Mandatory Adjustments of Commitments, etc. (a) Each of the Total Initial B Term Commitment, the Total Delayed-Draw B Term Commitment and the Total Revolving Commitment (and the Initial B Term Commitment, Delayed-Draw B Term Commitment and Revolving Commitment of each Lender with such a Commitment) shall terminate in its entirety on the Expiration Date unless the Initial Borrowing Date has occurred on or before such date. (b) The Total Initial B Term Commitment (and the Initial B Term Commitment of each Initial B Term Lender) shall terminate in its entirety on the Initial Borrowing Date (after giving effect to the making of Initial B Term Loans on such date). (c) The Total Delayed-Draw B Term Commitment (and the Delayed-Draw B Term Commitment of each Lender with such a Commitment) shall terminate in its entirety (to the extent not theretofore terminated) on the Delayed-Draw B Term Commitment Termination Date (after giving effect to any incurrence of Delayed-Draw B Term Loans on such date). (d) The Total Delayed-Draw B Term Commitment shall (i) be reduced on each date on which Delayed-Draw B Term Loans are incurred (after giving effect to the making of Delayed-Draw B Term Loans on such date) in an amount equal to the aggregate principal amount of the Delayed-Draw B Term Loans incurred on such date and (ii) prior to the termination of the Total Delayed-Draw B Term Commitment as provided in Section 2.03(c) and preceding clause (i), be reduced on each date on which both (x) no B Term Loans are outstanding (after giving effect to the application on or prior to such date of the provisions of Sections 3.02(A)) and (y) B Term Loans, had there been any still outstanding, would have been required to be repaid pursuant to Sections 3.02(A)(b), (c), (d) or (e), by the amount, if any, by which the amount required to be applied pursuant to said Sections as a result of the events described therein (determined as if an unlimited amount of B Term Loans were actually outstanding) exceeds the aggregate principal amount of B Term Loans being repaid as a result of such events. (e) The Total Incremental B Term Commitment (and the Incremental B Term Commitment of each Incremental B Term Lender with such a Commitment) pursuant to an Incremental B Term Commitment Agreement shall terminate in its entirety on the related Incremental B Term Loan Borrowing Date therefor (after giving effect to the making of Incremental B Term Loans on such date). (f) The Total Revolving Commitment (to the extent outstanding) shall be reduced on each date on which both (x) no B Term Loans are outstanding (after giving effect to the application on or prior to such date of the provisions of Sections 3.02(A)) and the Total Delayed-Draw B Term Commitment has terminated (after giving effect to the application on or prior to such date of the provisions of Sections 2.03(c) and (d)) and (y) B Term Loans, had there been any still outstanding, would have been required to be repaid pursuant to Sections 3.02(A)(b), (c), (d) or (e), by the amount, if any, by which the amount required to be applied pursuant to said Sections as a result of the events described therein (determined as if an unlimited amount of B Term Loans were actually outstanding) exceeds the sum of the Delayed-Draw B Term Commitments being terminated and the aggregate principal amount of B Term Loans being repaid, in either case as a result of such events; provided, however, that in no event shall the Total Revolving Commitment be reduced below $50,000,000 as a result of the application of this Section 2.03(f). (g) The Total Revolving Commitment shall terminate in its entirety on the earlier of (x) the RF Maturity Date and (y) the date on which a Change of Control occurs. (h) Each partial reduction of the Commitments under a Facility pursuant to this Section 2.03 shall apply proportionately to reduce the Commitment of each Lender under such Facility.
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Mandatory Adjustments of Commitments, etc. (a) Each of the The Total Initial B Term Commitment, the Total Delayed-Draw B Term Commitment and the Total Revolving Commitment (and the Initial B Term Commitment, Delayed-Draw B Term Commitment and Revolving Commitment of each Lender with such a Commitment) shall terminate in its entirety be terminated on the Commitment Expiration Date unless the Initial Borrowing Date has occurred on or before such date.
(b) The In addition to any other mandatory reductions to the Total Initial B Term Commitment pursuant to this Section 3.03, on each date set forth below the Total Commitment shall be permanently reduced by the amount set forth opposite such date (and each such reduction, a "Scheduled Commitment Reduction"): DATE AMOUNT Third Anniversary of the Initial B Term Commitment of each Initial B Term Lender) shall terminate in its entirety on the $40,000,000 Initial Borrowing Date (after giving effect to Fourth Anniversary of the making of $80,000,000 Initial B Term Loans on such date).Borrowing Date
(c) The Total Delayed-Draw B Term Commitment (and the Delayed-Draw B Term Commitment of each Lender with such a Commitment) shall terminate in its entirety (to the extent not theretofore terminated) on the Delayed-Draw B Term Commitment Termination Date (after giving effect to any incurrence of Delayed-Draw B Term Loans on such date).
(d) The Total Delayed-Draw B Term Commitment shall (i) be reduced on each date on which Delayed-Draw B Term Loans are incurred (after giving effect to the making of Delayed-Draw B Term Loans on such date) in an amount equal to the aggregate principal amount of the Delayed-Draw B Term Loans incurred on such date and (ii) prior to the termination of the Total Delayed-Draw B Term Commitment as provided in Section 2.03(c) and preceding clause (i), be reduced on each date on which both (x) no B Term Loans are outstanding (after giving effect to the application on or prior to such date of the provisions of Sections 3.02(A)) and (y) B Term Loans, had there been any still outstanding, would have been required to be repaid pursuant to Sections 3.02(A)(b), (c), (d) or (e), by the amount, if any, by which the amount required to be applied pursuant to said Sections as a result of the events described therein (determined as if an unlimited amount of B Term Loans were actually outstanding) exceeds the aggregate principal amount of B Term Loans being repaid as a result of such events.
(e) The Total Incremental B Term Commitment (and the Incremental B Term Commitment of each Incremental B Term Lender with such a Commitment) pursuant to an Incremental B Term Commitment Agreement shall terminate in its entirety on the related Incremental B Term Loan Borrowing Date therefor (after giving effect to the making of Incremental B Term Loans on such date).
(f) The Total Revolving Commitment (to the extent outstanding) shall be reduced on each date on which both (x) no B Term Loans are outstanding (after giving effect to the application on or prior to such date of the provisions of Sections 3.02(A)) and the Total Delayed-Draw B Term Commitment has terminated (after giving effect to the application on or prior to such date of the provisions of Sections 2.03(c) and (d)) and (y) B Term Loans, had there been any still outstanding, would have been required to be repaid pursuant to Sections 3.02(A)(b), (c), (d) or (e), by the amount, if any, by which the amount required to be applied pursuant to said Sections as a result of the events described therein (determined as if an unlimited amount of B Term Loans were actually outstanding) exceeds the sum of the Delayed-Draw B Term Commitments being terminated and the aggregate principal amount of B Term Loans being repaid, in either case as a result of such events; provided, however, that in no event shall the Total Revolving Commitment be reduced below $50,000,000 as a result of the application of this Section 2.03(f).
(g) The Total Revolving Commitment shall terminate in its entirety on the earlier of (x) the RF Maturity Date and (yi) the date on which a Change of Control occursoccurs and (ii) the Maturity Date.
(hd) On the Business Day following the date of receipt by the Borrower and/or any of its Subsidiaries of Cash Proceeds from any Asset Sale, the Total Commitment shall be reduced by an amount equal to the Net Cash Proceeds from such Asset Sale, provided that such reduction shall not be required to the extent the Borrower elects, as hereinafter provided, to cause such Net Cash Proceeds to be reinvested in Rein-vestment Assets (a "Reinvestment Election"). The Borrower may exercise its Reinvestment Election with respect to an Asset Sale if (x) no Default or Event of Default exists and (y) the Borrower delivers a Reinvestment Notice to the Agent on the Business Day following the date of the consummation of the respective Asset Sale, with such Reinvestment Election being effective with respect to the Net Cash Proceeds of such Asset Sale equal to the Anticipated Reinvestment Amount specified in such Reinvestment Notice.
(e) The Total Commitment shall be reduced on the Reinvestment Reduction Date with respect to a Reinvestment Election, in an amount equal to the Reinvestment Reduction Amount, if any, with respect to such Reinvestment Election.
(f) The Total Commitment shall be reduced, on the date of the receipt of such proceeds by the Borrower and/or any of its Subsidiaries, in an amount equal to the proceeds (net of underwriting discounts and commissions and other reasonable costs associated therewith) of the incurrence of Indebtedness by the Borrower and/or any of its Subsidiaries (other than Indebtedness permitted by Section 8.04 as in effect on the Effective Date).
(g) Each partial reduction of the Commitments under a Facility Total Commitment pursuant to this Section 2.03 3.03 shall apply proportionately to proportionally and permanently reduce the Commitment of each Lender under such FacilityBank.
