Common use of Reductions of Commitments Clause in Contracts

Reductions of Commitments. (a) At any time the Borrower may, upon at least ten (10) Business Days’ prior written notice to the Administrative Agent, each Agent, the Securities Intermediary and each Hedge Counterparty, if any, reduce the Facility Amount, which shall be applied, unless otherwise consented to by the Administrative Agent (acting at the direction of the Required Lenders) and the Agents, pro rata to the Aggregate Commitment. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof. Reductions of the Aggregate Commitment pursuant to this Section shall be allocated to the Commitment of each Committed Lender and each Conduit Lender, pro rata based on the Lender Percentage of the Aggregate Commitment represented by such Commitment. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than two such requests in any 12-month period. (b) In connection with any reduction of the Facility Amount, the Borrower shall remit (i) first, to each applicable Agent for the ratable payment to each Lender, the amount sufficient to pay the Aggregate Unpaids due to such Lenders with respect to such reduction of the Facility Amount, including any associated Breakage Costs and (ii) second, to the relevant Hedge Counterparty, any Hedge Breakage Costs due to such Hedge Counterparty with respect to the reduction of the Loans Outstanding; provided, however, that no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that any Hedge Transaction related thereto be terminated in whole or in part as a result of any such reduction in the Loans Outstanding. (c) On the Revolving Period Termination Date, the Commitments of all Lenders shall be automatically reduced to zero.

Appears in 6 contracts

Sources: Credit Agreement (Regional Management Corp.), Credit Agreement (Regional Management Corp.), Credit Agreement (Regional Management Corp.)

Reductions of Commitments. (a) At any time the Borrower may, upon at least ten (10) Business Days’ prior written notice to the Administrative Agent, each Agent, the Securities Intermediary Account Bank and each Hedge Counterparty, if any, reduce the Facility Amount, which shall be applied, unless otherwise consented to by the Administrative Agent (acting at the direction of the Required Lenders) and the Agents, pro rata to the Aggregate Commitment. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof. Reductions of the Aggregate Commitment pursuant to this Section shall be allocated to the Commitment of each Committed Lender and each Conduit Lender, pro rata based on the Lender Percentage of the Aggregate Commitment represented by such Commitment. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than two such requests in any 12-month period. (b) In connection with any reduction of the Facility Amount, the Borrower shall remit (i) first, to each applicable Agent for the ratable payment to each Lender, the amount sufficient to pay the Aggregate Unpaids due to such Lenders with respect to such reduction of the Facility Amount, including any associated Breakage Costs and (ii) second, to the relevant Hedge Counterparty, any Hedge Breakage Costs due to such Hedge Counterparty with respect to the reduction of the Loans Outstanding; provided, however, that no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that any Hedge Transaction related thereto be terminated in whole or in part as a result of any such reduction in the Loans Outstanding. (c) On the Revolving Period Termination Date, the Commitments of all Lenders shall be automatically reduced to zero.

Appears in 5 contracts

Sources: Credit Agreement (Regional Management Corp.), Credit Agreement and Account Control Agreement (Regional Management Corp.), Credit Agreement (Regional Management Corp.)

Reductions of Commitments. (a) At any time the Borrower may, upon at least ten (10) Business Days’ prior written notice to the Administrative Agent, each Agent, the Securities Intermediary Account Bank, the Backup Servicer and each Hedge Counterparty, if any, reduce the Facility Amount, which shall be applied, unless otherwise consented to by the Administrative Agent (acting at the direction of the Required Lenders) and the Agents, pro rata to the Aggregate Commitment. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof, but no partial reduction shall reduce the Aggregate Commitment below $50,000,000 if such reduction is not in connection with the payment in full of the Aggregate Unpaids and the termination of this facility. Reductions of the Aggregate Commitment pursuant to this Section shall be allocated to the Commitment of each Committed Lender and each Conduit Lender, pro rata based on the Lender Percentage of the Aggregate Commitment Commitment, represented by such Commitment. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than two such requests in any 12-month period. (b) In connection with any reduction of the Facility Amount, the Borrower shall remit (i) first, to each applicable Agent for the ratable payment to each Lender, the amount sufficient to pay the Aggregate Unpaids due to such Lenders with respect to such reduction of the Facility Amount, including any associated Breakage Costs and (ii) second, to the relevant Hedge Counterparty, any Hedge Breakage Costs due to such Hedge Counterparty with respect to the reduction of the Loans Outstanding; provided, however, that no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that any Hedge Transaction related thereto be terminated in whole or in part as a result of any such reduction in the Loans Outstanding. (c) On the Revolving Period Termination Date, the Commitments of all Lenders shall be automatically reduced to zero.

Appears in 4 contracts

Sources: Credit Agreement (Regional Management Corp.), Credit Agreement (Regional Management Corp.), Credit Agreement (Regional Management Corp.)

