Common use of Expansion Option Clause in Contracts

Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit Commitments in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.15. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 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 an Authorized Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date as to the organizational 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 Credit Commitments, (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 if the deemed payment occurs other than on the last day of the related LIBOR Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder.

Appears in 4 contracts

Sources: Revolving Credit Agreement (ITC Holdings Corp.), Revolving Credit Agreement (ITC Holdings Corp.), Revolving Credit Agreement (ITC Holdings Corp.)

Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit Commitments (but not, for the avoidance of doubt, the Swingline Commitment) in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer Issuer, the Swingline Lender and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.15. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increaseincrease and immediately prior to giving effect to any such increase and the addition of any Augmenting Lenders to this Agreement, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 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 an Authorized Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date as to the organizational 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 Credit Commitments, (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 if the deemed payment occurs other than on the last day of the related LIBOR Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder.

Appears in 4 contracts

Sources: Revolving Credit Agreement (ITC Holdings Corp.), Revolving Credit Agreement (ITC Holdings Corp.), Revolving Credit Agreement (ITC Holdings Corp.)

Expansion Option. The Borrower may from time to time elect to increase Provided no Default exists beyond applicable notice and cure periods and the Revolving Credit Commitments Lease is in minimum increments of $25,000,000 full force and effect, provided Tenant (or such lesser amount as an Affiliate) is leasing and occupying the Administrative Agent may agree) so long asentire Relocation Premises, after by giving effect theretoLandlord written notice, if at all, on or before July 1, 2021, subject to existing rights of other tenants of the aggregate amount of such increases does not exceed $50,000,000. The Borrower may arrange for any such increase Building listed on Schedule 1 attached hereto, Tenant shall have the option to be provided by one or more Lenders expand the Premises (each Lender so agreeing to an increase in its Revolving Credit Commitment, an the Increasing LenderExpansion Option”), or as provided herein. Tenant may exercise the Expansion Option, if at all, by one or more new banksgiving Landlord timely written notice (“Expansion Notice”). If Tenant exercises the Expansion Option, financial institutions or other entities the “Expansion Space” shall be Suite 1822 containing 1,801 rentable square feet, Suite 1810 containing approximately 9,132 rentable square feet, and Suite 1801 containing approximately 2,629 rentable square feet. The Expansion Space is shown on Exhibit C-1 attached hereto and made a part hereof. In the event that Tenant timely exercises the Expansion Option, then (each such new bank, financial institution or other entity, a) Landlord shall tender possession of the Expansion Space to Tenant in an “Augmenting Lender”; provided as-is, where is” condition so that no Ineligible Institution Tenant may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer and the Administrative Agent and (ii) (x) perform any Tenant Work in the case of an Increasing LenderExpansion Space on or before April 1, 2022 (the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.15. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a“Expansion Delivery Date”) and (b) effective as of Section 6.2 July 1, 2022, subject to extension on a day by day basis for each day of Landlord Delay [for purposes of this reference to Landlord Delay, Delivery Date shall be satisfied or waived by replaced with the Required Lenders Expansion Delivery Date and Relocation Premises shall be replaced with Expansion Space] (the “Expansion Space Commencement Date”), the Expansion Space shall be added to, and constitute part of, the “Premises” leased hereunder, and the Administrative Agent same shall have received a certificate be leased upon and subject to that effect dated such date the same terms, provisions and executed by an Authorized Officer conditions as are applicable to the other portions of the Borrower Premises for the remainder of the Term of the Lease, except that Base Rent, rent abatement, and (B) concessions for the Borrower Expansion Space shall be in compliance with at the covenant contained in Section 9.3 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date as to the organizational 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 Credit CommitmentsCurrent Market Rate, (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, determined in accordance with the requirements procedure set forth above in this Amendment. Promptly after Tenant exercises the Expansion Option and the parties determine the Current Market Rate, Landlord and Tenant shall execute an amendment to the Lease confirming the increase in the square footage of Section 2.9the Premises and all matters incident thereto (such as an increase in Tenant’s Pro Rata Share and Base Rent and a workletter to address payment of the construction allowance, if any); however, the failure of the parties to timely execute such amendment shall not defer the Expansion Space Commencement Date or otherwise invalidate this Lease or affect the parties’ rights or obligations hereunder. In the event demising work is necessary to accommodate Tenant’s exercise of its Expansion Option, then Landlord shall build a Building standard multi-tenant corridor (including without limitation construction of a demising wall and separation of the corridor from electrical, fire/life safety, HVAC, and other systems serving the Premises). The deemed payments made Such demising work shall be at Tenant’s expense, provided that Tenant may use the construction allowance to pay for such work. Furthermore, Tenant (and not Landlord) shall be responsible for drywall and finish on the side of the corridor located within the Premises. In no event shall Landlord be obligated to pay a commission with respect to any space leased by Tenant under this Section other than pursuant to clause (ii) a written commission agreement with Tenant’s designated broker who is actively involved in negotiations on Tenant’s behalf at the time and Tenant and Landlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any other broker or agent claiming the same by, through, or under the indemnifying party. Tenant’s rights under this Section are personal to the above-named Tenant, its Affiliates, and any successor Tenant after any Business Transfer in accordance with Section 11.04 of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 if the deemed payment occurs other than on the last day of the related LIBOR Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunderLease.

