Revolving Commitments. Subject to the terms and conditions set forth herein, (a) each U.S. Lender agrees to make U.S. Revolving Loans to the U.S. Borrowers denominated in dollars from time to time during the Availability Period, and (b) each Canadian Lender agrees to make Canadian Revolving Loans to the Canadian Borrowers denominated in either dollars or Canadian Dollars from time to time during the Availability Period, so long as, in each case after giving effect thereto: (i) the U.S. Revolving Exposure, Canadian Revolving Exposure or Revolving Exposure of any Lender would not exceed such ▇▇▇▇▇▇’s U.S. Commitment, Canadian Commitment or Revolving Commitment, as the case may be; (ii) U.S. Availability would not be less than zero; (iii) Canadian Availability would not be less than zero; and (iv) Aggregate Availability would not be less than zero, subject to the Administrative Agent’s authority, in its sole discretion, to make Protective Advances and Overadvances pursuant to the terms of Section 2.04 and 2.05. Within the foregoing limits and subject to the terms and conditions set forth herein, each Borrower may borrow, prepay and reborrow Revolving Loans. On the Fourth Restatement Date, the Administrative Agent shall reallocate or terminate, as applicable, the commitments and loans outstanding under the Existing Credit Agreement in accordance with the Lenders’ respective Applicable Percentages and all loans outstanding as of the Fourth Restatement Date under the Existing Credit Agreement shall automatically and without further action by the parties hereto be deemed converted into Loans under this Agreement and shall be included in the calculations as of the Fourth Restatement Date of “Aggregate Revolving Exposure” and “Revolving Exposure.” All liabilities of the Loan Parties with respect to such Loans shall constitute Obligations and it is the intention of the Loan Parties that such Obligations shall continue to be secured by Collateral Documents.
Appears in 3 contracts
Sources: Fourth Amended and Restated Credit Agreement (Wesco International Inc), Credit Agreement (Wesco International Inc), Credit Agreement (Wesco International Inc)
Revolving Commitments. (a) Subject to the terms and conditions set forth hereinhereof, (a) each U.S. Revolving Lender severally agrees to make revolving credit loans in Dollars (“U.S. Revolving Loans Loans”) to the U.S. Borrowers denominated in dollars Borrower from time to time during the Availability PeriodRevolving Commitment Period for the U.S. Revolving Facility in an aggregate principal amount at any one time outstanding which, when added to such Lender’s U.S. Revolving Credit Percentage of the U.S. L/C Obligations then outstanding, does not exceed the amount of such Lender’s U.S. Revolving Commitment then in effect. During the Revolving Commitment Period for the U.S. Revolving Facility the U.S. Borrower may use the U.S. Revolving Commitments by borrowing, prepaying and reborrowing the U.S. Revolving Loans in whole or in part, all in accordance with the terms and conditions hereof. The U.S. Revolving Loans may be made only in Dollars and may from time to time be Eurodollar Loans or Base Rate Loans, as determined by the U.S. Borrower and notified to the Administrative Agent in accordance with Sections 3.2 and 4.3; provided that no U.S. Revolving Loan shall be made as a Eurodollar Loan after the day that is one month prior to the Revolving Termination Date for any then outstanding U.S. Revolving Commitments under the U.S. Revolving Facility.
(b) Subject to the terms and conditions hereof, each Canadian Revolving Lender severally agrees to make revolving credit loans in Dollars or Canadian Dollars (“Canadian Revolving Loans Loans”), as specified by the Canadian Borrower or the U.S. Borrower, to the Canadian Borrowers denominated in either dollars Borrower or Canadian Dollars the U.S. Borrower, respectively, from time to time during the Availability PeriodRevolving Commitment Period for the Canadian Revolving Facility in an aggregate principal amount at any one time outstanding which, so long aswhen added to such Lender’s Canadian Revolving Credit Percentage of the Canadian L/C Obligations then outstanding, does not exceed the amount of such Lender’s Canadian Revolving Commitment then in each effect (provided that in the case after giving effect thereto:
(i) of any Canadian Revolving Extensions of Credit made in Canadian Dollars, such amounts shall be valued at the Dollar Equivalent of such Canadian Dollars as of the relevant date of determination). During the Revolving Commitment Period for the Canadian Revolving Facility the Canadian Borrower and the U.S. Revolving Exposure, Borrower may use the Canadian Revolving Exposure Commitments by borrowing, prepaying and reborrowing the Canadian Revolving Loans in whole or Revolving Exposure of any Lender would not exceed such ▇▇▇▇▇▇’s U.S. Commitmentin part, Canadian Commitment or Revolving Commitment, as the case may be;
(ii) U.S. Availability would not be less than zero;
(iii) Canadian Availability would not be less than zero; and
(iv) Aggregate Availability would not be less than zero, subject to the Administrative Agent’s authority, all in its sole discretion, to make Protective Advances and Overadvances pursuant to the terms of Section 2.04 and 2.05. Within the foregoing limits and subject to accordance with the terms and conditions set forth hereinhereof. The Canadian Revolving Loans may be made from time to time by way of (i) BA Rate Loans or Canadian Prime Rate Loans, each in Canadian Dollars only or (ii) Eurodollar Loans or Base Rate Loans, in Dollars only, as determined by the Canadian Borrower may borrow, prepay or the U.S. Borrower and reborrow Revolving Loans. On the Fourth Restatement Date, notified to the Administrative Agent shall reallocate or terminate, as applicable, the commitments and loans outstanding under the Existing Credit Agreement in accordance with Sections 3.2 and 4.3; provided that no Canadian Revolving Loan shall be made as a BA Rate Loan or a Eurodollar Loan after the Lenders’ respective Applicable Percentages and all loans day that is one month prior to the Revolving Termination Date for any then outstanding as Canadian Revolving Commitments under the Canadian Revolving Facility.
(c) The U.S. Borrower shall repay to the Administrative Agent for the ratable benefit of the Fourth Restatement applicable U.S. Revolving Lenders all U.S. Revolving Loans made pursuant to any U.S. Revolving Commitment on the Revolving Termination Date under for such U.S. Revolving Commitment. The Canadian Borrower and the Existing Credit Agreement U.S. Borrower shall automatically and without further action by repay to the parties hereto be deemed converted into Loans under this Agreement and shall be included in Administrative Agent for the calculations as ratable benefit of the Fourth Restatement Date of “Aggregate applicable Canadian Revolving Exposure” and “Lenders all Canadian Revolving Exposure.” All liabilities of the Loan Parties with respect Loans made to such Loans shall constitute Obligations and it is Borrower pursuant to any Canadian Revolving Commitment on the intention of the Loan Parties that Revolving Termination Date for such Obligations shall continue to be secured by Collateral DocumentsCanadian Revolving Commitment.
Appears in 3 contracts
Sources: Credit Agreement (Cedar Fair L P), Credit Agreement (Cedar Fair L P), Credit Agreement (Cedar Fair L P)
Revolving Commitments. (a) Subject to the terms and conditions set forth hereinhereof (including Section 7.12), (a) each U.S. Revolving Lender severally agrees to make revolving credit loans in Dollars (“U.S. Revolving Loans Loans”) to the U.S. Borrowers denominated in dollars Borrower from time to time during the Availability PeriodRevolving Commitment Period for the U.S. Revolving Facility in an aggregate principal amount at any one time outstanding which, when added to such Lender’s U.S. Revolving Credit Percentage of the sum of (i) the U.S. L/C Obligations then outstanding and (ii) the aggregate principal amount of the U.S. Swing Line Loans then outstanding, does not exceed the amount of such Lender’s U.S. Revolving Commitment then in effect. During the Revolving Commitment Period for the U.S. Revolving Facility the U.S. Borrower may use the U.S. Revolving Commitments by borrowing, prepaying and reborrowing the U.S. Revolving Loans in whole or in part, all in accordance with the terms and conditions hereof. The U.S. Revolving Loans may be made only in Dollars and may from time to time be Eurodollar Loans or Base Rate Loans, as determined by the U.S. Borrower and notified to the Administrative Agent in accordance with Sections 3.2 and 4.3; provided that no U.S. Revolving Loan shall be made as a Eurodollar Loan after the day that is one month prior to the Revolving Termination Date for any then outstanding U.S. Revolving Commitments under the U.S. Revolving Facility.
(b) Subject to the terms and conditions hereof (including Section 7.12), each Canadian Revolving Lender severally agrees to make revolving credit loans in Dollars or Canadian Dollars (“Canadian Revolving Loans Loans”), as specified by the Canadian Borrower or the U.S. Borrower, to the Canadian Borrowers denominated in either dollars Borrower or Canadian Dollars the U.S. Borrower, respectively, from time to time during the Availability PeriodRevolving Commitment Period for the Canadian Revolving Facility in an aggregate principal amount at any one time outstanding which, so long as, in each case after giving effect thereto:
when added to such Lender’s Canadian Revolving Credit Percentage of the sum of (i) the U.S. Revolving Exposure, Canadian Revolving Exposure or Revolving Exposure of any Lender would not exceed such ▇▇▇▇▇▇’s U.S. Commitment, Canadian Commitment or Revolving Commitment, as the case may be;
L/C Obligations then outstanding and (ii) the aggregate principal amount of the Canadian Swing Line Loans then outstanding, does not exceed the amount of such Lender’s Canadian Revolving Commitment then in effect (provided that in the case of any Canadian Revolving Extensions of Credit made in Canadian Dollars, such amounts shall be valued at the Dollar Equivalent of such Canadian Dollars as of the relevant date of determination). During the Revolving Commitment Period for the Canadian Revolving Facility the Canadian Borrower and the U.S. Availability would not be less than zero;
(iii) Borrower may use the Canadian Availability would not be less than zero; and
(iv) Aggregate Availability would not be less than zeroRevolving Commitments by borrowing, subject to prepaying and reborrowing the Administrative Agent’s authorityCanadian Revolving Loans in whole or in part, all in its sole discretion, to make Protective Advances and Overadvances pursuant to the terms of Section 2.04 and 2.05. Within the foregoing limits and subject to accordance with the terms and conditions set forth hereinhereof. The Canadian Revolving Loans may be made from time to time by way of (i) BA Loans or Canadian Prime Rate Loans, each in Canadian Dollars only or (ii) Eurodollar Loans or Base Rate Loans, in Dollars only, as determined by the Canadian Borrower may borrow, prepay or the U.S. Borrower and reborrow Revolving Loans. On the Fourth Restatement Date, notified to the Administrative Agent shall reallocate or terminate, as applicable, the commitments and loans outstanding under the Existing Credit Agreement in accordance with Sections 3.2 and 4.3, provided that no Canadian Revolving Loan shall be made as a BA Loan or a Eurodollar Loan after the Lenders’ respective Applicable Percentages and all loans day that is one month prior to the Revolving Termination Date for any then outstanding as Canadian Revolving Commitments under the Canadian Revolving Facility.
(c) The U.S. Borrower shall repay to the Administrative Agent for the ratable benefit of the Fourth Restatement applicable U.S. Revolving Lenders all U.S. Revolving Loans made pursuant to any U.S. Revolving Commitment on the Revolving Termination Date under for such U.S. Revolving Commitment. The Canadian Borrower and the Existing Credit Agreement U.S. Borrower shall automatically and without further action by repay to the parties hereto be deemed converted into Loans under this Agreement and shall be included in Administrative Agent for the calculations as ratable benefit of the Fourth Restatement Date of “Aggregate applicable Canadian Revolving Exposure” and “Lenders all Canadian Revolving Exposure.” All liabilities of the Loan Parties with respect Loans made to such Loans shall constitute Obligations and it is Borrower pursuant to any Canadian Revolving Commitment on the intention of the Loan Parties that Revolving Termination Date for such Obligations shall continue to be secured by Collateral DocumentsCanadian Revolving Commitment.
Appears in 3 contracts
Sources: Credit Agreement (Cedar Fair L P), Credit Agreement (Cedar Fair L P), Credit Agreement (Cedar Fair L P)
Revolving Commitments. (a) Subject to the terms and conditions set forth hereinhereof, each Revolving Lender (aacting through any of its branches or affiliates) each U.S. Lender severally agrees to make U.S. revolving credit loans (“Revolving Loans Loans”) in Dollars or in one or more Foreign Currencies (such Revolving Loans, “Foreign Currency Loans”) to the U.S. Borrowers denominated in dollars from time to time during the Availability PeriodRevolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added (after giving effect to the use of proceeds thereof) to the sum of (i) such Lender’s Revolving Percentage of the sum of (x) the L/C Obligations then outstanding and (y) the aggregate principal amount of the Revolving Loans (including the Dollar Equivalent of Foreign Currency Loans) then outstanding, (ii) such Lender’s Swingline Exposure then outstanding, does not exceed the amount of such Lender’s Revolving Commitment and (iii) the Total Revolving Extensions of Credit outstanding at such time (including the Dollar Equivalent of any Revolving Extensions of Credit outstanding in currencies other than Dollars) does not exceed the Total Revolving Commitments. During the Revolving Commitment Period the Borrowers may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. Revolving Loans may from time to time be Eurocurrency Loans or (other than in the case of Foreign Currency Loans) ABR Loans, as determined by the applicable Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.13.
(b) Subject to the terms and conditions hereof, each Canadian Revolving Lender agrees to make Canadian Revolving Foreign Currency Loans to the Canadian Borrowers denominated in either dollars or Canadian Dollars from time to time during the Availability Revolving Commitment Period, so long as, in each case ; provided that (i) after giving effect thereto:
(i) to the U.S. Revolving Exposurerequested Foreign Currency Loan, Canadian Revolving the Dollar Equivalent of the sum of the aggregate principal amount of Foreign Currency Loans and any L/C Exposure or Revolving Exposure of denominated in any Lender would L/C Foreign Currency outstanding at such time does not exceed such ▇▇▇▇▇▇’s U.S. Commitmentthe Foreign Currency Sublimit, Canadian Commitment or Revolving Commitment, as the case may be;
(ii) U.S. Availability would after giving effect to the requested Foreign Currency Loan (and the use of proceeds thereof), the sum of (x) such Lender’s Revolving Percentage of the sum of (1) the L/C Obligations then outstanding (including the Dollar Equivalent of any L/C obligations denominated in any L/C Foreign Currency) and (2) the aggregate principal amount of the Revolving Loans (including the Dollar Equivalent of Foreign Currency Loans) then outstanding and (y) such Lender’s Swingline Exposure then outstanding, does not be less than zero;
exceed the amount of such Lender’s Revolving Commitment and (iii) Canadian Availability would the Total Revolving Extensions of Credit outstanding at such time (including the Dollar Equivalent of any Revolving Extensions of Credit outstanding in currencies other than Dollars) does not exceed the Total Revolving Commitments. The Foreign Currency Loans shall be less than zero; andEurocurrency Loans.
(ivc) Aggregate Availability would not be less than zeroEach Borrower shall repay all of its outstanding Revolving Loans, subject including Foreign Currency Loans, on the Initial Maturity Date.
