Revolving Credit Commitment Fee. The Borrower shall pay to the Administrative Agent for the ratable account of the Lenders in accordance with their Percentages a commitment fee at the rate per annum equal to the Applicable Margin (computed on the basis of a year of 360 days and the actual number of days elapsed) times the daily amount by which the aggregate Revolving Credit Commitments exceeds the principal amount of Revolving Loans and L/C Obligations then outstanding. Such commitment fee shall be payable quarterly in arrears on the last day of each March, June, September, and December in each year (commencing on the first such date occurring after the Closing Date) and on the Revolving Credit Termination Date, unless the Revolving Credit Commitments are terminated in whole on an earlier date, in which event the commitment fee for the period to the date of such termination in whole shall be paid on the date of such termination. Swing Loans shall not constitute usage of the Revolving Credit Commitment for purposes of calculating the Revolving Credit Commitment Fee.
Access and Resource Commitment. Service Provider shall # make commercially reasonable efforts to maintain current staffing and resource levels, except as expressly authorized by Owners with respect to transferred responsibilities and the process described in Section 4.1(e) (Staffing and Resource Assessment); # maintain Owners’ access to on-Site and off-Site facilities, construction equipment, temporary construction facilities and systems, and materials to support continuation of work on the Project and the transition of Project Controls to Owners; and # to the extent required under [Section 4.1(f)], maintain and provide Owners access to Service Provider’s IT network (on-Site and off-Site) in order to support continuation of work on the Project and transition of Project Controls to Owners. Owners agree to comply with Service Provider’s applicable Westinghouse policies required for infrastructure access and end use any time Owners access Service Provider’s IT network, provided that Service Provider will provide a copy of such policies to Owners on a timetable that supports Owners’ access. Service Provider warrants that it will not apply such policies to Owners in a manner that will unreasonably inhibit Owners’ access to Service Provider’s IT network as contemplated under this Agreement, or cause Service Provider to fail to provide the access otherwise required under this Agreement. Service Provider shall not amend any such policies in a manner that will unreasonably inhibit Owners’ access to Service Provider’s IT network as contemplated under this Agreement or cause Service Provider to fail to provide the access otherwise required under this Agreement.
Ownership Limitation; Commitment Amount. At the request of [[Organization B:Organization]], [[Organization A:Organization]] will inform [[Organization B:Organization]] in writing (which may be by e-mail) of the number of Common Shares [[Organization A:Organization]] currently beneficially owns. At the request of [[Organization A:Organization]], [[Organization B:Organization]] shall promptly confirm in writing (which may be by e-mail) to [[Organization A:Organization]] the number of Common Shares then outstanding. Notwithstanding anything to the contrary contained in this Agreement, [[Organization A:Organization]] shall not be obligated to purchase or acquire, and shall not purchase or acquire, any Shares under this Agreement which, when aggregated with all other Common Shares beneficially owned by [[Organization A:Organization]] and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by [[Organization A:Organization]] and its affiliates (on an aggregated basis) to exceed 4.99% of the then outstanding voting power or number of Common Shares (the “Ownership Limitation”). In connection with each Purchase Notice, any portion of Shares requested to be purchased in such Purchase Notice that would # cause [[Organization A:Organization]] to exceed the Ownership Limitation or # cause the aggregate number of Shares issued and sold to [[Organization A:Organization]] hereunder to exceed the Commitment Amount shall automatically be withdrawn with no further action required by [[Organization B:Organization]] or [[Organization A:Organization]], and such Purchase Notice shall be deemed automatically modified to reduce the number of Shares requested to be purchased by an amount equal to such withdrawn portion; provided that in the event of any such automatic withdrawal and automatic modification, [[Organization A:Organization]] will promptly notify [[Organization B:Organization]] of such event, including the number of Shares affected by such withdrawal or modification.
Subject to the terms and conditions set forth herein, # L/C Issuer agrees, in reliance upon the agreements of Revolving Credit Lenders set forth in this Section 2.3, # from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of Borrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection # below, and # to honor drawings under the Letters of Credit; and # Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of Borrower and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, # the Revolving Credit Exposure of all Revolving Credit Lenders shall not exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit Lenders, # the Revolving Credit Exposure of any Revolving Credit Lender shall
Reductions in Aggregate Commitment. The Borrowers may permanently reduce the Aggregate Commitment in whole, or in a minimum aggregate amount of $25,000,000 and in integral multiples of $1,000,000 if in excess thereof (or the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), ratably among [[Organization B:Organization]], upon at least three Business Days written notice to the Agent, which notice shall specify the amount of any such reduction, provided, however, that the amount of the Aggregate Commitment may not be reduced below the aggregate principal Dollar Amount of the outstanding Advances. All accrued Commitment Fees shall be payable on the effective date of any termination of the obligations of [[Organization B:Organization]] to make Loans hereunder and on the final date upon which all Loans are repaid hereunder. The Aggregate Commitment once reduced as provided in this [Section 2.6(b)] may only be reinstated as specifically provided in [Section 2.6(c)] below. If # any Lender notifies the Company in accordance with [Section 3.5(d) or (ii)])] a Borrower reasonably determines that it is or will be required to make any additional payment to any Lender under Sections 3.1 or 3.2, then the Company may, at any time thereafter (provided that no Default or Unmatured Default then exists and no satisfactory solution has been reached pursuant to Section 3.6) and by not less than five Business Days prior written notice to the Agent, cancel such Lenders Commitment, whereupon such Lender shall cease to be obliged to make further Loans hereunder and its Commitment shall be reduced to zero. Upon termination of such Lenders Commitment, each applicable Borrower shall, subject to the last sentence of this [Section 2.6(b)], pay all outstanding Obligations owing to such Lender. Any notice of cancellation given pursuant to this [Section 2.6(b)] shall be irrevocable and shall specify the date upon which such cancellation is to take effect. Notwithstanding any such cancellation, the obligations of the Company under Sections 3.1, 3.2 and 10.6 shall survive any such cancellation and be enforceable by such Lender. In any case described in clauses (b)(i) through (b)(iii) above in which the Company has the right to cancel a Lenders Commitment, the Company may, in connection with such cancellation, arrange for a sale (at par) of such Commitment and all outstanding Loans held by such Lender pursuant to the terms of Section 13.3 and such Lender will promptly enter into any such sale arranged by the Company.