Appears in 3 contracts

Sources: Office Lease Agreement, Office Lease Agreement (Xeris Pharmaceuticals Inc), Office Lease Agreement (Xeris Pharmaceuticals Inc)

Expansion Option. The Borrower may from time 8.1. Subject to time elect to increase the Revolving Credit Commitments in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.15. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs this Article 8 and the availability of the Expansion Space (as defined below), Tenant shall have the right, but not the obligation, to expand the Premises (the “Expansion Option”) to include the spaces known as Suite 220B and 220C, as such space is more particularly shown on the floor plan attached hereto as Exhibit C (the “Expansion Space”). 8.2. Landlord shall notify Tenant in writing if the Expansion Space becomes available. Tenant may exercise the Expansion Option by providing Landlord, no later than fifteen (15) days after Landlord’s notice, with written notice that Tenant has elected to exercise the Expansion Option. Within ten (10) days after exercising the Expansion Option, Tenant and Landlord shall enter into a written amendment to the Lease (the “Amendment”). which amendment shall provide, unless otherwise agreed in writing, (a) and the commencement date of the Expansion Space, (b) of Section 6.2 that the Premises under this Lease shall be satisfied increased to include the rentable square feet of the Expansion Space, (c) the new Base Rent, with the Expansion Space increasing Base Rent at the then-current rental rate per square foot under the Lease, (d) Tenant’s new Pro Rata Share of Operating Expenses based upon the addition of the Expansion Space to the Premises and (e) the proportionate increase to the Security Deposit (which increase shall be payable to Landlord upon execution of the Amendment). In all other respects, the Lease, as amended by this Amendment, shall remain in full force and effect. 8.3. Notwithstanding anything in this Article to the contrary, Tenant shall not exercise the Expansion Option during such period of time that Tenant is in default under any provision of this Lease. Any attempted exercise of the Expansion Option during a period of time in which Tenant is so in default shall be void and of no effect. In addition, Tenant shall not be entitled to exercise the Expansion Option if Landlord has given Tenant three (3) or waived by more notices of default under the Required Lenders and Lease, whether or not the Administrative Agent defaults are cured. 8.4. If Tenant properly exercises its Expansion Option, Tenant shall have received a certificate the right to that effect dated such date and executed by an Authorized Officer of terminate the Borrower and (B) the Borrower shall be in compliance Lease with the covenant contained in Section 9.3 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date as respect to the organizational 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 Credit Commitments, (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all Premises known as Suite 216 (except for those provisions that, by their express terms, survive the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as expiration or earlier termination of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9Lease). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 if the deemed payment occurs other than on the last day of the related LIBOR Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder.

Appears in 3 contracts

Sources: Lease (Tocagen Inc), Lease (Tocagen Inc), Lease (Tocagen Inc)

Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit Commitments in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, the Swingline Lender, each Letter of Credit Issuer and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.15. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 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 an a Authorized Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date as to the organizational 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 Credit Commitments, (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 if the deemed payment occurs other than on the last day of the related LIBOR Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder.

Appears in 3 contracts

Sources: Revolving Credit Agreement (ITC Holdings Corp.), Revolving Credit Agreement (ITC Holdings Corp.), Revolving Credit Agreement (ITC Holdings Corp.)