Reductions of Commitments. (a) At any time during the Revolving Period the Borrower may, upon at least ten (10) five Business Days’ prior written notice to the Administrative Secured Parties and the Paying Agent, each Agent, the Securities Intermediary and each Hedge Counterparty, if any, reduce the Facility Amount, which shall be applied, unless otherwise consented to by the Administrative Agent (acting at the direction of the Required Lenders) and the AgentsLenders, pro rata to the Aggregate CommitmentCommitments. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 [***] or integral multiples of $1,000,000 [***] in excess thereof. Reductions of the Aggregate Commitment Facility Amount pursuant to this Section shall be allocated to the Commitment of each Committed Lender and each Conduit Lender, pro rata based on the Lender Percentage of the Aggregate Commitment represented by such Commitment. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than two four such requests in any 12-month period. (b) In connection with any reduction of the Facility Amount, the Borrower shall remit to the Secured Parties, (i) first, instructions regarding such reduction and (ii) for payment to each applicable Agent for the ratable payment to each LenderSecured Party, the cash in an amount sufficient to pay the Aggregate Unpaids due to such Lenders with respect to such reduction of the Facility Amountreduction, including any associated Breakage Costs and (ii) second, Costs. The Borrower shall apply such amounts first to the relevant Hedge Counterparty, any Hedge Breakage Costs due to such Hedge Counterparty with respect to the pro rata reduction of the Loans Outstanding; provided, howeverand second to the payment of the remaining Aggregate Unpaids with respect thereto, that no including any Breakage Costs, by paying such reduction shall be given effect unless amounts to the Borrower has complied with the terms of any Hedging Agreement requiring that any Hedge Transaction related thereto be terminated in whole or in part as a result of any such reduction in the Loans Outstandingapplicable Secured Parties pro rata, based on their respective remaining Aggregate Unpaids. (c) On the Revolving Period Commitment Termination Date, the Commitments Commitment of all Lenders each Lender shall be automatically reduced to zero.

Appears in 3 contracts

Sources: Warehouse Agreement (Vroom, Inc.), Warehouse Agreement (Vroom, Inc.), Warehouse Agreement (Vroom, Inc.)

Reductions of Commitments. (a) At any time the Borrower may, upon at least ten (10) Business Days’ prior written notice to the Administrative Agent, each Agent, the Securities Intermediary Account Bank and each Hedge Counterparty, if any, reduce the Facility Amount, which shall be applied, unless otherwise consented to by the Administrative Agent (acting at the direction of the Required Lenders) and the Agents, pro rata to the Class A Aggregate Commitment and the Class B Aggregate Commitment. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof. Reductions of the Aggregate Commitment pursuant to this Section shall be allocated to the Commitment of each Committed Lender and each Conduit Lender, pro rata based on the Lender Percentage of the Class A Aggregate Commitment or Class B Aggregate Commitment, as applicable, represented by such Commitment. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than two such requests in any 12-month period. (b) In connection with any reduction of the Facility Amount, the Borrower shall remit (i) first, to each applicable Agent for the ratable payment to each Class A Lender, the amount sufficient to pay the Aggregate Unpaids due to such Class A Lenders with respect to such reduction of the Facility Amount, including any associated Breakage Costs and Costs, (ii) second, to each applicable Agent for the ratable payment to each Class B Lender, the amount sufficient to pay the Aggregate Unpaids due to such Class B Lenders with respect to such reduction of the Facility Amount, including any associated Breakage Costs, and (iii) third, to the relevant Hedge Counterparty, any Hedge Breakage Costs due to such Hedge Counterparty with respect to the reduction of the Loans Outstanding; provided, however, that no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that any Hedge Transaction related thereto be terminated in whole or in part as a result of any such reduction in the Loans Outstanding. (c) On the Revolving Period Termination Date, the Commitments of all Lenders shall be automatically reduced to zero.

Appears in 3 contracts

Sources: Omnibus Amendment (Regional Management Corp.), Credit Agreement (Regional Management Corp.), Credit Agreement

Reductions of Commitments. (a) At any time the Borrower Issuer may, upon at least ten (10) three Business Days' prior written notice to the Administrative Agent, each terminate the Commitments or reduce the aggregate Commitments or, with the consent of the Agent, the Securities Intermediary and each Hedge Counterparty, if any, terminate or reduce the Facility Amount, which shall be applied, unless otherwise consented to by the Administrative Agent (acting at the direction Commitment of the Required Lenders) and the Agents, pro rata to the Aggregate Commitmentone or more Purchasers. Each such partial reduction shall be in a minimum an aggregate amount of $5,000,000 10,000,000 or integral multiples of $1,000,000 in excess thereofthereof (or such other amount requested by the Issuer to which the Agent consents). Reductions of the Aggregate Commitment aggregate Commitments of all Purchasers pursuant to this Section subsection 2.2(a) shall be allocated (i) to the Commitment of each Committed Purchaser, other than a Commitment held as a Liquidity Provider, pro rata based on the Commitment Percentage represented by such Commitment, and (ii) to the aggregate Commitments of Liquidity Providers for each Noncommitted Purchaser pro rata based on the Noncommitted Purchaser Percentage of such Noncommitted Purchaser, and the portion of any such reduction which is so allocated to the aggregate Commitments of Liquidity Providers for a Noncommitted Purchaser shall be allocated to the Commitment of each Committed Lender and each Conduit Lender, such Liquidity Provider pro rata based on the Lender Percentage its respective Liquidity Percentage. No reduction or termination of the Aggregate Commitment represented by such Commitment. Any request for a reduction in Commitments shall reduce the Facility Amount shall be irrevocable and aggregate Commitments below the Borrower shall deliver no more than two such requests in any 12-month periodoutstanding principal amount of the Notes. (b) In connection with any reduction of On the Facility Amount, the Borrower shall remit (i) first, to each applicable Agent for the ratable payment to each Lender, the amount sufficient to pay the Aggregate Unpaids due to such Lenders with respect to such reduction of the Facility Amount, including any associated Breakage Costs and (ii) second, to the relevant Hedge Counterparty, any Hedge Breakage Costs due to such Hedge Counterparty with respect to the reduction of the Loans Outstanding; provided, however, that no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that any Hedge Transaction related thereto be terminated in whole or in part as a result of any such reduction in the Loans Outstanding. (c) On the Revolving Period Termination Date, the Commitments Commitment of all Lenders each Committed Purchaser shall be automatically reduced to zero. (c) Subject to the provisions of subsections 8.1(a) and 8.1(b), any Person may from time to time with the consent of the Agent and the Issuer become a party to this Agreement as an initial Noncommitted Purchaser or an initial Committed Purchaser by (i) delivering to the Issuer an Investment Letter and (ii) entering into an agreement substantially in the form attached hereto as Exhibit B hereto (a "Joinder Supplement"), with the Agent and the Issuer, acknowledged by the Servicer, which shall specify (A) the name and address of such Person for purposes of Section 9.2 hereof, (B) whether such Person will be a Noncommitted Purchaser or Committed Purchaser and, if such Person will be a Committed Purchaser, and its Commitment, (C) if such Person is a Noncommitted Purchaser, the identity of its Liquidity Providers and their respective Liquidity Percentages, (D) if such Person is a Liquidity Provider, the Noncommitted Purchaser for which it is acting as such and the portion of such Person's Commitment which is held by it in its capacity as Liquidity Provider, and (E) the other information provided for in such form of Joinder Supplement. Upon its receipt of a duly executed Joinder Supplement, the Agent shall on the effective date determined pursuant thereto give notice of such effectiveness to the Issuer, the Servicer and the Indenture Trustee.