(d) Notwithstanding anything to the Administrative Agent’s authority, in its sole discretion, to make Protective Advances and Overadvances pursuant to the terms of Section 2.04 and 2.05. Within the foregoing limits and subject to the terms and conditions set forth contrary contained herein, each Lender at its option may make any Loan to any Additional Borrower may borrow, prepay and reborrow Revolving Loans. On by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the Fourth Restatement Date, the Administrative Agent shall reallocate or terminate, as applicable, the commitments and loans outstanding under the Existing Credit Agreement obligation of such Additional Borrower to repay such Loan in accordance with the Lenders’ respective Applicable Percentages and all loans outstanding as terms of the Fourth Restatement Date under the Existing Credit Agreement shall automatically and without further action by the parties hereto be deemed converted into Loans under this Agreement and shall be included in the calculations not cause any Borrower or other Loan Party to incur as of the Fourth Restatement Date of “Aggregate Revolving Exposure” and “Revolving Exposure.” All liabilities date of the Loan Parties with respect to exercise of such Loans option any greater liability than it shall constitute Obligations and it is the intention of the Loan Parties that such Obligations shall continue to be secured by Collateral Documentsthen have under Section 2.19 or Section 2.20(a).
Appears in 2 contracts
Sources: Credit Agreement (Tempur Sealy International, Inc.), Credit Agreement (Tempur Sealy International, Inc.)
Revolving Commitments. (a) Subject to the terms and conditions set forth herein, (a) each U.S. Revolving Lender agrees agrees, severally and not jointly, to make U.S. Revolving Loans to the U.S. Borrowers denominated in dollars from time to time during the Availability Period, and (b) each Canadian Lender agrees to make Canadian Revolving Loans to the Canadian Borrowers denominated Period in either dollars or Canadian Dollars from time to time during the Availability Period, so long as, an aggregate principal amount that will not result in each case after giving effect thereto:
(i) the such U.S. Revolving Exposure, Canadian Lender’s U.S. Revolving Exposure or exceeding such U.S. Revolving Exposure of any Lender would not exceed such ▇▇▇▇▇▇Lender’s U.S. Commitment, Canadian Commitment or Revolving Commitment, as the case may be;
or (ii) the total U.S. Availability would not be less than zero;
Revolving Exposures exceeding the lesser of (iiix) Canadian Availability would not be less than zero; and
the sum of the total U.S. Revolving Commitments and (ivy) Aggregate Availability would not be less than zero, the U.S. Borrowing Base (subject to the Administrative Agent’s authority, in its sole discretion, to make U.S. Protective Advances and U.S. Overadvances pursuant to the terms of Section 2.04 and 2.052.04). Within the foregoing limits and subject to the terms and conditions set forth herein, the U.S. Borrowers may borrow, repay and reborrow U.S. Revolving Loans.
(b) Subject to the terms and conditions set forth herein, each Canadian Revolving Lender agrees, severally and not jointly, to make Canadian Revolving Loans to a Canadian Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Canadian Revolving Lender’s Canadian Revolving Exposure exceeding such Canadian Revolving Lender’s Canadian Revolving Commitment, or (ii) the total Canadian Revolving Exposures exceeding the lesser of (x) the sum of the total Canadian Revolving Commitments and (y) the Canadian Borrowing Base (subject to the Agent’s authority, in its sole discretion, to make Canadian Protective Advances and Canadian Overadvances pursuant to the terms of Section 2.04). Within the foregoing limits and subject to the terms and conditions set forth herein, a Canadian Borrower may borrow, prepay repay and reborrow Canadian Revolving Loans. On the Fourth Restatement Date, the Administrative Agent shall reallocate or terminate, as applicable, the commitments and loans outstanding under the Existing Credit Agreement in accordance with the Lenders’ respective Applicable Percentages and all loans outstanding as of the Fourth Restatement Date under the Existing Credit Agreement shall automatically and without further action by the parties hereto be deemed converted into Loans under this Agreement and shall be included in the calculations as of the Fourth Restatement Date of “Aggregate Revolving Exposure” and “Revolving Exposure.” All liabilities of the Loan Parties with respect to such Loans shall constitute Obligations and it is the intention of the Loan Parties that such Obligations shall continue to be secured by Collateral Documents.
Appears in 2 contracts
Sources: Credit Agreement (ATD Corp), Credit Agreement (American Tire Distributors Holdings, Inc.)
Revolving Commitments. (a) Subject to the terms and conditions set forth hereinhereof, each Revolving Lender severally agrees (ai) each U.S. Lender agrees to make U.S. revolving credit loans denominated in Dollars (“Dollar Revolving Loans Loans”) to the U.S. Borrowers and (ii) to make revolving credit loans denominated in dollars one or more Foreign Currencies (“Foreign Currency Revolving Loans”; together with the Dollar Revolving Loans, the “Revolving Loans”) to the Borrowers, in each case from time to time at such Borrower’s request during the Availability PeriodRevolving Commitment Period in an aggregate principal amount (based on, in the case of Foreign Currency Revolving Loans, the Dollar Equivalent of such Foreign Currency Revolving Loans) at any one time outstanding which, when added to such Lender’s Revolving Percentage of the sum of (i) the L/C Obligations with respect to Letters of Credit then outstanding and (ii) the aggregate principal amount of the Swingline Loans then outstanding does not exceed the amount of such Lender’s Revolving Commitment. During the Revolving Commitment Period each Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and (b) each Canadian Lender agrees to make Canadian reborrowing, all in accordance with the terms and conditions hereof. The Dollar Revolving Loans to the Canadian Borrowers denominated in either dollars or Canadian Dollars may from time to time during be Eurodollar Loans or ABR Loans, as determined by the Availability Periodapplicable Borrower and notified to the Administrative Agent in accordance with Sections 2.7 and/or 2.14. The Foreign Currency Revolving Loans shall be Eurodollar Loans.
(b) Each Borrower shall repay all outstanding Revolving Loans made to such Borrower on the Revolving Termination Date; provided, so long asfor the avoidance of doubt, that nothing in each case after giving effect thereto:
this Section 2.6(b) creates any obligation for (i) the U.S. Revolving Exposure, Canadian Revolving Exposure or Revolving Exposure any Foreign Subsidiary Borrower to repay any Obligation of any Lender would not exceed such ▇▇▇▇▇▇’s U.S. Commitment, Canadian Commitment Domestic Borrower or Revolving Commitment, as the case may be;
(ii) U.S. Availability would not be less than zero;
(iii) Canadian Availability would not be less than zero; and
(iv) Aggregate Availability would not be less than zero, subject any Domestic Borrower to the Administrative Agent’s authority, in its sole discretion, to make Protective Advances and Overadvances pursuant to the terms repay any Obligation of Section 2.04 and 2.05. Within the foregoing limits and subject to the terms and conditions set forth herein, each Borrower may borrow, prepay and reborrow Revolving Loans. On the Fourth Restatement Date, the Administrative Agent shall reallocate or terminate, as applicable, the commitments and loans outstanding under the Existing Credit Agreement in accordance with the Lenders’ respective Applicable Percentages and all loans outstanding as of the Fourth Restatement Date under the Existing Credit Agreement shall automatically and without further action by the parties hereto be deemed converted into Loans under this Agreement and shall be included in the calculations as of the Fourth Restatement Date of “Aggregate Revolving Exposure” and “Revolving Exposureany Foreign Subsidiary Borrower.” All liabilities of the Loan Parties with respect to such Loans shall constitute Obligations and it is the intention of the Loan Parties that such Obligations shall continue to be secured by Collateral Documents.
Appears in 2 contracts
Sources: Credit Agreement (Tenneco Inc), Credit Agreement (Tenneco Inc)
Revolving Commitments. (a) Subject to the terms and conditions set forth hereinhereof, (a) each U.S. Revolving Lender severally agrees to make U.S. revolving credit loans (“Revolving Loans Loans”) to the U.S. Revolving Borrowers denominated in dollars Dollars or in one or more Alternative Currencies from time to time on any Business Day during the Availability PeriodRevolving Commitment Period in an aggregate principal amount which, when added to such Lender’s Revolving Percentage of the sum of (i) the aggregate Outstanding Amount of L/C Obligations at such time and (ii) the aggregate Outstanding Amount of the Swingline Loans at such time, does not exceed the amount of such Lender’s Revolving Commitment. During the Revolving Commitment Period the Revolving Borrowers may use the Revolving Commitments by borrowing, repaying or prepaying the Revolving Loans in whole or in part, and (b) each Canadian Lender agrees to make Canadian reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans to the Canadian Borrowers (other than Revolving Loans denominated in either dollars Dollars or Canadian Dollars Sterling) may from time to time during the Availability Periodbe Eurocurrency Loans or, so long aswith respect to Revolving Loans denominated in Dollars, in each case after giving effect thereto:
(i) the U.S. Revolving Exposure, Canadian Revolving Exposure Term SOFR Loans or Revolving Exposure of any Lender would not exceed such ▇▇▇▇▇▇’s U.S. Commitment, Canadian Commitment or Revolving CommitmentABR Loans, as determined by the case may be;
(ii) U.S. Availability would not be less than zero;
(iii) Canadian Availability would not be less than zero; and
(iv) Aggregate Availability would not be less than zero, subject applicable Revolving Borrower and notified to the Administrative Agent’s authority, in its sole discretion, to make Protective Advances and Overadvances pursuant to the terms of Section 2.04 and 2.05. Within the foregoing limits and subject to the terms and conditions set forth herein, each Borrower may borrow, prepay and reborrow Revolving Loans. On the Fourth Restatement Date, the Administrative Agent shall reallocate or terminate, as applicable, the commitments and loans outstanding under the Existing Credit Agreement in accordance with the Lenders’ respective Applicable Percentages Sections 2.5 and all loans outstanding as of the Fourth Restatement Date under the Existing Credit Agreement shall automatically and without further action by the parties hereto be deemed converted into 2.12. Revolving Loans under this Agreement and denominated in Sterling shall be included in Sterling Daily Rate Loans.
(b) The Revolving Borrowers shall repay all outstanding Revolving Loans on the calculations as Revolving Termination Date, together with accrued and unpaid interest on the Revolving Loans, to but excluding the date of the Fourth Restatement Date of “Aggregate Revolving Exposure” and “Revolving Exposurepayment.” All liabilities of the Loan Parties with respect to such Loans shall constitute Obligations and it is the intention of the Loan Parties that such Obligations shall continue to be secured by Collateral Documents.
Appears in 2 contracts
Sources: Credit Agreement (Clarivate PLC), Credit Agreement (Clarivate PLC)
Revolving Commitments. (a) Subject to the terms and conditions set forth herein, (a) each U.S. Revolving Lender agrees agrees, severally and not jointly, to make U.S. Revolving Loans to the U.S. Borrowers denominated in dollars from time to time during the Availability Period, and (b) each Canadian Lender agrees to make Canadian Revolving Loans to the Canadian Borrowers denominated Period in either dollars or Canadian Dollars from time to time during the Availability Period, so long as, an aggregate principal amount that will not result in each case after giving effect thereto:
(i) the such U.S. Revolving Exposure, Canadian Lender’s U.S. Revolving Exposure or exceeding such U.S. Revolving Exposure of any Lender would not exceed such ▇▇▇▇▇▇Lender’s U.S. Commitment, Canadian Commitment or Revolving Commitment, as the case may be;
or (ii) the total U.S. Availability would not be less than zero;
Revolving Exposures exceeding the lesser of (iiix) Canadian Availability would not be less than zero; and
the sum of the total U.S. Revolving Commitments and (ivy) Aggregate Availability would not be less than zero, the U.S. Borrowing Base (subject to the Administrative Agent’s authority, in its sole discretion, to make U.S. Protective Advances and U.S. Overadvances pursuant to the terms of Section 2.04 2.04); provided that, during the Tranche B Period, such U.S. Revolving Loans shall not be made unless, after giving effect to any Tranche B Loans being made on such date, the sum of the Tranche B Exposure is at least equal to the lesser of (x) the sum of the total Tranche B Commitments and 2.05(y) the Tranche B Borrowing Base. Within the foregoing limits and subject to the terms and conditions set forth herein, the U.S. Borrowers may borrow, repay and reborrow U.S. Revolving Loans.
(b) Subject to the terms and conditions set forth herein, each Canadian Revolving Lender agrees, severally and not jointly, to make Canadian Revolving Loans to a Canadian Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Canadian Revolving Lender’s Canadian Revolving Exposure exceeding such Canadian Revolving Lender’s Canadian Revolving Commitment, or (ii) the total Canadian Revolving Exposures exceeding the lesser of (x) the sum of the total Canadian Revolving Commitments and (y) the Canadian Borrowing Base (subject to the Agent’s authority, in its sole discretion, to make Canadian Protective Advances and Canadian Overadvances pursuant to the terms of Section 2.04); provided that, during the Tranche C Period, such Canadian Revolving Loans shall not be made unless, after giving effect to any Tranche C Loans being made on such date, the sum of the Tranche C Exposure is at least equal to the lesser of (x) the sum of the total Tranche C Commitments and (y) the Tranche C Borrowing Base. Within the foregoing limits and subject to the terms and conditions set forth herein, a Canadian Borrower may borrow, prepay repay and reborrow Canadian Revolving Loans.
(c) Subject to the terms and conditions set forth herein, each Tranche B Lender agrees, severally and not jointly, to make Tranche B Loans to the U.S. Borrowers from time to time during the Tranche B Period in an aggregate principal amount that will not result in (i) such Tranche B Lender’s Tranche B Exposure exceeding such Tranche B Lender’s Tranche B Commitment, or (ii) the total Tranche B Exposures exceeding the lesser of (x) the sum of the total Tranche B Commitments and (y) the Tranche B Borrowing Base. On Within the Fourth Restatement Dateforegoing limits and subject to the terms and conditions set forth herein, the Administrative Agent shall reallocate U.S. Borrowers may borrow, repay and reborrow Tranche B Loans.
(d) Subject to the terms and conditions set forth herein, each Tranche C Lender agrees, severally and not jointly, to make Tranche C Loans to a Canadian Borrower from time to time during the Tranche C Period in an aggregate principal amount that will not result in (i) such Tranche C Lender’s Tranche C Exposure exceeding such Tranche C Lender’s Tranche C Commitment, or terminate, as applicable, (ii) the commitments and loans outstanding under total Tranche C Exposures exceeding the Existing Credit Agreement in accordance with lesser of (x) the Lenders’ respective Applicable Percentages and all loans outstanding as sum of the Fourth Restatement Date under total Tranche C Commitments and (y) the Existing Credit Agreement shall automatically Tranche C Borrowing Base. Within the foregoing limits and without further action by subject to the parties hereto be deemed converted into Loans under this Agreement terms and shall be included in the calculations as of the Fourth Restatement Date of “Aggregate Revolving Exposure” conditions set forth herein, a Canadian Borrower may borrow, repay and “Revolving Exposurereborrow Tranche C Loans.” All liabilities of the Loan Parties with respect to such Loans shall constitute Obligations and it is the intention of the Loan Parties that such Obligations shall continue to be secured by Collateral Documents.