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Mandatory Adjustments of Commitments, etc. (a) Each of the The Total Initial B Term Commitment, the Total Delayed-Draw B Term Commitment and the Total Revolving Commitment (and the Initial B Term Commitment, Delayed-Draw B Term Commitment and Revolving Commitment of each Lender with such a Commitment) shall terminate in its entirety on the Commitment Expiration Date unless the Initial Borrowing Effective Date has occurred on or before such date.
(b) The Total Initial B Term Commitment (and the Initial B Term Commitment of each Initial B Term Lender) shall terminate in its entirety on the Initial Borrowing Date (after giving effect to the making of Initial B Term Loans on such date).
(c) The Total Delayed-Draw B Term Commitment (and the Delayed-Draw B Term Commitment of each Lender with such a Commitment) shall terminate in its entirety (to the extent not theretofore terminated) on the Delayed-Draw B Term Commitment Termination Date (after giving effect to any incurrence of Delayed-Draw B Term Loans on such date).
(d) The Total Delayed-Draw B Term Commitment shall (i) be reduced on each date on which Delayed-Draw B Term Loans are incurred (after giving effect to the making of Delayed-Draw B Term Loans on such date) in an amount equal to the aggregate principal amount of the Delayed-Draw B Term Loans incurred on such date and (ii) prior to the termination of the Total Delayed-Draw B Term Commitment as provided in Section 2.03(c) and preceding clause (i), be reduced on each date on which both (x) no B Term Loans are outstanding (after giving effect to the application on or prior to such date of the provisions of Sections 3.02(A)) and (y) B Term Loans, had there been any still outstanding, would have been required to be repaid pursuant to Sections 3.02(A)(b), (c), (d) or (e), by the amount, if any, by which the amount required to be applied pursuant to said Sections as a result of the events described therein (determined as if an unlimited amount of B Term Loans were actually outstanding) exceeds the aggregate principal amount of B Term Loans being repaid as a result of such events.
(e) The Total Incremental B Term Commitment (and the Incremental B Term Commitment of each Incremental B Term Lender with such a Commitment) pursuant to an Incremental B Term Commitment Agreement shall terminate in its entirety on the related Incremental B Term Loan Borrowing Date therefor (after giving effect to the making of Incremental B Term Loans on such date).
(f) The Total Revolving Commitment (to the extent outstanding) shall be reduced on each date on which both (x) no B Term Loans are outstanding (after giving effect to the application on or prior to such date of the provisions of Sections 3.02(A)) and the Total Delayed-Draw B Term Commitment has terminated (after giving effect to the application on or prior to such date of the provisions of Sections 2.03(c) and (d)) and (y) B Term Loans, had there been any still outstanding, would have been required to be repaid pursuant to Sections 3.02(A)(b), (c), (d) or (e), by the amount, if any, by which the amount required to be applied pursuant to said Sections as a result of the events described therein (determined as if an unlimited amount of B Term Loans were actually outstanding) exceeds the sum of the Delayed-Draw B Term Commitments being terminated and the aggregate principal amount of B Term Loans being repaid, in either case as a result of such events; provided, however, that in no event shall the Total Revolving Commitment be reduced below $50,000,000 as a result of the application of this Section 2.03(f).
(g) The Total Revolving Commitment shall terminate in its entirety on the earlier of (x) the RF Maturity Date and (yi) the date on which a Change of Control occursoccurs and (ii) the Final Maturity Date.
(hc) Each partial On the date of receipt by Workflow and/or any of its Subsidiaries of Cash Proceeds from any Asset Sale, the Total Commitment shall be permanently reduced on such date by an amount equal to the Net Cash Proceeds from such Asset Sale, provided that such reduction shall not be required to the extent that Workflow elects, as hereinafter provided, to cause such Net Cash Proceeds to be reinvested in Reinvestment Assets (such election, together with any election made pursuant to Section 3.03(d), a "Reinvestment Election"). Workflow may exercise its Reinvestment Election with respect to an Asset Sale if (x) no Default or Event of Default exists and (y) Workflow delivers a Reinvestment Notice to the Agent on the date of the Commitments under a Facility pursuant consummation of the respective Asset Sale, with such Reinvestment Election being effective with respect to this Section 2.03 the Net Cash Proceeds from such Asset Sale equal to the Anticipated Reinvestment Amount specified in such Reinvestment Notice.
(d) On the Business Day following the date of receipt by Workflow and/or any of its Subsidiaries of Cash Proceeds from any Recovery Event, the Total Commitment shall apply proportionately be permanently reduced on such date by an amount equal to reduce the Commitment of each Lender under Net Insurance Proceeds from such Facility.Recovery Event, provided that such reduction shall not be required to the extent that Workflow elects, as hereinafter provided, to cause such Net Insurance Proceeds to be reinvested in
Appears in 1 contract
Mandatory Adjustments of Commitments, etc. (a) Each of the The Total Initial B Term Commitment, the Total Delayed-Draw B Term Commitment and the Total Revolving Commitment (and the Initial B Term Commitment, Delayed-Draw B Term Commitment and Revolving Commitment of each Lender with such a CommitmentLender) shall terminate in its entirety on September 30, 1999, UNLESS the Expiration Date unless the Initial Borrowing Closing Date has occurred on or before prior to such date.
(b) The Total Initial B Term Commitment shall terminate (and the Initial B Term Commitment of each Initial B Term Lender) shall terminate in its entirety on the Initial Borrowing Date (after giving effect to the making of Initial B Term Loans on such date).
(c) The Total Delayed-Draw B Term Commitment (and the Delayed-Draw B Term Commitment of each Lender with such a Commitmentshall terminate) shall terminate in its entirety (to the extent not theretofore terminated) on the Delayed-Draw B Term Commitment Termination Date (after giving effect to any incurrence of Delayed-Draw B Term Loans on such date).
(d) The Total Delayed-Draw B Term Commitment shall (i) be reduced on each date on which Delayed-Draw B Term Loans are incurred (after giving effect to the making of Delayed-Draw B Term Loans on such date) in an amount equal to the aggregate principal amount of the Delayed-Draw B Term Loans incurred on such date and (ii) prior to the termination of the Total Delayed-Draw B Term Commitment as provided in Section 2.03(c) and preceding clause (i), be reduced on each date on which both (x) no B Term Loans are outstanding (after giving effect to the application on or prior to such date of the provisions of Sections 3.02(A)) and (y) B Term Loans, had there been any still outstanding, would have been required to be repaid pursuant to Sections 3.02(A)(b), (c), (d) or (e), by the amount, if any, by which the amount required to be applied pursuant to said Sections as a result of the events described therein (determined as if an unlimited amount of B Term Loans were actually outstanding) exceeds the aggregate principal amount of B Term Loans being repaid as a result of such events.
(e) The Total Incremental B Term Commitment (and the Incremental B Term Commitment of each Incremental B Term Lender with such a Commitment) pursuant to an Incremental B Term Commitment Agreement shall terminate in its entirety on the related Incremental B Term Loan Borrowing Date therefor (after giving effect to the making of Incremental B Term Loans on such date).
(f) The Total Revolving Commitment (to the extent outstanding) shall be reduced on each date on which both (x) no B Term Loans are outstanding (after giving effect to the application on or prior to such date of the provisions of Sections 3.02(A)) and the Total Delayed-Draw B Term Commitment has terminated (after giving effect to the application on or prior to such date of the provisions of Sections 2.03(c) and (d)) and (y) B Term Loans, had there been any still outstanding, would have been required to be repaid pursuant to Sections 3.02(A)(b), (c), (d) or (e), by the amount, if any, by which the amount required to be applied pursuant to said Sections as a result of the events described therein (determined as if an unlimited amount of B Term Loans were actually outstanding) exceeds the sum of the Delayed-Draw B Term Commitments being terminated and the aggregate principal amount of B Term Loans being repaid, in either case as a result of such events; provided, however, that in no event shall the Total Revolving Commitment be reduced below $50,000,000 as a result of the application of this Section 2.03(f).
(g) The Total Revolving Commitment shall terminate in its entirety on the earlier of (x) the RF Maturity Date and (y) the date on which a Change of Control occurs.
(hc) Each partial reduction If (1) the initial Borrowing under the Credit Agreement occurs, (2) the principal amount of the Commitments under Subordinated TBD Note, as originally issued, exceeds $10,000,000, and (3) the Administrative Agent delivers to the Borrower written notice to the effect that the Lenders desire to modify certain of the terms of the Credit Agreement, THEN (i) the Borrower will, during the 30 day period beginning 45 days following the Closing Date negotiate in good faith with the Lenders concerning all modifications to the terms of this Agreement which the Lenders indicate they wish to make, as indicated in a Facility written summary of proposed changes to be prepared by the Administrative Agent (with the concurrence of all of the Lenders) and delivered to the Borrower and the Lenders at or near the beginning of such period; and (ii) if by the end of such period this Agreement has not been amended in a manner satisfactory to the Lenders to reflect such proposed changes, at and as of the end of the such period the Total Commitment shall terminate (and the Commitment of each Lender shall terminate).
