DOC Loans at any one time outstanding exceed the lesser of (i) the CAFCO Group’s Group Limit, upon 30 days written notice to and (ii) the Administrative Agent, from time to time during the Revolving Period request that this Agreement be amended to convert all or a portion CAFCO Group’s Stated Percentage of the Maximum Advance Amounts Borrowing Base (such lesser amount, the “CAFCO Allocation Limit”);
(v) in the event that Atlantic elects not to a committed facility with a one, two or three year term; provided that make any such conversion shall require the approval of the Co-Agent of each GroupLoan to Borrower, the Lenders in each Group and the Administrative AgentAtlantic Agent shall promptly notify Borrower and, which approvals shall be at the sole and absolute discretion of unless Borrower cancels its Borrowing Request, each of the Co-AgentsAtlantic Liquidity Banks severally agrees to make its Ratable Share of such Loan to Borrower, Lenders on the terms and subject to the conditions hereof, provided that at no time may the aggregate principal amount of Atlantic’s and the Administrative Atlantic Liquidity Banks’ Loans at any one time outstanding exceed the lesser of (i) the Atlantic Group’s Group Limit, and (ii) the Atlantic Group’s Stated Percentage of the Borrowing Base (such lesser amount, the “Atlantic Allocation Limit”);
(vi) in the event that WCM elects not to make any such Loan to Borrower, the WCM Agent shall promptly notify Borrower and, unless Borrower cancels its Borrowing Request, each of the WCM Liquidity Banks severally agrees to make its Ratable Share of such Loan to Borrower, on the terms and shall be subject to mutually satisfactory documentationthe conditions hereof, provided that at no time may the aggregate principal amount of WCM’s and the WCM Liquidity Banks’ Loans at any one time outstanding exceed the lesser of (i) the WCM Group’s Group Limit, and (ii) the WCM Group’s Stated Percentage of the Borrowing Base (such lesser amount, the “WCM Allocation Limit”); and
(vii) in the event that Liberty Street elects not to make any such Loan to Borrower, the Liberty Street Agent shall promptly notify Borrower and, unless Borrower cancels its Borrowing Request, each of the Liberty Street Liquidity Banks severally agrees to make its Ratable Share of such Loan to Borrower, on the terms and subject to the conditions hereof, provided that at no time may the aggregate principal amount of Liberty Street’s and the Liberty Street Liquidity Banks’ Loans at any one time outstanding exceed the lesser of (i) the Liberty Street Group’s Group Limit, and (ii) the Liberty Street Group’s Stated Percentage of the Borrowing Base (such lesser amount, the “Liberty Street Allocation Limit”).
Appears in 1 contract
Sources: Credit and Security Agreement (International Paper Co /New/)
The Facility. (i) On the terms and subject to the conditions set forth in this Agreement, Borrower (or the Servicer on ▇▇▇▇▇▇▇▇’s Borrower's behalf) may from time to time during the Revolving Period request Advances by delivering a Borrowing Request to the Co-Agents in accordance with Section 2.1. Upon receipt of a copy of each Borrowing Request from BorrowerBorrower or Servicer, each of the Co-Agents shall determine whether any Lenders in its Group Conduit will fund make a Loan in an amount equal to such its Group’s Stated Percentage, subject to Section 1.2(a), 's Percentage of the requested Advance specified in such Borrowing Request, and
(a) in the event that Blue Ridge elects not to make any such Loan to Borrower, the Blue Ridge Agent shall promptly notify Borrower and, unless Borrower cancels its Borrowing Request, each of the Blue Ridge Liquidity Banks severally agrees to make its Ratable Share of such Loan to Borrower, on the terms and each Co-Agent will give notice subject to the Administrative Agent by 10:00 a.m. (New York City time) at least two (2) Business Days prior to the Borrowing Date specifying whether or not the Lenders in its Group intend to make such Loan andconditions hereof, if 46234227 1009038607v4 they intend to make such Loan, if such Loan will be a CP Rate Loan, a Mizuho Rate Loan, SOFR Loan or an Alternate Base Rate Loan; provided that (i) at no time may the aggregate principal amount of Blue Ridge's and the Blue Ridge Liquidity Banks' Loans of the Lenders in the Mizuho Group at any one time outstanding exceed the Mizuho Group’s Group Limit; lesser of (i) the aggregate amount of the Blue Ridge Liquidity Banks' Commitments, and (ii) Blue Ridge's Percentage of the Borrowing Base (such lesser amount, the "Blue Ridge Allocation Limit"); and
(b) in the event that Victory fails to make any such Loan to Borrower pursuant to Victory's Commitment, the Victory Agent shall promptly notify Borrower and, unless Borrower cancels its Borrowing Request, each of the Victory Liquidity Banks severally agrees to make its Ratable Share of such Loan to Borrower, on the terms and subject to the conditions hereof, provided that at no time may the aggregate principal amount of Victory's and the Victory Liquidity Banks' Loans of the Lenders in the Regions Group at any one time outstanding exceed the Regions lesser of (i) the aggregate amount of the Victory Group’s Group 's Commitments, and (ii) Victory's Percentage of the Borrowing Base (such lesser amount, the "Victory Allocation Limit; (iii) at "). Each Loan shall be in the minimum amount of $1,000,000 or a larger integral multiple of $500,000. In no time event may the aggregate principal amount of the Loans of any Lender at any one time outstanding exceed the Maximum Advance Amount of such Lender; and (iv) at no time may the Aggregate Principal Advances hereunder exceed the lesser of (x) the Aggregate Facility AmountCommitment, and or (y) the Borrowing Base.