Expansion Option. 44.1 Subject to the conditions set forth in this Article 44, Tenant shall have the right, but not the obligation, to expand the Premises (the “Expansion Option”) to include space in the basement or on the first floor of the Building (the “Potential Expansion Area”). The Borrower portion of the Potential Expansion Area added to the Premises by exercise of the Expansion Option shall herein be referred to as the “Expansion Premises”. 44.2 Tenant may from exercise its Expansion Option under this Article 44 for any portion of the Potential Expansion Area that remains Available Space by providing Landlord with written notice (the “Expansion Option Exercise Notice”) that Tenant has elected to exercise its Expansion Option for such space. A portion of the space in the Building shall be deemed “Available Space” if such portion is vacant and Tenant has not received a Notice of Offer in accordance with Article 43 with respect to such portion. 44.3 Tenant acknowledges that Landlord shall have the right at any time in its sole and absolute discretion to make improvements in addition to the Core and Shell Work to any portion of the Potential Expansion Area for which Tenant has not exercised its Expansion Option such that such portion of the Potential Expansion Area will be ready for tenant occupancy (even if such portion of the Potential Expansion Area will not be suitable for Tenant’s use) (such improvements, “Spec Improvements”). If Landlord intends to make Spec Improvements to any portion of the Potential Expansion Area, then Landlord shall endeavor to provide written notice to Tenant when Landlord applies for a building permit for the Spec Improvements, which notice shall state Landlord’s intent to complete such Spec Improvements in such portion of the Potential Expansion Area (such portion of the Potential Expansion Area that is described in a Spec Space Notice (as defined below) as the portion that will be so improved, a “Spec Space Area”), and specify the general nature of the Spec Improvements and the Spec Space Area (such notice, a “Spec Space Notice”). If Tenant desires to lease less than all of the Spec Space Area, then the Expansion Premises shall be determined in accordance with Section 44.4, and such Spec Space Area shall be the Expansion Premises hereunder. If Tenant delivers an Expansion Option Exercise Notice with respect to any Spec Space Area before Landlord commences the Spec Improvements in such Spec Space Area, then, in its Expansion Option Exercise Notice, Tenant may clearly and explicitly notify Landlord that Tenant does not desire Landlord to complete the Spec Improvements (a “Non-Spec Election”), and if Tenant timely provides such notice to Landlord, then Landlord shall not perform the Spec Improvements in such Spec Space Area, and instead the improvement of such Spec Space shall be governed by Section 44.5. If Tenant does not make a Non-Spec Election in Tenant’s Expansion Option Exercise Notice, then Landlord shall perform the Spec Improvements in such Spec Space Area (a “Leased Spec Area”), and shall not be required to perform any improvements in addition to the Core and Shell Work and the Spec Improvements, and Tenant shall not be entitled to any TI Allowance for the Leased Spec Area. 44.4 If Tenant exercises its Expansion Option in accordance with Section 44.2 hereof with respect to: (a) any Spec Space Area, then Tenant shall, in its Expansion Option Exercise Notice, specify the number of square feet of Rentable Area of Spec Space Area that Tenant requires. It Tenant requests less than the entire Rentable Area of Spec Space Area in its Expansion Option Exercise Notice, then Landlord shall subsequently designate as the Expansion Premises a portion of such Spec Space Area, reasonably suitable for leasing and comprised of a number of square feet of Rentable Area that is approximately the same as the number of square feet of Rentable Area that is specified by Tenant in its Expansion Option Exercise Notice, but only if there is Spec Space Area that meets each of the following requirements: (i) The Rentable Area of such space is approximately the same as the Rentable Area designated by Tenant in its Expansion Option Exercise Notice; and (ii) Landlord can separately demise such space in a reasonable manner so that (i) such space and (ii) the remaining space located on such floor of the Building (if any) are of a commercially reasonable and marketable configuration and are suitable for leasing, including having access to the common areas on the applicable floor (in the case of (ii) above, without reducing the rent per square foot that such remaining space would be expected to attain on the open market). (b) any portion of the Potential Expansion Area for which Landlord has not delivered a Spec Space Notice and which is Available Space (“Available Non-Spec Space”), then Tenant shall, in its Expansion Option Exercise Notice, specify the number of square feet of Rentable Area of Available Non-Spec Space that Tenant requires. Landlord shall subsequently designate as the Expansion Premises a portion of the Potential Expansion Area that is Available Non-Spec Space, reasonably suitable for leasing and comprised of a number of square feet of Rentable Area that is approximately the same as the number of square feet of Rentable Area that is specified by Tenant in its Expansion Option Exercise Notice, but only if there is Potential Expansion Area that meets each of the following requirements: (i) The Rentable Area of such space is approximately the same as the Rentable Area designated by Tenant in its Expansion Option Exercise Notice; (ii) Landlord can separately demise such space in a reasonable manner so that (i) such space and (ii) the remaining space located on such floor of the Building (if any) are of a commercially reasonable and marketable configuration and are suitable for leasing, including having access to the common areas on the applicable floor (in the case of (ii) above, without reducing the rent per square foot that such remaining space would be expected to attain on the open market); (iii) Such space is Available Non-Spec Space; and (iv) Landlord has not delivered a Spec Space Notice with respect to such space. Tenant shall pay all costs and expenses of separately demising the Expansion Premises. 