Appears in 2 contracts
Sources: Credit Agreement (ATD Corp), Credit Agreement (ATD Corp)
Revolving Commitments. Subject to the terms and conditions set forth herein, each (ai) each U.S. US Revolving Lender severally agrees to make U.S. revolving credit loans (“US Revolving Loans Loans”) denominated in Dollars to the U.S. Borrowers denominated in dollars Company from time to time during the Revolver Availability PeriodPeriod in an aggregate principal amount at one time outstanding which, and (b) each Canadian Lender agrees when added to make Canadian such ▇▇▇▇▇▇’s US Revolving Loans to Percentage of the Canadian Borrowers denominated in either dollars or Canadian Dollars from time to time during the Availability PeriodL/C Obligations then outstanding, so long as, in each case after giving effect thereto:
(i) the U.S. Revolving Exposure, Canadian Revolving Exposure or Revolving Exposure of any Lender would does not exceed such ▇▇▇▇▇▇’s U.S. Commitment, Canadian US Revolving Commitment or Revolving Commitment, as the case may be;
and (ii) U.S. Availability would not be less than zero;
each Multicurrency Revolving Lender severally agrees to make revolving credit loans (iii“Multicurrency Revolving Loans” and together with the US Revolving Loans, “Revolving Loans”) Canadian Availability would not be less than zero; and
(iv) Aggregate Availability would not be less than zero, subject denominated in a Multicurrency to the Administrative AgentCompany and the Foreign Subsidiary Borrowers, from time to time during the Revolver Availability Period in an aggregate principal amount (including the Dollar Equivalent of the aggregate principal amount of any such Multicurrency Revolving Loans denominated in a Multicurrency other than Dollars) at any one time outstanding which does not exceed such Lender’s authority, in its sole discretion, to make Protective Advances and Overadvances pursuant to Multicurrency Revolving Commitment; provided that the terms aggregate principal amount of Section 2.04 and 2.05US Revolving Loans plus the aggregate principal amount of L/C Obligations plus the aggregate principal amount of Multicurrency Revolving Loans shall not exceed the Revolving Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, each a Borrower may borrow, prepay and reborrow Revolving Loans. On The Loans denominated in Dollars may from time to time be Eurocurrency Loans or ABR Loans, as determined by the Fourth Restatement Date, Company and notified to the Administrative Agent shall reallocate or terminate, as applicable, the commitments and loans outstanding under the Existing Credit Agreement in accordance with the Lenders’ respective Applicable Percentages and all loans outstanding as of the Fourth Restatement Date under the Existing Credit Agreement shall automatically and without further action by the parties hereto be deemed converted into Section 2.05, subject to Section 2.11. The Multicurrency Revolving Loans under this Agreement and denominated in any Multicurrency other than Dollars shall be included Eurocurrency Loans in the calculations as of the Fourth Restatement Date of “Aggregate Revolving Exposure” and “Revolving Exposureaccordance with Section 2.05.” All liabilities of the Loan Parties with respect to such Loans shall constitute Obligations and it is the intention of the Loan Parties that such Obligations shall continue to be secured by Collateral Documents.
Appears in 2 contracts
Sources: Credit Agreement (Corelogic, Inc.), Credit Agreement (Corelogic, Inc.)
Revolving Commitments. (a) Subject to the terms and conditions set forth hereinhereof, (ai) (x) each U.S. Tranche 1 Revolving Lender separately agrees to make U.S. revolving credit loans denominated in US Dollars to any Borrower (such loans, the “US Revolving Loans”), (y) each Tranche 1 Revolving Lender separately agrees to make revolving credit loans denominated in Canadian Dollars, and extend credit by way of Bankers’ Acceptances, to any Borrower (such loans and acceptance of Bankers’ Acceptances, the “Canadian Revolving Loans”) and (z) each Tranche 1 Revolving Lender separately agrees to make revolving credit loans denominated in Euros to any Borrower (such loans, the “Euro Revolving Loans” and, together with the US Revolving Loans to and the U.S. Borrowers denominated in dollars Canadian Revolving Loans, the “Revolving Loans”) from time to time during the Availability PeriodRevolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Tranche 1 Revolving Percentage of the sum of (A) the L/C Obligations then outstanding and (bB) the aggregate principal amount of the Swingline Loans then outstanding, does not exceed the amount of such Lender’s Tranche 1 Revolving Commitment; provided, that (1) the Tranche 1 Revolving Lenders shall have no obligation to make any Canadian Revolving Loans if, after giving effect thereto, the aggregate amount of the Canadian Revolving Loans then outstanding and the L/C Obligations and the Swingline Loans denominated in Canadian Dollars then outstanding would exceed the Canadian Dollar Equivalent of US$150,000,000 and (2) the Tranche 1 Revolving Lenders shall have no obligation to make any Euro Revolving Loans if, after giving effect thereto, the aggregate amount of the Euro Revolving Loans then outstanding and the L/C Obligations denominated in Euros then outstanding would exceed the Euro Equivalent of US$200,000,000; and (ii) each Canadian Tranche 2 Revolving Lender agrees to make Canadian US Revolving Loans to the Canadian Borrowers denominated in either dollars or Canadian Dollars from time to time during the Availability Period, so long as, Revolving Commitment Period in each case after giving effect thereto:
(i) the U.S. Revolving Exposure, Canadian Revolving Exposure or Revolving Exposure of an aggregate principal amount at any Lender would one time outstanding which does not exceed the amount of such ▇▇▇▇▇▇Lender’s U.S. Commitment, Canadian Commitment or Revolving Commitment, as the case may be;
(ii) U.S. Availability would not be less than zero;
(iii) Canadian Availability would not be less than zero; and
(iv) Aggregate Availability would not be less than zero, subject to the Administrative Agent’s authority, in its sole discretion, to make Protective Advances and Overadvances pursuant to the terms of Section 2.04 and 2.05. Within the foregoing limits and subject to the terms and conditions set forth herein, each Borrower may borrow, prepay and reborrow Revolving Loans. On the Fourth Restatement Date, the Administrative Agent shall reallocate or terminate, as applicable, the commitments and loans outstanding under the Existing Credit Agreement in accordance with the Lenders’ respective Applicable Percentages and all loans outstanding as of the Fourth Restatement Date under the Existing Credit Agreement shall automatically and without further action by the parties hereto be deemed converted into Loans under this Agreement and shall be included in the calculations as of the Fourth Restatement Date of “Aggregate Revolving Exposure” and “Revolving Exposure.” All liabilities of the Loan Parties with respect to such Loans shall constitute Obligations and it is the intention of the Loan Parties that such Obligations shall continue to be secured by Collateral Documents.Tranche 2
Appears in 2 contracts
Sources: Credit Agreement (Domtar CORP), Credit Agreement (Domtar CORP)
Revolving Commitments. (a) Subject to the terms and conditions set forth hereinhereof, (ax) each U.S. Revolving Lender separately agrees to make U.S. Revolving Loans revolving credit loans denominated in US Dollars to the U.S. Borrowers Parent Borrower and the Subsidiary Borrower (such loans, the “US Revolving Loans”) and (y) each Revolving Lender separately agrees to make revolving credit loans denominated in dollars US Dollars or Canadian Dollars, and extend credit by way of Bankers’ Acceptances, to the Canadian Borrower (such loans and acceptance of Bankers’ Acceptances, the “Canadian Revolving Loans” and, together with the US Revolving Loans, the “Revolving Loans”) from time to time during the Availability PeriodRevolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Revolving Percentage of the sum of (i) the L/C Obligations then outstanding and (bii) each Canadian Lender agrees the aggregate principal amount of the Swingline Loans then outstanding, does not exceed the amount of such Lender’s Revolving Commitment; provided, that the Revolving Lenders shall have no obligation to make any Canadian Revolving Loans to if, after giving effect thereto, the aggregate amount of the Canadian Borrowers denominated Revolving Loans then outstanding and the L/C Obligations and the Swingline Loans of the Canadian Borrower then outstanding would exceed US$150,000,000. During the Revolving Commitment Period, each Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in either dollars whole or in part, and reborrowing (including, in the case of Canadian Dollars Revolving Loans, by requesting the Revolving Lenders to accept and purchase Bankers’ Acceptances), all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time during be (1) Eurodollar Loans, in the Availability Periodcase of Revolving Loans denominated in US Dollars, so long as(2) ABR Loans in the case of US Revolving Loans, (3) US Base Rate Loans in the case of Canadian Revolving Loans denominated in US Dollars, (4) Canadian Prime Rate Loans, in the case of Canadian Revolving Loans denominated in Canadian Dollars, or (5) Bankers’ Acceptances, in the case of Canadian Revolving Loans denominated in Canadian Dollars, in each case after giving effect thereto:as determined by the relevant Borrower and notified to the Administrative Agent in accordance with Sections 2.5, 2.6 and 2.14.
(ib) the U.S. Each Borrower shall repay all its outstanding Revolving Exposure, Loans in US Dollars or Canadian Revolving Exposure or Revolving Exposure of any Lender would not exceed such ▇▇▇▇▇▇’s U.S. Commitment, Canadian Commitment or Revolving CommitmentDollars, as the case may be;
(ii) U.S. Availability would , on the Termination Date; provided that any Canadian Revolving Loans designated as a Short Term Borrowing shall be repaid on the Short Term Borrowing Maturity Date therefor, may not be less than zero;
(iii) Canadian Availability would not be less than zero; and
(iv) Aggregate Availability would not be less than zero, subject continued or converted pursuant to Section 2.14 to the Administrative Agent’s authority, in its sole discretion, extent such continuation or conversion would cause the maturity date of such Canadian Revolving Loan to make Protective Advances extend beyond the Short Term Borrowing Maturity Date therefor and Overadvances pursuant to the terms of Section 2.04 and 2.05. Within the foregoing limits and subject to the terms and conditions set forth herein, each Borrower may borrow, prepay and reborrow Revolving Loans. On the Fourth Restatement Date, the Administrative Agent shall reallocate or terminate, as applicable, the commitments and loans outstanding under the Existing Credit Agreement in accordance not otherwise be refinanced with the Lenders’ respective Applicable Percentages and all loans outstanding as proceeds of a borrowing hereunder (it being expressly understood that repayment of a Short Term Borrowing shall not reduce the Fourth Restatement Date under the Existing Credit Agreement shall automatically and without further action by the parties hereto be deemed converted into Loans under this Agreement and shall be included in the calculations as of the Fourth Restatement Date of “Aggregate Revolving Exposure” and “Revolving ExposureCommitments).” All liabilities of the Loan Parties with respect to such Loans shall constitute Obligations and it is the intention of the Loan Parties that such Obligations shall continue to be secured by Collateral Documents.
Appears in 2 contracts
Sources: Credit Agreement (Domtar CORP), Credit Agreement (Domtar CORP)
Revolving Commitments. (a) Subject to the terms and conditions set forth hereinhereof, (a) each Lender with a U.S. Lender Facility Revolving Commitment severally agrees to make U.S. Revolving Loans to the U.S. Borrowers denominated in dollars (on a joint and several basis as between the U.S. Borrowers), at any time and from time to time during the Availability ABLapplicable Revolving Commitment Period, a revolving credit loan or revolving credit loans (each a “U.S. Facility Revolving Credit Loan” and, collectively, the “U.S. Facility Revolving Credit Loans”) in an aggregate principal amount equal to such U.S. Facility Revolving Lender’s U.S. Facility Revolving Commitment provided that no U.S. Facility Revolving Lender shall have any obligations to make a U.S. Facility Revolving Credit Loan to the extent that such U.S. Facility Revolving Credit Loan would result in (A) the U.S. Facility Revolving Lender Exposure of such U.S. Facility Revolving Lender exceeding its U.S. Facility Revolving Commitment or (B) the sum of the Aggregate U.S. Borrower Revolving Extensions and the aggregate outstanding principal amount of the Term Loans exceeding the U.S. Borrowing Base. Such U.S. Facility Revolving Credit Loans shall be made in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR Loans or (iii) a combination thereof, as determined by the Borrowers and notified to the Administrative Agent in accordance with subsections 2.2 and 4.2; provided that no Revolving Credit Loan shall be made as a Eurocurrency Loan after the day that is one month prior to the Revolving Facility Maturity Date. applicable thereto.
(b) Subject to the terms and conditions hereof, each Canadian Facility Lender severally agrees to make to (i) each of the Canadian Revolving Loans Borrowers (on a joint and several basis as between the Canadian Borrowers with respect to such revolving credit loans made to the Canadian Borrowers) and (ii) the U.S. Borrowers denominated in either dollars or Canadian Dollars (on a joint and several basis as between the U.S. Borrowers with respect to such revolving credit loans made to the U.S. Borrowers), at any time and from time to time during the Availability ABLapplicable Revolving Commitment Period, so long asa revolving credit loan or revolving credit loans (each a “Canadian Facility Revolving Credit Loan” and, collectively, the “Canadian Facility Revolving Credit Loans”) in each an aggregate principal amount equal to such Canadian Facility Lender’s Canadian Facility Revolving Commitment provided that no Canadian Facility Lender shall have any obligation to make a Canadian Facility Revolving Credit Loan to the extent that such Canadian Facility Revolving Credit Loan would result in (A) the Canadian Facility Lender Exposure of such Canadian Facility Lender exceeding its Canadian Facility Revolving Commitment, (B) the Aggregate Canadian Borrower Extensions exceeding the Canadian Borrowing Base, or (C) the sum of the Aggregate U.S. Borrower Revolving Extensions and the outstanding principal amount of the Term Loans exceeding the U.S. Borrowing Base. Such Canadian Facility Revolving Credit Loans shall be in the case after giving effect thereto:
of Loans made to the Canadian Borrowers, denominated in Dollars or in Canadian Dollars and in the case of Loans made to the U.S. Borrowers, denominated in Dollars and may from time to time be (x) in the case of the Canadian Facility Revolving Credit Loans denominated in Canadian Dollars, (i) ABR Loans, (ii) Bankers’ Acceptances or (iii) BA Equivalent Loans and (y) in the case of the Canadian Facility Revolving Credit Loans denominated in Dollars, (i) ABR Loans, (ii) Eurocurrency Loans or (iii) a combination thereof, as determined by the Canadian Borrowers and notified to the Administrative Agent and Canadian Agent in accordance with subsections 2.2 and 4.2; provided that no Revolving Credit Loan shall be made as a Eurocurrency Loan after the day that is one month prior to the Revolving Facility Maturity Date. applicable thereto.
(c) Notwithstanding anything to the contrary in subsections 2.1(a) or (b) or elsewhere in this Agreement, the Administrative Agent and the Canadian Agent, as applicable, shall have the right to establish Availability Reserves in such amounts, and with respect to such matters, as the Administrative Agent and the Canadian Agent, as applicable, in their Permitted Discretion shall deem necessary or appropriate, against the U.S. Revolving ExposureBorrowing Base and/or the Canadian Borrowing Base, as applicable, including reserves with respect to (i) sums that the respective Borrowers are or will be required to pay (such as taxes (including payroll and sales taxes), assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and have not yet paid and (ii) amounts owing by the respective Borrowers or, without duplication, their respective Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral, which Lien or trust, in the Permitted Discretion of the Administrative Agent or the Canadian Revolving Exposure Agent is capable of ranking senior in priority to or Revolving Exposure pari passu with one or more of the Liens granted in the Security Documents (such as Canadian Priority Payables, Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral; provided that the Administrative Agent shall have provided the Borrower Representative at least ten Business Days’ prior written notice of any Lender would such establishment; provided, further, that such Agent may only establish an Availability Reserve after the date hereof based on an event, condition or other circumstance arising after the Closing Date or based on facts not exceed known to such ▇▇▇▇▇▇’s U.S. CommitmentAgent as of the Closing Date. The amount of any Availability Reserve established by such Agent shall have a reasonable relationship to the event, Canadian Commitment condition or Revolving Commitmentother matter that is the basis for the Availability Reserve. Upon delivery of such notice, such Agent shall be available to discuss the proposed Availability Reserve, and the applicable Borrower may take such action as may be required so that the event, condition or matter that is the basis for such Availability Reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to applicable Agent in the exercise of its Permitted Discretion. In no event shall such notice and opportunity limit the right of the applicable Agent to establish such Availability Reserve, unless such Agent shall have determined in its Permitted Discretion that the event, condition or other matter that is the basis for such new Availability Reserve no longer exists or has otherwise been adequately addressed by the applicable Borrower. Notwithstanding anything herein to the contrary, Availability Reserves shall not duplicate eligibility criteria contained in the definition of “Eligible Accounts,” or “Eligible Inventory,” as the case may be;, and vice versa, or reserves or criteria deducted in computing the net book value of Eligible Inventory or the Net Orderly Liquidation Value of Eligible Inventory and vice versa. In addition to the foregoing, the Administrative Agent and the Canadian Agent shall have the right, subject to subsection 7.6, to have the Loan Parties’ Inventory reappraised by a qualified appraisal company selected by the Administrative Agent or the Canadian Agent from time to time after the Closing Date for the purpose of redetermining the Net Orderly Liquidation Value of the Eligible Inventory and, as a result, redetermining the U.S. Borrowing Base or the Canadian Borrowing Base.