(ii) On the terms and subject to the conditions set forth in this Agreement, Borrower may, upon 30 days written notice to the Administrative Agent, from time to time during the Revolving Period request that . Each Committed Lender's Commitment under this Agreement be amended to convert all or a portion shall terminate on the Facility Termination Date. Each of the Maximum Advance Amounts to a committed facility with a oneLoans, two or three year term; provided that any such conversion shall require the approval and all other Obligations of the Co-Agent of each GroupBorrower, the Lenders in each Group and the Administrative Agent, which approvals shall be at secured by the sole and absolute discretion of each of the Co-Agents, Lenders and the Administrative Agent and shall be subject to mutually satisfactory documentationCollateral as provided in Article IX.
Appears in 1 contract
Sources: Credit and Security Agreement (Boston Scientific Corp)
The Facility. (i) On the terms and subject to the conditions set forth in this Agreement, the Borrower (or the Servicer on ▇▇▇▇▇▇▇▇the Borrower’s behalf) may from time to time during the Revolving Period for each Group request Advances by delivering a Borrowing Request to the applicable Co-Agents Agent(s) in accordance with Section 2.1. Upon receipt of a copy of each Borrowing Request from Borrowerthe Borrower or Servicer during a Group’s Revolving Period, each of the applicable Co-Agents Agent shall determine whether any Lenders in its Group Conduit will fund a Loan in an amount equal to such Group’s Stated Percentage, subject to Section 1.2(a), the portion of the requested Advance specified in such Borrowing Request, and each Co-Agent will give notice and
(a) PNC severally agrees to make its Ratable Share of such Loan to the Administrative Agent by 10:00 a.m. (New York City time) at least two (2) Business Days prior Borrower, on the terms and subject to the Borrowing Date specifying whether or not the Lenders in its Group intend to make such Loan andconditions hereof, if 46234227 1009038607v4 they intend to make such Loan, if such Loan will be a CP Rate Loan, a Mizuho Rate Loan, SOFR Loan or an Alternate Base Rate Loan; provided that (i) at no time may the aggregate principal amount of the PNC’s Loans of the Lenders in the Mizuho Group at any one time outstanding exceed the Mizuho Grouplesser of (i) the amount of PNC’s Group Limit; Commitment, and (ii) the PNC Group’s Percentage of the Borrowing Base (such lesser amount, the “PNC Allocation Limit”);
(b) in the event that Gotham elects not to make any such Loan to the Borrower, the Gotham Agent shall promptly notify the Borrower and, unless the Borrower cancels its Borrowing Request, each of the Liquidity Banks of Gotham severally agrees to make its Ratable Share of such Loan to the Borrower, on the terms and subject to the conditions hereof, provided that at no time may the aggregate principal amount of the Gotham’s and its Liquidity Banks’ Loans of the Lenders in the Regions Group at any one time outstanding exceed the Regions lesser of (i) the aggregate amount of the Gotham Liquidity Banks’ Commitments, and (ii) the Gotham Group’s Group Percentage of the Borrowing Base (such lesser amount, the “Gotham Allocation Limit”); and
(iiic) in the event that Atlantic elects not to make any such Loan to the Borrower, the Atlantic Agent shall promptly notify the Borrower and, unless the Borrower cancels its Borrowing Request, each of the Liquidity Banks of Atlantic severally agrees to make its Ratable Share of such Loan to the Borrower, on the terms and subject to the conditions hereof, provided that at no time may the aggregate principal amount of the Atlantic’s and its Liquidity Banks’ Loans of any Lender at any one time outstanding exceed the Maximum Advance Amount lesser of such Lender; (i) the aggregate amount of the Atlantic Liquidity Banks’ Commitments, and (ivii) at the Atlantic Group’s Percentage of the Borrowing Base (such lesser amount, the “Atlantic Allocation Limit”). Each Loan shall be in the minimum amount of $1,000,000 or a larger integral multiple of $500,000. In no time event may the Aggregate Principal aggregate principal amount of the Advances hereunder exceed the lesser of (x) the Aggregate Facility AmountCommitment, and or (y) the Borrowing Base.
