Collection Allocation Mechanism. On the CAM Exchange Date, (a) the Commitments shall automatically and without further act be terminated as provided in Article VII, (b) each Lender shall become obligated to fund, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that the CAM Exchange shall not result in a reallocation of such funding obligations, but only of the funded participations resulting therefrom) and (c) the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that, in lieu of the interests of each Lender in the particular Designated Obligations that it shall own as of such date and immediately prior to the CAM Exchange, such Lender shall own an interest equal to such Lender’s CAM Percentage in each Designated Obligation. Each Lender, each person acquiring a participation from any Lender as contemplated by Section 11.04 and each Borrower hereby consents and agrees to the CAM Exchange. Each Borrower and each Lender agrees from time to time to execute and deliver to the Administrative Agent all such promissory notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Borrower to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. As a result of the CAM Exchange, on and after the CAM Exchange Date, each payment received by the Administrative Agent pursuant to any Loan Document in respect of the Designated Obligations shall be distributed to the Lenders pro rata in accordance with their respective CAM Percentages (to be redetermined as of each such date of payment or distribution to the extent required by the next paragraph), but giving effect to assignments after the CAM Exchange Date, it being understood that nothing herein shall be construed to prohibit the assignment of a proportionate part of all an assigning Lender’s rights and obligations in respect of a single Class of Commitments or Loans. In the event that, after the CAM Exchange, the aggregate amount ...
Collection Allocation Mechanism. (a) On the CAM Exchange Date, (i) each U.S. Revolving Credit Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to the Administrative Agent in accordance with Section 2.04(A)(c)(ii)) participations in the U.S. Swing Line Loans in an amount equal to such U.S. Revolving Lender’s Applicable Percentage of each U.S. Swing Line Loan outstanding on such date, (ii) each U.S. Revolving Credit Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to the Administrative Agent in accordance with Section 2.03) participations in the Outstanding Amount of U.S. L/C Obligations with respect to each U.S. Letter of Credit in an amount equal to such U.S. Revolving Credit Lender’s Applicable Percentage of the aggregate amount available to be drawn under such U.S. Letter of Credit, (iii) each Canadian Revolving Credit Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to the Administrative Agent in accordance with Section 2.04(B)(c)(ii)) participations in the Canadian Swing Line Loans in an amount equal to such Canadian Lender’s Applicable Percentage of each Canadian Swing Line Loan outstanding on such date, (iv) each Canadian Revolving Credit Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to the Administrative Agent in accordance with Section 2.03) participations in the Outstanding Amount of Canadian L/C Obligations with respect to each Canadian Letter of Credit in an amount equal to such Canadian Revolving Credit Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Canadian Letter of Credit, (v) simultaneously with the automatic conversions pursuant to clause (vi) below, the Lenders shall automatically and without further act (and without regard to the provisions of Section 10.04) be deemed to have exchanged interests in the Loans (other than the Swing Line Loans) and participations in the Swing Line Loans and Letters of Credit, such that in lieu of the interest of each Lender in each Loan, and L/C Obligations in which it shall participate as of such date (including such Lender’s interest in the Obligations, Guaranties and Collateral of each Loan Party in respect of each such Loan and L/C Obligations), such Lender shall hold an interest in every one of the Loans (other than the Swing Line Loans) and a participation in every one of the Swing Line Loans and all of the L/C Ob...
Collection Allocation Mechanism. 13.1. [RESERVED].
Collection Allocation Mechanism. Reserved.