(d) In the event the U.S. Borrowers are or the Canadian Borrowers are, as applicable, unable to comply with (i) the borrowing base limitations set forth in subsections 2.1(a), or (ii) the conditions precedent to the making of Loans or the issuance of Letters of Credit set forth in Section 6, (x) the U.S. Availability would not Facility Revolving Lenders authorize the Administrative Agent, for the account of the U.S. Facility Revolving Lenders, to make U.S. Facility Revolving Credit Loans to the U.S. Borrowers and (y) the Canadian Facility Lenders authorize the Canadian Agent, for the account of the Canadian Facility Lenders, to make Canadian Facility Revolving Credit Loans to the Canadian Borrowers, which, in each case, may only be less than zero;
made as ABR Loans (each, an “Agent Advance”) for a period commencing on the date the Administrative Agent first receives a notice of Borrowing requesting an Agent Advance until the earliest of (i) the 30th Business Day after such date, (ii) the date the respective Borrowers or Borrower is again able to comply with the limitations in the Borrowing Base and the conditions precedent to the making of Loans and issuance of Letters of Credit, or obtains an amendment or waiver with respect thereto and (iii) the date the Required Lenders instruct the Administrative Agent and the Canadian Availability Agent to cease making Agent Advances (in each case, the “Agent Advance Period”). Neither the Administrative Agent nor the Canadian Agent shall make any Agent Advance (A) in the case of Agent Advances made to the Canadian Borrowers, (I) to the extent that at such time the amount of such Agent Advance, when added to the aggregate outstanding amount of all other Agent Advances made to the Canadian Borrowers at such time, would not be less than zero; and
exceed 5.0% of the Canadian Borrowing Base as then in effect (ivbased on the Borrowing Base Certificate last delivered) or (II) to the extent that at such time the amount of such Agent Advance when added to the Aggregate Availability Canadian Facility Lender Exposure as then in effect (immediately prior to the incurrence of such Agent Advance), would not be less than zeroexceed the Total Canadian Facility Revolving Commitment at such time, or (B) in the case of Agent Advances made to the U.S. Borrowers, (I) when added to the aggregate outstanding amount of all other Agent Advances made to the U.S. Borrowers at such time, would exceed 5.0% of the U.S. Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) or (II) to the extent that at such time the amount of such Agent Advance when added to the Aggregate U.S. Facility Revolving Lender Exposure as then in effect (immediately prior to the incurrence of such Agent Advance), would exceed the Total U.S. Facility Revolving Commitment at such time or (III) to the extent that at such time the amount of such Agent Advance when added to the Aggregate Canadian Facility Lender Exposure as then in effect (immediately prior to such Agent Advance) would exceed the sum of (1) the Canadian Borrowing Base at such time plus (2) the U.S. Borrowing Base at such time (in each case, based on the Borrowing Base Certificate last delivered). It is understood and agreed that, subject to the requirements set forth above, Agent Advances may be made by the Administrative Agent’s authorityAgent or the Canadian Agent in their respective discretion to the extent the Administrative Agent or the Canadian Agent deems such Agent Advances necessary or desirable (x) to preserve and protect the applicable Collateral, in its sole discretionor any portion thereof, (y) to make Protective Advances enhance the likelihood of, or maximize the amount of, repayment of the Loans and Overadvances other obligations of the Loan Parties hereunder and under the other Loan Documents or (z) to pay any other amount chargeable to or required to be paid by the Borrowers pursuant to the terms of Section 2.04 any Loan Document, including payments of reimbursable expenses and 2.05other sums payable under the Loan Documents, and that the Borrowers shall have no right to require that any Agent Advances be made. Within At any time that the foregoing limits and subject to the terms and conditions precedent set forth hereinin subsection 6.2 have been satisfied or waived, the Administrative Agent may request the applicable Lenders to make a Loan to repay an Agent Advance. At any other time, the Administrative Agent may require the applicable Lenders to fund their risk participations described in subsection 2.1(e) below.
(e) Upon the making of an Agent Advance by the Administrative Agent (whether before or after the occurrence of a Default or an Event of Default), each Borrower may borrowU.S. Facility Revolving Lender shall be deemed, prepay without further action by any party hereto, unconditionally and reborrow irrevocably to have purchased from the Administrative Agent, without recourse or warranty, an undivided interest and participation in such Agent Advance in proportion to its U.S. Facility Revolving LoansCommitment Percentage. On From and after the Fourth Restatement Datedate, if any, on which any U.S. Facility Revolving Lender is required to fund its participation in any Agent Advance purchased hereunder, the Administrative Agent shall reallocate or terminatepromptly distribute to such U.S. Facility Revolving Lender, as applicable, the commitments its U.S. Facility Revolving Commitment Percentage of all payments of principal and loans outstanding under the Existing Credit Agreement in accordance with the Lenders’ respective Applicable Percentages interest and all loans outstanding as proceeds of Collateral received by the Fourth Restatement Date under Administrative Agent in respect of such Agent Advance.
(f) Upon the Existing Credit Agreement making of an Agent Advance by the Canadian Agent (whether before or after the occurrence of a Default or an Event of Default), each Canadian Facility Lender shall automatically and be deemed, without further action by any party hereto, unconditionally and irrevocably to have purchased from the parties hereto be deemed converted into Loans under this Agreement Canadian Agent, without recourse or warranty, an undivided interest and participation in such Agent Advance in proportion to its Canadian Facility Revolving Commitment Percentage. From and after the date, if any, on which any Canadian Facility Lender is required to fund its participation in any Agent Advance purchased hereunder, the Canadian Agent shall be included in the calculations as of the Fourth Restatement Date of “Aggregate Revolving Exposure” and “Revolving Exposure.” All liabilities of the Loan Parties with respect promptly distribute to such Loans shall constitute Obligations Canadian Facility Lender, its Canadian Facility Revolving Commitment Percentage of all payments of principal and it is interest and all proceeds of Collateral received by the intention Canadian Agent in respect of the Loan Parties that such Obligations shall continue to be secured by Collateral DocumentsAgent Advance.
Appears in 1 contract
Revolving Commitments. (a) Subject to the terms and conditions set forth hereinhereof, (a) each U.S. Revolving Lender severally agrees to make revolving credit loans (“U.S. Revolving Loans Loans”) in any Approved Currency to the U.S. Borrowers denominated in dollars from time to time during the Availability PeriodU.S. Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such U.S. Lender’s U.S. Revolving Percentage of the sum of (i) the U.S. L/C Obligations then outstanding and (ii) the aggregate principal amount of the U.S. Swingline Loans then outstanding, does not exceed the amount of such U.S. Lender’s Revolving Commitment. During the U.S. Revolving Commitment Period the U.S. Borrowers may use the U.S. Revolving Commitments by borrowing, prepaying the U.S. Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The U.S. Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Parent Borrower and notified to the Administrative Agent in accordance with Sections 2.4 and 2.10.
(b) each The U.S. Borrowers shall repay all outstanding U.S. Revolving Loans on the Revolving Termination Date in the Approved Currency in which such Loan is denominated.
(c) Subject to the terms and conditions hereof and in the Canadian Lender agrees Loan Documents, the Canadian Lenders agree to make Canadian Revolving Loans revolving credit loans to, and to accept Drafts from, the Canadian Borrowers denominated in either dollars or Borrower (such loans and acceptances of Drafts, the “Canadian Dollars Loans”) from time to time during the Availability PeriodCanadian Commitment Period in an aggregate principal amount at any one time outstanding which, so long as, when added to the Canadian L/C Obligations then outstanding does not exceed the Canadian Commitments then in each case after giving effect thereto:effect.
(d) The Canadian Loans shall be denominated in C$ and may from time to time be (i) the U.S. Revolving ExposureC$ Prime Loans, Canadian Revolving Exposure or Revolving Exposure of any Lender would not exceed such ▇▇▇▇▇▇’s U.S. Commitment, Canadian Commitment or Revolving Commitment, as the case may be;
(ii) U.S. Availability would not be less than zero;
Bankers’ Acceptances or B/A Equivalent Loans or (iii) a combination thereof, as determined by the Canadian Availability would not be less than zero; and
(iv) Aggregate Availability would not be less than zero, subject Borrower and notified to the Administrative Agent’s authority, in its sole discretion, to make Protective Advances and Overadvances pursuant to the terms of Section 2.04 and 2.05. Within the foregoing limits and subject to the terms and conditions set forth herein, each Borrower may borrow, prepay and reborrow Revolving Loans. On the Fourth Restatement Date, the Administrative Canadian Agent shall reallocate or terminate, as applicable, the commitments and loans outstanding under the Existing Credit Agreement in accordance with the Lenders’ respective Applicable Percentages provisions hereof and all loans outstanding as of the Fourth Restatement Date under the Existing Credit Agreement shall automatically Canadian Loan Documents.
(e) C$ Prime Loans may be borrowed, repaid without premium or penalty and without further action reborrowed from time to time by the parties hereto be deemed converted into Loans under this Agreement Canadian Borrower during the Canadian Commitment Period in accordance with the provisions hereof and shall be included in the calculations as of the Fourth Restatement Date of “Aggregate Revolving Exposure” and “Revolving Exposure.” All liabilities of the Canadian Loan Parties with respect to such Loans shall constitute Obligations and it is the intention of the Loan Parties that such Obligations shall continue to be secured by Collateral Documents.
(f) The Canadian Borrower shall repay all outstanding Canadian Loans on the Revolving Termination Date.
Appears in 1 contract
Revolving Commitments. (a) Subject to the terms and conditions set forth herein, (a) each U.S. Revolving Lender agrees agrees, severally and not jointly, from time to time on any Business Day during the applicable Revolving Commitment Period, to make U.S. %4. Revolving Loans to the U.S. Borrowers US Borrower denominated in dollars from time to time during the Availability Period, and (b) each Canadian Lender agrees to make Canadian Dollars or Euros; %4. Revolving Loans to the Canadian Borrowers Borrower denominated in either dollars Dollars or Canadian Dollars from time Dollars; and %4. Revolving Loans to time during the Availability PeriodUK Borrower denominated in Dollars, so long asSterling or Euros; provided that, in each case after giving effect thereto:
(i) to any such Borrowing of Revolving Loans, %5. the U.S. Total Revolving Exposure, Exposure at such time shall not exceed the Total Revolving Commitments then in effect; %5. no Revolving Lender’s Revolving Exposure at such time shall exceed such Revolving Lender’s Revolving Commitment then in effect; %5. the Total Canadian Revolving Exposure or at such time shall not exceed $40,000,000; and %5. the Total UK Revolving Exposure of any Lender would at such time shall not exceed $10,000,000; provided, further, that no Revolving Loans shall be made to the Canadian Borrower or the UK Borrower until the consent of the Minister of Northern Development and Mines to the Goderich Mine Mortgage has been received by the Administrative Agent and such ▇▇▇▇▇▇’s U.S. CommitmentGoderich Mine Mortgage creates a legal, Canadian Commitment or Revolving Commitmentvalid, as binding and enforceable first-priority Lien on the case may be;
(ii) U.S. Availability would not be less than zero;
(iii) Canadian Availability would not be less than zero; and
(iv) Aggregate Availability would not be less than zero, subject to Goderich Mine in favor of the Administrative Agent’s authority, in its sole discretionfor the benefit of the Secured Parties, subject only to make Protective Advances and Overadvances pursuant to the terms of Section 2.04 and 2.05Permitted Liens. Within the foregoing limits and subject to the terms and conditions set forth herein, each amounts borrowed pursuant to this Section 2.04 may be repaid and reborrowed during the Revolving Commitment Period.
(b) Each Borrower may borrowshall repay to the applicable Revolving Lenders on the applicable Revolving Termination Date the aggregate principal amount of the applicable Revolving Loans that were made to such Borrower and are outstanding on such date.
(c) For the avoidance of doubt, prepay any Revolving Loans and reborrow Revolving Loans. On the Fourth Restatement Date, the Administrative Agent shall reallocate or terminate, as applicable, the commitments and loans Letters of Credit outstanding under the Existing Credit Agreement immediately prior to the Restatement Effective Date, and all Revolving Loans deemed to have been made in accordance with the Lenders’ respective Applicable Percentages and all loans outstanding as Section 3 of the Fourth Restatement Date under Agreement, shall, subject to the Existing Credit Agreement shall automatically and without further action by the parties hereto be deemed converted into Loans under this Agreement and shall be included in the calculations as terms of the Fourth Restatement Date of “Aggregate Revolving Exposure” and “Revolving Exposure.” All liabilities of the Loan Parties with respect to such Loans shall constitute Obligations and it is the intention of the Loan Parties that such Obligations shall Agreement, continue to be secured by Collateral Documentsoutstanding hereunder on the Restatement Effective Date subject to the terms and conditions set forth herein.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Compass Minerals International Inc)
Revolving Commitments. (a) Subject to the terms and conditions set forth hereinhereof, (a) each U.S. Revolving Lender severally agrees to make revolving credit loans in Dollars (“U.S. Revolving Loans Loans”) to the U.S. Borrowers denominated in dollars Borrower from time to time during the Availability PeriodRevolving Commitment Period for the U.S. Revolving Facility in an aggregate principal amount at any one time outstanding which, when added to such Lender’s U.S. Revolving Credit Percentage of the U.S. L/C Obligations then outstanding, does not exceed the amount of such Lender’s U.S. Revolving Commitment then in effect. During the Revolving Commitment Period for the U.S. Revolving Facility the U.S. Borrower may use the U.S. Revolving Commitments by borrowing, prepaying and reborrowing the U.S. Revolving Loans in whole or in part, all in accordance with the terms and conditions hereof. The U.S. Revolving Loans may be made only in Dollars and may from time to time be EurodollarTerm SOFR Rate Loans or Base Rate Loans, as determined by the U.S. Borrower and notified to the Administrative Agent in accordance with Sections 3.2 and 4.3; provided that no U.S. Revolving Loan shall be made as a EurodollarTerm SOFR Rate Loan after the day that is one month prior to the Revolving Termination Date for any then outstanding U.S. Revolving Commitments under the U.S. Revolving Facility.