(ii) On the terms and subject to the conditions set forth in this Agreement, Borrower may, upon 30 days written notice to the Administrative Agent, from time to time during the Revolving Period request that . Each Liquidity Bank’s Commitment under this Agreement be amended shall terminate on the earlier to convert all or a portion occur of such Liquidity Bank’s Scheduled Termination Date and the Termination Date. Each of the Maximum Advance Amounts to a committed facility with a oneLoans, two or three year term; provided that any such conversion shall require the approval and all other Obligations of the Co-Agent of each GroupBorrower, the Lenders in each Group and the Administrative Agent, which approvals shall be at secured by the sole and absolute discretion of each of the Co-Agents, Lenders and the Administrative Agent and shall be subject to mutually satisfactory documentationCollateral as provided in Article IX.
Appears in 1 contract
Sources: Credit and Security Agreement (Quest Diagnostics Inc)
The Facility. (i) On the terms and subject to the conditions set forth in this Agreement, Borrower (or the Servicer on ▇▇▇▇▇▇▇▇Borrower’s behalf) may from time to time during the Revolving Period request Advances by delivering a Borrowing Request to the Co-Agents in accordance with Section 2.1. Upon .
(a) If any Co-Agent’s Group includes a Conduit, then upon receipt of a copy of each Borrowing Request from BorrowerBorrower or Servicer, each of the such Co-Agents Agent shall determine whether any Lenders in its Group Conduit will fund make a Loan in an amount equal to such its Group’s Stated Percentage, subject to Section 1.2(a), Percentage of the requested Advance specified in such Borrowing Request, and each in the event that its Conduit elects not to make any such Loan to Borrower, such Co-Agent will give notice shall promptly notify Borrower and, unless Borrower cancels its Borrowing Request (which, for the avoidance of doubt shall apply to all Lenders), each of the related Conduit’s Liquidity Banks severally agrees to make its Ratable Share of such Loan to Borrower, on the terms and subject to the Administrative Agent by 10:00 a.m. (New York City time) at least two (2) Business Days prior to the Borrowing Date specifying whether or not the Lenders in its Group intend to make such Loan andconditions hereof, if 46234227 1009038607v4 they intend to make such Loan, if such Loan will be a CP Rate Loan, a Mizuho Rate Loan, SOFR Loan or an Alternate Base Rate Loan; provided that (i) at no time may the aggregate principal amount of the such Conduit’s Liquidity Banks’ Loans of the Lenders in the Mizuho Group at any one time outstanding exceed the Mizuho Grouplesser of (i) the aggregate amount of the Conduit’s Group Limit; Liquidity Banks’ Commitments, and (ii) such Conduit Group’s Percentage of the Borrowing Base (such lesser amount, the “Conduit Allocation Limit”).
(b) If any Co-Agent’s Group does not include a Conduit, the Lenders in such Group shall, unless the Borrower has canceled its Borrowing Request pursuant to clause (a) above, make a Loan in an amount equal to its Percentage of the requested Advance, on the terms and subject to the conditions hereof; provided that at no time may the aggregate principal amount of the such Lender’s Loans of the Lenders in the Regions Group at any one time outstanding exceed the Regions Group’s Group applicable Allocation Limit; .
(iiic) at Each Loan shall be in the minimum amount of $1,000,000 or a larger integral multiple of $500,000. In no time event may the aggregate principal amount of the Loans of any Lender at any one time outstanding exceed the Maximum Advance Amount of such Lender; and (iv) at no time may the Aggregate Principal Advances hereunder exceed the lesser of (x) the Aggregate Facility AmountCommitment, and or (y) the Borrowing Base.
