U.S. Revolving Loans. Subject to and upon the terms and conditions set forth herein, each Lender severally agrees to make, at any time and from time to time on or after the Effective Date and prior to the Final Maturity Date, a revolving loan or revolving loans (each, a “US Revolving Loan” and, collectively, the “US Revolving Loans”) to the US Borrowers (on a joint and several basis), which US Revolving Loans: (i) shall be denominated in Dollars, (ii) shall, at the option of the respective Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Loans; provided that, except as otherwise specifically provided in Section 2.10(b), all US Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Individual Exposure of such Lender to exceed the amount of its Revolving Loan Commitment at such time and (v) shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause (A) the Aggregate Exposure to exceed the Total Revolving Loan Commitment, as then in effect, (B) the Aggregate US Exposure to exceed the US Maximum Amount, as then in effect, (C) the Aggregate Exposure to exceed the Aggregate Borrowing Base at such time (based on the most recently delivered Borrowing Base Certificate) or (D) the Aggregate US Exposure to exceed the US Borrowing Base at such time (based on the most recently delivered Borrowing Base Certificate).
Appears in 2 contracts
Samples: Abl Credit Agreement (Mobile Mini Inc), Abl Credit Agreement (Mobile Mini Inc)
U.S. Revolving Loans. (a) Subject to and upon the terms and conditions set forth hereinof this Agreement, and during the term of this Agreement, each US Revolving Lender severally agrees (severally, not jointly or jointly and severally) to makemake US Revolving Loans to US Borrowers in US Dollars in an amount which in the aggregate at any one time outstanding shall not exceed the lesser of:
(i) such US Revolving Lender’s US Revolver Commitment, or
(ii) such US Revolving Lender’s Pro Rata Share of an amount equal to the lesser of:
(A) the amount equal to (1) the Maximum Revolver Amount less (2) the sum of (x) the US Dollar Equivalent of the aggregate principal amount of Canadian Revolving Loans and the US Dollar Equivalent of the aggregate principal amount of BA Obligations outstanding at such time, plus (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and
(B) the amount equal to (1) the US Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Administrative Borrower to Agent) less the sum of (2) the Letter of Credit Usage at such time, plus (3) the principal amount of Swing Loans outstanding at such time to or for the account of US Borrowers.
(b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time and from time to time on or after during the Effective Date and prior to term of this Agreement. The outstanding principal amount of the Final Maturity Date, a revolving loan or revolving loans (each, a “US Revolving Loan” and, collectively, the “US Revolving Loans”) , together with interest accrued and unpaid thereon, shall constitute US Obligations and shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the US Borrowers terms of this Agreement.
(on a joint and several basisc) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation), which US Revolving Loans: in the exercise of its Permitted Discretion, to establish, increase, decrease, reduce, eliminate, or otherwise adjust Reserves and (iwithout duplication) Receivable Reserves, Inventory Reserves, Bank Product Reserves, and other Reserves against the Borrowing Base or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserve established by Agent shall be denominated in Dollarshave a reasonable relationship to the event, (ii) shallcondition, at other circumstance, or fact that is the option of the respective Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Loans; provided that, except as otherwise specifically provided in Section 2.10(b), all US Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not be made (basis for such Reserve and shall not be required duplicative of any other Reserve established and currently maintained. Agent will provide notice to be madeAdministrative Borrower three (3) by any Lender in any instance where the incurrence thereof (after giving effect Business Days prior to the use establishment of or increase or decrease in Reserves, except that, Agent shall have the proceeds thereof on right to establish or increase a Reserve without such notice to Administrative Borrower in response to the date occurrence of the incurrence an Event of Default and shall provide notice thereof to repay any amounts theretofore outstanding pursuant Administrative Borrower as soon as practicable thereafter. Upon establishment or increase in Reserve, Agent agrees to this Agreement) would cause make itself available to discuss the Individual Exposure of Reserve or increase, and US Borrowers may take such Lender action as may be required so that the event, condition, circumstance, or fact that is the basis for such Reserve or increase no longer exists, in a manner and to exceed the amount extent reasonably satisfactory to Agent in the exercise of its Revolving Loan Commitment at Permitted Discretion. In no event shall such time and (v) opportunity limit the right of Agent to establish or change such Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserves, unless Agent shall not be made (and shall not be required to be made) have determined, in its Permitted Discretion, that the event, condition, other circumstance, or fact that was the basis for such Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserves or such change no longer exists or has otherwise been adequately addressed by any Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause (A) the Aggregate Exposure to exceed the Total Revolving Loan Commitment, as then in effect, (B) the Aggregate US Exposure to exceed the US Maximum Amount, as then in effect, (C) the Aggregate Exposure to exceed the Aggregate Borrowing Base at such time (based on the most recently delivered Borrowing Base Certificate) or (D) the Aggregate US Exposure to exceed the US Borrowing Base at such time (based on the most recently delivered Borrowing Base Certificate)Borrowers.