(b) Subject to the terms and conditions hereof, each Canadian Revolving Lender severally agrees to make revolving credit loans in Dollars or Canadian Dollars (“Canadian Revolving Loans Loans”), as specified by the Canadian Borrower or the U.S. Borrower, to the Canadian Borrowers denominated in either dollars Borrower or Canadian Dollars the U.S. Borrower, respectively, from time to time during the Availability Period, so long as, in each case after giving effect thereto:
(i) Revolving Commitment Period for the U.S. Revolving Exposure, Canadian Revolving Exposure or Revolving Exposure of Facility in an aggregate principal amount at any Lender would not exceed one time outstanding which, when added to such ▇▇▇▇▇▇’s U.S. CommitmentCanadian Revolving Credit Percentage of the Canadian L/C Obligations then outstanding, does not exceed the amount of such ▇▇▇▇▇▇’s Canadian Revolving Commitment or Revolving Commitment, as then in effect (provided that in the case of any Canadian Revolving Extensions of Credit made in Canadian Dollars, such amounts shall be valued at the Dollar Equivalent of such Canadian Dollars as of the relevant date of determination). During the Revolving Commitment Period for the Canadian Revolving Facility the Canadian Borrower and the U.S. Borrower may be;
(ii) U.S. Availability would not be less than zero;
(iii) use the Canadian Availability would not be less than zero; and
(iv) Aggregate Availability would not be less than zeroRevolving Commitments by borrowing, subject to prepaying and reborrowing the Administrative Agent’s authorityCanadian Revolving Loans in whole or in part, all in its sole discretion, to make Protective Advances and Overadvances pursuant to the terms of Section 2.04 and 2.05. Within the foregoing limits and subject to accordance with the terms and conditions set forth hereinhereof. The Canadian Revolving Loans may be made from time to time by way of (i) BACDOR Rate Loans or Canadian Prime Rate Loans, each in Canadian Dollars only or (ii) EurodollarTerm SOFR Rate Loans or Base Rate Loans, in Dollars only, as determined by the Canadian Borrower may borrow, prepay or the U.S. Borrower and reborrow Revolving Loans. On the Fourth Restatement Date, notified to the Administrative Agent shall reallocate or terminate, as applicable, the commitments and loans outstanding under the Existing Credit Agreement in accordance with Sections 3.2 and 4.3; provided that no Canadian Revolving Loan shall be made as a BACDOR Rate Loan or a EurodollarTerm SOFR Rate Loan after the Lenders’ respective Applicable Percentages and all loans day that is one month prior to the Revolving Termination Date for any then outstanding as of the Fourth Restatement Date Canadian Revolving Commitments under the Existing Credit Agreement shall automatically and without further action by the parties hereto be deemed converted into Loans under this Agreement and shall be included in the calculations as of the Fourth Restatement Date of “Aggregate Canadian Revolving Exposure” and “Revolving ExposureFacility.” All liabilities of the Loan Parties with respect to such Loans shall constitute Obligations and it is the intention of the Loan Parties that such Obligations shall continue to be secured by Collateral Documents.
Appears in 1 contract
Sources: Credit Agreement (Cedar Fair L P)
Revolving Commitments. (a) Subject to the terms and conditions set forth hereinhereof, (a) each U.S. Lender severally agrees to make U.S. revolving credit loans (“Revolving Loans Loans”) to the U.S. Borrowers denominated in dollars Borrower from time to time during the Availability PeriodRevolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Revolving Percentage of the L/C Exposure then outstanding, does not exceed the amount of such Lender’s Revolving Commitment. During the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and (b) each Canadian Lender agrees to make Canadian reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans to the Canadian Borrowers denominated in either dollars or Canadian Dollars may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.6.
(b) At any time, the Borrower and any one or more Lenders (including New Lenders) may agree that such Lender(s) shall make, obtain or increase the amount of their Revolving Commitments by executing and delivering to the Administrative Agent an Increased Revolving Commitment Activation Notice specifying the amount of such increase and the applicable Increased Revolving Commitment Closing Date. Notwithstanding the foregoing, (i) the aggregate amount of incremental Revolving Commitments obtained pursuant to this Section 2.1(b) shall not exceed $200,000,000, (ii) incremental Revolving Commitments may not be made, obtained or increased after the occurrence and during the Availability Periodcontinuation of a Default or Event of Default, including after giving pro forma effect to the incremental Revolving Commitments in question and (iii) the increase effected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion.
(c) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent (which consent shall not be unreasonably withheld or delayed), elects to become a “Lender” under this Agreement in connection with an increase described in Section 2.1(b) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit D-1, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement.
(d) On each Increased Revolving Commitment Closing Date on which there are Revolving Loans outstanding, the New Lender(s) and/or Lender(s) that have increased their Revolving Commitments shall make Revolving Loans, the proceeds of which will be used to prepay such portions of the Revolving Loans of other Lenders, so long asthat, in each case after giving effect thereto:
(i) the U.S. Revolving Exposure, Canadian Revolving Exposure or Revolving Exposure of any Lender would not exceed such ▇▇▇▇▇▇’s U.S. Commitment, Canadian Commitment or Revolving Commitment, as the case may be;
(ii) U.S. Availability would not be less than zero;
(iii) Canadian Availability would not be less than zero; and
(iv) Aggregate Availability would not be less than zero, subject to the Administrative Agent’s authority, in its sole discretion, to make Protective Advances and Overadvances pursuant to the terms of Section 2.04 and 2.05. Within the foregoing limits and subject to the terms and conditions set forth herein, each Borrower may borrow, prepay and reborrow Revolving Loans. On the Fourth Restatement Date, the Administrative Agent shall reallocate or terminate, as applicable, resulting Revolving Loans outstanding are allocated among the commitments and loans outstanding under the Existing Credit Agreement Lenders in accordance with Section 2.11(a) based on the Lenders’ respective Applicable Revolving Percentages and all loans outstanding as of the Fourth Restatement Date under the Existing Credit Agreement shall automatically and without further action by the parties hereto be deemed converted into Loans under this Agreement and shall be included in the calculations as of the Fourth Restatement Date of “Aggregate Revolving Exposure” and “Revolving Exposure.” All liabilities of the Loan Parties with respect Lenders after giving effect to such Increased Revolving Commitment Closing Date.
(e) The Borrower shall repay the outstanding Revolving Loans shall constitute Obligations and it is of each Lender on the intention of the Loan Parties that Revolving Termination Date applicable to such Obligations shall continue to be secured by Collateral DocumentsLender.
Appears in 1 contract
Sources: Credit Agreement (Xcel Energy Inc)
Revolving Commitments. (a) Subject to the terms and conditions set forth hereinhereof, (a) each U.S. Revolving Lender severally agrees to make U.S. revolving credit loans (“Revolving Loans Loans”) to the U.S. Borrowers denominated Borrower in dollars from time to time during the Availability Period, and (b) each Canadian Lender agrees to make Canadian Revolving Loans to the Canadian Borrowers denominated in either dollars or Canadian Dollars from time to time during the Availability PeriodRevolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Revolving Percentage of the L/C Obligations then outstanding does not exceed the amount of such Lender’s Revolving Commitment. During the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.10.
(b) The Borrower may from time to time elect to increase the Revolving Commitments (a “Revolving Commitment Increase”) in a minimum amount of $5,000,000 so long as, in each case after giving effect thereto:
(i) , the U.S. aggregate amount of the Term Commitment Increases and Revolving Exposure, Canadian Revolving Exposure or Revolving Exposure of any Lender would Commitment Increases does not exceed $150,000,000. The Borrower may arrange for any such ▇▇▇▇▇▇’s U.S. increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Commitment, Canadian Commitment an “Increasing Revolving Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Revolving CommitmentLender”), to increase their existing Revolving Commitments, or extend Revolving Commitments, as the case may be;
, provided that (i) each Augmenting Revolving Lender, shall be subject to the approval of the Borrower and the Administrative Agent (such approval by the Administrative Agent not to be unreasonably withheld) and (ii) U.S. Availability would not be less than zero;
(iiix) Canadian Availability would not be less than zero; and
in the case of an Increasing Revolving Lender, the Borrower and such Increasing Revolving Lender execute an agreement substantially in the form of Exhibit G hereto, and (ivy) Aggregate Availability would not be less than zeroin the case of an Augmenting Revolving Lender, subject to the Administrative Agent’s authority, Borrower and such Augmenting Revolving Lender execute an agreement substantially in its sole discretion, to make Protective Advances the form of Exhibit H hereto. Increases and Overadvances new Revolving Commitments created pursuant to this clause shall become effective on the terms of Section 2.04 and 2.05. Within date agreed by the foregoing limits and subject to the terms and conditions set forth herein, each Borrower may borrow, prepay and reborrow Revolving Loans. On the Fourth Restatement DateBorrower, the Administrative Agent (such approval by the Administrative Agent not to be unreasonably withheld) and the relevant Increasing Revolving Lenders or Augmenting Revolving Lenders and the Administrative Agent shall reallocate notify each Revolving Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments (or terminatein the Revolving Commitment of any Lender), shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) and (b) of Section 5.2 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the Borrower, (ii) after giving effect to such Revolving Commitment Increase, the Borrower shall be in compliance with Section 7.1, and (iii) the Administrative Agent shall have received documents consistent with those delivered on the Closing Date under Section 5.1(f) as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Commitments, (i) each relevant Increasing Revolving Lender and Augmenting Revolving Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Revolving Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Revolving Lenders, each Revolving Lender’s portion of the outstanding Revolving Loans of all the Revolving Lenders to equal its Revolving Percentage of such outstanding Revolving Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Revolving Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the commitments and loans outstanding under the Existing Credit Agreement Borrower in accordance with the Lenders’ respective Applicable Percentages and all loans outstanding as requirements of Section 2.5). The deemed payments made pursuant to clause (ii) of the Fourth Restatement Date under the Existing Credit Agreement immediately preceding sentence in respect of each Eurodollar Loan shall automatically and without further action be subject to indemnification by the parties hereto be Borrower pursuant to the provisions of Section 2.18 if the deemed converted into Loans under this Agreement and shall be included in payment occurs other than on the calculations as last day of the Fourth Restatement Date of “Aggregate related Interest Periods.
(c) The Borrower shall repay all outstanding Revolving Exposure” and “Loans on the Revolving ExposureTermination Date.” All liabilities of the Loan Parties with respect to such Loans shall constitute Obligations and it is the intention of the Loan Parties that such Obligations shall continue to be secured by Collateral Documents.
Appears in 1 contract
Sources: Credit Agreement (Gartner Inc)
Revolving Commitments. (a) Subject to the terms and conditions set forth hereinhereof (including Section 7.12), (a) each U.S. Revolving Lender severally agrees to make revolving credit loans in Dollars (“U.S. Revolving Loans Loans”) to the U.S. Borrowers denominated in dollars Borrower from time to time during the Availability PeriodRevolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s U.S. Revolving Credit Percentage of the sum of (i) the U.S. L/C Obligations then outstanding and (ii) the aggregate principal amount of the U.S. Swing Line Loans then outstanding, does not exceed the amount of such Lender’s U.S. Revolving Commitment then in effect. During the Revolving Commitment Period the U.S. Borrower may use the U.S. Revolving Commitments by borrowing, prepaying and reborrowing the U.S. Revolving Loans in whole or in part, all in accordance with the terms and conditions hereof. The U.S. Revolving Loans may be made only in Dollars and may from time to time be Eurodollar Loans or Base Rate Loans, as determined by the U.S. Borrower and notified to the Administrative Agent in accordance with Sections 3.2 and 4.3; provided that no U.S. Revolving Loan shall be made as a Eurodollar Loan after the day that is one month prior to the Revolving Termination Date.
(b) Subject to the terms and conditions hereof (including Section 7.12), each Canadian Revolving Lender severally agrees to make revolving credit loans in Dollars or Canadian Dollars (“Canadian Revolving Loans Loans”), as specified by the Canadian Borrower, to the Canadian Borrowers denominated in either dollars or Canadian Dollars Borrower from time to time during the Availability PeriodRevolving Commitment Period in an aggregate principal amount at any one time outstanding which, so long as, in each case after giving effect thereto:
when added to such Lender’s Canadian Revolving Credit Percentage of the sum of (i) the U.S. Revolving Exposure, Canadian Revolving Exposure or Revolving Exposure of any Lender would not exceed such ▇▇▇▇▇▇’s U.S. Commitment, Canadian Commitment or Revolving Commitment, as the case may be;
L/C Obligations then outstanding and (ii) U.S. Availability would the aggregate principal amount of the Canadian Swing Line Loans then outstanding, does not exceed the amount of such Lender’s Canadian Revolving Commitment then in effect (provided that in the case of any Canadian Revolving Extensions of Credit made in Canadian Dollars, such amounts shall be less than zero;
(iii) valued at the Dollar Equivalent of such Canadian Availability would not be less than zero; and
(iv) Aggregate Availability would not be less than zeroDollars as of the relevant date of determination). During the Revolving Commitment Period the Canadian Borrower may use the Canadian Revolving Commitments by borrowing, subject to prepaying and reborrowing the Administrative Agent’s authorityCanadian Revolving Loans in whole or in part, all in its sole discretion, to make Protective Advances and Overadvances pursuant to the terms of Section 2.04 and 2.05. Within the foregoing limits and subject to accordance with the terms and conditions set forth hereinhereof. The Canadian Revolving Loans may be made from time to time by way of (i) BA Loans or Canadian Prime Rate Loans, each in Canadian Dollars only or (ii) Eurodollar Loans or Base Rate Loans, in Dollars only, as determined by the Canadian Borrower may borrow, prepay and reborrow Revolving Loans. On the Fourth Restatement Date, notified to the Administrative Agent shall reallocate or terminate, as applicable, and the commitments and loans outstanding under the Existing Credit Agreement Canadian Administrative Agent in accordance with the Lenders’ respective Applicable Percentages Sections 3.2 and all loans outstanding as of the Fourth Restatement Date under the Existing Credit Agreement shall automatically and without further action by the parties hereto be deemed converted into Loans under this Agreement and 4.3, provided that no Canadian Revolving Loan shall be included in made as a BA Loan or a Eurodollar Loan after the calculations as of day that is one month prior to the Fourth Restatement Date of “Aggregate Revolving Exposure” and “Revolving ExposureTermination Date.” All liabilities of the Loan Parties with respect to such Loans shall constitute Obligations and it is the intention of the Loan Parties that such Obligations shall continue to be secured by Collateral Documents.