(ii) On the terms and subject to the conditions set forth in this Agreement, Borrower may, upon 30 days written notice to the Administrative Agent, from time to time during the Revolving Period request that . Each Committed Lender’s Commitment under this Agreement be amended to convert all or a portion shall terminate on the Facility Termination Date. Each of the Maximum Advance Amounts to a committed facility with a oneLoans, two or three year term; provided that any such conversion shall require the approval and all other Obligations of the Co-Agent of each GroupBorrower, the Lenders in each Group and the Administrative Agent, which approvals shall be at secured by the sole and absolute discretion of each of the Co-Agents, Lenders and the Administrative Agent and shall be subject to mutually satisfactory documentationCollateral as provided in Article XIII.
Appears in 1 contract
Sources: Credit and Security Agreement (Boston Scientific Corp)
The Facility. (i) On the terms and subject to the conditions set forth in this Agreement, the Borrower (or the Servicer on ▇▇▇▇▇▇▇▇’s the Borrower's behalf) may from time to time during the Revolving Period request Advances by delivering a Borrowing Request to the Co-Agents in accordance with Section 2.1. Upon receipt of a copy of each Borrowing Request from Borrowerthe Borrower or Servicer, each of the Co-Agents shall determine whether any Lenders in its Group Conduit will fund a Loan in an amount equal to such Group’s Stated Percentage, subject to Section 1.2(a), the portion of the requested Advance specified in such Borrowing Request, and each Co-Agent will give notice and
(a) in the event that Blue Ridge elects not to make any such Loan to the Administrative Borrower, the Blue Ridge Agent by 10:00 a.m. (New York City time) at least two (2) Business Days prior shall promptly notify the Borrower and, unless the Borrower cancels its Borrowing Request, each of the Liquidity Banks of Blue Ridge severally agrees to make its Ratable Share of such Loan to the Borrowing Date specifying whether or not Borrower, on the Lenders in its Group intend terms and subject to make such Loan andthe conditions hereof, if 46234227 1009038607v4 they intend to make such Loan, if such Loan will be a CP Rate Loan, a Mizuho Rate Loan, SOFR Loan or an Alternate Base Rate Loan; provided that (i) at no time may the aggregate principal amount of the Blue Ridge's and its Liquidity Banks' Loans of the Lenders in the Mizuho Group at any one time outstanding exceed the Mizuho Group’s Group Limit; lesser of (i) the aggregate amount of the Blue Ridge Liquidity Banks' Commitments, and (ii) Blue Ridge's Percentage of the Borrowing Base (such lesser amount, the "Blue Ridge Allocation Limit");
(b) in the event that La Fayette elects not to make any such Loan to the Borrower, the La Fayette Agent shall promptly notify the Borrower and, unless the Borrower cancels its Borrowing Request, each of the Liquidity Banks of La Fayette severally agrees to make its Ratable Share of such Loan to the Borrower, on the terms and subject to the conditions hereof, provided that at no time may the aggregate principal amount of the La Fayette's and its Liquidity Banks' Loans of the Lenders in the Regions Group at any one time outstanding exceed the Regions Group’s Group lesser of (i) the aggregate amount of the La Fayette Liquidity Banks' Commitments, and (ii) La Fayette's Percentage of the Borrowing Base (such lesser amount, the "La Fayette Allocation Limit"); and
(iiic) in the event that Jupiter elects not to make any such Loan to the Borrower, the Jupiter Agent shall promptly notify the Borrower and, unless the Borrower cancels its Borrowing Request, each of the Liquidity Banks of Jupiter severally agrees to make its Ratable Share of such Loan to the Borrower, on the terms and subject to the conditions hereof, provided that at no time may the aggregate principal amount of the Jupiter's and its Liquidity Banks' Loans of any Lender at any one time outstanding exceed the Maximum Advance Amount lesser of such Lender; (i) the aggregate amount of the Jupiter Liquidity Banks' Commitments, and (ivii) at Jupiter's Percentage of the Borrowing Base (such lesser amount, the "Jupiter Allocation Limit"); Each Loan shall be in the minimum amount of $1,000,000 or a larger integral multiple of $500,000. In no time event may the Aggregate Principal aggregate principal amount of the Advances hereunder exceed the lesser of (x) the Aggregate Facility AmountCommitment, and or (y) the Borrowing Base.