Appears in 2 contracts

Sources: Class a Note Purchase Agreement (Oakwood Homes Corp), Class a Note Purchase Agreement (Oakwood Homes Corp)

Reductions of Commitments. (a) At any time during the Revolving Period the Borrower may, upon at least ten (10) five Business Days’ prior written notice to the Administrative Agent, each Agent, the Securities Intermediary Agent and each Hedge Counterparty, if anyCounterparty (with a copy to the Account Bank), reduce the Facility Amount, which shall be applied, unless otherwise consented to by the Administrative Agent (acting at the direction of the Required Lenders) and the AgentsAgent, pro rata to the Aggregate CommitmentCommitments. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 [***] or integral multiples of $1,000,000 [***] in excess thereof. Reductions of the Aggregate Commitment Facility Amount pursuant to this Section shall be allocated to the Commitment of each Committed Lender and each Conduit Lender, pro rata based on the Lender Percentage of the Aggregate Commitment represented by such Commitment. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than two four such requests in any 12-month period. (b) In connection with any reduction of the Facility Amount, the Borrower shall remit to the Administrative Agent, (i) first, instructions regarding such reduction (with a copy to each applicable Agent the Administrative Agent) and (ii) for the ratable payment to each Lender, the cash in an amount sufficient to pay the Aggregate Unpaids due to such Lenders with respect to such reduction of the Facility Amountreduction, including any associated Breakage Costs and (ii) second, to the relevant Hedge Counterparty, any Hedge Breakage Costs due to such Hedge Counterparty with respect to the reduction of the Loans OutstandingCosts; provided, however, that no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that any Hedge Transaction related thereto be terminated in whole or in part as a result of any such reduction in the Loans Outstanding and the Borrower has paid all Hedge Breakage Costs due to the relevant Hedge Counterparty for any such termination. Upon receipt of any such amounts, the Administrative Agent shall apply such amounts first to the pro rata reduction of the Loans Outstanding, second to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender Percentages, and third to pay any Hedge Breakage Costs related to such reduction of the Loans Outstanding due to the relevant Hedge Counterparty. (c) On the Revolving Period Commitment Termination Date, the Commitments Commitment of all Lenders each Lender shall be automatically reduced to zero.

Appears in 1 contract

Sources: Warehouse Agreement (Vroom, Inc.)

Reductions of Commitments. (a) At any time after the eighteen-month anniversary of the Closing Date, the Borrower may, upon at least ten (10) Business Days’ prior written notice to the Administrative Agent, the Collateral Agent, each Agent, the Securities Intermediary Paying Agent, the Backup Servicer and each Hedge Counterparty, if any, reduce the Facility Amount, which shall be applied, unless otherwise consented to by the Administrative Agent (acting at the direction of the Required Lenders) and the Agents, pro rata to the Class A Aggregate Commitment and the Class B Aggregate Commitment. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof. Reductions of the Aggregate Commitment pursuant to this Section 2.03(a) shall be allocated to the Commitment of each Committed Lender and each Conduit Lender, pro rata based on the Lender Percentage of the Class A Aggregate Commitment or Class B Aggregate Commitment, as applicable, represented by such Commitment. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than two such requests in any 12-month period. In no event shall any reduction of the Facility Amount be permitted prior to the eighteen-month anniversary of the Closing Date. (b) In connection with any reduction of the Facility Amount, the Borrower shall remit (i) first, to each applicable Agent for the ratable payment to each Class A Lender, the amount sufficient to pay the Aggregate Unpaids due to such Class A Lenders with respect to such reduction of the Facility Amount, including any associated Breakage Costs Costs, and (ii) second, to each applicable Agent for the relevant Hedge Counterpartyratable payment to each Class B Lender, any Hedge Breakage Costs the amount sufficient to pay the Aggregate Unpaids due to such Hedge Counterparty Class B Lenders with respect to the such reduction of the Loans Outstanding; providedFacility Amount, however, that no such reduction shall be given effect unless the Borrower has complied with the terms of including any Hedging Agreement requiring that any Hedge Transaction related thereto be terminated in whole or in part as a result of any such reduction in the Loans Outstandingassociated Breakage Costs. (c) On any date that does not occur during the Revolving Period Termination DatePeriod, the Commitments of all Lenders shall be automatically reduced to zero.; provided that if a Revolving Period

Appears in 1 contract

Sources: Credit Agreement (CURO Group Holdings Corp.)