Appears in 1 contract
Sources: Credit Agreement (Cedar Fair L P)
Revolving Commitments. (a) Subject to the terms and conditions set forth hereinhereof, (ai) each U.S. Canadian Borrower Revolving Lender severally agrees to make U.S. revolving credit loans (“Canadian Borrower Revolving Loans Loans”) to the U.S. Borrowers denominated in dollars Canadian Borrower from time to time during the Availability Period, Canadian Borrower Revolving Commitment Period in an aggregate principal amount at any one time outstanding which does not exceed the lesser of (x) the amount of such Lender’s Canadian Borrower Revolving Commitment and (by) such Lender’s Canadian Borrower Revolving Percentage of the Canadian Borrower Borrowing Base and (ii) each Canadian US Borrower Revolving Lender severally agrees to make Canadian revolving credit loans (“US Borrower Revolving Loans Loans”) to the Canadian Borrowers denominated in either dollars or Canadian Dollars US Borrower from time to time during the Availability PeriodUS Borrower Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, so long as, in each case after giving effect thereto:
when added to such Lender’s US Borrower Revolving Percentage of the sum of (i1) the U.S. Revolving ExposureUS Borrower L/C Obligations then outstanding and (2) the aggregate principal amount of the Swingline Loans then outstanding, Canadian Revolving Exposure or Revolving Exposure of any Lender would does not exceed the lesser of (x) the amount of such ▇▇▇▇▇▇Lender’s U.S. Commitment, Canadian US Borrower Revolving Commitment or and (y) such Lender’s US Borrower Revolving Commitment, as the case may be;
(ii) U.S. Availability would not be less than zero;
(iii) Canadian Availability would not be less than zero; and
(iv) Aggregate Availability would not be less than zero, subject to the Administrative Agent’s authority, in its sole discretion, to make Protective Advances and Overadvances pursuant to the terms of Section 2.04 and 2.05. Within the foregoing limits and subject to the terms and conditions set forth herein, each Borrower may borrow, prepay and reborrow Revolving Loans. On the Fourth Restatement Date, the Administrative Agent shall reallocate or terminate, as applicable, the commitments and loans outstanding under the Existing Credit Agreement in accordance with the Lenders’ respective Applicable Percentages and all loans outstanding as Percentage of the Fourth Restatement Date under the Existing Credit Agreement shall automatically and without further action by the parties hereto be deemed converted into Loans under this Agreement and shall be included in the calculations as of the Fourth Restatement Date of “Aggregate Revolving Exposure” and “Revolving ExposureUS Borrower Borrowing Base.” All liabilities of the Loan Parties with respect to such Loans shall constitute Obligations and it is the intention of the Loan Parties that such Obligations shall continue to be secured by Collateral Documents.
Appears in 1 contract
Revolving Commitments. (a) Subject to the terms and conditions set forth herein, (a) each U.S. Lender agrees to make U.S. Revolving Loans to the U.S. Borrowers denominated in dollars Borrower from time to time during the Availability Period, and Period in an aggregate principal amount that will not result in (bi) each Canadian Lender agrees to make Canadian such Lender’s Revolving Loans to the Canadian Borrowers denominated in either dollars or Canadian Dollars from time to time during the Availability Period, so long asExposure exceeding such Lender’s Revolving Commitment, in each case after giving effect thereto:
at such time, (iii) the aggregate Revolving Exposure exceeding the aggregate Revolving Commitments, in each case at such time or (iii) the aggregate U.S. Revolving Exposure at such time exceeding the lesser of (A) the Revolving Commitments at such time minus the Canadian Revolving Exposure at such time and (B) (1) the U.S. Revolving Exposure, Borrowing Base at such time minus (2) the amount by which (x) the aggregate Canadian Revolving Exposure or Revolving Exposure of any Lender would not exceed at such ▇▇▇▇▇▇’s U.S. Commitment, time exceeds (y) the Canadian Commitment or Revolving Commitment, as the case may be;
(ii) U.S. Availability would not be less than zero;
(iii) Canadian Availability would not be less than zero; and
(iv) Aggregate Availability would not be less than zeroBorrowing Base at such time, subject in each case to the Administrative Agent’s authority, in its sole discretion, to make Protective Advances and Overadvances pursuant to the terms of Section 2.04 and 2.05Protective Advances pursuant to the terms of 2.21. Within the foregoing limits and subject to the terms and conditions set forth herein, each the U.S. Borrower may borrow, prepay and reborrow Revolving Loans. On All U.S. Loans shall be made in dollars.
(b) Subject to the Fourth Restatement Dateterms and conditions set forth herein, each Lender agrees to make Revolving Loans to the Canadian Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment, in each case at such time, (ii) such Lender’s Canadian Revolving Exposure exceeding such Lender’s Canadian Revolving Sub-Commitment, in each case at such time, (iii) the aggregate Revolving Exposure at such time exceeding the aggregate Revolving Commitments at such time or (iv) the aggregate Canadian Revolving Exposure at such time exceeding the lesser of (A) the aggregate Canadian Revolving Sub-Commitments at such time and (B) (1) the Aggregate Borrowing Base at such time minus (2) the aggregate U.S. Revolving Exposure at such time. Within the foregoing limits and subject to the terms and conditions set forth herein, the Administrative Agent Canadian Borrower may borrow, prepay and reborrow Revolving Loans. All Canadian Loans shall reallocate be made in U.S. dollars or terminateCanadian dollars.
(c) All Revolving Loans, as applicableOveradvances, the commitments Swingline Loans and loans Letters of Credit outstanding under the Existing Credit Agreement in accordance with on the Lenders’ respective Applicable Percentages and all loans Restatement Effective Date shall remain outstanding as of hereunder on the Fourth Restatement Date under the Existing Credit Agreement shall automatically and without further action by the parties hereto be deemed converted into Loans under this Agreement and shall be included in the calculations as of the Fourth Restatement Date of “Aggregate Revolving Exposure” and “Revolving Exposureterms set forth herein.” All liabilities of the Loan Parties with respect to such Loans shall constitute Obligations and it is the intention of the Loan Parties that such Obligations shall continue to be secured by Collateral Documents.
Appears in 1 contract
Sources: Credit Agreement (Usg Corp)
Revolving Commitments. Subject to the terms and conditions set forth herein, (a) each U.S. Lender agrees to make U.S. Revolving Loans to the U.S. Borrowers denominated in dollars from time to time during the Availability Period, and (b) each Canadian Lender agrees to make Canadian Revolving Loans to the Canadian Borrowers denominated in either dollars or Canadian Dollars from time to time during the Availability Period, so long as, in each case after giving effect thereto:
(i) the U.S. Revolving Exposure, Canadian Revolving Exposure or Revolving Exposure of any Lender would not exceed such ▇▇▇▇▇▇Lender’s U.S. Commitment, Canadian Commitment or Revolving Commitment, as the case may be;
(ii) U.S. Availability would not be less than zero;
(iii) Canadian Availability would not be less than zero; and;
(iv) Aggregate Availability would not be less than zero, ; and
(v) either (A) U.S. Availability would exceed 10% of the U.S. Borrowing Base or (B) the Fixed Charge Coverage Ratio would exceed 1.10 to 1.00; subject to the Administrative Agent’s or Canadian Administrative Agent’s authority, as applicable, in its their sole discretion, to make Protective Advances and Overadvances pursuant to the terms of Section 2.04 and 2.05. Within the foregoing limits and subject to the terms and conditions set forth herein, each Borrower may borrow, prepay and reborrow Revolving Loans. On the Fourth Restatement Date, the Administrative Agent shall reallocate or terminate, as applicable, the commitments and loans outstanding of the Lenders under the Existing Credit Agreement in accordance with the Lenders’ respective Applicable Percentages and all loans outstanding as of the Fourth Restatement Date under the Existing Credit Agreement shall automatically and without further action by the parties hereto be deemed converted into Loans under this Agreement and shall be included in the calculations as of the Fourth Restatement Date of “Aggregate Revolving Exposure” and “Revolving Exposure.” ”. All liabilities of the Loan Parties with respect to such Loans shall constitute Obligations and it is the intention of the Loan Parties that such Obligations shall continue to be secured by Collateral Documents.
Appears in 1 contract
Revolving Commitments. (a) Subject to the terms and conditions set forth hereinhereof, (a) each U.S. Revolving Lender severally agrees to make revolving credit loans ("U.S. Revolving Loans REVOLVING LOANS") to the U.S. Borrowers denominated in dollars NSP from time to time during the Availability PeriodU.S. Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such U.S. Lender's U.S. Revolving Percentage of the sum of (i) the U.S. L/C Obligations then outstanding and (ii) the aggregate principal amount of the U.S. Swingline Loans then outstanding, does not exceed the amount of such U.S. Lender's Revolving Commitment. During the U.S. Revolving Commitment Period the U.S. Borrowers may use the U.S. Revolving Commitments by borrowing, prepaying the U.S. Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The U.S. Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by NSP and notified to the Administrative Agent in accordance with Sections 2.4 and 2.10.
(b) each The U.S. Borrowers shall repay all outstanding U.S. Revolving Loans on the Revolving Termination Date.
(c) Subject to the terms and conditions hereof and in the Canadian Loan Documents, the Canadian Lender agrees to make Canadian Revolving Loans revolving credit loans to, and to accept Drafts from, the Canadian Borrowers denominated in either dollars or Canadian Dollars Borrower (such loans and acceptances of Drafts, the "CANADIAN LOANS") from time to time during the Availability PeriodCanadian Commitment Period in an aggregate principal amount at any one time outstanding which, so long as, when added to the Canadian L/C Obligations then outstanding does not exceed the Canadian Commitment then in each case after giving effect thereto:effect.
(d) The Canadian Loans shall be denominated in C$ and may from time to time be (i) the U.S. Revolving ExposureC$Prime Loans, Canadian Revolving Exposure or Revolving Exposure of any Lender would not exceed such ▇▇▇▇▇▇’s U.S. Commitment, Canadian Commitment or Revolving Commitment, as the case may be;
(ii) U.S. Availability would not be less than zero;
Bankers' Acceptances or (iii) a combination thereof, as determined by any one Canadian Availability would not be less than zero; and
(iv) Aggregate Availability would not be less than zero, subject Borrower and notified to the Administrative Agent’s authority, in its sole discretion, to make Protective Advances and Overadvances pursuant to the terms of Section 2.04 and 2.05. Within the foregoing limits and subject to the terms and conditions set forth herein, each Borrower may borrow, prepay and reborrow Revolving Loans. On the Fourth Restatement Date, the Administrative Agent shall reallocate or terminate, as applicable, the commitments and loans outstanding under the Existing Credit Agreement Canadian Lender in accordance with the Lenders’ respective Applicable Percentages Canadian Loan Documents.
(e) C$ Prime Loans may be borrowed, repaid without premium or penalty and all loans outstanding as reborrowed from time to time by the Canadian Borrower during the Canadian Commitment Period in accordance with the provisions hereof and of the Fourth Restatement Date under the Existing Credit Agreement shall automatically and without further action by the parties hereto be deemed converted into Loans under this Agreement and shall be included in the calculations as of the Fourth Restatement Date of “Aggregate Revolving Exposure” and “Revolving Exposure.” All liabilities of the Canadian Loan Parties with respect to such Loans shall constitute Obligations and it is the intention of the Loan Parties that such Obligations shall continue to be secured by Collateral Documents.
(f) The Canadian Borrower shall repay all outstanding Canadian Loans on the Revolving Termination Date.
Appears in 1 contract
Revolving Commitments. Subject to the terms and conditions set forth herein, (a) each U.S. Lender agrees to make U.S. Revolving Loans to the U.S. Borrowers denominated in dollars from time to time during the Availability Period, and (b) each Canadian Lender agrees to make Canadian Revolving Loans to the Canadian Borrowers denominated in either dollars or Canadian Dollars from time to time during the Availability Period, so long as, in each case after giving effect thereto:
(i) the U.S. Revolving Exposure, Canadian Revolving Exposure or Revolving Exposure of any Lender would not exceed such ▇▇▇▇▇▇Lender’s U.S. Commitment, Canadian Commitment or Revolving Commitment, as the case may be;
(ii) U.S. Availability would not be less than zero;
(iii) Canadian Availability would not be less than zero; and
(iv) Aggregate Availability would not be less than zero, . subject to the Administrative Agent’s or Canadian Administrative Agent’s authority, as applicable, in its their sole discretion, to make Protective Advances and Overadvances pursuant to the terms of Section 2.04 and 2.05. Within the foregoing limits and subject to the terms and conditions set forth herein, each Borrower may borrow, prepay and reborrow Revolving Loans. On the Fourth Third Restatement Date, the Administrative Agent shall reallocate or terminate, as applicable, the commitments and loans outstanding under the Existing Credit Agreement in accordance with the Lenders’ respective Applicable Percentages and all loans outstanding as of the Fourth Third Restatement Date under the Existing Credit Agreement shall automatically and without further action by the parties hereto be deemed converted into Loans under this Agreement and shall be included in the calculations as of the Fourth Third Restatement Date of “Aggregate Revolving Exposure” and “Revolving Exposure.” ”. All liabilities of the Loan Parties with respect to such Loans shall constitute Obligations and it is the intention of the Loan Parties that such Obligations shall continue to be secured by Collateral Documents.
Appears in 1 contract
Revolving Commitments. (a) Subject to the terms and conditions set forth hereinhereof, (a) each U.S. U.S.$ Revolving Lender severally agrees to make revolving credit loans in U.S. Dollars ("U.S.$ Revolving Loans Loans") to the U.S. Borrowers denominated in dollars Dura from time to time during the Availability PeriodRevolving Commitment Period in an aggregate principal amount or at any one time outstanding which, when added to such Lender's Revolving Percentage of the sum of (i) the L/C Obligations then outstanding and (ii) the aggregate principal amount of the Dollar Equivalent of the Swingline Loans then outstanding, does not exceed the amount of such Lender's U.S.$ Revolving Commitment. During the Revolving Commitment Period the Dura may use the U.S.$ Revolving Commitments by borrowing, prepaying the U.S.$ Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The U.S.$ Revolving Loans may from time to time be of any available Type for U.S. Dollars, as determined by Dura and notified to the Administrative Agent in accordance with Sections 2.4 and 2.12.
(b) Subject to the terms and conditions hereof, each Canadian Pounds Sterling Lender severally agrees to make Canadian revolving credit loans in Pounds Sterling ("Pounds Sterling Revolving Loans Loans") to the Canadian Borrowers denominated in either dollars or Canadian Dollars Pounds Sterling Revolving Borrower from time to time during the Availability PeriodRevolving Commitment Period in an aggregate principal amount at any one time outstanding which, so long aswhen added to such Lender's Revolving Percentage of the aggregate principal amount of all Pounds Sterling Revolving Loans then outstanding, does not exceed the Total Pounds Sterling Revolving Commitments. During the Revolving Commitment Period the Pounds Sterling Revolving Borrower may use the Pounds Sterling Revolving Commitments by borrowing, prepaying the Pounds Sterling Revolving Loans in each case after giving effect thereto:
(i) whole or in part, and reborrowing, all in accordance with the U.S. terms and conditions hereof. The Pounds Sterling Revolving Exposure, Canadian Revolving Exposure or Revolving Exposure Loans may from time to time be of any Lender would not exceed such ▇▇▇▇▇▇’s U.S. Commitment, Canadian Commitment or Revolving Commitmentavailable Type for Pounds Sterling, as determined by the case may be;
(ii) U.S. Availability would not be less than zero;
(iii) Canadian Availability would not be less than zero; and
(iv) Aggregate Availability would not be less than zero, subject Pounds Sterling Revolving Borrower and notified to the Administrative Agent’s authority, Agent in its sole discretion, to make Protective Advances accordance with Sections 2.4 and Overadvances pursuant to the terms of Section 2.04 and 2.05. Within the foregoing limits and subject 2.12.
(c) Subject to the terms and conditions set forth hereinhereof, each Borrower may borrow, prepay and reborrow Euro Revolving Lender severally agrees to make revolving credit loans in Euros ("Euro Revolving Loans") to the Euro Revolving Borrowers from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender's Revolving Percentage of the aggregate principal amount of all Euro Revolving Loans then outstanding, does not exceed the Total Euro Revolving Commitments. On During the Fourth Restatement DateRevolving Commitment Period the Euro Revolving Borrowers may use the Euro Revolving Commitments by borrowing, prepaying the Administrative Agent shall reallocate Euro Revolving Loans in whole or terminatein part, as applicableand reborrowing, the commitments and loans outstanding under the Existing Credit Agreement all in accordance with the Lenders’ respective Applicable Percentages terms and all loans outstanding conditions hereof. The Euro Revolving Loans may from time to time be of any available Type for Euros, as of the Fourth Restatement Date under the Existing Credit Agreement shall automatically and without further action determined by the parties hereto be deemed converted into Loans under applicable Euro Revolving Borrower and notified to the Administrative Agent in accordance with Sections 2.4 and 2.12.