(d) The Total Commitment shall be permanently reduced, without premium or penalty, at the time that any mandatory prepayment of Loans would be made pursuant to this Section 2.03 section 5.2(b), (c), (d) or (e) if Loans were then outstanding in the full amount of the Total Commitment, in an amount equal to the required prepayment of principal of Loans which would be required to be made in such circumstance. Any such reduction shall apply to proportionately to and permanently reduce the Commitment of each Lender under such Facilityof the Lenders. The Borrower will provide at least three Business Days' prior written notice (or telephonic notice confirmed in writing) to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), of any reduction of the Total Commitment pursuant to this section 4.3(d), specifying the date and amount of the reduction.
Appears in 1 contract
Mandatory Adjustments of Commitments, etc. (a) Each of the The Total Initial B Term Commitment, the Total Delayed-Draw B Term Commitment and the Total Revolving Commitment (and the Initial B Term Commitment, Delayed-Draw B Term Commitment and Revolving Commitment of each Lender with such a CommitmentLender) shall terminate in its entirety on the Expiration Date January 31, 1998, unless the Initial Borrowing Closing Date has occurred on or before prior to such date.
(b) The Total Initial B Term Loan Commitment shall terminate (and the Initial B Term Commitment of each Initial B Term Lender) shall terminate in its entirety on the Initial Borrowing Date (after giving effect to the making of Initial B Term Loans on such date).
(c) The Total Delayed-Draw B Term Commitment (and the Delayed-Draw B Term Loan Commitment of each Lender with such a Commitmentshall terminate) shall terminate in its entirety (to the extent not theretofore terminated) on the Delayed-Draw B Term Commitment Termination Date (after giving effect to any incurrence of Delayed-Draw B Term Loans on such date).
(d) The Total Delayed-Draw B Term Commitment shall (i) be reduced on each date on which Delayed-Draw B Term Loans are incurred (after giving effect to the making of Delayed-Draw B Term Loans on such date) in an amount equal to the aggregate principal amount of the Delayed-Draw B Term Loans incurred on such date and (ii) prior to the termination of the Total Delayed-Draw B Term Commitment as provided in Section 2.03(c) and preceding clause (i), be reduced on each date on which both (x) no B Term Loans are outstanding (after giving effect to the application on or prior to such date of the provisions of Sections 3.02(A)) and (y) B Term Loans, had there been any still outstanding, would have been required to be repaid pursuant to Sections 3.02(A)(b), (c), (d) or (e), by the amount, if any, by which the amount required to be applied pursuant to said Sections as a result of the events described therein (determined as if an unlimited amount of B Term Loans were actually outstanding) exceeds the aggregate principal amount of B Term Loans being repaid as a result of such events.
(e) The Total Incremental B Term Commitment (and the Incremental B Term Commitment of each Incremental B Term Lender with such a Commitment) pursuant to an Incremental B Term Commitment Agreement shall terminate in its entirety on the related Incremental B Term Loan Borrowing Date therefor (after giving effect to the making of Incremental B Term Loans on such date).
(f) The Total Revolving Commitment (to the extent outstanding) shall be reduced on each date on which both (x) no B Term Loans are outstanding (after giving effect to the application on or prior to such date of the provisions of Sections 3.02(A)) and the Total Delayed-Draw B Term Commitment has terminated (after giving effect to the application on or prior to such date of the provisions of Sections 2.03(c) and (d)) and (y) B Term Loans, had there been any still outstanding, would have been required to be repaid pursuant to Sections 3.02(A)(b), (c), (d) or (e), by the amount, if any, by which the amount required to be applied pursuant to said Sections as a result of the events described therein (determined as if an unlimited amount of B Term Loans were actually outstanding) exceeds the sum of the Delayed-Draw B Term Commitments being terminated and the aggregate principal amount of B Term Loans being repaid, in either case as a result of such events; provided, however, that in no event shall the Total Revolving Commitment be reduced below $50,000,000 as a result of the application of this Section 2.03(f).
(g) The Total Revolving Commitment shall terminate in its entirety on the earlier of (x) the RF Maturity Date and (y) the date on which a Change of Control occurs.
(hc) Each partial The Total General Revolving Commitment (and the General Revolving Commitment of each Lender) shall terminate on the earlier of (x) the Maturity Date and (y) the date on which a Change of Control occurs. The Total Swing Line Revolving Commitment (and the Swing Line Revolving Commitment of each Lender) shall terminate on the earlier of (x) the Maturity Date and (y) the date on which a Change of Control occurs.
(d) The Total Term Loan Commitment shall be permanently reduced , without premium or penalty, at the time of each voluntary prepayment of Term Loans pursuant to section 5.1 and at the time of each mandatory prepayment of Term Loans pursuant to section 5.2(e), in an amount equal to the aggregate principal amount of the Term Loans so prepaid, EXCEPT that if any such prepayment of Term Loans is made pursuant to section 5.2(e) and the Borrower makes the election provided therein to have all or a portion of such principal amount so prepaid available for reborrowing as additional Term Loans, the Total Term Loan Commitment shall not be reduced as to the amount which the Borrower so specifies in such election is to be available for reborrowing as additional Term Loans.
(e) The Total Term Loan Commitment shall be permanently reduced, without premium or penalty, at the time that any mandatory prepayment of Term Loans would be made pursuant to section 5.2(f) if Term Loans were then outstanding in the full amount of the Total Term Loan Commitment then in effect, in an amount equal to the required prepayment of principal of Term Loans which would be required to be made in such circumstance. Any such reduction shall apply to proportionately and permanently reduce the Term Loan Commitment of each of the affected Lenders. The Borrower will provide at least three Business Days' prior written notice (or telephonic notice confirmed in writing) to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), of any reduction of the Commitments under a Facility Total Term Loan Commitment pursuant to this Section 2.03 section 4.3(e), specifying the date and amount of the reduction.
(f) The Total General Revolving Commitment shall apply proportionately be permanently reduced, without premium or penalty, at the time that any mandatory prepayment of General Revolving Loans would be made pursuant to reduce the Commitment of each Lender under such Facility.section 5.2
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Mandatory Adjustments of Commitments, etc. (a) Each of the The Total Initial B Term Commitment, the Total Delayed-Draw B Term ------------------------------------------ Commitment and the Total Revolving Commitment (and the Initial B Term Commitment, Delayed-Draw B Term Commitment and Revolving Commitment of each Lender with such a Commitment) shall terminate in its entirety on the Commitment Expiration Date unless the Initial Borrowing Effective Date has occurred on or before such date.
(b) The Total Initial B Term Commitment (and the Initial B Term Commitment of each Initial B Term Lender) shall terminate in its entirety on the Initial Borrowing Date (after giving effect to the making of Initial B Term Loans on such date).
(c) The Total Delayed-Draw B Term Commitment (and the Delayed-Draw B Term Commitment of each Lender with such a Commitment) shall terminate in its entirety (to the extent not theretofore terminated) on the Delayed-Draw B Term Commitment Termination Date (after giving effect to any incurrence of Delayed-Draw B Term Loans on such date).
(d) The Total Delayed-Draw B Term Commitment shall (i) be reduced on each date on which Delayed-Draw B Term Loans are incurred (after giving effect to the making of Delayed-Draw B Term Loans on such date) in an amount equal to the aggregate principal amount of the Delayed-Draw B Term Loans incurred on such date and (ii) prior to the termination of the Total Delayed-Draw B Term Commitment as provided in Section 2.03(c) and preceding clause (i), be reduced on each date on which both (x) no B Term Loans are outstanding (after giving effect to the application on or prior to such date of the provisions of Sections 3.02(A)) and (y) B Term Loans, had there been any still outstanding, would have been required to be repaid pursuant to Sections 3.02(A)(b), (c), (d) or (e), by the amount, if any, by which the amount required to be applied pursuant to said Sections as a result of the events described therein (determined as if an unlimited amount of B Term Loans were actually outstanding) exceeds the aggregate principal amount of B Term Loans being repaid as a result of such events.
(e) The Total Incremental B Term Commitment (and the Incremental B Term Commitment of each Incremental B Term Lender with such a Commitment) pursuant to an Incremental B Term Commitment Agreement shall terminate in its entirety on the related Incremental B Term Loan Borrowing Date therefor (after giving effect to the making of Incremental B Term Loans on such date).