Reductions of Commitments. (a) At any time the Borrower may, upon at least ten (10) Business Days’ prior written notice to the Administrative Agent, each Agent, the Securities Intermediary Account Bank, the Backup Servicer and each Hedge Counterparty, if any, reduce the Facility Amount, which shall be applied, unless otherwise consented to by the Administrative Agent (acting at the direction of the Required Lenders) and the Agents, pro rata to the Aggregate Commitment. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof, but no partial reduction shall reduce the Aggregate Commitment below $50,000,000 if such reduction is not in connection with the payment in full of the Aggregate Unpaids and the termination of this facility. Reductions of the Aggregate Commitment pursuant to this Section shall be allocated to the Commitment of each Committed Lender and each Conduit Lender, pro rata based on the Lender Percentage of the Aggregate Commitment Commitment, represented by such Commitment. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than two such requests in any 12-month period. (b) In connection with any reduction of the Facility Amount, the Borrower shall remit (i) first, to each applicable Agent for the ratable payment to each Lender, the amount sufficient to pay the Aggregate Unpaids due to such Lenders with respect to such reduction of the Facility LEGAL02/41783784v7 Amount, including any associated Breakage Costs and (ii) second, to the relevant Hedge Counterparty, any Hedge Breakage Costs due to such Hedge Counterparty with respect to the reduction of the Loans Outstanding; provided, however, that no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that any Hedge Transaction related thereto be terminated in whole or in part as a result of any such reduction in the Loans Outstanding. (c) On the Revolving Period Termination Date, the Commitments of all Lenders shall be automatically reduced to zero.

Appears in 1 contract

Sources: Credit Agreement (Regional Management Corp.)

Reductions of Commitments. (a) At any time The Company may permanently reduce (i) the Borrower mayAggregate Multicurrency Tranche Revolving Loan Commitment in whole, or in part ratably among the Multicurrency Tranche Revolving Lenders, in an aggregate minimum amount of $5,000,000 and in integral multiples of $1,000,000 in excess thereof (unless the Aggregate Multicurrency Tranche Revolving Loan Commitment is reduced in whole), (ii) the Aggregate US Tranche Revolving Loan Commitment in whole, or in part ratably among the US Tranche Revolving Lenders, in an aggregate minimum amount of $5,000,000 and in integral multiples of $1,000,000 in excess thereof (unless the Aggregate US Tranche Revolving Loan Commitment is reduced in whole) or (iii) the Swing Line Commitments in whole or in part in amounts of $1,000,000, in each case upon at least ten (10) three Business Days’ Day’s prior written notice to the Administrative Agent, each Agent, Issuing Bank and the Securities Intermediary and each Hedge Counterparty, if any, reduce the Facility AmountSwing Line Bank, which notice shall specify the amount of any such reduction; provided that the amount of the Aggregate Revolving Loan Commitment of either Class may not be reduced below the sum of the Dollar Amount of the outstanding Revolving Credit Obligations of such Class. All accrued commitment fees shall be appliedpayable on the effective date of any termination of all or any part the obligations of the Lenders to make Loans hereunder. Each Borrower may, unless otherwise consented upon three Business Days prior written notice to by the Administrative Agent (acting at the direction of the Required Lenders) and the Agents, pro rata to the Aggregate Commitment. Each partial reduction shall be in a minimum applicable Alternate Currency Lender, terminate entirely at any time or reduce from time to time by an aggregate amount Dollar Amount of $5,000,000 or and in integral multiples of $1,000,000 in excess thereof. Reductions thereof (or as set forth on the applicable Alternate Currency Addendum), the unused portions of the Aggregate applicable Alternate Currency Commitment as specified by the applicable Borrower in such notice to the Administrative Agent and the applicable Alternate Currency Lender; provided that at no time shall the Alternate Currency Commitment of any Lender in respect of any Alternate Currency be reduced to an amount less than the total outstanding principal amount of all Alternate Currency Loans of such Lender made in such Alternate Currency. Each notice delivered by the Borrowers pursuant to this Section 2.06 shall be allocated to the Commitment irrevocable; provided that a notice of each Committed Lender and each Conduit Lender, pro rata based on the Lender Percentage reduction of the Aggregate Revolving Loan Commitment represented of either Class or the Swing Line Commitments or termination or reduction of the applicable Alternate Currency Commitment under this Section 2.06 may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by such Commitment. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than two (by notice to the Administrative Agent on or prior to the specified effective date) if such requests in any 12-month periodcondition is not satisfied. (b) In connection with any reduction If the Term Loan Funding Date shall not have occurred by July 1, 2011, the Term Loan Commitments will be reduced on such date by an amount equal to 1.25% of the Facility Amountoriginal amount thereof. If the Term Loan Funding Date shall not have occurred by September 30, 2011, the Borrower shall remit (i) first, Term Loan Commitments will be further reduced on such date by an amount equal to each applicable Agent for the ratable payment to each Lender, the amount sufficient to pay the Aggregate Unpaids due to such Lenders with respect to such reduction 1.25% of the Facility Amount, including any associated Breakage Costs and (ii) second, to the relevant Hedge Counterparty, any Hedge Breakage Costs due to such Hedge Counterparty with respect to the reduction of the Loans Outstanding; provided, however, that no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that any Hedge Transaction related thereto be terminated in whole or in part as a result of any such reduction in the Loans Outstandingoriginal amount thereof. (c) On the Revolving Period Termination Date, the Commitments of all Lenders shall be automatically reduced to zero.