Collection Allocation Mechanism. 264 SECTION 11.01. IMPLEMENTATION OF CAM...............................265 SECTION 11.02. LETTERS OF CREDIT AND UNFUNDED ANCILLARY CREDIT EXTENSIONS.........................268 EXHIBIT A FORM OF ASSIGNMENT AND ACCEPTANCE EXHIBIT B FORM OF ADMINISTRATIVE QUESTIONNAIRE EXHIBIT C-1 FORM OF BORROWING REQUEST EXHIBIT C-2 FORM OF SWINGLINE BORROWING REQUEST EXHIBIT D FORM OF U.S. MORTGAGE EXHIBIT E FORM OF U.S. COLLATERAL AGREEMENT EXHIBIT F FORM OF FOREIGN GUARANTEE EXHIBIT G FORM OF XXXXX GUARANTEE EXHIBIT H FORM OF SELLER NOTE EXHIBIT I FORM OF XXXXX NOTE EXHIBIT J FORMS OF FOREIGN ACQUIROR NOTES EXHIBIT K-1 FORM OF FOREIGN SUBSIDIARY BORROWER AGREEMENT EXHIBIT K-2 FORM OF FOREIGN SUBSIDIARY BORROWER TERMINATION EXHIBIT L RESERVE COSTS FOR MANDATORY COSTS RATE EXHIBIT M FORM OF OPINION OF XXXXXXX XXXXXXX & XXXXXXXX EXHIBIT N FORM OF LOCAL COUNSEL OPINION EXHIBIT O FORM OF NEWCO UK NOTE EXHIBIT P FORM OF ACCEPTABLE LETTER OF CREDIT SCHEDULE 1.01(A) ACQUIRED FOREIGN SUBSIDIARIES SCHEDULE 1.01(B) FOREIGN ACQUIRORS, FOREIGN ACQUIROR EQUITY CONTRIBUTIONS AND FOREIGN ACQUIROR LOANS SCHEDULE 1.01(C) CLOSING DATE ANCILLARY FACILITIES SCHEDULE 1.01(D) FOREIGN PLEDGE AGREEMENTS SCHEDULE 1.01(E) FOREIGN SUBSIDIARY LOAN PARTIES SCHEDULE 1.01(F) ANCILLARY FACILITY LIMITS SCHEDULE 1.01(G) COLLATERAL AND GUARANTEE REQUIREMENT SCHEDULE 1.01(H) CERTAIN U.S. SUBSIDIARIES SCHEDULE 1.01(I) CLOSING DATE FOREIGN SUBSIDIARY BORROWER AGREEMENTS SCHEDULE 2.01 COMMITMENTS SCHEDULE 2.04(A) SWINGLINE DOLLAR COMMITMENTS SCHEDULE 2.04(B) SWINGLINE FOREIGN CURRENCY COMMITMENTS SCHEDULE 2.05(A) EXISTING LETTERS OF CREDIT SCHEDULE 3.01 ORGANIZATION AND GOOD STANDING SCHEDULE 3.04 GOVERNMENTAL APPROVALS SCHEDULE 3.05 SPECIFIED TRANSACTION DOCUMENTS SCHEDULE 3.08(B) SUBSIDIARIES SCHEDULE 3.08(C) SUBSCRIPTIONS SCHEDULE 3.09 LITIGATION SCHEDULE 3.13 TAXES SCHEDULE 3.18 MORTGAGED PROPERTIES SCHEDULE 3.20 LABOR MATTERS SCHEDULE 3.21 INSURANCE SCHEDULE 5.10(G) CERTAIN FOREIGN SUBSIDIARIES SCHEDULE 6.01 INDEBTEDNESS SCHEDULE 6.02 LIENS SCHEDULE 6.04 INVESTMENTS SCHEDULE 6.07 TRANSACTIONS WITH AFFILIATES CREDIT AGREEMENT dated as of February 27, 2003 (this "Agreement"), among TRW AUTOMOTIVE HOLDINGS CORP., a Delaware corporation ("Holdings"), TRW AUTOMOTIVE INTERMEDIATE HOLDINGS CORP., a Delaware corporation ("Intermediate Holdings"), TRW AUTOMOTIVE ACQUISITION CORP., a Delaware corporation (the "U.S. Borrower"), the FOREIGN SUBSIDIARY BORROWERS party hereto, the LENDERS party hereto from time to tim...