Appears in 1 contract
U.S. Revolving Loans. Subject to and upon the terms and conditions set forth hereinof this Agreement, each Lender severally agrees to makeduring the Original Term and any Renewal Term, at any time and from time to time on or after Agent shall, absent the Effective Date and prior to the Final Maturity Dateexistence of an Event of Default, a revolving loan or make revolving loans and advances (each, a “US Revolving Loan” and, collectively, the “US Revolving Loans”) to Coast US on behalf of US Lender, or cause US Lender to make such loans and advances in an amount up to the sum of the following sublimits (the “US Borrowers (on a joint and several basis), which US Revolving Loans: Borrowing Base Availability”):
(i) shall an amount equal to eighty percent (80%) of the face amount of Coast US’s Eligible Accounts, (provided that Lender may reduce the lending formula with respect to Coast US’s Eligible Accounts to the extent that Lender determines in its Permitted Discretion that: (A) the dilution with respect to those Accounts for any period (based on the ratio of (1) the aggregate amount of reductions in those Accounts other than as a result of payments in cash to (2) the aggregate amount of total sales has increased in any material respect, or may be denominated reasonably anticipated to increase in Dollarsany material respect, above historical levels), or (B) the general creditworthiness of the Account Debtors of Coast US has declined; provided further, that in determining whether to reduce the lending formula(s), Lender may consider events, conditions, contingencies or risks which are also considered in determining Borrowers’ Eligible Accounts; plus
(ii) shallthe US Inventory Advance Sublimit; provided, at that the option US Borrowing Base Availability shall in no event exceed the US Maximum Loan Sublimit, provided further that the aggregate unpaid principal balance of the respective BorrowerUS Revolving Credit Outstandings plus the aggregate unpaid principal balance of Canadian Revolving Credit Outstandings shall in no event exceed the Maximum Loan Limit. The aggregate unpaid principal balance of all US Revolving Credit Outstandings shall not at any time exceed the lesser of the (i) US Borrowing Base Availability and (ii) the US Maximum Loan Sublimit. If at any time (A) the US Revolving Credit Outstandings exceeds either the US Borrowing Base Availability or the US Maximum Loan Sublimit, be incurred (B) any portion of the US Revolving Credit Outstandings exceeds any applicable sublimit within the US Borrowing Base Availability or (C) the aggregate unpaid principal balance of the US Revolving Credit Outstandings and maintained as, and/or converted into, Base Rate Loans or LIBOR Loans; provided thatCanadian Revolving Credit Outstandings exceeds the Maximum Loan Limit, except as otherwise specifically provided in Section 2.10(bsubsection 2(e), all Coast US shall pay to US Lender or Agent, for the benefit of US Lender, such amount as may be necessary to eliminate such excess and Agent and US Lender shall apply such payment to the US Revolving Credit Outstandings to eliminate such excess; provided, that Lender shall permit such excess (the “Excess”) to remain outstanding for a period of up to the earlier of (w) the date Coast US becomes aware of such Excess and (x) the earliest date that Coast US is required to deliver it’s next monthly trial balance of its Accounts pursuant to subsection 9(b) hereof so long as (y) no Event of Default is then in existence and (z) the outstanding amount of such Excess does not exceed $250,000.00; provided further that Lender shall have no obligation to make Loans during such period of time as such