Appears in 1 contract

Sources: Credit Agreement (Trimble Navigation LTD /Ca/)

Reductions of Commitments. (a) At any time the Borrower may, upon at least ten (10) Business Days’ prior written notice to the Administrative Agent, each Agent, the Securities Intermediary Account Bank, the Backup Servicer and each Hedge Counterparty, if any, reduce the Facility Amount, which shall be applied, unless otherwise consented to by the Administrative Agent (acting at the direction of the Required Lenders) and the Agents, pro rata to the Class A Aggregate Commitment and the Class B Aggregate Commitment. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof. Reductions of the Aggregate Commitment pursuant to this Section shall be allocated to the Commitment of each Committed Lender and each Conduit Lender, pro rata based on the Lender Percentage of the Class A Aggregate Commitment or Class B Aggregate Commitment, as applicable, represented by such Commitment. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than two such requests in any 12-month period. (b) In connection with any reduction of the Facility Amount, the Borrower shall remit (i) first, to each applicable Agent for the ratable payment to each Class A Lender, the amount sufficient to pay the Aggregate Unpaids due to such Class A Lenders with respect to such reduction of the Facility Amount, including any associated Breakage Costs and Costs, (ii) second, to each applicable Agent for the ratable payment to each Class B Lender, the amount sufficient to pay the Aggregate Unpaids due to such Class B Lenders with respect to such reduction of the Facility Amount, including any associated Breakage Costs, and (iii) third, to the relevant Hedge Counterparty, any Hedge Breakage Costs due to such Hedge Counterparty with respect to the reduction of the Loans Outstanding; provided, however, that no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that any Hedge Transaction related thereto be terminated in whole or in part as a result of any such reduction in the Loans Outstanding. (c) On the Revolving Period Termination Date, the Commitments of all Lenders shall be automatically reduced to zero.

Appears in 1 contract

Sources: Credit Agreement (Regional Management Corp.)

Reductions of Commitments. The Company may permanently reduce (ai) At any time the Borrower may, upon at least ten (10) Business Days’ prior written notice to the Administrative Agent, each Agent, the Securities Intermediary and each Hedge Counterparty, if any, reduce the Facility Amount, which shall be applied, unless otherwise consented to by the Administrative Agent (acting at the direction of the Required Lenders) and the Agents, pro rata to the Aggregate Commitment in whole, or in part ratably among the Lenders with a Commitment. Each partial reduction shall be , in a an aggregate minimum aggregate amount of $5,000,000 or and in integral multiples of $1,000,000 in excess thereof. Reductions of that amount (unless the Aggregate Commitment pursuant to this Section shall be allocated to the Commitment of each Committed Lender and each Conduit Lender, pro rata based on the Lender Percentage of the Aggregate Commitment represented by such Commitment. Any request for a reduction is reduced in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than two such requests in any 12-month period. (bwhole) In connection with any reduction of the Facility Amount, the Borrower shall remit (i) first, to each applicable Agent for the ratable payment to each Lender, the amount sufficient to pay the Aggregate Unpaids due to such Lenders with respect to such reduction of the Facility Amount, including any associated Breakage Costs and or (ii) second, to the relevant Hedge Counterparty, any Hedge Breakage Costs due to such Hedge Counterparty with respect to the reduction of the Loans Outstanding; provided, however, that no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that any Hedge Transaction related thereto be terminated Swing Line Commitments in whole or in part as a result in amounts of $1,000,000 upon at least three (3) Business Day’s prior written notice to the Administrative Agent and the Swing Line Bank, which notice shall specify the amount of any such reduction in reduction; provided that the amount of the Aggregate Commitment may not be reduced below the Dollar Amount of the outstanding Revolving Credit Obligations or below the aggregate amount of Alternate Currency Commitments or below the aggregate amount of the Swing Line Commitment. All accrued commitment fees shall be payable on the effective date of any termination of all or any part the obligations of the Lenders to make Loans Outstanding. hereunder. Each Borrower may, upon three (c3) On Business Days prior written notice to the Revolving Period Termination DateAdministrative Agent and to the applicable Alternate Currency Lender, terminate entirely at any time or reduce from time to time by an aggregate Dollar Amount of $5,000,000 or any larger multiple of $1,000,000 (or as set forth on the applicable Alternate Currency Addendum), the Commitments unused portions of the applicable Alternate Currency Commitment as specified by the applicable Borrower in such notice to the Administrative Agent and the applicable Alternate Currency Lender; provided that at no time shall the Alternate Currency Commitment of any Lender in respect of any Alternate Currency be reduced to an amount less than the total outstanding principal amount of all Lenders shall be automatically reduced to zeroAlternate Currency Loans of such Lender made in such Alternate Currency.