44.5 In the event Tenant exercises its Expansion Option in accordance with the terms of this Article 44 with respect to Available Non-Spec Space or any Spec Space Area for which Tenant has made a Non-Spec Election, Tenant may, by providing written notice to Landlord at any time elect during the twelve (12) month period (the “Expansion Tenant Improvement Election Period”) immediately following the later of the date of the Expansion Option Exercise Notice provided by Tenant to increase Landlord for such space or Substantial Completion of the Revolving Credit Commitments Core and Shell Work, request in minimum increments writing (the “Expansion Premises TI Notice”) that Landlord construct tenant improvements to such Expansion Premises in accordance with the terms of $25,000,000 Article 4 of this Lease and the Work Letter (with such modifications thereto as may reasonably be necessary to reflect that the Tenant Improvements for such Expansion Premises will be governed by this Article 44 to the extent inconsistent with Article 44); provided, however, Tenant shall deliver its Draft Plans for the Expansion Premises Tenant Improvements to Landlord within sixty (60) days after Tenant provides its Expansion Premises TI Notice for such Expansion Premises to Landlord; provided, further, that the TI Allowance for such Expansion Premises shall be treated separately for such Expansion Premises and determined based on the rentable square footage of the Expansion Premises; provided, further, that Tenant shall have until the earlier of (a) the occurrence of a Default after notice and the lapse of any applicable cure periods (which shall be the notice and cure periods specified in Article 25 and not additional notice or cure periods) or (b) the expiration of the Expansion Tenant Improvement Election Period, to expend the unused portion of any TI Allowance with respect to such Expansion Premises, after which date Landlord’s obligation to fund the TI Allowance for such Expansion Premises shall expire, and any Tenant Improvements made by Landlord to the applicable Expansion Premises after such date shall be made at Tenant’s sole cost and expense. Tenant and Landlord shall amend the Work Letter to incorporate any additional tenant improvements requested by Tenant in accordance with this Section 44.5 within ten (10) days following Tenant’s provision of such notice to Landlord. 44.6 Within ten (10) days after exercising the Expansion Option, Tenant and Landlord shall enter into a written amendment to this Lease (the “Amendment”), which Amendment shall provide, unless otherwise agreed in writing: (a) that the term commencement date for the Expansion Premises (the “Expansion Space Term Commencement Date”) shall be the later of (i) the date of Substantial Completion of the Core and Shell Work and Tenant Improvements (or Spec Improvements in lieu of Tenant Improvements for any Leased Spec Area) for the Expansion Premises or (ii) the Term Commencement Date for the initial Premises; (b) that the Premises under this Lease shall be increased to include the Expansion Premises as of the Expansion Space Term Commencement Date; (c) that the Rentable Area of the Premises shall be increased to reflect the inclusion of the Rentable Area of the Expansion Premises as of the Expansion Space Term Commencement Date; (d) the new Basic Annual Rent, with the Expansion Premises increasing the Basic Annual Rent as set forth in Section 44.8 hereof, provided, however, that if a Fair Market Rental Value determination is required in connection with such lesser amount as increase and the Administrative Agent may agree) so long as, after giving effect theretonew Basic Annual Rent is therefore not known at the time of execution of the Amendment, the aggregate Amendment shall indicate that the new Basic Annual Rent shall be determined in accordance with Section 44.8 of this Lease; (e) unless such Expansion Premises are Leased Spec Area, that Tenant shall commence paying Basic Annual Rent, and Tenant’s Share of Operating Expenses, for any Expansion Premises commencing upon the later of (i) ten (10) days following the date of the Expansion Option Exercise Notice provided by Tenant to Landlord with respect to the Expansion Premises, or (ii) eight (8) months following the the later of (A) the date of the Expansion Option Exercise Notice provided by Tenant to Landlord with respect to the Expansion Premises, or (B)the Substantial Completion of the Core and Shell Work for such Expansion Premises, or (iii) the Rent Commencement Date; (f) if such Expansion Premises are Leased Spec Area, that Tenant shall commence paying Basic Annual Rent, and Tenant’s Share of Operating Expenses, for any Expansion Premises commencing upon the later of (i) ten (10) days following the date of the Expansion Option Exercise Notice provided by Tenant to Landlord with respect to the Expansion Premises, or (ii) Substantial Completion of the Spec Improvements for the Leased Spec Area, or (iii) the Rent Commencement Date; (g) Tenant’s new Pro Rata Share of Operating Expenses based upon the addition of the Rentable Area of the Expansion Premises to the Premises; (h) the proportionate increase to the Security Deposit (which increase shall be payable to Landlord upon execution of the Amendment); and (i) the amount of such increases does not exceed $50,000,000. The Borrower may arrange the Initial TI Allowance and Additional TI Allowance (which amount shall exclude any TI Allowance for Leased Spec Space). 