Excess remains outstanding. Coast US hereby authorizes Agent and US Lender, in each of their Permitted Discretion, to charge any of Coast US’ accounts or advance US Revolving Loans comprising to make any payments of principal, interest, fees, costs or expenses required to be made under this Agreement. A request for a US Revolving Loan shall be made or shall be deemed to be made, each in the following manner: Coast US shall give Agent same Borrowing day notice, no later than 1:00 P.M. (Chicago time) for such day, of its request for a US Revolving Loan as a US Prime Rate Loan, and at least three (3) Business Days prior notice of its request for a US Revolving Loan as a LIBOR Rate Loan, in which notice Coast US shall at all times be specify the amount of the same Typeproposed borrowing and the proposed borrowing date; provided, (iii) however, that no such request may be repaid and reborrowed in accordance made at a time when there exists an Event of Default or an event which, with the provisions hereofpassage of time or giving of notice, will become an Event of Default. In the event that Coast US maintains a controlled disbursement account at LaSalle Bank, each check presented for payment against such controlled disbursement account and any other charge or request for payment against such controlled disbursement account shall constitute a request for a US Revolving Loan as a US Prime Rate Loan. As an accommodation to Coast US, Agent may permit telephone requests for US Revolving Loans and electronic transmittal of instructions, authorizations, agreements or reports to Agent by Coast US. Unless Coast US specifically directs Agent in writing not to accept or act upon telephonic or electronic communications from Coast US, neither Agent nor US Lender shall have any liability to Coast US for any loss or damage suffered by Coast US as a result of Agent’s or US Lender’s honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to it telephonically or electronically and purporting to have been sent to Agent or US Lender by Coast US and neither Agent nor US Lender shall have any duty to verify the origin of any such communication or the authority of the Person sending it. Coast US hereby irrevocably authorizes Agent and US Lender to disburse the proceeds of each US Revolving Loan requested by Coast US, or deemed to be requested by Coast US, as follows: the proceeds of each US Revolving Loan requested under subsection 2(a) shall be disbursed by Agent or US Lender in lawful money of the United States of America in immediately available funds by wire transfer, Automated Clearing House (ivACH) transfer or internal bank transfer of funds (if applicable) to a bank account at an Approved Bank or to such other bank account as may be agreed upon by Coast US and Agent (which agreement by Agent shall not be made (and shall not be required unreasonably withheld) from time to be made) by any Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding time, or elsewhere if pursuant to this Agreement) would cause the Individual Exposure of such Lender to exceed the amount of its Revolving Loan Commitment at such time and (v) shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause (A) the Aggregate Exposure to exceed the Total Revolving Loan Commitment, as then in effect, (B) the Aggregate US Exposure to exceed the US Maximum Amount, as then in effect, (C) the Aggregate Exposure to exceed the Aggregate Borrowing Base at such time (based on the most recently delivered Borrowing Base Certificate) or (D) the Aggregate US Exposure to exceed the US Borrowing Base at such time (based on the most recently delivered Borrowing Base Certificate)a written direction from Coast US.