Appears in 1 contract

Sources: Credit Agreement (Trimble Navigation LTD /Ca/)

Reductions of Commitments. (a) At any time the Borrower may, upon at least ten (10) five Business Days’ prior written notice to the Administrative Agent, each Agent, the Securities Intermediary Agent and each Hedge Counterparty, if anyCounterparty (with a copy to the Account Bank), reduce the Facility Amount, which shall be applied, unless otherwise consented to by the Administrative Agent (acting at the direction of the Required Lenders) and the Agents, pro rata to the Aggregate CommitmentCommitments. Each Agent shall promptly deliver a copy of any notice referred to in the preceding sentence to each Lender in its Lender Group. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 [***] or integral multiples of $1,000,000 [***] in excess thereof. Reductions of the Aggregate Commitment Facility Amount pursuant to this Section shall be allocated (i) to the Commitment of each Committed Lender and the Maximum Loan Amount of each Conduit Lender, pro rata based on the Lender Percentage of the Aggregate Commitment represented by such CommitmentCommitment or Maximum Loan Amount and (ii) to the aggregate Commitments of Liquidity Providers for each Conduit Lender pro rata based on their respective Liquidity Percentages. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than two four such requests in any 12-month period. (b) In connection with any reduction of the Facility Amount, the Borrower shall remit (i) first, to each applicable Agent for the ratable payment to each Lender, (i) instructions regarding such reduction (with a copy to the Administrative Agent) and (ii) cash in an amount sufficient to pay the Aggregate Unpaids due to such Lenders with respect to such reduction of the Facility Amountreduction, including any associated Breakage Costs and (ii) second, to the relevant Hedge Counterparty, any Hedge Breakage Costs due to such Hedge Counterparty with respect to the reduction of the Loans OutstandingCosts; provided, however, that no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that any Hedge Transaction related thereto be terminated in whole or in part as a result of any such reduction in the Loans Outstanding and the Borrower has paid all Hedge Breakage Costs due to the relevant Hedge Counterparty for any such termination. Upon receipt of any such amounts, each Agent shall apply such amounts first to the pro rata reduction of the Loans Outstanding, second to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender Percentages, and third to pay any Hedge Breakage Costs related to such reduction of the Loans Outstanding due to the relevant Hedge Counterparty. (c) On the Revolving Period Lender Termination Date for a Committed Lender or Liquidity Provider, the Commitment of such Lender shall be automatically reduced to zero. On the Termination Date, the Commitments of all Lenders shall be automatically reduced to zero.

Appears in 1 contract

Sources: Warehouse Agreement (Vroom, Inc.)

Reductions of Commitments. The Company may permanently reduce (a) At the Aggregate Multicurrency Tranche Revolving Loan Commitment of any time Class in whole, or in part ratably among the Borrower mayMulticurrency Tranche Revolving Lenders of such Class, in an aggregate minimum amount of $5,000,000 and in integral multiples of $1,000,000 in excess thereof (unless the Aggregate Multicurrency Tranche Revolving Loan Commitment of such Class is reduced in whole), (b) the Aggregate US Tranche Revolving Loan Commitment of any Class in whole, or in part ratably among the US Tranche Revolving Lenders of such Class, in an aggregate minimum amount of $5,000,000 and in integral multiples of $1,000,000 in excess thereof (unless the Aggregate US Tranche Revolving Loan Commitment of such Class is reduced in whole) or (c) the Swing Line Commitments in whole or in part in amounts of $1,000,000, in each case upon at least ten (10) three Business Days’ Day’s prior written notice to the Administrative Agent, each Agent, Issuing Bank and the Securities Intermediary and each Hedge Counterparty, if any, reduce the Facility AmountSwing Line Bank, which notice shall be applied, unless otherwise consented to by specify the Administrative Agent (acting at the direction of the Required Lenders) and the Agents, pro rata to the Aggregate Commitment. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof. Reductions any such reduction; provided that (i) the amount of the Aggregate Revolving Loan Commitment of any Class may not be reduced below the sum of the Dollar Amount of the outstanding Revolving Credit Obligations of such Class and (ii) until the Aggregate Revolving Loan Commitments of the Tranche 1 Revolving Lenders shall terminate, the Company shall not terminate or reduce the Aggregate Revolving Loan Commitments of any Class of the Tranche 2 Revolving Lenders unless the Company shall concurrently therewith terminate or reduce, at least ratably, the Aggregate Revolving Loan Commitments of the corresponding Class of the Tranche 1 Revolving Lenders. All accrued commitment fees in respect of the applicable Class of Commitments shall be payable on the effective date of any termination of all or any part the obligations of the Lenders to make Loans of such Class hereunder. Each notice delivered by the Company pursuant to this Section 2.06 shall be allocated to the Commitment irrevocable; provided that a notice of each Committed Lender and each Conduit Lender, pro rata based on the Lender Percentage reduction of the Aggregate Revolving Loan Commitment represented of any Class or the Swing Line Commitments under this Section 2.06 may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by such Commitment. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than two such requests in any 12-month period. Company (b) In connection with any reduction of the Facility Amount, the Borrower shall remit (i) first, to each applicable Agent for the ratable payment to each Lender, the amount sufficient to pay the Aggregate Unpaids due to such Lenders with respect to such reduction of the Facility Amount, including any associated Breakage Costs and (ii) second, by notice to the relevant Hedge Counterparty, any Hedge Breakage Costs due to such Hedge Counterparty with respect Administrative Agent on or prior to the reduction of the Loans Outstanding; provided, however, that no specified effective date) if such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that any Hedge Transaction related thereto be terminated in whole or in part as a result of any such reduction in the Loans Outstandingcondition is not satisfied. (c) On the Revolving Period Termination Date, the Commitments of all Lenders shall be automatically reduced to zero.