Collection Allocation Mechanism. To the extent permitted by applicable law and regulation:
Collection Allocation Mechanism. 64 ARTICLE X Guarantee...............................................................................................65 ARTICLE XI MISCELLANEOUS
Collection Allocation Mechanism. (a) Notwithstanding any other provision in this Agreement, on the date (the “Conversion Date”) that (i) there has been an acceleration of the maturity of the Obligations or a termination of the obligations of the Lenders to make Loans and issue Letters of Credit and Competitive Letters of Credit hereunder as a result of any Event of Default, or (ii) an Event of Default described in Section 7.3 occurs, (A) the Commitments shall automatically and without further act be terminated; (b) Loans and all other Obligations denominated in any Foreign Currency other than Euros shall be converted into, and all such amounts due thereunder shall accrue and be payable in, Dollars at the Exchange Rate on such date; and (C) on and after such date the interest rate applicable to all such Obligations shall be the Default Rate applicable to overdue Base Rate Loans hereunder (in the case of all Dollar-denominated Loans, including, without limitation, the Loans converted to Dollars pursuant to clause (b) preceding) or the Default Rate applicable to Eurocurrency Rate Loans (in the case of Loans denominated in Euros).
(b) From and after the Conversion Date, Loans shall be denominated only in Dollars or Euros, as the case may be, and all fees due under this Agreement shall be payable in Dollars other than Letter of Credit Fees and fronting fees with respect to Letters of Credit denominated in Euros, which fees may continue to be paid in Euros.
Collection Allocation Mechanism. 167 SECTION 9.01. Implementation of CAM................................167 SECTION 9.02. Letters of Credit....................................168 SECTION 9.03. Conversion...........................................170
Collection Allocation Mechanism. SCHEDULES
1.01 (a) Existing Letters of Credit 1.01(b) Mandatory Cost Formulae 1.01(c) Closing Date Subsidiary Guarantors 1.01(d) Subsidiaries Not Required to be Subsidiary Guarantors 2.01 Commitments 5.05 Supplement to Financial Statements 5.06 Existing Litigation 5.09 Environmental Compliance 5.12 ERISA 5.13 Subsidiaries 7.01(b) Existing Liens (other than precious metals) 7.01(l) Existing Liens (precious metals) 7.02(c) Existing Investments 7.03(b) Existing Indebtedness 7.13 Existing Leases 10.02 Agents' Offices; Certain Addresses for Notices A Assignment and Assumption B Committed Loan Notice C Compliance Certificate E Note F Swing Line Loan Notice G Borrower Joinder Agreement This CREDIT AGREEMENT is entered into as of February 28, 2008, among TECHNITROL, INC., TECHNITROL DELAWARE, INC., PULSE ENGINEERING, INC., AMI DODUCO, INC., PULSE DENMARK APS, SONION A/S, AMI DODUCO HOLDING GMBH, PULSE GMBH & CO. KG, PULSE POWERTRAIN GMBH & CO. KG, AMI DODUCO NEDERLAND BV, PULSE NEDERLAND BV, PULSE ELECTRONICS (SINGAPORE) PTE. LTD., TECHNITROL SINGAPORE HOLDINGS PTE. LTD., the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as the Administrative Agent, the Swing Line Lender and an L/C Issuer. The Company (such term and each other capitalized term used but not otherwise defined herein having the meaning specified in Article I) intends to cause Pulse Denmark to acquire (the "Sonion Acquisition") all the outstanding share capital of Sonion pursuant to a Share Purchase Agreement dated as of January 8, 2008, among the Company, Sonion and each shareholder (other than certain management shareholders) of Sonion (the "Sonion Purchase Agreement"), for cash in the amount of approximately DKK 1,225,000,000 (the "Sonion Acquisition Consideration") payable on the Closing Date. The Company has requested the Lenders to extend credit in the form of:
(a) Primary Revolving Commitments under which (i) the Primary Revolving Borrowers may obtain Committed Revolving Loans in Dollars or any Alternative Currency, (ii) the Domestic Borrowers may obtain Swing Line Loans in Dollars and (iii) the Primary Revolving Borrowers may obtain Letters of Credit in Dollars or any Alternative Currency;
(b) Singapore Revolving Commitments under which the Singapore Revolving Borrowers may obtain Committed Revolving Loans in Dollars or any Alternative Currency; and
(c) Term Commitments under which the Term Borrower may obtain Term Loans in Dollars. The proceeds of the Committed Revolving Loans made on t...