(f) The Total Revolving Commitment (to the extent outstanding) shall be reduced on each date on which both (x) no B Term Loans are outstanding (after giving effect to the application on or prior to such date of the provisions of Sections 3.02(A)) and the Total Delayed-Draw B Term Commitment has terminated (after giving effect to the application on or prior to such date of the provisions of Sections 2.03(c) and (d)) and (y) B Term Loans, had there been any still outstanding, would have been required to be repaid pursuant to Sections 3.02(A)(b), (c), (d) or (e), by the amount, if any, by which the amount required to be applied pursuant to said Sections as a result of the events described therein (determined as if an unlimited amount of B Term Loans were actually outstanding) exceeds the sum of the Delayed-Draw B Term Commitments being terminated and the aggregate principal amount of B Term Loans being repaid, in either case as a result of such events; provided, however, that in no event shall the Total Revolving Commitment be reduced below $50,000,000 as a result of the application of this Section 2.03(f).
(g) The Total Revolving Commitment shall terminate in its entirety on the earlier of (x) the RF Maturity Date and (yi) the date on which a Change of Control occursoccurs and (ii) the Maturity Date.
(hc) Each partial On the Business Day following the date of receipt by the Borrower and/or any of its Subsidiaries of Cash Proceeds from any Asset Sale, the Total Commitment shall be reduced by an amount equal to the Net Cash Proceeds from such Asset Sale, provided that such reduction shall not be required to the extent the Borrower elects, as hereinafter provided, to cause such Net Cash Proceeds to be reinvested in Reinvestment Assets (such election, together with any election made pursuant to Section 3.03(d), a "Reinvestment Election"). The Borrower may exercise its Reinvestment Election with respect to an Asset Sale if (x) no Default or Event of Default exists and (y) the Borrower delivers a Reinvestment Notice to the Agent on the Business Day following the date of the Commitments under a Facility pursuant consummation of the respective Asset Sale, with such Reinvestment Election being effective with respect to this Section 2.03 the Net Cash Proceeds from such Asset Sale equal to the Anticipated Reinvestment Amount specified in such Reinvestment Notice.
(d) On the Business Day following the date of receipt by the Borrower and/or any of its Subsidiaries of Cash Proceeds from any Recovery Event, the Total Commitment shall apply proportionately be reduced by an amount equal to reduce the Commitment of each Lender under Net Insurance Proceeds from such Facility.Recovery Event, provided that such reduction shall not be required to the extent the Borrower elects, as hereinafter provided, to cause such Net Insurance Proceeds to be
Appears in 1 contract
Mandatory Adjustments of Commitments, etc. (a) Each of the The Total Initial B Term Commitment, the Total Delayed-Draw B Term ------------------------------------------ Commitment and the Total Revolving Commitment (and the Initial B Term Commitment, Delayed-Draw B Term Commitment and Revolving Commitment of each Lender with such a Commitment) shall terminate in its entirety on the Expiration Date July 31, 1999 unless the Initial Borrowing Date has occurred on or before such date.
(b) The Each of the Total Initial A Term Loan Commitment, the Total B Term Loan Commitment (and the Initial B Total C Term Loan Commitment of each Initial B Term Lender) shall terminate in its entirety on the Initial Borrowing Date (Date, after giving effect to the making of Initial B Term Loans on such date).
(c) The Total Delayed-Draw B Term A Revolving Loan Commitment (and the Delayed-Draw B Term A Revolving Loan Commitment of each Lender with such a CommitmentBank) shall terminate in its entirety (to the extent not theretofore terminated) on the Delayed-Draw B Term Commitment Termination Date earlier of (after giving effect to any incurrence x) the date on which a Change of Delayed-Draw B Term Loans on such date)Control Event occurs and (y) the A Revolving Loan Maturity Date.
(d) The Total Delayed-Draw B Term Revolving Loan Commitment (and the B Revolving Loan Commitment of each Bank) shall terminate on the earlier of (x) the date on which a Change of Control Event occurs and (y) the B Revolving Loan Maturity Date.
(e) The Total A Revolving Loan Commitment shall be reduced (i) be reduced on the second Business Day following the Accounts Receivable Facility Transaction Date, by an amount equal to the Accounts Receivable Facility Proceeds and (ii) on the second Business Day after each date after the Accounts Receivable Facility Transaction Date on which Delayed-Draw B Term Loans are incurred (the holders of Investor Certificates fund any increase in the net invested amount of such Investor Certificates, by the respective increase; provided that after giving effect the aggregate reduction to the making of Delayed-Draw B Term Loans on such dateTotal A Revolving -------- Loan Commitment pursuant to clauses (i) and/or (ii) above is in an amount equal to $50,000,000, no such further reduction shall be required pursuant to this Section 3.03(e) unless and until the sum (such sum, the "Aggregate Net Invested Amount") of (x) the Accounts Receivable Facility Proceeds plus (y) the sum of the respective increases under clause (ii) above exceeds $75,000,000; provided further, that on the second Business Day following -------- ------- any date on which the Aggregate Net Invested Amount is increased above $75,000,000, an amount equal to such increase above $75,000,000 shall be applied (at the option of the U.S. Borrower) either to (A) reduce the Total A Revolving Loan Commitment and/or (B) prepay the A Term Loans pursuant to Section 4.02(A)(i) (such election (which may be to apply all or part of such increase to the Total A Revolving Loan Commitment and/or all or part of such increase to the A Term Loans, so long as the full amount of such increase is applied) to be evidenced by a written notice to be delivered by the U.S. Borrower to the Administrative Agent on or prior to the second Business Day following the date of such increase, which notice shall specify the amount of such increase to be applied to each of the Total A Revolving Loan Commitment and the A Term Loans, it being understood that if the U.S. Borrower fails to give such notice then the full amount of such increase shall be applied to reduce the Total A Revolving Loan Commitment).
(f) On each date upon which a mandatory repayment of Term Loans pursuant to Section 4.02(A)(c), (d), (e), (f) or (g) is required (and exceeds in amount the aggregate principal amount of the Delayed-Draw B Term Loans incurred on such date and (iithen outstanding) prior to the termination or would be required if an unlimited amount of the Total Delayed-Draw B Term Commitment as provided in Section 2.03(c) and preceding clause (i), be reduced on each date on which both (x) no B Term Loans are outstanding (after giving effect to the application on or prior to such date of the provisions of Sections 3.02(A)) and (y) B Term Loans, had there been any still were then outstanding, would have been required to be repaid pursuant to Sections 3.02(A)(b), (c), (d) or (e), by the an amount, if any, by which the amount required to be applied pursuant to said Sections as a result of the events described therein (determined as if an unlimited amount of B Term Loans were actually outstanding) exceeds the aggregate principal amount of B Term Loans being repaid as a result of such events.
(e) The then outstanding shall be applied to permanently reduce the Total Incremental B Term Commitment (and the Incremental B Term Commitment of each Incremental B Term Lender Revolving Loan Commitment, with such a Commitment) pursuant reduction to an Incremental B Term Commitment Agreement shall terminate in its entirety on the related Incremental B Term Loan Borrowing Date therefor (after giving effect apply to the making of Incremental Total A Revolving Loan Commitment and/or the Total B Term Loans on Revolving Loan Commitment, as the U.S. Borrower shall elect (or, absent such date).
(f) The Total Revolving Commitment (election, pro rata to the extent outstanding) shall be reduced on each date on which both (x) no B Term Loans are outstanding (after giving effect to the application on or prior to such date of the provisions of Sections 3.02(A)) Total A Revolving Loan Commitment and the Total Delayed-Draw B Term Commitment has terminated (after giving effect to the application on or prior to such date of the provisions of Sections 2.03(c) and (d)) and (y) B Term Loans, had there been any still outstanding, would have been required to be repaid pursuant to Sections 3.02(A)(b), (c), (d) or (e), by the amount, if any, by which the amount required to be applied pursuant to said Sections as a result of the events described therein (determined as if an unlimited amount of B Term Loans were actually outstanding) exceeds the sum of the Delayed-Draw B Term Commitments being terminated and the aggregate principal amount of B Term Loans being repaid, in either case as a result of such events; provided, however, that in no event shall the Total Revolving Commitment be reduced below $50,000,000 as a result of the application of this Section 2.03(fLoan Commitment).
(g) The On the date occurring nine months following the Initial Borrowing Date, the Total B Revolving Loan Commitment shall terminate in be permanently reduced by an amount equal to the sum of all commitments to provide lines of credit for borrowed money for working capital purposes to the German Borrower or any of its entirety Subsidiaries or any other Subsidiary of the U.S. Borrower organized under the laws of Germany (other than the B Revolving Loan Commitments and any commitments under overdraft facilities of any such Persons) as of such date (determined based on the earlier Euro Equivalent of (x) such commitments in the RF Maturity Date case of any such commitments denominated in currencies other than Euros and (y) certified to on such date by an officer of the date on which a Change of Control occursGerman Borrower).