Appears in 1 contract

Sources: Credit Agreement (Trimble Navigation LTD /Ca/)

Reductions of Commitments. (a) At any time the Borrower may, upon at least ten (10) Business Days’ prior written notice to the Administrative Agent, each Agent, the Securities Intermediary Account Bank, the Backup Servicer and each Hedge Counterparty, if any, reduce the Facility Amount, which shall be applied, unless otherwise consented to by the Administrative Agent (acting at the direction of the Required Lenders) and the Agents, pro rata to the Aggregate Commitment. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof, but no partial reduction shall reduce the Aggregate Commitment below $50,000,000 if such reduction is not in connection with the payment in full of the Aggregate Unpaids and the termination of this facility. Reductions of the Aggregate Commitment pursuant to this Section shall be allocated to the Commitment of each Committed Lender and each Conduit Lender, pro rata based on the Lender Percentage of the Aggregate Commitment Commitment, represented by such Commitment. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than two such requests in any 12-month period. (b) In connection with any reduction of the Facility Amount, the Borrower shall remit (i) first, to each applicable Agent for the ratable payment to each Lender, the amount sufficient to pay the Aggregate Unpaids due to such Lenders with respect to such reduction of the Facility LEGAL02/42658427v2 Amount, including any associated Breakage Costs and (ii) second, to the relevant Hedge Counterparty, any Hedge Breakage Costs due to such Hedge Counterparty with respect to the reduction of the Loans Outstanding; provided, however, that no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that any Hedge Transaction related thereto be terminated in whole or in part as a result of any such reduction in the Loans Outstanding. (c) On the Revolving Period Termination Date, the Commitments of all Lenders shall be automatically reduced to zero.

Appears in 1 contract

Sources: Credit Agreement (Regional Management Corp.)

Reductions of Commitments. (a) At any time the Borrower may, upon at least ten (10) Business Days’ prior written notice to the Administrative Agent, each Agent, the Securities Intermediary Account Bank, the Backup Servicer and each Hedge Counterparty, if any, reduce the Facility Amount, which shall be applied, unless otherwise consented to by the Administrative Agent (acting at the direction of the Required Lenders) and the Agents, pro rata to the Aggregate Commitment. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof, but no partial reduction shall reduce the Aggregate Commitment below $50,000,000 if such reduction is not in connection with the payment in full of the Aggregate Unpaids and the termination of this facility. Reductions of the Aggregate Commitment pursuant to this Section shall be allocated to the Commitment of each Committed Lender and each Conduit Lender, pro rata based on the Lender Percentage of the Aggregate Commitment Commitment, represented by such Commitment. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than two such requests in any 12-month period. (b) In connection with any reduction of the Facility Amount, the Borrower shall remit (i) first, to each applicable Agent for the ratable payment to each Lender, the amount sufficient to pay the Aggregate Unpaids due to such Lenders with respect to such reduction of the Facility LEGAL02/4049656702/41783784v137 LEGAL02/40496567v15 LEGAL02/41254404v5 LEGAL02/42659188v3 Amount, including any associated Breakage Costs and (ii) second, to the relevant Hedge Counterparty, any Hedge Breakage Costs due to such Hedge Counterparty with respect to the reduction of the Loans Outstanding; provided, however, that no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that any Hedge Transaction related thereto be terminated in whole or in part as a result of any such reduction in the Loans Outstanding. (c) On the Revolving Period Termination Date, the Commitments of all Lenders shall be automatically reduced to zero.

Appears in 1 contract

Sources: Credit Agreement (Regional Management Corp.)

Reductions of Commitments. (a) At any time the Borrower may, upon at least ten (10) Business Days’ prior written notice to the Administrative Agent, each Agent, the Securities Intermediary Account Bank, the Backup Servicer and each Hedge Counterparty, if any, reduce the Facility Amount, which shall be applied, unless otherwise consented to by the Administrative Agent (acting at the direction of the Required Lenders) and the Agents, pro rata to the Aggregate Commitment. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof, but no partial reduction shall reduce the Aggregate Commitment below $50,000,000 if such reduction is not in connection with the payment in full of the Aggregate Unpaids and the termination of this facility. Reductions of the Aggregate Commitment pursuant to this Section shall be allocated to the Commitment of each Committed Lender and each Conduit Lender, pro rata based on the Lender Percentage of the Aggregate Commitment Commitment, represented by such Commitment. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than two such requests in any 12-month period. (b) In connection with any reduction of the Facility Amount, the Borrower shall remit (i) first, to each applicable Agent for the ratable payment to each Lender, the amount sufficient to pay the Aggregate Unpaids due to such Lenders with respect to such reduction of the Facility LEGAL02/42338653v2 Amount, including any associated Breakage Costs and (ii) second, to the relevant Hedge Counterparty, any Hedge Breakage Costs due to such Hedge Counterparty with respect to the reduction of the Loans Outstanding; provided, however, that no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that any Hedge Transaction related thereto be terminated in whole or in part as a result of any such reduction in the Loans Outstanding. (c) On the Revolving Period Termination Date, the Commitments of all Lenders shall be automatically reduced to zero.

Appears in 1 contract

Sources: Credit Agreement (Regional Management Corp.)

Reductions of Commitments. (a) At any time the Borrower may, upon at least ten (10) Business Days’ prior written notice to the Administrative Agent, each Agent, the Securities Intermediary Account Bank, the Backup Servicer and each Hedge Counterparty, if any, reduce the Facility Amount, which shall be applied, unless otherwise consented to by the Administrative Agent (acting at the direction of the Required Lenders) and the Agents, pro rata to the Aggregate Commitment. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof, but no partial reduction shall reduce the Aggregate Commitment below $50,000,000 if such reduction is not in connection with the payment in full of the Aggregate Unpaids and the termination of this facility. Reductions of the Aggregate Commitment pursuant to this Section shall be allocated to the Commitment of each Committed Lender and each Conduit Lender, pro rata based on the Lender Percentage of the Aggregate Commitment Commitment, represented by such Commitment. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than two such requests in any 12-month period. (b) In connection with any reduction of the Facility Amount, the Borrower shall remit (i) first, to each applicable Agent for the ratable payment to each Lender, the amount sufficient to pay the Aggregate Unpaids due to such Lenders with respect to such reduction of the Facility LEGAL02/41783784v7 LEGAL02/42659596v2 Amount, including any associated Breakage Costs and (ii) second, to the relevant Hedge Counterparty, any Hedge Breakage Costs due to such Hedge Counterparty with respect to the reduction of the Loans Outstanding; provided, however, that no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that any Hedge Transaction related thereto be terminated in whole or in part as a result of any such reduction in the Loans Outstanding. (c) On the Revolving Period Termination Date, the Commitments of all Lenders shall be automatically reduced to zero.