Appears in 1 contract
Samples: Loan and Security Agreement (Coast Distribution System Inc)
U.S. Revolving Loans. Subject (i) As of the date hereof, the outstanding principal balance of the Original US Revolving Loan is $14,365,870.46 (the "OUTSTANDING ORIGINAL US REVOLVING LOAN BALANCE"). On the Closing Date, shall be continued and shall convert automatically, for all purposes of this Agreement to outstanding US Revolving Credit Advances hereunder owing to the US Revolving Lenders as if such US Revolving Credit Advances had been made by the such Lenders to the US Borrowers hereunder on the Closing Date ratably in accordance with their respective Pro Rata Shares. Each US Revolving Lender agrees, severally and upon the terms and conditions set forth hereinnot jointly, each Lender severally agrees to make, at any time and make available to US Borrowers from time to time until the US Commitment Termination Date such US Revolving Lender's Pro Rata Share of advances (each a "US REVOLVING CREDIT ADVANCE") requested by Borrower Representative on or after behalf of the Effective US Borrowers hereunder. The Pro Rata Share of the US Revolving Loan of any US Revolving Lender shall not at any time exceed its separate US Revolving Loan Commitment. US Revolving Credit Advances may be repaid and reborrowed; provided, that the amount of any US Revolving Credit Advance to be made at any time shall not exceed US Borrowing Availability. All US Revolving Loans shall be advanced, denominated, and repayable in US Dollars. Notwithstanding the foregoing, upon the request of US Borrower Representative set forth in a Notice of US Revolving Credit Advance, up to US$5,000,000 in the aggregate of US Revolving Advances will be advanced to the applicable US Borrower in Euros (based on the then Exchange Rate) instead of US Dollars; provided, however, that (i) each such US Revolving Credit Advance will still be accounted for as if such US Revolving Credit Advances were made in US Dollars on the date such US Revolving Credit Advance was made and shall still be repayable in US Dollars and (ii) US Borrowers shall reimburse Agent for any currency conversion costs incurred by Agent at the time of making such US Revolving Credit Advance as a result of receiving funds from the US Revolving Lenders with respect to such US Revolving Credit Advance in US Dollars and having to convert such US Dollars into Euros at the time of making such US Revolving Credit Advance (to the extent that a US Revolving Lender as part of its normal operations regularly funds loans in Euros and providing funds in Euros to Agent for the purpose of this sentence is not disadvantageous to such US Revolving Lender, such US Revolving Lender will provide such funds to Agent in Euros so that no conversion cost is necessary). All US Revolving Loans shall be repaid in full on the US Commitment Termination Date. Each US Borrower shall execute and deliver to each US Revolving Lender a note to evidence the US Revolving Loan Commitment of that US Revolving Lender. Each note shall be in the principal amount of the US Revolving Loan Commitment of the applicable US Revolving Lender, dated the Closing Date and prior to substantially in the Final Maturity Date, form of EXHIBIT 1.1(c)(i) (each a revolving loan or revolving loans (each, a “"US Revolving Loan” REVOLVING NOTE" and, collectively, the “"US Revolving Loans”) REVOLVING NOTES"). Other than pursuant to the US Borrowers (on a joint and several basisSECTION 1.1(c)(ii), which US Revolving Loans: (i) shall be denominated in Dollars, (ii) shall, if at any time the option of the respective Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Loans; provided that, except as otherwise specifically provided in Section 2.10(b), all outstanding US Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Individual Exposure of such Lender to exceed the amount of its Revolving Loan Commitment at such time and (v) shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause (A) the Aggregate Exposure to exceed the Total Revolving Loan Commitment, as then in effect, (B) the Aggregate US Exposure to exceed the US Maximum Amount, as then in effect, (C) the Aggregate Exposure to exceed the Aggregate Borrowing Base at such time (based on the most recently delivered Borrowing Base Certificate) or (D) the Aggregate US Exposure to exceed the US Borrowing Base (any such excess US Revolving Loans are herein referred to collectively as "US OVERADVANCES"), US Lenders shall not be obligated to make US Revolving Credit Advances, no additional US Letters of Credit shall be issued and, except as provided in SECTION 1.1(c)(ii) below, US Revolving Loans must be repaid immediately and US Letters of Credit cash collateralized in an amount sufficient to eliminate any US Overadvances. All US Overadvances shall constitute Index Rate Loans and shall bear interest at the Default Rate. US Revolving Loans which are Index Rate Loans may be requested in any amount with one (1) Business Day (or three (3) Business Days with respect to any US Revolving Loan requested to be advanced in Euros as provided above) prior written notice required for funding requests equal to or greater than US$5,000,000. For funding requests for such time Loans less than US$5,000,000, written notice must be provided by 1:00 p.m. (based New York time) on the most recently delivered Borrowing Base CertificateBusiness Day on which the Loan is to be made. All LIBOR Loans require three (3) Business Days prior written notice. Written notices for funding requests shall be in the form attached as EXHIBIT 1.1(c)(ii) ("NOTICE OF US REVOLVING CREDIT ADVANCE").