(h) Each partial reduction or adjustment of the Commitments under a Facility Total A Term Loan Commitment, the Total B Term Loan Commitment, the Total C Term Loan Commitment, the Total A Revolving Loan Commitment or the Total B Revolving Loan Commitment pursuant to this Section 2.03 3.03 (or pursuant to Section 4.02) shall apply proportionately to reduce the A Term Loan Commitment, the B Term Loan Commitment, the C Term Loan Commitment, the A Revolving Loan Commitment or the B Revolving Loan Commitment, as the case may be, of each Lender under Bank with such Facilitya Commitment.
Appears in 1 contract
Sources: Credit Agreement (Dade Behring Inc)
Mandatory Adjustments of Commitments, etc. (a) Each of the Total Initial B Term Commitment, the Total Delayed-Draw B Term Commitment and the Total Revolving Commitment (and the Initial B Term Commitment, Delayed-Draw B Term Commitment and Revolving Commitment of each Lender with such a Commitment) shall terminate in its entirety on the Expiration Date unless the Initial Borrowing Date has occurred on or before such date.
(b) The Total Initial B Term Commitment (and the Initial B Term Commitment of each Initial B Term Lender) shall terminate in its entirety on the Initial Borrowing Date (after giving effect to the making of Initial B Term Loans on such date).
(c) The Total Delayed-Draw B Term Commitment (and the Delayed-Draw B Term Commitment of each Lender with such a Commitment) shall terminate in its entirety (to the extent not theretofore terminated) on the Delayed-Draw B Term Commitment Termination Date (after giving effect to any incurrence of Delayed-Draw B Term Loans on such date).
(d) The Total Delayed-Draw B Term Commitment shall (i) be reduced on each date on which Delayed-Draw B Term Loans are incurred (after giving effect to the making of Delayed-Draw B Term Loans on such date) in an amount equal to the aggregate principal amount of the Delayed-Draw B Term Loans incurred on such date and (ii) prior to the termination of the Total Delayed-Draw B Term Commitment as provided in Section 2.03(c) and preceding clause (i), be reduced on each date on which both (x) no B Term Loans are outstanding (after giving effect to the application on or prior to such date of the provisions of Sections 3.02(A)) and (y) B Term Loans, had there been any still outstanding, would have been required to be repaid pursuant to Sections 3.02(A)(b), (c), (d) or (e), by the amount, if any, by which the amount required to be applied pursuant to said Sections as a result of the events described therein (determined as if an unlimited amount of B Term Loans were actually outstanding) exceeds the aggregate principal amount of B Term Loans being repaid as a result of such events.
(e) The Total Incremental B Term Commitment (and the Incremental B Term Commitment of each Incremental B Term Lender with such a Commitment) pursuant to an Incremental B Term Commitment Agreement shall terminate in its entirety on the related Incremental B Term Loan Borrowing Date therefor (after giving effect to the making of Incremental B Term Loans on such date).
(f) The Total Revolving Commitment (to the extent outstanding) shall be reduced on each date on which both (x) no B Term Loans are outstanding (after giving effect to the application on or prior to such date of the provisions of Sections 3.02(A)) and the Total Delayed-Draw B Term Commitment has terminated (after giving effect to the application on or prior to such date of the provisions of Sections 2.03(c) and (d)) and (y) B Term Loans, had there been any still outstanding, would have been required to be repaid pursuant to Sections 3.02(A)(b), (c), (d) or (e), by the amount, if any, by which the amount required to be applied pursuant to said Sections as a result of the events described therein (determined as if an unlimited amount of B Term Loans were actually outstanding) exceeds the sum of the Delayed-Draw B Term Commitments being terminated and the aggregate principal amount of B Term Loans being repaid, in either case as a result of such events; provided, however, that in no event shall the Total Revolving Commitment be reduced below $50,000,000 as a result of the application of this Section 2.03(f).
(g) The Total Revolving Commitment shall terminate in its entirety on the earlier of (x) the RF Maturity Date and (y) the date on which a Change of Control occurs.
(h) Each partial reduction of the Commitments under a Facility pursuant to this Section 2.03 shall apply proportionately to reduce the Commitment of each Lender under such Facility.
Appears in 1 contract
Mandatory Adjustments of Commitments, etc. (a) Each of the The Total Initial B Term Commitment, the Total Delayed-Draw B Term ------------------------------------------ Commitment and the Total Revolving Commitment (and the Initial B Term Commitment, Delayed-Draw B Term Commitment and Revolving Commitment of each Lender with such a Commitment) shall terminate in its entirety on the Expiration Date May 15, 1996 unless the Initial Borrowing Date has occurred on or before such date.
(b) The Each of the Total Initial A Term Loan Commitment, Total B Term Loan Commitment, the Total C Term Loan Commitment (and the Initial B Total D Term Loan Commitment of each Initial B Term Lender) shall terminate in its entirety on the Initial Borrowing Date (Date, after giving effect to the making of Initial B Term Loans on such date).
(c) The Total Delayed-Draw B Term Revolving Loan Commitment (and the Delayed-Draw B Term Revolving Loan Commitment of each Lender with such a CommitmentBank) shall terminate in its entirety (to the extent not theretofore terminated) on the Delayed-Draw B Term Commitment Termination Date earlier of (after giving effect to any incurrence x) the date on which a Change of Delayed-Draw B Term Loans on such date)Control Event occurs and (y) the Revolving Loan Maturity Date.
(d) The Total Delayed-Draw B Term Revolving Loan Commitment shall be reduced (i) be reduced on the second Business Day following the Accounts Receivable Facility Transaction Date, by an amount equal to the Accounts Receivable Facility Proceeds and (ii) on the second Business Day after each date after the Accounts Receivable Facility Transaction Date on which Delayed-Draw B Term Loans are incurred (the holders of Investor Certificates fund any increase in the net invested amount of such Investor Certificates, by the respective increase; provided that -------- after giving effect the aggregate reduction to the making of Delayed-Draw B Term Loans on such dateTotal Revolving Loan Commitment pursuant to clauses (i) and/or (ii) above is in an amount equal to $50,000,000, no such further reduction shall be required pursuant to this Section 3.03(d) unless and until the sum (such sum, the "Aggregate Net Invested Amount") of (x) the Accounts Receivable Facility Proceeds plus (y) the sum of the respective increases under clause (ii) above exceeds $75,000,000; provided further, that on -------- ------- the second Business Day following any date on which the Aggregate Net Invested Amount is increased above $75,000,000, an amount equal to such increase above $75,000,000 shall be applied (at the option of the Borrower) either to (A) reduce the Total Revolving Loan Commitment and/or (B) prepay the A Term Loans pursuant to Section 4.02(A)(j) (such election (which may be to apply all or part of such increase to the Total Revolving Loan Commitment and/or all or part of such increase to the A Term Loans, so long as the full amount of such increase is applied) to be evidenced by a written notice to be delivered by the Borrower to the Agent on or prior to the second Business Day following the date of such increase, which notice shall specify the amount of such increase to be applied to each of the Total Revolving Loan Commitment and the A Term Loans, it being understood that if the Borrower fails to give such notice then the full amount of such increase shall be applied to reduce the Total Revolving Loan Commitment).
(e) On each date upon which a mandatory repayment of Term Loans pursuant to Section 4.02(A)(c), (d), (e), (f), (g) or (h) is required (and exceeds in amount the aggregate principal amount of the Delayed-Draw B Term Loans incurred on such date and (iithen outstanding) prior to the termination or would be required if an unlimited amount of Term Loans were then outstanding, the Total Delayed-Draw B Term Revolving Loan Commitment as provided in Section 2.03(c) and preceding clause (i), shall be permanently reduced on each date on which both (x) no B Term Loans are outstanding (after giving effect to the application on or prior to such date of the provisions of Sections 3.02(A)) and (y) B Term Loans, had there been any still outstanding, would have been required to be repaid pursuant to Sections 3.02(A)(b), (c), (d) or (e), by the amount, if any, by which the amount required to be applied pursuant to said Sections as a result of the events described therein (determined as if an unlimited amount of B Term Loans were actually outstanding) exceeds the aggregate principal amount of B Term Loans being repaid as a result of such events.
(e) The Total Incremental B Term Commitment (and the Incremental B Term Commitment of each Incremental B Term Lender with such a Commitment) pursuant to an Incremental B Term Commitment Agreement shall terminate in its entirety on the related Incremental B Term Loan Borrowing Date therefor (after giving effect to the making of Incremental B Term Loans on such date)then outstanding.