Appears in 1 contract

Sources: Credit Agreement (Regional Management Corp.)

Reductions of Commitments. (a) At any time the Borrower may, upon at least ten (10) Business Days’ prior written notice to the Administrative Agent, each Agent, the Securities Intermediary Account Bank and each Hedge Counterparty, if any, reduce the Facility Amount, which shall be applied, unless otherwise consented to by the Administrative Agent (acting at the direction of the Required Lenders) and the Agents, pro rata to the Class A Aggregate Commitment and the Class B Aggregate Commitment. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof. Reductions of the Aggregate Commitment pursuant to this Section shall be allocated to the Commitment of each Committed Lender and each Conduit Lender, pro rata based on the Lender Percentage of the Class A Aggregate Commitment or Class B Aggregate Commitment, as applicable, represented by such Commitment. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than two such requests in any 12-month period. (b) In connection with any reduction of the Facility Amount, the Borrower shall remit (i) first, to each applicable Agent for the ratable payment to each LenderClass A Lenders, pro rata, based on their respective Lender Percentages, the amount sufficient to pay the Aggregate Unpaids due to such Class A Lenders with respect to such reduction of the Facility Amount, including any associated Breakage Costs and Costs, (ii) second, to the Class B Lenders, pro rata, based on their respective Lender Percentages, the amount sufficient to pay the Aggregate Unpaids due to such Class B Lenders with respect to such reduction of the Facility Amount, including any associated Breakage Costs, and (iii) third, to the relevant Hedge Counterparty, any Hedge Breakage Costs due to such Hedge Counterparty with respect to the reduction of the Loans Outstanding; provided, however, that no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that any Hedge Transaction related thereto be terminated in whole or in part as a result of any such reduction in the Loans Outstanding. (c) On the Revolving Period Termination Date, the Commitments of all Lenders shall be automatically reduced to zero.

Appears in 1 contract

Sources: Credit Agreement (Regional Management Corp.)

Reductions of Commitments. The Company may permanently reduce (ai) At any time the Borrower may, upon at least ten (10) Business Days’ prior written notice to the Administrative Agent, each Agent, the Securities Intermediary and each Hedge Counterparty, if any, reduce the Facility Amount, which shall be applied, unless otherwise consented to by the Administrative Agent (acting at the direction of the Required Lenders) and the Agents, pro rata to the Aggregate Revolving Loan Commitment in whole, or in part ratably among the Lenders with a Commitment. Each partial reduction shall be , in a an aggregate minimum aggregate amount of $5,000,000 or and in integral multiples of $1,000,000 in excess thereof. Reductions of that amount (unless the Aggregate Revolving Loan Commitment pursuant to this Section shall be allocated to the Commitment of each Committed Lender and each Conduit Lender, pro rata based on the Lender Percentage of the Aggregate Commitment represented by such Commitment. Any request for a reduction is reduced in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than two such requests in any 12-month period. (bwhole) In connection with any reduction of the Facility Amount, the Borrower shall remit (i) first, to each applicable Agent for the ratable payment to each Lender, the amount sufficient to pay the Aggregate Unpaids due to such Lenders with respect to such reduction of the Facility Amount, including any associated Breakage Costs and or (ii) second, to the relevant Hedge Counterparty, any Hedge Breakage Costs due to such Hedge Counterparty with respect to the reduction of the Loans Outstanding; provided, however, that no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that any Hedge Transaction related thereto be terminated Swing Line Commitments in whole or in part as a result in amounts of $1,000,000 upon at least three (3) Business Day’s prior written notice to the Administrative Agent and the Swing Line Bank, which notice shall specify the amount of any such reduction in reduction; provided that the amount of the Aggregate Revolving Loan Commitment may not be reduced below the Dollar Amount of the outstanding Revolving Credit Obligations or below the aggregate amount of Alternate Currency Commitments or below the aggregate amount of the Swing Line Commitment. All accrued commitment fees shall be payable on the effective date of any termination of all or any part the obligations of the Lenders to make Loans Outstanding. hereunder. Each Borrower may, upon three (c3) On Business Days prior written notice to the Revolving Period Termination DateAdministrative Agent and to the applicable Alternate Currency Lender, terminate entirely at any time or reduce from time to time by an aggregate Dollar Amount of $5,000,000 or any larger multiple of $1,000,000 (or as set forth on the applicable Alternate Currency Addendum), the Commitments unused portions of the applicable Alternate Currency Commitment as specified by the applicable Borrower in such notice to the Administrative Agent and the applicable Alternate Currency Lender; provided that at no time shall the Alternate Currency Commitment of any Lender in respect of any Alternate Currency be reduced to an amount less than the total outstanding principal amount of all Lenders shall be automatically reduced to zeroAlternate Currency Loans of such Lender made in such Alternate Currency.

Appears in 1 contract

Sources: Credit Agreement (Trimble Navigation LTD /Ca/)