44.7 Landlord shall endeavor to tender possession of the Expansion Premises (with the Tenant Improvements thereto (or Spec Improvements in lieu of Tenant Improvements for any Leased Spec Area) Substantially Complete) to Tenant on or before the estimated delivery date for the Expansion Premises (the “Expansion Estimated Delivery Date”). If the Tenant Improvements (or Spec Improvements in lieu of Tenant Improvements for any Leased Spec Area) are not Substantially Complete on or before the Expansion Estimated Delivery Date for any reason whatsoever, then this Lease shall not be void or voidable, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and the Expansion Space Term Commencement Date shall not occur until Substantial Completion of the Tenant Improvements for the Expansion Premises occurs. Substantial Completion of Tenant Improvements for the Expansion Premises shall be determined separately from Substantial Completion for the remainder of the Premises. 44.8 The initial Basic Annual Rent for the Expansion Premises shall be calculated as follows: (a) Unless the Expansion Premises is Leased Spec Area: (i) if the Expansion Option is exercised from and after the Execution Date until the Term Commencement Date, then the initial Basic Annual Rent for such increase Expansion Premises shall be the rental rate per square foot of Rentable Area of the Expansion Premises set forth in Section 2.3 hereof; (ii) if the Expansion Option is exercised from and after the Teen Commencement Date until the first anniversary of the Term Commencement Date, then the initial Basic Annual Rent for such Expansion Premises shall be the Fair Market Rental Value of the Expansion Premises (not to exceed 110% of the initial Basic Annual Rent per square foot of Rentable Area set forth in Section 2.3 hereof); (iii) if the Expansion Option is exercised after the first anniversary of the Term Commencement Date, then the initial Basic Annual Rent for such Expansion Premises shall be the Fair Market Rental Value of the Expansion Premises; and (b) If the Expansion Premises is Leased Spec Space, then the initial Basic Annual Rent for such Expansion Premises shall be the Fair Market Rental Value for such space and improvements thereto with respect to such space, in which case Tenant shall not be entitled to any TI Allowance in connection with such Expansion Premises. Basic Annual Rent for the Expansion Premises shall escalate in accordance with Article 7 of this Lease. For purposes of this Article 44, the term “Fair Market Rental Value” of the Expansion Premises is the greater of (a) the rental rate per square foot of Rentable Area of the Expansion Premises set forth in Section 2.3 hereof, or (b) the rental rate, determined in accordance with this Article 44, at which tenants are leasing Comparable Space on the Expansion Space Term Commencement Date. For this purpose, “Comparable Space” shall mean office and laboratory space that is (v) not subleased, (w) not subject to another tenant’s expansion rights, (x) comparable in size, location and quality to the Expansion Premises, (y) leased for a term comparable to Tenant’s lease of the Expansion Premises and (z) located in the Building and in other comparable office and laboratory projects located in the Seattle, Washington area. In determining the rental rate of Comparable Space, the parties shall exclude brokerage commissions and shall include all escalations and take into consideration the following concessions: (i) rental abatement concessions, if any, being granted to tenants in connection with the Comparable Space and (ii) tenant improvements or allowances provided or to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitmentfor the Comparable Space, an “Increasing Lender”)taking into account the TI Allowance for, or by one or more new banksvalue of the Spec Improvements in, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitmentsthe Expansion Premises, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval . For any portion of the Borrower, each Letter of Credit Issuer Expansion Premises for which Tenant has exercised its Expansion Option Exercise Notice and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (other than the Lenders participating in the increase) shall for which Basic Annual Rent will be required for any increase in Revolving Credit Commitments pursuant to this Section 2.15. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 shall become effective determined based on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date Fair Market Rental Value of the effectiveness Expansion Premises, Landlord shall provide written notice to Tenant of Landlord’s determination of the Fair Market Rental Value (“LL FMV Notice”) within fifteen (15) business days following Landlord’s receipt of such increase, (A) Expansion Option Exercise Notice from Tenant. If Tenant disagrees with Landlord’s determination of the conditions Fair Market Rental Value of the portion of the Expansion Premises as set forth in paragraphs the LL FMV Notice, then Tenant shall provide written notice to Landlord within ten (a10) and days following Tenant’s receipt of the LL FMV Notice notifying Landlord thereof (b) of Section 6.2 shall be satisfied or waived “Tenant FMV Objection Notice”). If Tenant does not deliver its Tenant FMV Objection Notice to Landlord by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date as to the organizational 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 Credit Commitments, (i) each relevant Increasing Lender and Augmenting 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 Lenders, as being required in order to cause, after giving effect to such increase and the use end of such amounts to make payments to such other Lendersten (10) day period, each Lender’s portion then the Fair Market Rental Value of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 if the deemed payment occurs other than on the last day of the related LIBOR Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder.the