(f) The Each reduction or adjustment of the Total Revolving Commitment (to A Term Loan Commitment, the extent outstanding) shall be reduced on each date on which both (x) no Total B Term Loans are outstanding (after giving effect to the application on or prior to such date of the provisions of Sections 3.02(A)) and Loan Commitment, the Total Delayed-Draw B C Term Loan Commitment, the Total D Term Loan Commitment has terminated (after giving effect to the application on or prior to such date of the provisions of Sections 2.03(c) and (d)) and (y) B Term Loans, had there been any still outstanding, would have been required to be repaid pursuant to Sections 3.02(A)(b), (c), (d) or (e), by the amount, if any, by which the amount required to be applied pursuant to said Sections as a result of the events described therein (determined as if an unlimited amount of B Term Loans were actually outstanding) exceeds the sum of the Delayed-Draw B Term Commitments being terminated and the aggregate principal amount of B Term Loans being repaid, in either case as a result of such events; provided, however, that in no event shall the Total Revolving Loan Commitment be reduced below $50,000,000 as a result of the application of this Section 2.03(f).
(g) The Total Revolving Commitment shall terminate in its entirety on the earlier of (x) the RF Maturity Date and (y) the date on which a Change of Control occurs.
(h) Each partial reduction of the Commitments under a Facility pursuant to this Section 2.03 3.03 (or pursuant to Section 4.02) shall apply proportionately to reduce the A Term Loan Commitment, the B Term Loan Commitment, the C Term Loan Commitment, the D Term Loan Commitment or the Revolving Loan Commitment, as the case may be, of each Lender under Bank with such Facilitya Commitment.
Appears in 1 contract
Mandatory Adjustments of Commitments, etc. (a) Each of the The Total Initial B Term Commitment, the Total Delayed-Draw B Term Commitment and the Total Revolving Commitment (and the Initial B Term Commitment, Delayed-Draw B Term Commitment and Revolving Commitment of each Lender with such a CommitmentBank) shall terminate in its entirety on the Expiration Date October 20, 1997 unless the Initial Borrowing Restatement Effective Date has occurred on or before such date.
(b) The Total Initial B Term Commitment (and the Initial B Term Commitment of each Initial B Term LenderBank) shall terminate in its entirety on the Initial Borrowing Date (after giving effect to the making of Initial B Term Loans on such date).
(c) The Total Delayed-Draw B Term Commitment (and the Delayed-Draw B Term Commitment of each Lender with such a Commitment) shall terminate in its entirety (to the extent not theretofore terminated) on the Delayed-Draw B Term Commitment Termination Date (after giving effect to any incurrence of Delayed-Draw B Term Loans on such date).
(d) The Total Delayed-Draw B Term Commitment shall (i) be reduced on each date on which Delayed-Draw B Term Loans are incurred (after giving effect to the making of Delayed-Draw B Term Loans on such date) in an amount equal to the aggregate principal amount of the Delayed-Draw B Term Loans incurred on such date and (ii) prior to the termination of the Total Delayed-Draw B Term Commitment as provided in Section 2.03(c) and preceding clause (i), be reduced on each date on which both (x) no B Term Loans are outstanding (after giving effect to the application on or prior to such date of the provisions of Sections 3.02(A)) and (y) B Term Loans, had there been any still outstanding, would have been required to be repaid pursuant to Sections 3.02(A)(b), (c), (d) or (e), by the amount, if any, by which the amount required to be applied pursuant to said Sections as a result of the events described therein (determined as if an unlimited amount of B Term Loans were actually outstanding) exceeds the aggregate principal amount of B Term Loans being repaid as a result of such events.
(e) The Total Incremental B Term Commitment (and the Incremental B Term Commitment of each Incremental B Term Lender with such a Commitment) pursuant to an Incremental B Term Commitment Agreement shall terminate in its entirety on the related Incremental B Term Loan Borrowing Date therefor (after giving effect to the making of Incremental B Term Loans on such date).
(f) The Total Revolving Commitment (to the extent outstanding) shall be reduced on each date on which both (x) no B Term Loans are outstanding (after giving effect to the application on or prior to such date of the provisions of Sections 3.02(A)) and the Total Delayed-Draw B Term Commitment has terminated (after giving effect to the application on or prior to such date of the provisions of Sections 2.03(c) and (d)) and (y) B Term Loans, had there been any still outstanding, would have been required to be repaid pursuant to Sections 3.02(A)(b), (c), (d) or (e), by the amount, if any, by which the amount required to be applied pursuant to said Sections as a result of the events described therein (determined as if an unlimited amount of B Term Loans were actually outstanding) exceeds the sum of the Delayed-Draw B Term Commitments being terminated and the aggregate principal amount of B Term Loans being repaid, in either case as a result of such events; provided, however, that in no event shall the Total Revolving Commitment be reduced below $50,000,000 as a result of the application of this Section 2.03(f).
(g) The Total Revolving Commitment shall terminate in its entirety on the earlier of (x) the RF Maturity Date and (y) unless the Required Banks otherwise agree in writing, the date on which a any Change of Control occurs.
(c) Within 5 Business Days following the date of receipt thereof by the Borrower and/or any of its Subsidiaries of Cash Proceeds from any Asset Sale, an amount equal to 100% of the Net Cash Proceeds from such Asset Sale shall be applied as a mandatory reduction of the Total Commitment, provided that up to an aggregate of $4,000,000 of Net Cash Proceeds from Asset Sales shall not be required to be used to so reduce the Total Commitment in any fiscal year of the Borrower to the extent the Borrower elects, as hereinafter provided, to cause such Net Cash Proceeds to be reinvested in Reinvestment Assets (a "Reinvestment Election"). The Borrower may exercise its Reinvestment Election (within the parameters specified in the preceding sentence) with respect to an Asset Sale if (x) no Default or Event of Default exists and (y) the Borrower delivers a Reinvestment Notice to the Administrative Agent within 3 Business Days following the date of the consummation of the respective Asset Sale, with such Reinvestment Election being effective with respect to an amount equal to the Net Cash Proceeds of such Asset Sale equal to the Anticipated Reinvestment Amount specified in such Reinvestment Notice.
(d) On the date of the receipt thereof by the Borrower and/or any of its Subsidiaries, an amount equal to 100% of the proceeds (net of underwriting discounts, commissions and taxes and other reasonable costs associated therewith) of the incurrence of Indebtedness by the Borrower and/or any of its Subsidiaries (other than Indebtedness permitted by Section 8.04 as in effect on the Restatement Effective Date) shall be applied as a mandatory reduction of the Total Commitment.
(e) Within 30 days following each date on which the Borrower or any of its Subsidiaries receives any proceeds from any Recovery Event, an amount equal to 100% of the cash proceeds of such Recovery Event (net of reasonable costs, expenses and taxes incurred in connection with such Recovery Event) shall be applied as a mandatory reduction of the Total Commitment, provided that so long as no Default or Event of Default then exists and such proceeds do not exceed $5,000,000 in any fiscal year, such proceeds shall not be required to be so applied to reduce the Total Commitment on such date to the extent that the Borrower has delivered a certificate to the Administrative Agent on or prior to such date stating that such proceeds shall be used or committed to be used to replace or restore any properties or assets in respect of which such proceeds were paid or otherwise acquire productive assets usable in the business of the Borrower and its Subsidiaries within a period specified in such certificate not to exceed 180 days after the date of receipt of such proceeds with respect to such Recovery Event (which certificate shall set forth the estimates of the proceeds to be so expended); and provided further, that if all or any portion of such proceeds not required to be applied to reduce the Total Commitment pursuant to the preceding proviso are not so used within the period specified in the relevant certificate furnished pursuant to the immediately preceding proviso, such remaining portion not used shall be applied on the last day of such specified period as a mandatory reduction of the Total Commitment.
(f) On the Reinvestment Prepayment Date with respect to a Reinvestment Election, an amount equal to the Reinvestment Prepayment Amount, if any, for such Reinvestment Election shall be applied as a mandatory reduction of the Total Commitment.
(g) Notwithstanding anything to the contrary contained elsewhere in this Agreement, (i) all then outstanding Swingline Loans shall be repaid in full on the Swingline Expiry Date, and (ii) all then outstanding Revolving Loans shall be repaid in full on the Maturity Date.
(h) Each partial reduction of to the Commitments under a Facility Total Commitment pursuant to this Section 2.03 3.03 shall apply be applied proportionately to reduce the Commitment Commitment, as the case may be, of each Lender under such FacilityBank.