Increase in Aggregate Commitment. (i) The Company may at any time propose that the Aggregate Commitment be increased (the amount of such increase being a Commitment Increase), effective as at a date prior to the Termination Date and at least 15 days after the Company proposes any such increase to the Agent in writing (an Increase Date) as to which agreement is to be reached by an earlier date specified in such notice (a Commitment Date); provided, however, that # the Company may not propose more than two Commitment Increases in any calendar year, # the Company may not propose more than five Commitment Increases pursuant to this Agreement, # the minimum proposed Commitment Increase per notice shall be $10,000,000, # in no event shall the Aggregate Commitment hereunder at any time exceed $4,500,000,000, and # no Default or Unmatured Default shall have occurred and be continuing on such Increase Date. The Agent shall notify [[Organization B:Organization]] thereof promptly upon its receipt of any such notice. The Agent agrees that it will cooperate with the Company in discussions with [[Organization B:Organization]] and other lending institutions with a view to arranging the proposed Commitment Increase through the increase of the Commitments of one or more of [[Organization B:Organization]] (each such Lender that is willing to increase its Commitment hereunder being an Increasing Lender) and/or through Commitments provided by one or more Assuming [[Organization B:Organization]]; provided, however, that it shall be in each Lenders sole discretion whether to increase its Commitment hereunder in connection with the proposed Commitment Increase; and provided further that the minimum Commitment of each Assuming Lender that becomes a party to this Agreement pursuant to this [Section 2.6(c)] shall be at least equal to $10,000,000. If agreement is reached on or prior to the applicable Commitment Date with any Increasing [[Organization B:Organization]] and Assuming [[Organization B:Organization]] as to a Commitment Increase (which may be less than but not greater than specified in the applicable notice from the Company), such agreement to be evidenced by a notice in reasonable detail from the Company to the Agent on or prior to the applicable Commitment Date, such Assuming [[Organization B:Organization]], if any, shall become [[Organization B:Organization]] hereunder as of the applicable Increase Date and the Commitments of such Increasing [[Organization B:Organization]] and such Assuming [[Organization B:Organization]] shall become or be, as the case may be, as of the Increase Date, the amounts specified in such notice; provided that:
Application of Commitment Reductions; Payment of Fees. The Administrative Agent will promptly notify the of any termination or reduction of the unused portions of the Letter of Credit Sublimit, the unused Revolving Credit Commitments or the unused Term Loan Commitments under this [Section 2.06]. Upon any reduction of unused Revolving Credit Commitments or unused Term Loan Commitments, the Revolving Credit Commitments or Term Loan Commitments, as applicable, of each shall be reduced by such ’s Pro Rata Share of the amount by which the applicable Facility is reduced. Optional reductions of the unused Revolving Credit Commitments shall be made on a pro rata basis among the outstanding Tranches of Revolving Credit Commitments. All Commitment Fees accrued until the effective date of any termination of the Total Revolving Credit Commitments shall be paid on the effective date of such termination.
Conditions Precedent to Effectiveness of Commitment Extension. Subject to the satisfaction of the following conditions, the Commitment Extension shall be effective as of the Extension Date:
Voluntary Termination of the Total Revolving Commitment. Upon at least three Business Days’ prior irrevocable written notice (or telephonic notice confirmed in writing) to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right to terminate in whole the Total Revolving Commitment, provided that # all outstanding Revolving Loans and Unreimbursed Drawings are contemporaneously prepaid in accordance with [Section 2.13] and # either there are no outstanding Letters of Credit or the Borrower shall contemporaneously cause all outstanding Letters of Credit to be surrendered for cancellation (any such Letters of Credit to be replaced by letters of credit issued by other financial institutions reasonably acceptable to each LC Issuer and the Revolving Lenders), provided further, that a notice of termination of the Total Revolving Commitment may state that such notice is conditioned on the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
Increase to 2019 Aggregate Revolving Loan Commitment. Pursuant to [Section 2.23] of the Credit Agreement, the Company has requested an increase in the Aggregate 2019 Revolving Loan Commitment from $458,681,553.11 to $465,332,038.55, upon the effectiveness hereof. In connection with such requested Commitment Increase, the Company, the Administrative Agent and BNP Paribas (the Accepting Lender) hereby agree that upon the effectiveness hereof, the 2019 Revolving Loan Commitment of the Accepting Lender under the Credit Agreement shall be increased from $43,349,514.56 to $50,000,000. The Required Lenders hereby agree to waive the minimum amount and multiples requirements set forth in [Section 2.23(B)] of the Credit Agreement, and also agree that this Amendment shall be delivered in substitution for any Increase Notice and Commitment and Acceptance required by [Section 2.23] of the Credit Agreement (after giving effect to this Amendment).
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