(ii) On the terms and subject to the conditions set forth in this Agreement, Borrower may, upon 30 days written notice to the Administrative Agent, from time to time during the Revolving Period request that . Each Liquidity Bank's Commitment under this Agreement be amended shall terminate on the earlier to convert all or a portion occur of such Liquidity Bank's Scheduled Termination Date and the Termination Date. Each of the Maximum Advance Amounts to a committed facility with a oneLoans, two or three year term; provided that any such conversion shall require the approval and all other Obligations of the Co-Agent of each GroupBorrower, the Lenders in each Group and the Administrative Agent, which approvals shall be at secured by the sole and absolute discretion of each of the Co-Agents, Lenders and the Administrative Agent and shall be subject to mutually satisfactory documentationCollateral as provided in Article IX.
Appears in 1 contract
Sources: Credit and Security Agreement (Quest Diagnostics Inc)
The Facility. (i) On the terms and subject to the conditions set forth in this Agreement, the Borrower (or the Servicer on ▇▇▇▇▇▇▇▇’s the Borrower's behalf) may from time to time during the Revolving Period request Advances by delivering a Borrowing Request to the Co-Agents in accordance with Section 2.1SECTION 2.
1. Upon receipt of a copy of each Borrowing Request from Borrowerthe Borrower or Servicer, each of the Co-Agents shall determine advise the Borrower not later than 12:00 noon (New York City time) on the Business Day following such receipt whether any Lenders in its Group Conduit or such Conduit's Liquidity Banks will fund a Loan in an amount equal to such Group’s Stated Percentage, subject to Section 1.2(a), its Percentage of the requested Advance specified Advance, and:
(a) in the event that Blue Ridge elects not to make any such Borrowing Request, and each Co-Agent will give notice Loan to the Administrative Agent by 10:00 a.m. (New York City time) at least two (2) Business Days prior Borrower, each of the Liquidity Banks of Blue Ridge severally agrees to make its Ratable Share of such Loan to the Borrowing Date specifying whether or not Borrower, on the Lenders in its Group intend terms and subject to make such Loan andthe conditions hereof, if 46234227 1009038607v4 they intend to make such Loan, if such Loan will be a CP Rate Loan, a Mizuho Rate Loan, SOFR Loan or an Alternate Base Rate Loan; provided that (i) PROVIDED THAT at no time may the aggregate principal amount of the Blue Ridge's and its Liquidity Banks' Loans of the Lenders in the Mizuho Group at any one time outstanding exceed the Mizuho Group’s Group Limit; lesser of (i) the aggregate amount of the Blue Ridge Liquidity Banks' Commitments, and (ii) Blue Ridge's Percentage of the Borrowing Base (such lesser amount, the "BLUE RIDGE ALLOCATION LIMIT"); and
(b) in the event that Falcon elects not to make any such Loan to the Borrower, each of the Liquidity Banks of Falcon severally agrees to make its Ratable Share of such Loan to the Borrower, on the terms and subject to the conditions hereof, PROVIDED THAT at no time may the aggregate principal amount of the Falcon's and its Liquidity Banks' Loans of the Lenders in the Regions Group at any one time outstanding exceed the Regions Group’s Group Limit; lesser of (iiii) at no time may the aggregate principal amount of the Loans of any Lender at any one time outstanding exceed the Maximum Advance Amount of such Lender; and (iv) at no time may the Aggregate Principal exceed the lesser of (x) the Aggregate Facility Amount, and (y) the Borrowing Base.
(ii) On the terms and subject to the conditions set forth in this Agreement, Borrower may, upon 30 days written notice to the Administrative Agent, from time to time during the Revolving Period request that this Agreement be amended to convert all or a portion of the Maximum Advance Amounts to a committed facility with a one, two or three year term; provided that any such conversion shall require the approval of the Co-Agent of each Group, the Lenders in each Group and the Administrative Agent, which approvals shall be at the sole and absolute discretion of each of the Co-Agents, Lenders and the Administrative Agent and shall be subject to mutually satisfactory documentation.Falcon Liquidity Banks'
Appears in 1 contract
Sources: Credit and Security Agreement (Interim Services Inc)
The Facility. (i) On the terms and subject to the conditions set forth in this Agreement, the Borrower (or the Servicer on ▇▇▇▇▇▇▇▇’s the Borrower's behalf) may from time to time during the Revolving Period request Advances by delivering a Borrowing Request to the Co-Agents in accordance with Section 2.12.