(ii) If Borrower Representative on behalf of US Borrowers requests that US Revolving Lenders make, or permit to remain outstanding any US Overadvances, Agent may, in its sole discretion, elect to make, or permit to remain outstanding such US Overadvances; PROVIDED, HOWEVER, that Agent may not cause US Revolving Lenders to make, or permit to remain outstanding, (a) aggregate US Revolving Loans in excess of the US Maximum Amount or (b) US Overadvances in an aggregate amount in excess of US$1,500,000. If a US Overadvance is made, or permitted to remain outstanding, pursuant to the preceding sentence, then all US Revolving Lenders shall be bound to make, or permit to remain outstanding, such US Overadvance based upon their Pro Rata Shares of the US Revolving Loan Commitment in accordance with the terms of this Agreement. If a US Overadvance remains outstanding for more than ninety (90) days during any one hundred eighty (180) day period, US Revolving Loans must be repaid immediately in an amount sufficient to eliminate all of such US Overadvances. Furthermore, Revolving Requisite Lenders may prospectively revoke Agent's ability to make or permit US Overadvances by written notice to Agent.
Appears in 1 contract
Samples: Credit Agreement (Aas Capital Corp)
U.S. Revolving Loans. Subject to From and upon after the terms and conditions set forth hereinClosing Date, each Lender with a US Revolving Loan Commitment hereby severally agrees agrees, subject to makethe limitations set forth below with respect to the maximum amount of US Revolving Loans permitted to be outstanding from time to time, at any time and to make US Revolving Loans in Dollars to Xxxxx-Xxxxxxxx or, if applicable, an Additional Domestic Subsidiary Borrower, as the case may be, from time to time during the period from and including the Closing Date to but excluding the US Revolving Loan Commitment Termination Date in an aggregate amount at any one time outstanding not exceeding its Pro Rata Share of the aggregate amount of the US Revolving Loan Commitments to be used for the purposes and subject to the limitations identified in subsection 2.5A. The amount of each US Revolving Lender’s US Revolving Loan Commitment is set forth opposite its name on or after Schedule A annexed hereto and the Effective aggregate amount of the US Revolving Loan Commitments as of the Closing Date is $300,000,000; provided, that the US Revolving Loan Commitments of Lenders shall be adjusted to give effect to any assignments of the US Revolving Loan Commitments pursuant to subsection 10.2, shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsection 2.4. In no event shall the aggregate principal amount of the US Revolving Loans to Xxxxx-Xxxxxxxx and, if applicable, an Additional Domestic Subsidiary Borrower, as the case may be, from any Lender outstanding at any time exceed its US Revolving Loan Commitment then in effect. Each Lender’s US Revolving Loan Commitment shall expire on the US Revolving Loan Commitment Termination Date and prior to the Final Maturity Date, a revolving loan or revolving loans (each, a “US Revolving Loan” and, collectively, the “US Revolving Loans”) to the US Borrowers (on a joint and several basis), which US Revolving Loans: (i) shall be denominated in Dollars, (ii) shall, at the option of the respective Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Loans; provided that, except as otherwise specifically provided in Section 2.10(b), all US Revolving Loans comprising and all other amounts owed hereunder with respect to the same Borrowing US Revolving Loans and the US Revolving Loan Commitments shall at all times be of the same Type, (iiipaid in full no later than that date. Amounts borrowed under this subsection 2.1A(vii) may be repaid and reborrowed in accordance with to but excluding the provisions hereof, (iv) shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Individual Exposure of such Lender to exceed the amount of its US Revolving Loan Commitment at such time and (v) shall not be made (and shall not be required to be made) by any Lender Termination Date. Anything contained in any instance where the incurrence thereof (after giving effect this Agreement to the use contrary notwithstanding, the US Revolving Loans and the US Revolving Loan Commitments shall be subject to the limitation that in no event shall the Total Utilization of the proceeds thereof on the date of the incurrence thereof to repay US Revolving Loan Commitments at any amounts theretofore outstanding pursuant to this Agreement) would cause (A) the Aggregate Exposure to time exceed the Total US Revolving Loan Commitment, as Commitments then in effect. US Revolving Loans made on any Funding Date shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000, (B) the Aggregate US Exposure to exceed the US Maximum Amount, as then in effect, (C) the Aggregate Exposure to exceed the Aggregate Borrowing Base at such time (based on the most recently delivered Borrowing Base Certificate) or (D) the Aggregate US Exposure to exceed the US Borrowing Base at such time (based on the most recently delivered Borrowing Base Certificate)excess of that amount.
