Common use of Tranche A Commitments Clause in Contracts

Tranche A Commitments. The Borrower may at any time and from time to time (but not more than sixty (60) days nor less than thirty (30) days prior to the then existing Scheduled Tranche A Commitment Termination Date, and in no event on or after the Tranche A Term-out Notice Date) request in writing that the Tranche A Lenders consent (the decision so to agree to be within the sole and absolute discretion of each Tranche A Lender) to extend the Scheduled Tranche A Commitment Termination Date by giving written notice thereof to the Administrative Agent (each a “Tranche A Commitment Extension Request”). Upon receipt of each such Tranche A Commitment Extension Request, the Administrative Agent shall promptly send each Tranche A Lender a copy thereof. Any Tranche A Lender that shall not have consented or responded to such Tranche A Commitment Extension Request by the Tranche A Commitment Extension Response Date therefor shall be deemed to be a “Non-Extending Tranche A Lender”, and any Tranche A Lender that shall have consented to such Tranche A Commitment Extension Request but with a Tranche A Commitment that is less than its existing Tranche A Commitment shall be deemed to be a Non-Extending Tranche A Lender to the extent of the excess of its existing Tranche A Commitment minus its Tranche A Commitment as to be extended. With respect to the Non-Extending Tranche A Lenders, the Borrower shall have the option, expiring on the applicable Tranche A Commitment Extension First Offer Expiration Date, to offer to the Lender serving as the Administrative Agent the right to assume some or all of the Tranche A Commitments (and to purchase the corresponding Tranche A Loans) thereof and, to the extent such Lender shall have failed to accept such offer on or prior to the applicable Tranche A Commitment Extension Final Offer Expiration Date, to offer to any one or more of the other Lenders or, with the consent of the Administrative Agent (not to be unreasonably withheld, conditioned or delayed) any one or more other Persons, the right to assume some or all of such Tranche A Commitments (and to purchase the corresponding Tranche A Loans) which the Lender serving as the Administrative Agent shall not have agreed to assume (and purchase). In the event and to the extent any such Lender or other Person shall have so agreed to assume such Tranche A Commitments (and to purchase such corresponding Tranche A Loans), the Borrower shall have the right to direct such Non-Extending Tranche A Lender to delegate its Tranche A Commitment, or portion thereof (and sell its corresponding Tranche A Loans) to such Lender or other Person, as the case may be (each such Lender or other Person, a “Replacement Tranche A Lender”). To the extent practicable, the Borrower, each Non-Extending Tranche A Lender, and each Replacement Tranche A Lender shall cooperate to sell or assign such Non-Extending Tranche A Lender’s LIBOR Loans on the last day of the Interest Period therefor. In no event shall the then existing Scheduled Tranche A Commitment Termination Date be so extended unless immediately before and after giving effect thereto, (i) the representations and warranties of the Borrower set forth in each Loan Document to which it is a party shall be true and correct in all respects on and as of the date of such extension (or, if any such representation and warranty is expressly stated to have been made as of a specific earlier date, as of such specific date), (ii) no Default shall have occurred and be continuing and (iii) all conditions precedent, if any, thereto shall have been satisfied (including delivery of such certificates, legal opinions and other documents as the Administrative Agent shall reasonably require in connection therewith). On the then existing Scheduled Tranche A Commitment Termination Date, provided that the Borrower shall not have delivered to the Administrative Agent a Tranche A Term-out Election Notice having a Tranche A Term-out Election Date that is on or prior to the then existing Scheduled Tranche A Commitment Termination Date, such then existing Scheduled Tranche A Commitment Termination Date shall, with respect to each Tranche A Lender that is not a Non-Extending Tranche A Lender and with respect to each Replacement Tranche A Lender, be extended to the date that is 364 days (or such fewer number of days as the Borrower may have specified in the related Tranche A Commitment Extension Request) thereafter (or, if such date is not a Business Day, to the immediately preceding Business Day), provided that (i) no such extension shall be effective with respect to any Non-Extending Tranche A Lender, and (ii) the Borrower shall have paid to the Administrative Agent for the account of each Non-Extending Tranche A Lender an amount equal to the outstanding principal balance of all Tranche A Loans (to the extent not assigned or purchased pursuant to the terms hereof) owing by the Borrower to such Non-Extending Tranche A Lender, together with all accrued and unpaid interest thereon and all other amounts owing (including any payments required by Section 3.7, and whether or not then due) by the Borrower to such Non-Extending Tranche A Lender (which shall not be subject to the sharing provisions of Section 2.6).