1. Upon receipt of a copy of each Borrowing Request from Borrowerthe Borrower or Servicer, each of the Co-Agents shall determine whether any Lenders in its Group Conduit will fund a Loan in an amount equal that equals (in the case of Falcon) or is close to such Group’s Stated Percentage, subject to Section 1.2(abut not in excess of (in the case of Blue Ridge), its Funding Percentage of the requested Advance specified Advance, and
(a) in the event that Blue Ridge elects not to make any such Loan to the Borrower, the Blue Ridge Agent shall promptly notify the Borrower and, unless the Borrower cancels its Borrowing Request, and each Co-Agent will give notice of the Liquidity Banks of Blue Ridge severally agrees to make its Ratable Share of such Loan to the Administrative Agent by 10:00 a.m. (New York City time) at least two (2) Business Days prior to the Borrowing Date specifying whether or not the Lenders in its Group intend to make such Loan andBorrower, if 46234227 1009038607v4 they intend to make such Loan, if such Loan will be a CP Rate Loan, a Mizuho Rate Loan, SOFR Loan or an Alternate Base Rate Loan; provided that (i) at no time may the aggregate principal amount of the Loans of the Lenders in the Mizuho Group at any one time outstanding exceed the Mizuho Group’s Group Limit; (ii) at no time may the aggregate principal amount of the Loans of the Lenders in the Regions Group at any one time outstanding exceed the Regions Group’s Group Limit; (iii) at no time may the aggregate principal amount of the Loans of any Lender at any one time outstanding exceed the Maximum Advance Amount of such Lender; and (iv) at no time may the Aggregate Principal exceed the lesser of (x) the Aggregate Facility Amount, and (y) the Borrowing Base.
(ii) On on the terms and subject to the conditions set forth hereof, provided that at no time may the sum of the aggregate principal amount of Blue Ridge's and its Liquidity Banks' Loans at any one time outstanding plus the unpaid interest thereon accrued and to accrue through the next succeeding Settlement Date, exceed the lesser of (i) the aggregate amount of the Blue Ridge Liquidity Banks' Commitments, and (ii) Blue Ridge's Funding Percentage of the Borrowing Base (such lesser amount, the "Blue Ridge Allocation Limit"); and
(b) in this Agreement, Borrower may, upon 30 days written notice the event that Falcon elects not to make any such Loan to the Administrative Agent, from time to time during the Revolving Period request that this Agreement be amended to convert all or a portion of the Maximum Advance Amounts to a committed facility with a one, two or three year term; provided that any such conversion shall require the approval of the Co-Agent of each GroupBorrower, the Lenders in each Group and Falcon Agent shall promptly notify the Administrative AgentBorrower and, which approvals shall be at unless the sole and absolute discretion of Borrower cancels its Borrowing Request, each of the Co-AgentsLiquidity Banks of Falcon severally agrees to make its Ratable Share of such Loan to the Borrower, Lenders on the terms and the Administrative Agent and shall be subject to mutually satisfactory documentationthe conditions hereof, provided that at no time may the sum of the aggregate principal amount of Falcon's and its Liquidity Banks' Loans at any one time outstanding plus the unpaid interest thereon accrued and to accrue through the next succeeding Settlement Date, exceed the lesser of (i) the aggregate amount of the Falcon Liquidity Banks' Commitments, and (ii) Falcon's Funding Percentage of the Borrowing Base (such lesser amount, the "Falcon Allocation Limit").
