Collection Allocation Mechanism Clause Samples
The Collection Allocation Mechanism clause defines how collected funds or assets are distributed among parties involved in an agreement. Typically, this clause outlines the order of priority for payments, specifies percentages or amounts allocated to each party, and may address how shortfalls or surpluses are handled. By establishing clear rules for allocation, the clause ensures transparency and prevents disputes over the division of collected resources.
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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. 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...
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 2.03) 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 Adjusted Percentage of the aggregate amount available to be drawn under such U.S. Letter of Credit, (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 2.01(f)) participations in the Outstanding Amount of U.S. Swingline Loans in an amount equal to such U.S. Revolving Credit Lender’s Applicable Adjusted Percentage of the Aggregate amount of the U.S. Swingline Loans, (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 2.03) 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 Adjusted Percentage of the aggregate amount available to be drawn under such Canadian Letter of Credit, (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 2.01(g)) participations in the Outstanding Amount of Canadian Swingline Loans in an amount equal to such Canadian Revolving Credit Lender’s Applicable Adjusted Percentage of the Aggregate amount of the Canadian Swingline Loans, (v) simultaneously with the automatic conversions pursuant to clause (vi) below, the Revolving Credit 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 Revolving Credit Loans and participations in the Letters of Credit and Swingline Loans, such that in lieu of the interest of each Revolving Credit Lender in each Revolving Credit Loan, and L/C Obligations and Swingline Loans in which it shall participate as of such date (including such Revolving Credit Lender’s interest in the Senior Credit Obligations, Guaranties and Collateral of each Loan Party in respect of such Revolving Credit Loan and L/C Obligat...
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 ▇▇▇▇▇ GUARANTEE EXHIBIT H FORM OF SELLER NOTE EXHIBIT I FORM OF ▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ 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. 13.1. [RESERVED].
Collection Allocation Mechanism. Reserved.
Collection Allocation Mechanism. 84 ARTICLE X Guarantee.....................................................85 ARTICLE XI Miscellaneous.................................................86
Collection Allocation Mechanism. 130 10.01 Implementation of CAM ................................................................................................. 130 10.02
Collection Allocation Mechanism. On the CAM Exchange Date, (a) the Commitments shall automatically and without further act be terminated as provided in Article VII and (b) the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Specified Obligations such that, in lieu of the interests of each Lender in the particular Specified Obligations that it shall own as of such date and prior to the CAM Exchange, such Lender shall own an interest equal to such Lender’s CAM Percentage in each Specified Obligation. Each Lender, each person acquiring a participation from any Lender as contemplated by Section 11.04 and each Borrower hereby consents and agrees