Appears in 1 contract
U.S. Revolving Loans. Subject to and upon the terms and conditions set forth herein, each Lender severally agrees to make, at any time and from time to time on or after the Effective Date and prior to the Final Maturity Date, a revolving loan or revolving loans (each, a “US Revolving Loan” and, collectively, the “US Revolving Loans”) to the US Borrowers (on a joint and several basis), which US Revolving Loans: (i) shall be denominated in Dollars, (ii) shall, at the option of the respective Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Loans; provided that, except as otherwise specifically provided in Section 2.10(b2.10(c), all US Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Individual Exposure of such Lender to exceed the amount of its Revolving Loan Commitment at such time and (v) shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause (A) the Aggregate Exposure to exceed the Total Revolving Loan Commitment, as then in effect, (B) the Aggregate US Exposure to exceed the US Maximum Amount, as then in effect, (C) the Aggregate Exposure to exceed the Aggregate Borrowing Base at such time (based on the most recently delivered Borrowing Base Certificate) or (D) the Aggregate US Exposure to exceed the US Borrowing Base at such time (based on the most recently delivered Borrowing Base Certificate).
Appears in 1 contract
U.S. Revolving Loans. Subject to and upon the terms and conditions set forth herein, each Lender severally agrees to make, at any time and from time to time on or after the Effective Initial Borrowing Date and prior to the Final Maturity Date, a revolving loan or revolving loans (each, a “US Revolving Loan” and, collectively, the “US Revolving Loans”) to the US Borrowers (on a joint and several basis), which US Revolving Loans: Loans (i) shall be denominated in Dollars, (ii) shall, at the option of the respective Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Loans; provided that, (A) except as otherwise specifically provided in Section 2.10(b2.10(c), all US Revolving Loans comprising the same Borrowing shall at all times be of the same TypeType and (B) unless the Administrative Agent otherwise has agreed or has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), no more than two Borrowings of US Revolving Loans to be maintained as LIBOR Loans may be incurred prior to the 60th day after the Initial Borrowing Date (or, if later, the last day of the Interest Period applicable to the second Borrowing of LIBOR Loans referred to below), each of which Borrowings of LIBOR Loans may only have an Interest Period of one month, and the first of which Borrowings may only be made on, or within five Business Days after, the Initial Borrowing Date, and the second of which Borrowings may only be made on the last day of the Interest Period of the first such Borrowing, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Individual Exposure of such Lender to exceed the amount of its Revolving Loan Commitment at such time and (v) shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause (A) the Aggregate Exposure to exceed the Total Revolving Loan Commitment, as then in effect, (B) the Aggregate US Exposure to exceed the US Maximum Amount, as then in effect, (C) the Aggregate Exposure to exceed the Aggregate Borrowing Base at such time (based on the most recently delivered Borrowing Base Certificate) ), or (D) the Aggregate US Exposure to exceed the US Borrowing Base at such time (based on the most recently delivered Borrowing Base Certificate).
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