Appears in 3 contracts

Sources: Lease (NanoString Technologies Inc), Lease (NanoString Technologies Inc), Lease (NanoString Technologies Inc)

Expansion Option. (a) The Borrower may shall have the right from time to time elect after the Effective Date to increase the Revolving Credit Commitments in minimum increments of $25,000,000 request that additional term loans be made hereunder (or such lesser amount as the Administrative Agent may agree) so long as, after giving effect theretoadditional term loans, the “Incremental Term Loans”) in an aggregate amount of such increases does not exceed $50,000,000. The Borrower may arrange for any such increase to be provided exceeding €250,000,000 by causing one or more Additional Term Loan Lenders (each which may include any existing Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”), or by one or more new and any other additional banks, financial institutions or and other entities institutional lenders that are Eligible Assignees) to provide Incremental Term Loans (each such new bankincrease in the amount of Term Loans under this Agreement, financial institution or other entity, an a Augmenting LenderTerm Loan Increase; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, no Lender shall have any obligation hereunder to become an Additional Term Loan Lender and any election to do so shall be subject in the sole discretion of each Lender (and any Lender that does not advise the Borrower of its election to the approval of the Borrowerbecome an Additional Term Loan Lender hereunder shall be deemed to have rejected such request), each Letter of Credit Issuer and the Administrative Agent and (ii) each Term Loan Increase shall be in an aggregate amount for all Additional Term Loan Lenders of at least €25,000,000, and (xiii) in any Additional Term Loan Lender that is not an Eligible Assignee shall be approved by PPG (such approval not to be unreasonably withheld), which such approval shall be deemed granted if PPG does not respond to a request to consent for such approval on or before the case of an Increasing fifth Business Day following such request. Each such Additional Term Loan Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.15. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 shall become effective on the date agreed by the Borrower, the Administrative Agent shall enter into an agreement (and “Incremental Term Loan Agreement”) in form and substance satisfactory to the relevant Increasing Lenders or Augmenting Lenders, Borrower and the Administrative Agent pursuant to which each Additional Term Loan Lender shall, as of the effective date of such Term Loan Increase (which shall notify be a Business Day), provide an Incremental Term Loan in the amount specified therein and (if not an existing Lender) and become, and be deemed to be, a Lender for all purposes under this Agreement. Furthermore each Lender thereof. such Incremental Term Loan shall be, and shall be deemed to be, a Term Loan for all purposes of this Agreement. (b) Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) Term Loan Increase pursuant to this Section shall become be effective under this paragraph unless, : (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 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 an Authorized Officer of the Borrower and (B) the Borrower shall be in compliance with have given to the covenant contained in Section 9.3 and Administrative Agent written notice of its request for any such Term Loan Increase at least three Business Days prior to the relevant effective date of such Term Loan Increase; (ii) the Administrative Agent shall have received documents an Incremental Term Loan Agreement executed by the Borrower, each applicable Additional Term Loan Lender in respect of such Term Loan Increase; (iii) no Default shall have occurred and opinions consistent with those delivered be continuing on the such effective date of such Term Loan Increase; and (iv) each of the representations and warranties of the Borrower contained in this Agreement shall be true on and as of such effective date of such Term Loan Increase with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). (c) Each notice under Section 2.18(b)(i) shall be deemed to constitute a representation and warranty by the Borrower as to the organizational power matters specified in Sections 2.18(b)(iii) and authority (iv) as of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit Commitments, (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 if the deemed payment occurs other than on the last day of the related LIBOR Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunderTerm Loan Increase.

Appears in 3 contracts

Sources: Term Loan Credit Agreement (PPG Industries Inc), Term Loan Credit Agreement (PPG Industries Inc), Term Loan Credit Agreement (PPG Industries Inc)