(d) Notwithstanding any other provisions of this Agreement to the contrary, the Borrowers shall not be entitled to request any Revolving Loan, Swingline Loan or Letter of Credit, and the Lenders shall not be included in obligated to make available any Revolving Loan, Swingline Loan or Letter of Credit if, after giving effect to the calculations as making of such Loan or the Fourth Restatement Date issuance of “Aggregate such Letter of Credit, the aggregate Revolving Exposure” and “Extensions of Credit would exceed the Total U.S.$ Revolving ExposureCommitments.” All liabilities of
(e) The Borrowers shall repay all outstanding Revolving Loans on the Loan Parties with respect to such Loans shall constitute Obligations and it is the intention of the Loan Parties that such Obligations shall continue to be secured by Collateral DocumentsRevolving Termination Date.
Appears in 1 contract
Revolving Commitments. (a) Subject to the terms and conditions set forth herein, (a) each U.S. Revolving Lender agrees agrees, severally and not jointly, from time to time on any Business Day during the applicable Revolving Commitment Period, to make U.S. %4. Revolving Loans to the U.S. Borrowers US Borrower denominated in dollars from time to time during the Availability Period, and (b) each Canadian Lender agrees to make Canadian Dollars or Euros; %4. Revolving Loans to the Canadian Borrowers Borrower denominated in either dollars Dollars or Canadian Dollars from time Dollars; and %4. Revolving Loans to time during the Availability PeriodUK Borrower denominated in Dollars, so long asSterling or Euros; provided that, in each case after giving effect thereto:
(i) to any such Borrowing of Revolving Loans, %5. the U.S. Total Revolving Exposure, Exposure at such time shall not exceed the Total Revolving Commitments then in effect; %5. no Revolving Lender’s Revolving Exposure at such time shall exceed such Revolving Lender’s Revolving Commitment then in effect; %5. the Total Canadian Revolving Exposure or at such time shall not exceed $40,000,000; and %5. the Total UK Revolving Exposure of any Lender would at such time shall not exceed $10,000,000; provided, further, that no Revolving Loans shall be made to the Canadian Borrower or the UK Borrower until the consent of the Minister of Northern Development and Mines to the Goderich Mine Mortgage has been received by the Administrative Agent and such ▇▇▇▇▇▇’s U.S. CommitmentGoderich Mine Mortgage creates a legal, Canadian Commitment or Revolving Commitmentvalid, as binding and enforceable first-priority Lien on the case may be;
(ii) U.S. Availability would not be less than zero;
(iii) Canadian Availability would not be less than zero; and
(iv) Aggregate Availability would not be less than zero, subject to Goderich Mine in favor of the Administrative Agent’s authority, in its sole discretionfor the benefit of the Secured Parties, subject only to make Protective Advances and Overadvances pursuant to the terms of Section 2.04 and 2.05Permitted Liens. Within the foregoing limits and subject to the terms and conditions set forth herein, each amounts borrowed pursuant to this Section 2.04 may be repaid and reborrowed during the Revolving Commitment Period.
(b) Each Borrower may borrow, prepay and reborrow shall repay to the applicable Revolving Loans. On Lenders on the Fourth Restatement Date, applicable Revolving Termination Date the Administrative Agent shall reallocate or terminate, as applicable, the commitments and loans outstanding under the Existing Credit Agreement in accordance with the Lenders’ respective Applicable Percentages and all loans outstanding as aggregate principal amount of the Fourth Restatement Date under the Existing Credit Agreement shall automatically and without further action by the parties hereto be deemed converted into applicable Revolving Loans under this Agreement and shall be included in the calculations as of the Fourth Restatement Date of “Aggregate Revolving Exposure” and “Revolving Exposure.” All liabilities of the Loan Parties with respect that were made to such Loans shall constitute Obligations Borrower and it is the intention of the Loan Parties that are outstanding on such Obligations shall continue to be secured by Collateral Documentsdate.
Appears in 1 contract
Sources: Credit Agreement (Compass Minerals International Inc)
Revolving Commitments. (a) Subject to the terms and conditions set forth herein, (a) each U.S. Revolving Lender agrees agrees, severally and not jointly, to make U.S. Revolving Loans to the U.S. Borrowers denominated in dollars from time to time during the Availability Period, and (b) each Canadian Lender agrees to make Canadian Revolving Loans to the Canadian Borrowers denominated Period in either dollars or Canadian Dollars from time to time during the Availability Period, so long as, an aggregate principal amount that will not result in each case after giving effect thereto:
(i) the such U.S. Revolving Exposure, Canadian Lender’s U.S. Revolving Exposure or exceeding such U.S. Revolving Exposure of any Lender would not exceed such ▇▇▇▇▇▇Lender’s U.S. Commitment, Canadian Commitment or Revolving Commitment, as the case may be;
or (ii) the total U.S. Availability would not be less than zero;
Revolving Exposures exceeding the lesser of (iiix) Canadian Availability would not be less than zero; and
the sum of the total U.S. Revolving Commitments and (ivy) Aggregate Availability would not be less than zero, the U.S. Borrowing Base (subject to the Administrative Agent’s authority, in its sole discretion, to make U.S. Protective Advances and U.S. Overadvances pursuant to the terms of Section 2.04 2.04). ; provided that, during the Tranche B Period, such U.S. Revolving Loans shall not be made unless, after giving effect to any Tranche B Loans being made on such date, the sum of the Tranche B Exposure is at least equal to the lesser of (x) the sum of the total Tranche B Commitments and 2.05(y) the Tranche B Borrowing Base. Within the foregoing limits and subject to the terms and conditions set forth herein, the U.S. Borrowers may borrow, repay and reborrow U.S. Revolving Loans.
(b) Subject to the terms and conditions set forth herein, each Canadian Revolving Lender agrees, severally and not jointly, to make Canadian Revolving Loans to a Canadian Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Canadian Revolving Lender’s Canadian Revolving Exposure exceeding such Canadian Revolving Lender’s Canadian Revolving Commitment, or (ii) the total Canadian Revolving Exposures exceeding the lesser of (x) the sum of the total Canadian Revolving Commitments and (y) the Canadian Borrowing Base (subject to the Agent’s authority, in its sole discretion, to make Canadian Protective Advances and Canadian Overadvances pursuant to the terms of Section 2.04). Within the foregoing limits and subject to the terms and conditions set forth herein, a Canadian Borrower may borrow, prepay repay and reborrow Canadian Revolving Loans.
(c) Subject to the terms and conditions set forth herein, each Tranche B Lender agrees, severally and not jointly, to make Tranche B Loans to the U.S. Borrowers from time to time during the Tranche B Period in an aggregate principal amount that will not result in (i) such Tranche B Lender’s Tranche B Exposure exceeding such Tranche B Lender’s Tranche B Commitment, or (ii) the total Tranche B Exposures exceeding the lesser of (x) the sum of the total Tranche B Commitments and (y) the Tranche B Borrowing Base. On Within the Fourth Restatement Dateforegoing limits and subject to the terms and conditions set forth herein, the Administrative Agent shall reallocate or terminateU.S. Borrowers may borrow, as applicable, the commitments repay and loans outstanding under the Existing Credit Agreement in accordance with the Lenders’ respective Applicable Percentages and all loans outstanding as of the Fourth Restatement Date under the Existing Credit Agreement shall automatically and without further action by the parties hereto be deemed converted into Loans under this Agreement and shall be included in the calculations as of the Fourth Restatement Date of “Aggregate Revolving Exposure” and “Revolving Exposurereborrow Tranche B Loans.” All liabilities of the Loan Parties with respect to such Loans shall constitute Obligations and it is the intention of the Loan Parties that such Obligations shall continue to be secured by Collateral Documents.
Appears in 1 contract
Sources: Credit Agreement (American Tire Distributors Holdings, Inc.)
Revolving Commitments. (a) Subject to the terms and conditions set forth hereinhereof, each Revolving Lender (aacting through any of its branches or affiliates) each U.S. Lender severally agrees to make U.S. revolving credit loans (“Revolving Loans Loans”) in Dollars or in one or more Foreign Currencies (such Revolving Loans, “Foreign Currency Loans”) to the U.S. Borrowers denominated in dollars from time to time during the Availability PeriodRevolving Commitment Period in an aggregate principal amount at any one time outstanding which, and when added (b) each Canadian Lender agrees to make Canadian Revolving Loans to the Canadian Borrowers denominated in either dollars or Canadian Dollars from time to time during the Availability Period, so long as, in each case after giving effect thereto:
to the use of proceeds thereof) to the sum of (i) such Lender’s Revolving Percentage of the U.S. sum of (x) the L/C Obligations then outstanding and (y) the aggregate principal amount of the Revolving ExposureLoans (including the Dollar Equivalent of Foreign Currency Loans) then outstanding, Canadian Revolving (ii) such Lender’s Swingline Exposure or Revolving Exposure of any Lender would then outstanding, does not exceed the amount of such ▇▇▇▇▇▇’s U.S. Commitment, Canadian Revolving Commitment or Revolving Commitment, as the case may be;
(ii) U.S. Availability would not be less than zero;
and (iii) Canadian Availability would the Total Revolving Extensions of Credit outstanding at such time (including the Dollar Equivalent of any Revolving Extensions of Credit outstanding in currencies other than Dollars) does not exceed the Total Revolving Commitments. During the Revolving Commitment Period the Borrowers may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. Revolving Loans may from time to time be less Eurocurrency Loans or (other than zero; and
(ivin the case of Foreign Currency Loans) Aggregate Availability would not be less than zeroABR Loans or Term Benchmark Loans, subject as determined by the applicable Borrower and notified to the Administrative Agent’s authority, Agent in its sole discretion, to make Protective Advances accordance with Sections 2.5 and Overadvances pursuant to the terms of Section 2.04 and 2.05. Within the foregoing limits and subject 2.13.
(b) Subject to the terms and conditions set forth hereof, each Revolving Lender agrees to make Foreign Currency Loans to the Borrowers from time to time during the Revolving Commitment Period; provided that (i) after giving effect to the requested Foreign Currency Loan, the Dollar Equivalent of the sum of the aggregate principal amount of Foreign Currency Loans and any L/C Exposure denominated in any L/C Foreign Currency outstanding at such time does not exceed the Foreign Currency Sublimit, (ii) after giving effect to the requested Foreign Currency Loan (and the use of proceeds thereof), the sum of (x) such Lender’s Revolving Percentage of the sum of (1) the L/C Obligations then outstanding (including the Dollar Equivalent of any L/C obligations denominated in any L/C Foreign Currency) and (2) the aggregate principal amount of the Revolving Loans (including the Dollar Equivalent of Foreign Currency Loans) then outstanding and (y) such Lender’s Swingline Exposure then outstanding, does not exceed the amount of such Lender’s Revolving Commitment and (iii) the Total Revolving Extensions of Credit outstanding at such time (including the Dollar Equivalent of any Revolving Extensions of Credit outstanding in currencies other than Dollars) does not exceed the Total Revolving Commitments. The Foreign Currency Loans shall be Eurocurrency Loans.
(c) Each Borrower shall repay all of its outstanding Revolving Loans, including Foreign Currency Loans, on the Initial Maturity Date.
(d) Notwithstanding anything to the contrary contained herein, each Lender at its option may make any Loan to any Additional Borrower may borrow, prepay and reborrow Revolving Loans. On by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the Fourth Restatement Date, the Administrative Agent shall reallocate or terminate, as applicable, the commitments and loans outstanding under the Existing Credit Agreement obligation of such Additional Borrower to repay such Loan in accordance with the Lenders’ respective Applicable Percentages and all loans outstanding as terms of the Fourth Restatement Date under the Existing Credit Agreement shall automatically and without further action by the parties hereto be deemed converted into Loans under this Agreement and shall be included in the calculations not cause any Borrower or other Loan Party to incur as of the Fourth Restatement Date of “Aggregate Revolving Exposure” and “Revolving Exposure.” All liabilities date of the Loan Parties with respect to exercise of such Loans option any greater liability than it shall constitute Obligations and it is the intention of the Loan Parties that such Obligations shall continue to be secured by Collateral Documentsthen have under Section 2.19 or Section 2.20(a).
Appears in 1 contract
Sources: Credit Agreement (Tempur Sealy International, Inc.)
Revolving Commitments. Subject to the terms and conditions set forth herein, (a) each U.S. Lender agrees to make U.S. Revolving Loans to the U.S. Borrowers denominated in dollars from time to time during the Availability Period, and (b) each Canadian Lender agrees to make Canadian Revolving Loans to the Canadian Borrowers denominated in either dollars or Canadian Dollars from time to time during the Availability Period, so long as, in each case after giving effect thereto:
(i) the U.S. Revolving Exposure, Canadian Revolving Exposure or Revolving Exposure of any Lender would not exceed such ▇▇▇▇▇▇Lender’s U.S. Commitment, Canadian Commitment or Revolving Commitment, as the case may be;
(ii) U.S. Availability would not be less than zero;
(iii) Canadian Availability would not be less than zero; and
(iv) Aggregate Availability would not be less than zero, . subject to the Administrative Agent’s or Canadian Administrative Agent’s authority, as applicable, in its their sole discretion, to make Protective Advances and Overadvances pursuant to the terms of Section 2.04 and 2.05. Within the foregoing limits and subject to the terms and conditions set forth herein, each Borrower may borrow, prepay and reborrow Revolving Loans. On the Fourth Second Restatement Date, the Administrative Agent shall reallocate or terminate, as applicable, the commitments and loans outstanding of the Lenders under the Existing Credit Agreement in accordance with the Lenders’ respective Applicable Percentages and all loans outstanding as of the Fourth Second Restatement Date under the Existing Credit Agreement shall automatically and without further action by the parties hereto be deemed converted into Loans under this Agreement and shall be included in the calculations as of the Fourth Second Restatement Date of “Aggregate Revolving Exposure” and “Revolving Exposure.” ”. All liabilities of the Loan Parties with respect to such Loans shall constitute Obligations and it is the intention of the Loan Parties that such Obligations shall continue to be secured by Collateral Documents.
Appears in 1 contract
Revolving Commitments. Subject to the terms and conditions set forth herein, (a) each U.S. Lender agrees to make U.S. Revolving Loans to the U.S. Borrowers denominated in dollars from time to time during the Availability Period, and (b) each Canadian Lender agrees to make Canadian Revolving Loans to the Canadian Borrowers denominated in either dollars or Canadian Dollars from time to time during the Availability Period, so long as, in each case after giving effect thereto:
(i) the U.S. Revolving Exposure, Canadian Revolving Exposure or Revolving Exposure of any Lender would not exceed such ▇▇▇▇▇▇Lender’s U.S. Commitment, Canadian Commitment or Revolving Commitment, as the case may be;
(ii) U.S. Availability would not be less than zero;
(iii) Canadian Availability would not be less than zero; and
(iv) Aggregate Availability would not be less than zero, subject to the Administrative Agent’s authority, in its sole discretion, to make Protective Advances and Overadvances pursuant to the terms of Section 2.04 and 2.05. Within the foregoing limits and subject to the terms and conditions set forth herein, each Borrower may borrow, prepay and reborrow Revolving Loans. On the Fourth Restatement Date, the Administrative Agent shall reallocate or terminate, as applicable, the commitments and loans outstanding under the Existing Credit Agreement in accordance with the Lenders’ respective Applicable Percentages and all loans outstanding as of the Fourth Restatement Date under the Existing Credit Agreement shall automatically and without further action by the parties hereto be deemed converted into Loans under this Agreement and shall be included in the calculations as of the Fourth Restatement Date of “Aggregate Revolving Exposure” and “Revolving Exposure.” All liabilities of the Loan Parties with respect to such Loans shall constitute Obligations and it is the intention of the Loan Parties that such Obligations shall continue to be secured by Collateral Documents.