Appears in 1 contract
Mandatory Adjustments of Commitments, etc. (a) Each of the The Total Initial B Term Commitment, the Total Delayed-Draw B Term Commitment and the Total Revolving Commitment (and the Initial B A Term Commitment, Delayed-Draw B Term Commitment and Revolving Commitment of each Lender with such a CommitmentBank) shall terminate in its entirety on the Expiration Date unless the Initial Borrowing Date has occurred on or before prior to such date.
(b) The Total Initial B Term Commitment (and the Initial B Term Commitment of each Initial B Term Lender) shall terminate in its entirety on the Initial Borrowing Date (after giving effect to the making of Initial B Term Loans on such date).
(c) The Total Delayed-Draw B Term Commitment (and the Delayed-Draw B Term Commitment of each Lender with such a Commitment) shall terminate in its entirety (to the extent not theretofore terminated) on the Delayed-Draw B Term Commitment Termination Date (after giving effect to any incurrence of Delayed-Draw B Term Loans on such date).
(d) The Total Delayed-Draw B A Term Commitment shall (i) be reduced on at the time of each date on which Delayed-Draw B incurrence of A Term Loans are incurred (after giving effect to the making of Delayed-Draw B Term Loans on such date) in an amount equal to the aggregate principal amount of the Delayed-Draw B A Term Loans so incurred on such date and (ii) prior to the termination of the Total Delayed-Draw B Term Commitment as provided in Section 2.03(c) and preceding clause (i), be reduced on each date on which both (x) no B Term Loans are outstanding (after giving effect to the application on or prior to such date of the provisions of Sections 3.02(A)) and (y) B Term Loans, had there been any still outstanding, would have been required to be repaid pursuant to Sections 3.02(A)(b), (c), (d) or (e), by the amount, if any, by which the amount required to be applied pursuant to said Sections as a result of the events described therein (determined as if an unlimited amount of B Term Loans were actually outstanding) exceeds the aggregate principal amount of B Term Loans being repaid as a result of such events.
(e) The Total Incremental B Term Commitment (and the Incremental B Term Commitment of each Incremental B Term Lender with such a Commitment) pursuant to an Incremental B Term Commitment Agreement shall terminate in its entirety on the related Incremental B Term Loan Borrowing Date therefor (after giving effect to the making of Incremental B Term Loans on such date).
(f) The Total Revolving Commitment (to the extent outstanding) shall be reduced on each date on which both (x) no B Term Loans are outstanding (after giving effect to the application on or prior to such date of the provisions of Sections 3.02(A)) and the Total Delayed-Draw B Term Commitment has terminated (after giving effect to the application on or prior to such date of the provisions of Sections 2.03(c) and (d)) and (y) B Term Loans, had there been any still outstanding, would have been required to be repaid pursuant to Sections 3.02(A)(b), (c), (d) or (e), by the amount, if any, by which the amount required to be applied pursuant to said Sections as a result of the events described therein (determined as if an unlimited amount of B Term Loans were actually outstanding) exceeds the sum of the Delayed-Draw B Term Commitments being terminated and the aggregate principal amount of B Term Loans being repaid, in either case as a result of such events; provided, however, that in no event shall the Total Revolving Commitment be reduced below $50,000,000 as a result of the application of this Section 2.03(f).
(g) The Total Revolving Commitment shall terminate in its entirety on the earlier of (x) the RF A Term Termination Date and (y) the date on which any Change of Control occurs.
(c) The Total B Term Commitment shall be reduced at the time of each incurrence of B Term Loans in an amount equal to the aggregate principal amount of the B Term Loans so incurred and shall terminate on the earlier of (x) the B Term Termination Date and (y) the date on which any Change of Control occurs.
(d) The Total Revolving Commitment shall terminate on the earlier of (x) the Maturity Date and (y) the date on which a any Change of Control occurs.
(he) The Total Revolving Commitment shall be reduced, at the time that any required mandatory repayment of Term Loans would be made pursuant to Section 4.02(A)(c), (e) or (f) if Term Loans were then outstanding, in the amount by which such required repayment (determined as if an unlimited amount of Term Loans were then outstanding) exceeds the aggregate principal amount of Term Loans then outstanding.
(f) Each partial reduction of the Commitments under a Facility Total A Term Commitment, B Term Commitment or Revolving Commitment pursuant to this Section 2.03 3.03 shall apply proportionately to reduce the A Term Commitment, B Term Commitment or Revolving Commitment, as the case may be, of each Lender under such FacilityBank.
Appears in 1 contract
Mandatory Adjustments of Commitments, etc. (a) Each of the The Total Initial B Term Commitment, the Total Delayed-Draw B Term Commitment and the Total Revolving Commitment (and the Initial B Term Commitment, Delayed-Draw B Term Commitment and Revolving Commitment of each Lender with such a CommitmentLender) shall terminate in its entirety on the Expiration Date three month anniversary of the Effective Date, unless the Initial a Borrowing Date of Loans has occurred on or before prior to such date.
(b) The Total Initial B Term Tranche A Commitment shall terminate (and the Initial B Term Tranche A Commitment of each Initial B Term LenderLender shall terminate) shall terminate in its entirety on the Initial Borrowing Date earlier of (after giving effect to i) the making date when no additional Tranche A Loans may be incurred hereunder, (ii) the date when the commitment of Initial B Term Loans the Permanent Lender under the Permanent Credit Agreement is terminated, and (iii) the date on such date)which a Change of Control Prepayment Event occurs.
(c) The Total Delayed-Draw Tranche B Term Commitment shall terminate (and the Delayed-Draw Tranche B Term Commitment of each Lender with such a Commitment) shall terminate in its entirety (to the extent not theretofore terminatedterminate) on the Delayed-Draw earlier of (i) the date when no additional Tranche B Term Commitment Termination Date Loans may be incurred hereunder, (after giving effect to any incurrence ii) the date when either the commitment of Delayed-Draw B Term Loans the Permanent Lender under the Permanent Credit Agreement, or the commitment of the Supplemental Permanent Lender under the Supplemental Permanent Credit Agreement, is terminated, and (iii) the date on such date)which a Change of Control Prepayment Event occurs.
(d) The Total Delayed-Draw B Term Commitment shall (i) be reduced on each date on which Delayed-Draw B Term Whenever additional Tranche A Loans are incurred (after giving effect to incurred, such Tranche A Loans shall be considered a utilization of the making of Delayed-Draw B Term Loans on such date) Total Tranche A Commitment in an amount equal to the aggregate principal amount of the Delayed-Draw Tranche A Loans so incurred. Whenever a principal amount of Tranche A Loans is repaid or prepaid, such amount shall not be available for reborrowing by the same or any other Borrower, and the principal amount so repaid or prepaid shall be applied to permanently reduce the Total Tranche A Commitment (and to proportionately and permanently reduce the Tranche A Commitment of each of the Lenders).
(e) Whenever additional Tranche B Term Loans incurred on are incurred, such date and (ii) prior to the termination Tranche B Loans shall be considered a utilization of the Total Delayed-Draw Tranche B Term Commitment as provided in Section 2.03(c) and preceding clause (i), be reduced on each date on which both (x) no B Term Loans are outstanding (after giving effect an amount equal to the application on or prior to such date of the provisions of Sections 3.02(A)) and (y) B Term Loans, had there been any still outstanding, would have been required to be repaid pursuant to Sections 3.02(A)(b), (c), (d) or (e), by the amount, if any, by which the amount required to be applied pursuant to said Sections as a result of the events described therein (determined as if an unlimited amount of B Term Loans were actually outstanding) exceeds the aggregate principal amount of the Tranche B Term Loans being so incurred. Whenever a principal amount of Tranche B Loans is repaid as a result of or prepaid, such events.
(e) The amount shall not be available for reborrowing by the same or any other Borrower, and the principal amount so repaid or prepaid shall be applied to permanently reduce the Total Incremental Tranche B Term Commitment (and to proportionately and permanently reduce the Incremental Tranche B Term Commitment of each Incremental B Term Lender with such a Commitment) pursuant to an Incremental B Term Commitment Agreement shall terminate in its entirety on of the related Incremental B Term Loan Borrowing Date therefor (after giving effect to the making of Incremental B Term Loans on such dateLenders).