Expansion Option. (a) The Borrower Company or Solvest may from time to time after the Closing Date elect to increase the Revolving Credit Commitments enter into one or more tranches of term loans denominated in minimum increments Dollars (each, an “Incremental Term Loan”), in each case in an aggregate principal amount of not less than $25,000,000 (or such lesser amount as the Administrative Agent may agree) 10,000,000 so long as, after giving effect thereto, the aggregate amount of all such increases Incremental Term Loans (other than Refinancing Term Loans), when taken together with the aggregate principal amount of Incremental Substitute Indebtedness does not exceed (A) $50,000,000100,000,000, plus (B) an unlimited amount so long as on a Pro Forma Basis the First Lien Net Leverage Ratio as of the last day of the most recent fiscal quarter of the Company for which financial statements have been delivered pursuant to Section 5.01(a) or (b) prior to such time (and excluding the cash proceeds of the Incremental Term Loans from cash for purposes of such calculation) shall not exceed 4.00 to 1.0. The Borrower Company or Solvest, as applicable, may arrange for any such increase tranche to be provided by one or more Lenders (each Lender so agreeing to an increase participate in its Revolving Credit Commitmentsuch Incremental Term Loan, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”), to participate in such Incremental Term Loan; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, Lender shall be subject to the approval of the Borrower, each Letter of Credit Issuer Company and the Administrative Agent (such consents not to be unreasonably withheld or delayed). Without the consent of any Lenders other than the relevant Increasing Lenders or Augmenting Lenders, this Agreement and the other Loan Documents may be amended pursuant to an Additional Credit Extension Amendment as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Company, to effect the provisions of this Section 2.19 (including, if Solvest borrows any Incremental Term Loans, (i) to reflect that Solvest has become a borrower hereunder (it being understood that Solvest shall not be deemed to be a Loan Party for purposes of the restrictions set forth in Article VI) and (ii) (x) in to provide that Solvest and any Foreign Subsidiary that provides a guarantee of the case obligations of an Increasing Lender, Solvest with respect to the Borrower Incremental Term Loans shall have no obligations with respect to the Loans and other the Obligations of the Company and that such Increasing Lender execute an agreement substantially in Obligations of the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and Company shall not be recourse to Solvest or any such Augmenting Lender execute an agreement substantially in the form of Exhibit H heretoForeign Subsidiary). No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.15. Increases and new Revolving Credit Commitments New Incremental Term Loans created pursuant to this Section 2.15 2.19 shall become effective on the date agreed by the BorrowerCompany, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, Lenders and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) Incremental Term Loans shall become effective be permitted under this paragraph unless, (i) unless on the proposed date of the effectiveness of such increaseborrowing of such Incremental Term Loan, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 shall be satisfied or waived by the Required Lenders (or such other Lenders whose consent is required) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Borrower and (B) the Borrower Company; provided, that, if such Incremental Term Loans are being incurred to fund a Limited Condition Acquisition, then such certificate shall be in compliance with the covenant contained in Section 9.3 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date as to the organizational 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 Credit Commitments, (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans dated as of the date of the definitive agreement in respect thereof and this condition shall only be required to be satisfied on such date. The Administrative Agent and the Lenders hereby agree that the borrowing notice, minimum borrowing, LIBOR notice requirements, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. The terms of any increase Incremental Term Loans shall be as set forth in the Revolving Credit Commitments amendment to this Agreement providing for such Incremental Term Loans; provided that (with such reborrowing to consist i) the final maturity date of any Incremental Term Loans shall be no earlier than the Types of Revolving Credit LoansTerm Loan Maturity Date, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9). The deemed payments made pursuant to clause (ii) the Weighted Average Life to Maturity of such Incremental Term Loans shall not be shorter than the then remaining Weighted Average Life to Maturity of the immediately preceding sentence Tranche B Term Loans, (iii) Incremental Term Loans shall not participate on a greater than pro rata basis with the Tranche B Term Loans in any optional or mandatory prepayment hereunder, (iv) the provisions with respect to payment of interest, original issue discount (“OID”) and upfront fees shall be accompanied by payment of all accrued interest on as set forth in the amount prepaid and, in respect of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 if the deemed payment occurs other than on the last day of the related LIBOR Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder.amendment providing for such

Appears in 3 contracts

Sources: Credit Agreement (Dole PLC), Credit Agreement (Dole PLC), Credit Agreement (Dole Food Co Inc)

Expansion Option. The Borrower may from time 32.1 By giving written notice to time elect LANDLORD on or before July 1, 2000, TENANT shall have the right to increase expand the Revolving Credit Commitments in minimum increments Leased Premises to include the tenth floor of $25,000,000 (or such lesser amount as the Administrative Agent may agree) so long asBuilding which consists of approximately 20,271 square feet of additional rentable area. TENANT's notice exercising this option to-expand shall specify whether the expansion shall be effective on January 1, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitments, as the case may be; provided that 2001 (i) each Augmenting Lender, shall be subject as to the approval of the Borrower, each Letter of Credit Issuer and the Administrative Agent and entire tenth floor or (ii) only as to approximately 9,000 square feet, with June 1, 2001 being the effective date for the remaining space on the tenth floor. Basic Annual Rent and additional rent for this expansion will commence upon the substantial completion of the tenth floor (xor the substantial completion of the designated portion of the tenth floor if the expansion is occurring in two steps) where substantial completion shall mean that, with the exception of punch-list items, TENANT's buildout shall have been completed in accordance with the case plans referenced below and a certificate of occupancy for the expansion space shall have been issued. TENANT's right to exercise the expansion option shall be ineffective unless the following conditions have been satisfied: (a) TENANT shall not currently be in default under this Lease; and (b) TENANT shall have delivered an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially additional $1,000,000.00 Security Deposit in the form of Exhibit G hereto, and (y) in the case cash or a letter of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.15. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions credit as set forth in paragraphs Article 7 hereof (a) and (b) of Section 6.2 but upon TENANT's raising an additional $10,000,000.00 in equity financing after the date hereof, the additional Security Deposit shall be satisfied or waived reduced to $500,000.00); and Failure of the TENANT to satisfy all of the above conditions and to exercise the option to expand by July 1, 2000 will extinguish the TENANT's right to exercise the option to expand. In the event that TENANT effectively exercises the option to expand, the terms and conditions of this Lease shall apply to such additional space, TENANT shall receive an additional Buildout Allowance of $30.00 per square foot. Basic Annual Rent for the expansion space shall be at the same cost per square foot as the space on the eleventh floor initially comprising the Leased Premises. Tenant's Tax Share shall be increased appropriately to reflect the square footage of the Leased Premises divided by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer square footage of the Borrower and (B) the Borrower Building, which is currently 202,267 square feet. Tenant's Expense Share shall be in compliance with increased appropriately to reflect the covenant contained in Section 9.3 square footage of the Leased Premises divided by the non-retail square footage of the Building, which is currently 185,995 square feet. TENANT shall deliver to LANDLORD plans for the interior finish and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date as other improvements to the organizational power tenth floor, prepared at TENANT's own expense, on or before September 1, 2000. 32.2 If at any time during the term of this Lease after September 1, 2000 contiguous (i. e. below or adjacent) space becomes available in the Building, LANDLORD shall first offer such space to TENANT subject to the rights of existing tenants of such contiguous space and authority provided that the TENANT has exercised its expansion option and is currently renting the tenth floor of the Borrower Building. If TENANT responds negatively or does not respond within fifteen (15) days of LANDLORD's offer, LANDLORD may offer the space to borrow hereunder after giving effect third parties. If TENANT responds affirmatively within such fifteen (15) day period, LANDLORD and TENANT shall promptly amend this Lease to such increase. On the effective date of any increase in the Revolving Credit Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, account for the benefit of the other Lenders, as being required in order to cause, after giving effect to additional rental space. The rent for such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower contiguous space shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 if the deemed payment occurs other than on the last day of the related LIBOR Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunderPrevailing Market Rent.