Appears in 1 contract
Sources: Credit and Security Agreement (Lanier Worldwide Inc)
The Facility. (ia) On Subject to the terms and subject to the conditions set forth in of this Agreement, Borrower (or each Lender severally agrees to make Loans to the Servicer on ▇▇▇▇▇▇▇▇’s behalf) may Company from time to time on any Business Day in the case of Adjusted Base Rate Loans and on any Eurodollar Business Day in the case of LIBOR Rate Loans during the Revolving Period request Advances by delivering a Borrowing Request period from the Closing Date to the Co-Agents Expiration Date in accordance with Section 2.1an aggregate unpaid principal amount not to exceed at any time such Lender's Commitment. Upon receipt Each Borrowing shall consist of a copy Loans bearing interest at the same rate made on the same day by Lenders ratably according to their respective Commitments. Each Borrowing consisting of each Borrowing Request from Borrower, each of the Co-Agents Adjusted Base Rate Loans shall determine whether any Lenders in its Group will fund a Loan be in an amount equal to such Group’s Stated Percentage, subject to Section 1.2(a), of the requested Advance specified in such Borrowing Request, and each Co-Agent will give notice to the Administrative Agent by 10:00 a.m. (New York City time) at least two (2) Business Days prior to the Borrowing Date specifying whether or not the Lenders in its Group intend to make such Loan and, if 46234227 1009038607v4 they intend to make such Loan, if such Loan will be a CP Rate Loan, a Mizuho Rate Loan, SOFR Loan $50,000 or an Alternate Base Rate Loan; provided that integral multiple of $10,000 in excess thereof (i) at no time may or the aggregate principal amount of the unused Total Commitment) and each Borrowing consisting of LIBOR Rate Loans shall be in an amount equal to $200,000 or an integral multiple of $25,000 in excess thereof (or the Lenders in the Mizuho Group at any one time outstanding exceed the Mizuho Group’s Group Limit; (ii) at no time may the aggregate principal amount of the unused Total Commitment). There shall not be Loans of the Lenders in the Regions Group at representing more than five Borrowings outstanding on any one time outstanding exceed the Regions Group’s Group Limit; (iii) at no time may the aggregate principal amount of the Loans of any Lender at any one time outstanding exceed the Maximum Advance Amount of such Lender; and (iv) at no time may the Aggregate Principal exceed the lesser of (x) the Aggregate Facility Amount, and (y) the Borrowing Basedate.
(iib) On Subject to the terms and subject to conditions of this Section 2.1(b), the conditions set forth in this Agreement, Borrower may, upon 30 days written notice to the Administrative Agent, Scheduled Expiration Date may be extended by an additional year from time to time during at the Revolving Period written request that this Agreement of the Company (an "Extension Request"). Each Extension Request shall be amended delivered to convert all the Agent not more than fifteen (15) months and not less than twelve (12) months prior to the Scheduled Expiration Date. If the Agent receives an Extension Request, it will give prompt notice thereof to each Lender, and each Lender shall have the right to approve or a reject, in its sole and absolute discretion, such Extension Request by giving the Agent written notice of its decision within sixty (60) days following its receipt of the Agent's notice thereof. If the Lenders unanimously approve such Extension Request, the Agent shall so notify the Company within ninety (90) days following its receipt of such Extension Request and the Scheduled Expiration Date shall, effective from the date of such notice, be the date one (1) year subsequent to the prior Scheduled Expiration Date. If for any reason the Agent does not respond to such Extension Request within ninety (90) days following its receipt thereof or if such Extension Request is not approved by each Lender, such Extension Request shall be deemed to have been rejected.
(c) The Company shall have the right, upon at least five (5) Business Days' notice to the Agent, to terminate in whole, or from time to time reduce in part, the unused portion of the Maximum Advance Amounts to a committed facility with a oneTotal Commitment, two or three year term; provided that each partial reduction of the unused portion of the Total Commitment shall be in an amount equal to $1,000,000 or an integral multiple of $1,000,000 in excess thereof. Upon receipt of any such conversion notice, the Agent shall require the approval promptly notify each Lender of the Co-contents thereof and the amount to which such Lender's Commitment is to be ratably reduced.
(d) If an Event of Loss or Event of Eminent Domain shall have occurred in connection with which the Company shall not have fully rebuilt, repaired, restored or replaced the Energy Complex or the part thereof that has been affected by such Event of Loss or Event of Eminent Domain (as the case may be), and Loss Proceeds with respect thereto are to be distributed by the Collateral Agent pursuant to Section 6.2(b) of each Groupthe Intercreditor Agreement, the Lenders Total Commitment in each Group effect immediately prior to such distribution shall be automatically and permanently reduced (but not to less than zero) by an amount equal to the Working Capital Facility's Percentage Share of the Excess Loss Proceeds (calculated without regard to the Working Capital Facility Distribution Amount) with respect to such Event of Loss or Event of Eminent Domain. Such reduction shall be effective on the first date on which the Company is required to redeem or prepay such Senior Securities, provided that if at or prior to the time of any such redemption or prepayment of the Senior Securities the Energy Complex has been fully rebuilt, repaired, restored and replaced to the same operating capacities and operating standards and to the same condition as existed prior to the occurrence of such Event of Loss or Event of Eminent Domain and the Administrative AgentCompany has delivered a written request to the Agent requesting that the Total Commitment not be reduced in connection with such Event of Loss or Event of Eminent Domain, which approvals then the Total Commitment shall be at reduced pursuant to this paragraph (b) only if the sole and absolute discretion of each of Required Lenders have requested that the Co-Agents, Lenders and the Administrative Agent and shall Total Commitment be subject to mutually satisfactory documentationso reduced.