Appears in 1 contract
Revolving Commitments. (a)
(a) Subject to the terms and conditions set forth hereinhereof (including Section 7.12), (a) each U.S. Revolving Lender severally agrees to make revolving credit loans in Dollars (“U.S. Revolving Loans Loans”) to the U.S. Borrowers denominated in dollars Borrower from time to time during the Availability PeriodRevolving Commitment Period for the U.S. Revolving Faci lity in an aggregate principal amount at any one time outstanding which, when added to such Lender’s U.S. Revolving Credit Percentage of the sum of (i) the U.S. L/C Obligations then outstanding and (ii) the aggregate principal amount of the U.S. Swing Line Loans then outstanding, does not exceed the amount of such Lender’s U.S. Revolving Commitment then in effect. During the Revolving Commitment Period for the U.S. Revolving Facility the U.S. Borrower may use the U.S. Revolving Commitments by borrowing, prepaying and reborrowing the U.S. Revolving Loans in whole or in part, all in accordance with the terms and conditions hereof. The U.S. Revolving Loans may be made only in Dollars and may from time to time be Eurodollar Loans or Base Rate Loans, as determined by the U.S. Borrower and notified to the Administrative Agent in accordance with Sections 3.2 and 4.3; provided that no U.S. Revolving Loan shall be made as a Eurodollar Loan after the day that is one month prior to the Revolving Termination Date of the U.S. Revolving Facility.
(b) Subject to the terms and conditions hereof (including Section 7.12), each Canadian Revolving Lender severally agrees to make revolving credit loans in Dollars or Canadian Dollars (“Canadian Revolving Loans Loans”), as specified by the Canadian Borrower, to the Canadian Borrowers denominated in either dollars or Canadian Dollars Borrower from time to time during the Availability PeriodRevolving Commitment Period for the Canadian Revolving Facility in an aggregate principal amount at any one time outstanding which, so long as, in each case after giving effect thereto:
when added to such Lender’s Canadian Revolving Credit Percentage of the sum of (i) the U.S. Revolving Exposure, Canadian Revolving Exposure or Revolving Exposure of any Lender would not exceed such ▇▇▇▇▇▇’s U.S. Commitment, Canadian Commitment or Revolving Commitment, as the case may be;
L/C Obligations then outstanding and (ii) U.S. Availability would the aggregate principal amount of the Canadian Swing Line Loans then outstanding, does not exceed the amount of such Lender’s Canadian Revolving Commitment then in effect (provided that in the case of any Canadian Revolving Extensions of Credit made in Canadian Dollars, such amounts shall be less than zero;
valued at the Dollar Equivalent of such Canadian Dollars as of the relevant date of determination). During the Revolving Commitment Period for the Canadian Revolving Facility the Canadian Borrower may use the Canadian Revolving Commitments by borrowing, prepaying and reborrowing the Canadian Revolving Loans in whole or in part, all in accordance with the terms and conditions hereof. The Canadian Revolving Loans may be made from time to time by way of (iiii) BA Loans or Canadian Availability would not be less than zero; and
Prime Rate Loans, in Canadian Dollars only or (ivii) Aggregate Availability would not be less than zeroEurodollar Loans or Base Rate Loans, subject in Dollars only, as determined by the Canadian Borrower and notified to the Administrative Agent’s authorityAgent and the Canadian Administrative Agent in accordance with Sections 3.2 and 4.3, in its sole discretion, to make Protective Advances and Overadvances pursuant provided that no Canadian Revolving Loan shall be made as a BA Loan or a Eurodollar Loan after the day that is one month prior to the terms Revolving Termination Date of Section 2.04 and 2.05. Within the foregoing limits and subject Canadian Revolving Facility.
(c) Subject to the terms and conditions set forth hereinhereof (including Section 7.12), each Replacement Revolving Lender under any Replacement Revolving Facility of the U.S. Borrower severally agrees to make Replacement Revolving Loans in Dollars to the U.S. Borrower from time to time during the Revolving Commitment Period for such Replacement Revolving Facility in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Replacement Revolving Credit Percentage of the sum of (i) the Replacement L/C Obligations then outstanding under such Replacement Revolving Facility and (ii) the aggregate principal amount of the Replacement Swing Line Loans then outstanding under such Replacement Revolving Facility, does not exceed the amount of such Lender’s Replacement Revolving Commitment then in effect under such Replacement Revolving Facility. During the Revolving Commitment Period under any Replacement Revolving Facility of the U.S. Borrower the U.S. Borrower may borrowuse the Replacement Revolving Commitments thereunder by borrowing, prepay prepaying and reborrow reborrowing the Replacement Revolving Loans. On the Fourth Restatement DateLoans in whole or in part, the Administrative Agent shall reallocate or terminate, as applicable, the commitments and loans outstanding under the Existing Credit Agreement all in accordance with the Lenders’ respective Applicable Percentages terms and all loans conditions hereof. The Replacement Revolving Loans may be made only in Dollars and may from time to time be Eurodollar Loans or Base Rate Loans, as determined by the U.S. Borrower and notified to the Administrative Agent in accordance with Sections 3.2 and 4.3; provided that no Replacement Revolving Loan under any Replacement Revolving Facility of the U.S. Borrower shall be made as a Eurodollar Loan after the day that is one month prior to the Revolving Termination Date for such Replacement Revolving Facility.
(d) Subject to the terms and conditions hereof (including Section 7.12), each Replacement Revolving Lender under any Replacement Revolving Facility of the Canadian Borrower severally agrees to make Replacement Revolving Loans in Dollars or Canadian Dollars, as specified by the Canadian Borrower, to the Canadian Borrower from time to time during the Revolving Commitment Period for such Replacement Revolving Facility in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Replacement Revolving Credit Percentage of the sum of (i) the Replacement L/C Obligations then outstanding under such Replacement Revolving Facility and (ii) the aggregate principal amount of the Replacement Swing Line Loans then outstanding under such Replacement Revolving Facility, does not exceed the amount of such Lender’s Replacement Revolving Commitment then in effect under such Replacement Revolving Facility (provided that in the case of any Replacement Revolving Extensions of Credit made in Canadian Dollars, such amounts shall be valued at the Dollar Equivalent of such Canadian Dollars as of the Fourth Restatement Date relevant date of determination). During the Revolving Commitment Period under any Replacement Revolving Facility of the Existing Credit Agreement shall automatically Canadian Borrower the Canadian Borrower may use the Replacement Revolving Commitments thereunder by borrowing, prepaying and without further action reborrowing the Replacement Revolving Loans in whole or in part, all in accordance with the terms and conditions hereof. The Replacement Revolving Loans under any Replacement Revolving Facility of the Canadian Borrower may be made from time to time by way of (i) BA Loans or Canadian Prime Rate Loans, in Canadian Dollars only or (ii) Eurodollar Loans or Base Rate Loans, in Dollars only, as determined by the parties hereto be deemed converted into Loans under this Agreement Canadian Borrower and notified to the Administrative Agent and the Canadian Administrative Agent in accordance with Sections 3.2 and 4.3, provided that no Replacement Revolving Loan shall be included in made as a BA Loan or a Eurodollar Loan after the calculations as of day that is one month prior to the Fourth Restatement Revolving Termination Date of “Aggregate for such Replacement Revolving Exposure” and “Revolving ExposureFacility.” All liabilities of the Loan Parties with respect to such Loans shall constitute Obligations and it is the intention of the Loan Parties that such Obligations shall continue to be secured by Collateral Documents.
Appears in 1 contract
Sources: Credit Agreement (Cedar Fair L P)
Revolving Commitments. (a) Subject to the terms and conditions set forth herein, (a) each U.S. Lender agrees to make U.S. Revolving Loans to the U.S. Borrowers denominated in dollars Borrower from time to time during the Availability Period, and Period in an aggregate principal amount that will not result in (bi) each Canadian Lender agrees to make Canadian such Lender’s Revolving Loans to the Canadian Borrowers denominated in either dollars or Canadian Dollars from time to time during the Availability Period, so long asExposure exceeding such Lender’s Revolving Commitment, in each case after giving effect thereto:
at such time, (iii) the aggregate Revolving Exposure exceeding the aggregate Revolving Commitments, in each case at such time or (iii) the aggregate U.S. Revolving Exposure at such time exceeding the lesser of (A) the Revolving Commitments at such time minus the Canadian Revolving Exposure at such time and (B) (1) the U.S. Revolving Exposure, Borrowing Base at such time minus (2) the amount by which (x) the aggregate Canadian Revolving Exposure or Revolving Exposure of any Lender would not exceed at such ▇▇▇▇▇▇’s U.S. Commitment, time exceeds (y) the Canadian Commitment or Revolving Commitment, as the case may be;
(ii) U.S. Availability would not be less than zero;
(iii) Canadian Availability would not be less than zero; and
(iv) Aggregate Availability would not be less than zeroBorrowing Base at such time, subject in each case to the Administrative Agent’s authority, in its sole discretion, to make Protective Advances and Overadvances pursuant to the terms of Section 2.04 and 2.05Protective Advances pursuant to the terms of 2.21. Within the foregoing limits and subject to the terms and conditions set forth herein, each the U.S. Borrower may borrow, prepay and reborrow Revolving Loans. On All Loans made to the Fourth Restatement DateU.S. Borrower shall be made in dollars.
(b) Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans to the Canadian Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment, in each case at such time, (ii) such Lender’s Canadian Revolving Exposure exceeding such Lender’s Canadian Revolving Sub-Commitment, in each case at such time, (iii) the aggregate Revolving Exposure at such time exceeding the aggregate Revolving Commitments at such time or (iv) the aggregate Canadian Revolving Exposure at such time exceeding the lesser of
(A) the aggregate Canadian Revolving Sub-Commitments at such time and (B) (1) the Aggregate Borrowing Base at such time minus (2) the aggregate U.S. Revolving Exposure at such time. Within the foregoing limits and subject to the terms and conditions set forth herein, the Administrative Agent Canadian Borrower may borrow, prepay and reborrow Revolving Loans. All Loans made to the Canadian Borrower shall reallocate be made in U.S. dollars or terminateCanadian dollars.
(c) All Revolving Loans, as applicableOveradvances, the commitments Swingline Loans and loans Letters of Credit outstanding under the Existing Credit Agreement in accordance with on the Lenders’ respective Applicable Percentages and all loans Restatement Effective Date shall remain outstanding as of hereunder on the Fourth Restatement Date under the Existing Credit Agreement shall automatically and without further action by the parties hereto be deemed converted into Loans under this Agreement and shall be included in the calculations as of the Fourth Restatement Date of “Aggregate Revolving Exposure” and “Revolving Exposureterms set forth herein.” All liabilities of the Loan Parties with respect to such Loans shall constitute Obligations and it is the intention of the Loan Parties that such Obligations shall continue to be secured by Collateral Documents.
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Sources: Credit Agreement (Usg Corp)
Revolving Commitments. Subject to the terms and conditions set forth herein, (a) each U.S. Lender agrees to make U.S. Revolving Loans to the U.S. Borrowers denominated in dollars from time to time during the Availability Period, and (b) each Canadian Lender agrees to make Canadian Revolving Loans to the Canadian Borrowers denominated in either dollars or Canadian Dollars from time to time during the Availability Period, so long as, in each case after giving effect thereto:
(i) During the U.S. Revolving ExposureCommitment Period, Canadian Revolving Exposure or Revolving Exposure of any Lender would not exceed such ▇▇▇▇▇▇’s U.S. Commitment, Canadian Commitment or Revolving Commitment, as the case may be;
(ii) U.S. Availability would not be less than zero;
(iii) Canadian Availability would not be less than zero; and
(iv) Aggregate Availability would not be less than zero, subject to the Administrative Agent’s authority, in its sole discretion, to make Protective Advances and Overadvances pursuant to the terms of Section 2.04 and 2.05. Within the foregoing limits and subject to the terms and conditions set forth hereinhereof, each Lender severally agrees to make revolving credit loans (“U.S. Revolving Loans”) to the Borrower from time to time for the purposes hereinafter set forth; provided, however, that (i) with regard to each Lender individually, the sum of such Lender’s share of outstanding U.S. Revolving Loans plus such Lender’s LOC Commitment Percentage of LOC Obligations shall not exceed such Lender’s U.S. Revolving Commitment Percentage of the aggregate U.S. Revolving Committed Amount, and (ii) with regard to the Lenders collectively, the sum of the aggregate amount of outstanding U.S. Revolving Loans plus LOC Obligations shall not exceed the aggregate U.S. Revolving Committed Amount. For purposes hereof, the aggregate amount available under this Section 2.1(a)(i) shall be THIRTY-FIVE MILLION DOLLARS ($35,000,000) (as such aggregate maximum amount may be reduced or increased from time to time as provided in Section 2.5, the “U.S Revolving Committed Amount”). U.S. Revolving Loans may consist of Alternate Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as the Borrower may borrowrequest, prepay and reborrow Revolving Loans. On the Fourth Restatement Date, the Administrative Agent shall reallocate or terminate, as applicable, the commitments may be repaid and loans outstanding under the Existing Credit Agreement reborrowed in accordance with the Lenders’ respective Applicable Percentages provisions hereof. U.S. Revolving Loans shall all be denominated in Dollars.
(ii) During the Commitment Period, subject to the terms and all conditions hereof, each Lender severally agrees to make revolving credit loans (“Canadian Revolving Loans”) to the Borrower from time to time for the purposes hereinafter set forth; provided, however, that (i) with regard to each Lender individually, such Lender’s share of outstanding as Canadian Revolving Loans shall not exceed such Lender’s Canadian Revolving Commitment Percentage of the Fourth Restatement Date under aggregate Canadian Revolving Committed Amount, and (ii) with regard to the Existing Credit Agreement Lenders collectively, the aggregate amount of outstanding Canadian Revolving Loans shall automatically and without further action by not exceed the parties hereto be deemed converted into Loans aggregate Canadian Revolving Committed Amount. For purposes hereof, the aggregate amount available under this Agreement and Section 2.1(a)(ii) shall be included FIVE MILLION CANADIAN DOLLARS (C$5,000,000) (as such aggregate maximum amount may be reduced or increased from time to time as provided in Section 2.5, the calculations “Canadian Revolving Committed Amount”). Canadian Revolving Loans may consist of Alternate Base Rate Loans or CDOR Rate Loans, or a combination thereof, as of the Fourth Restatement Date of “Aggregate Borrower may request, and may be repaid and reborrowed in accordance with the provisions hereof. Canadian Revolving Exposure” and “Revolving Exposure.” All liabilities of the Loan Parties with respect to such Loans shall constitute Obligations and it is the intention of the Loan Parties that such Obligations shall continue to all be secured by Collateral Documentsdenominated in Canadian Dollars.
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