(f) The Total Revolving Commitment (to If the extent outstanding) Company shall be reduced on each date on which both (x) no B Term Loans are outstanding (after giving effect to at any time voluntarily reduce the application on or prior to such date unutilized commitment of the provisions of Sections 3.02(A)) and Permanent Lender or the Supplemental Permanent Lender under the Permanent Credit Agreement or the Supplemental Permanent Credit Agreement, as applicable, the Company will contemporaneously make a proportionate permanent reduction in the Unutilized Total Delayed-Draw Tranche A Commitment or the Unutilized Total Tranche B Term Commitment has terminated (after giving effect to the application on or prior to such date of the provisions of Sections 2.03(c) and (d)) and (y) B Term LoansCommitment, had there been any still outstandingas applicable, would have been required to be repaid pursuant to Sections 3.02(A)(b), (c), (d) or (e), by the amount, if any, by which the amount required to be applied pursuant to said Sections as a result of the events described therein (determined as if an unlimited amount of B Term Loans were actually outstanding) exceeds the sum of the Delayed-Draw B Term Commitments being terminated and the aggregate principal amount of B Term Loans being repaid, in either case as a result of such events; provided, however, that in no event shall the Total Revolving Commitment be reduced below $50,000,000 as a result of the application of this Section 2.03(f)section 4.1.
(g) The Total Revolving Commitment shall terminate in its entirety on the earlier of (x) the RF Maturity Date and (y) the date on which If a Change of Control occurs.
(h, and the effect thereof under this section 4.2(g) Each partial reduction is not waived in writing by all of the Commitments under a Facility pursuant Lenders (other than any Defaulting Lender), (i) the then Unutilized Total Tranche A Commitment shall be automatically, immediately and permanently reduced to this Section 2.03 the then Reserved Portion of the Total Tranche A Commitment, and (ii) the then Unutilized Total Tranche B Commitment shall apply proportionately be automatically, immediately and permanently reduced to reduce the Commitment then Reserved Portion of each Lender under the Total Tranche B Commitment. The Administrative Agent will give the Company and the Lenders written notice of any such Facilityreduction, but no delay in giving, or failure to give, such notice shall postpone or otherwise impair the occurrence of such reduction.
Appears in 1 contract
Sources: Master Construction Line of Credit Agreement (Alternative Living Services Inc)
Mandatory Adjustments of Commitments, etc. (a) Each of the The Total Initial B Term Commitment, the Total Delayed-Draw B Term Commitment and the Total Revolving Commitment (and the Initial B Term Commitment, Delayed-Draw B Term Commitment and Revolving Commitment of each Lender with such a Commitment) shall terminate in its entirety on the Expiration Date July 31, 1999 unless the Initial Borrowing Date has occurred on or before such date.
(b) The Each of the Total Initial A Term Loan Commitment, the Total B Term Loan Commitment (and the Initial B Total C Term Loan Commitment of each Initial B Term Lender) shall terminate in its entirety on the Initial Borrowing Date (Date, after giving effect to the making of Initial B Term Loans on such date).
(c) The Total Delayed-Draw B Term A Revolving Loan Commitment (and the Delayed-Draw B Term A Revolving Loan Commitment of each Lender with such a CommitmentBank) shall terminate in its entirety (to the extent not theretofore terminated) on the Delayed-Draw B Term Commitment Termination Date earlier of (after giving effect to any incurrence x) the date on which a Change of Delayed-Draw B Term Loans on such date)Control Event occurs and (y) the A Revolving Loan Maturity Date.
(d) The Total Delayed-Draw B Term Revolving Loan Commitment (and the B Revolving Loan Commitment of each Bank) shall terminate on the earlier of (x) the date on which a Change of Control Event occurs and (y) the B Revolving Loan Maturity Date.
(e) The Total A Revolving Loan Commitment shall be reduced (i) be reduced on the second Business Day following the Accounts Receivable Facility Transaction Date, by an amount equal to the Accounts Receivable Facility Proceeds and (ii) on the second Business Day after each date after the Accounts Receivable Facility Transaction Date on which Delayed-Draw B Term Loans are incurred (the holders of Investor Certificates fund any increase in the net invested amount of such Investor Certificates, by the respective increase; provided that after giving effect the aggregate reduction to the making of Delayed-Draw B Term Loans on such dateTotal A Revolving Loan Commitment pursuant to clauses (i) and/or (ii) above is in an amount equal to $50,000,000, no such further reduction shall be required pursuant to this Section 3.03(e) unless and until the sum (such sum, the "Aggregate Net Invested Amount") of (x) the Accounts Receivable Facility Proceeds plus (y) the sum of the respective increases under clause (ii) above exceeds $75,000,000; provided further, that on the second Business Day following any date on which the Aggregate Net Invested Amount is increased above $75,000,000, an amount equal to such increase above $75,000,000 shall be applied (at the option of the U.S. Borrower) either to (A) reduce the Total A Revolving Loan Commitment and/or (B) prepay the A Term Loans pursuant to Section 4.02(A)(i) (such election (which may be to apply all or part of such increase to the Total A Revolving Loan Commitment and/or all or part of such increase to the A Term Loans, so long as the full amount of such increase is applied) to be evidenced by a written notice to be delivered by the U.S. Borrower to the Administrative Agent on or prior to the second Business Day following the date of such increase, which notice shall specify the amount of such increase to be applied to each of the Total A Revolving Loan Commitment and the A Term Loans, it being understood that if the U.S. Borrower fails to give such notice then the full amount of such increase shall be applied to reduce the Total A Revolving Loan Commitment).
(f) On each date upon which a mandatory repayment of Term Loans pursuant to Section 4.02(A)(c), (d), (e), (f) or (g) is required (and exceeds in amount the aggregate principal amount of the Delayed-Draw B Term Loans incurred on such date and (iithen outstanding) prior to the termination or would be required if an unlimited amount of the Total Delayed-Draw B Term Commitment as provided in Section 2.03(c) and preceding clause (i), be reduced on each date on which both (x) no B Term Loans are outstanding (after giving effect to the application on or prior to such date of the provisions of Sections 3.02(A)) and (y) B Term Loans, had there been any still were then outstanding, would have been required to be repaid pursuant to Sections 3.02(A)(b), (c), (d) or (e), by the an amount, if any, by which the amount required to be applied pursuant to said Sections as a result of the events described therein (determined as if an unlimited amount of B Term Loans were actually outstanding) exceeds the aggregate principal amount of B Term Loans being repaid as a result of such events.
(e) The then outstanding shall be applied to permanently reduce the Total Incremental B Term Commitment (and the Incremental B Term Commitment of each Incremental B Term Lender Revolving Loan Commitment, with such a Commitment) pursuant reduction to an Incremental B Term Commitment Agreement shall terminate in its entirety on the related Incremental B Term Loan Borrowing Date therefor (after giving effect apply to the making of Incremental Total A Revolving Loan Commitment and/or the Total B Term Loans on Revolving Loan Commitment, as the U.S. Borrower shall elect (or, absent such date).
(f) The Total Revolving Commitment (election, pro rata to the extent outstanding) shall be reduced on each date on which both (x) no B Term Loans are outstanding (after giving effect to the application on or prior to such date of the provisions of Sections 3.02(A)) Total A Revolving Loan Commitment and the Total Delayed-Draw B Term Commitment has terminated (after giving effect to the application on or prior to such date of the provisions of Sections 2.03(c) and (d)) and (y) B Term Loans, had there been any still outstanding, would have been required to be repaid pursuant to Sections 3.02(A)(b), (c), (d) or (e), by the amount, if any, by which the amount required to be applied pursuant to said Sections as a result of the events described therein (determined as if an unlimited amount of B Term Loans were actually outstanding) exceeds the sum of the Delayed-Draw B Term Commitments being terminated and the aggregate principal amount of B Term Loans being repaid, in either case as a result of such events; provided, however, that in no event shall the Total Revolving Commitment be reduced below $50,000,000 as a result of the application of this Section 2.03(fLoan Commitment).
(g) The On the date occurring nine months following the Initial Borrowing Date, the Total B Revolving Loan Commitment shall terminate in be permanently reduced by an amount equal to the sum of all commitments to provide lines of credit for borrowed money for working capital purposes to the German Borrower or any of its entirety Subsidiaries or any other Subsidiary of the U.S. Borrower organized under the laws of Germany (other than the B Revolving Loan Commitments and any commitments under overdraft facilities of any such Persons) as of such date (determined based on the earlier Euro Equivalent of (x) such commitments in the RF Maturity Date case of any such commitments denominated in currencies other than Euros and (y) certified to on such date by an officer of the date on which a Change of Control occursGerman Borrower).
(h) Each partial reduction or adjustment of the Commitments under a Facility Total A Term Loan Commitment, the Total B Term Loan Commitment, the Total C Term Loan Commitment, the Total A Revolving Loan Commitment or the Total B Revolving Loan Commitment pursuant to this Section 2.03 3.03 (or pursuant to Section 4.02) shall apply proportionately to reduce the A Term Loan Commitment, the B Term Loan Commitment, the C Term Loan Commitment, the A Revolving Loan Commitment or the B Revolving Loan Commitment, as the case may be, of each Lender under Bank with such Facilitya Commitment.
Appears in 1 contract
Sources: Credit Agreement (Dade Behring Inc)