Appears in 1 contract
Sources: Revolving Credit Agreement (Mobile Energy Services Co LLC)
The Facility. (i) On the terms and subject to the conditions set forth in this Agreement, the Borrower (or the Servicer on ▇▇▇▇▇▇▇▇’s the Borrower's behalf) may from time to time during the Revolving Period request Advances by delivering a Borrowing Request to the Co-Agents in accordance with Section 2.1. Upon receipt of a copy of each Borrowing Request from Borrowerthe Borrower or Servicer, each of the Co-Agents shall determine whether any Lenders in its Group Conduit will fund a Loan in an amount equal to such Group’s Stated Percentage, subject to Section 1.2(a), the portion of the requested Advance specified in such Borrowing Request, and each Co-Agent will give notice and
(a) in the event that Blue Ridge elects not to make any such Loan to the Administrative Borrower, the Blue Ridge Agent by 10:00 a.m. (New York City time) at least two (2) Business Days prior shall promptly notify the Borrower and, unless the Borrower cancels its Borrowing Request, each of the Liquidity Banks of Blue Ridge severally agrees to make its Ratable Share of such Loan to the Borrowing Date specifying whether or not Borrower, on the Lenders in its Group intend terms and subject to make such Loan andthe conditions hereof, if 46234227 1009038607v4 they intend to make such Loan, if such Loan will be a CP Rate Loan, a Mizuho Rate Loan, SOFR Loan or an Alternate Base Rate Loan; provided that (i) at no time may the aggregate principal amount of the Blue Ridge's and its Liquidity Banks' Loans of the Lenders in the Mizuho Group at any one time outstanding exceed the Mizuho Group’s Group Limit; lesser of (i) the aggregate amount of the Blue Ridge Liquidity Banks' Commitments, and
(ii) the Blue Ridge Group's Percentage of the Borrowing Base (such lesser amount, the "Blue Ridge Allocation Limit");
(b) in the event that Atlantic elects not to make any such Loan to the Borrower, the Atlantic Agent shall promptly notify the Borrower and, unless the Borrower cancels its Borrowing Request, each of the Liquidity Banks of Atlantic severally agrees to make its Ratable Share of such Loan to the Borrower, on the terms and subject to the conditions hereof, provided that at no time may the aggregate principal amount of the Atlantic's and its Liquidity Banks' Loans of the Lenders in the Regions Group at any one time outstanding exceed the Regions lesser of (i) the aggregate amount of the Atlantic Liquidity Banks' Commitments, and (ii) the Atlantic Group’s Group 's Percentage of the Borrowing Base (such lesser amount, the "Atlantic Allocation Limit; (iii) at "). Each Loan shall be in the minimum amount of $1,000,000 or a larger integral multiple of $500,000. In no time event may the aggregate principal amount of the Loans of any Lender at any one time outstanding exceed the Maximum Advance Amount of such Lender; and (iv) at no time may the Aggregate Principal Advances hereunder exceed the lesser of (x) the Aggregate Facility AmountCommitment, and or (y) the Borrowing Base.
(ii) On the terms and subject to the conditions set forth in this Agreement, Borrower may, upon 30 days written notice to the Administrative Agent, from time to time during the Revolving Period request that . Each Liquidity Bank's Commitment under this Agreement be amended shall terminate on the earlier to convert all or a portion occur of such Liquidity Bank's Scheduled Termination Date and the Termination Date. Each of the Maximum Advance Amounts to a committed facility with a oneLoans, two or three year term; provided that any such conversion shall require the approval and all other Obligations of the Co-Agent of each GroupBorrower, the Lenders in each Group and the Administrative Agent, which approvals shall be at secured by the sole and absolute discretion of each of the Co-Agents, Lenders and the Administrative Agent and shall be subject to mutually satisfactory documentationCollateral as provided in Article IX.
Appears in 1 contract
Sources: Credit and Security Agreement (Quest Diagnostics Inc)