Tranche A Commitments. The Borrower may at any time (i) Subject to the terms and conditions and relying on the representations and warranties set forth herein, the Tranche A Fronting Bank shall, from time to time (but not more than sixty (60) days nor less than thirty (30) days prior to the then existing Scheduled Tranche A Commitment Termination Date, and in no event on or after the date hereof and until the earlier of the Tranche A TermMaturity Date and the termination of the Tranche A Funding Amounts, make one or more Tranche A Loans to the Borrower in an aggregate principal amount that will not result in the total Tranche A Exposures exceeding the lesser of the balance of the Tranche A Credit-out Notice DateLinked Deposit Account (excluding any portion of the Tranche A Credit-Linked Deposit Account attributable to interest) request in writing that or the total Tranche A Funding Amounts. The Tranche A Fronting Bank shall have the option, but not the obligation, to fund Tranche A Loans on behalf of the Tranche A Lenders consent (the decision so to agree to be within the sole and absolute discretion of each Tranche A Lender) to extend the Scheduled Tranche A Commitment Termination Date by giving written notice thereof to the Administrative Agent (each a “Tranche A Commitment Extension Request”). Upon receipt of each such Tranche A Commitment Extension Request, the Administrative Agent shall promptly send each Tranche A Lender a copy thereof. Any Tranche A Lender that shall not have consented or responded to such Tranche A Commitment Extension Request by directly from the Tranche A Commitment Extension Response Date therefor shall be deemed Credit-Linked Deposit Account in lieu of funding such loans on a fronted basis. Within the foregoing limits and subject to be a “Non-Extending the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Tranche A Lender”, and any Tranche A Lender that shall have consented to such Tranche A Commitment Extension Request but with Loans. (ii) By the making of a Tranche A Commitment that is less than its existing Loan, and without any further action on the part of the Tranche A Commitment shall be deemed to be a Non-Extending Tranche A Lender to Fronting Bank or the extent of the excess of its existing Tranche A Commitment minus its Tranche A Commitment as to be extended. With respect to the Non-Extending Tranche A Lenders, the Borrower shall have the option, expiring on the applicable Tranche A Commitment Extension First Offer Expiration Date, Fronting Bank hereby grants to offer to the Lender serving as the Administrative Agent the right to assume some or all of the Tranche A Commitments (and to purchase the corresponding Tranche A Loans) thereof and, to the extent such Lender shall have failed to accept such offer on or prior to the applicable Tranche A Commitment Extension Final Offer Expiration Date, to offer to any one or more of the other Lenders or, with the consent of the Administrative Agent (not to be unreasonably withheld, conditioned or delayed) any one or more other Persons, the right to assume some or all of such Tranche A Commitments (and to purchase the corresponding Tranche A Loans) which the Lender serving as the Administrative Agent shall not have agreed to assume (and purchase). In the event and to the extent any such Lender or other Person shall have so agreed to assume such Tranche A Commitments (and to purchase such corresponding Tranche A Loans), the Borrower shall have the right to direct such Non-Extending Tranche A Lender to delegate its Tranche A Commitment, or portion thereof (and sell its corresponding Tranche A Loans) to such Lender or other Person, as the case may be (each such Lender or other Person, a “Replacement Tranche A Lender”). To the extent practicable, the Borrower, each Non-Extending Tranche A Lender, and each Replacement Tranche A Lender hereby acquires from the Tranche A Fronting Bank, a participation in such Loan equal to such Lender’s Tranche A Pro Rata Percentage of the principal amount thereof. Each Tranche A Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Tranche A Loans is absolute and unconditional and shall cooperate not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Tranche A Funding Amounts. (iii) In consideration and in furtherance of the foregoing, each Tranche A Lender hereby absolutely and unconditionally authorizes and directs the Administrative Agent to sell withdraw from the Tranche A Credit-Linked Deposit Account (and debit such Lender’s Tranche A Credit-Linked Sub-Account in the amount of) such Lender’s Tranche A Pro Rata Percentage of the principal amount of each Tranche A Loan not paid when due (whether at stated maturity, acceleration or assign such Non-Extending otherwise), or of any payment of principal of any Tranche A Loan required to be refunded to the Borrower for any reason (it being understood and agreed that each Tranche A Lender’s LIBOR Loans on the last day obligations in respect of the Interest Period therefor. In no event shall the then existing Scheduled Tranche A Commitment Termination Date be so extended unless immediately before and after giving effect thereto, (i) the representations and warranties of the Borrower set forth participations in each Loan Document to which it is a party shall be true and correct in all respects on and as of the date of such extension (or, if any such representation and warranty is expressly stated to have been made as of a specific earlier date, as of such specific date), (ii) no Default shall have occurred and be continuing and (iii) all conditions precedent, if any, thereto shall have been satisfied (including delivery of such certificates, legal opinions and other documents as the Administrative Agent shall reasonably require in connection therewith). On the then existing Scheduled Tranche A Commitment Termination Date, provided that the Borrower shall not have delivered to the Administrative Agent a Tranche A Term-out Election Notice having a Tranche A Term-out Election Date that is on or prior to the then existing Scheduled Tranche A Commitment Termination Date, such then existing Scheduled Tranche A Commitment Termination Date shall, with respect to each Tranche A Lender that is not a Non-Extending Tranche A Lender and with respect to each Replacement Tranche A Lender, be extended to the date that is 364 days (or such fewer number of days as the Borrower may have specified in the related Tranche A Commitment Extension Request) thereafter (or, if such date is not a Business Day, to the immediately preceding Business Day), provided that (i) no such extension shall be effective with respect to any Non-Extending Tranche A Lender, and (ii) the Borrower shall have paid to the Administrative Agent for the account of each Non-Extending Tranche A Lender an amount equal to the outstanding principal balance of all Tranche A Loans (to the extent not assigned or purchased pursuant to the terms hereof) owing by the Borrower to shall be payable solely from, and limited to, such Non-Extending Lender’s Tranche A Lender, together with all accrued and unpaid interest thereon and all other amounts owing (including any payments required by Section 3.7, and whether or not then due) by the Borrower to such NonCredit-Extending Tranche A Lender (which shall not be subject to the sharing provisions of Section 2.6Linked Deposit).