Appears in 3 contracts

Sources: Sublease Agreement (Color Kinetics Inc), Sublease Agreement (Smartbargains, Inc.), Lease Agreement (Color Kinetics Inc)

Expansion Option. The Borrower may from time 7.1 Subject to time elect to increase the Revolving Credit Commitments in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.15. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs this Article, Tenant shall have the right, but not the obligation, to expand the Premises (the “Expansion Option”) to include Suite 119 consisting of approximately 2,959 square feet of Rentable Area as more particularly shown on the floor plan attached hereto as Exhibit B (the “Expansion Space”). 7.2 Tenant may exercise the Expansion Option by providing Landlord with written notice (the “Expansion Option Notice”) that Tenant has elected to exercise the Expansion Option. Within ten (10) days after exercising the Expansion Option, Tenant and Landlord shall enter into a written amendment to the Lease (the “Expansion Amendment”), which amendment shall provide, unless otherwise agreed in writing, (a) and that the commencement date of the Expansion Space shall be the date (the “Expansion Space Commencement Date”) that is thirty (30) days after the date that Tenant delivers the Expansion Option Notice, (b) of Section 6.2 that the Premises shall be satisfied increased to include the square feet of Rentable Area of the Expansion Space, (c) the new Base Rent, with the Expansion Space increasing Base Rent at the then-current base rental rate per square foot of Rentable Area under the Amended Lease, (d) Tenant’s new Pro Rata Share based upon the addition of the Expansion Space to the Premises and (e) that Tenant shall accept the Expansion Space in its condition “as is” as of the Expansion Space Commencement Date and that Landlord shall have no obligation to alter, repair or waived otherwise prepare the Expansion Space for Tenant’s occupancy or to pay for any improvements to the Expansion Space, except as may be expressly provided in Section 7.7 of this Amendment. In all other respects, the Amended Lease shall remain in full force and effect, and shall apply to the Expansion Space. 7.3 Notwithstanding anything in this Article to the contrary, Tenant shall not exercise the Expansion Option during such period of time that Tenant is in default under any provision of the Amended Lease. Any attempted exercise of the Expansion Option during a period of time in which Tenant is so in default shall be void and of no effect. In addition, Tenant shall not be entitled to exercise the Expansion Option if Landlord has given Tenant three (3) or more notices of default under the Amended Lease, whether or not the defaults are cured, during the five (5) month period prior to the date on which Tenant seeks to exercise the Expansion Option. 7.4 If Tenant timely and properly exercises the Expansion Option, then Tenant shall have the right, but not the obligation, to reduce the Premises (the “Surrender Option”) by surrendering one of the Required Lenders following spaces (each, a “Surrender Space”): (a) Suite 222 (876 square feet of Rentable Area), (b) ▇▇▇▇▇ ▇▇▇ (▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇) or (c) ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇ (▇,▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇); provided, however, that Tenant must exercise the Surrender Option concurrently with Tenant’s delivery of the Expansion Option Notice by including in the Expansion Option Notice an express statement setting forth Tenant’s election to exercise the Surrender Option and the Administrative Agent specific Surrender Space to which Tenant’s election applies (the “Designated Surrender Space”). If Tenant fails to include such a statement in its Expansion Option Notice, then the Surrender Option shall have received a certificate automatically terminate and be of no further force or effect. If Tenant timely and properly exercises its Surrender Option as described in this Section 7.4, then the Expansion Amendment shall (w) include appropriate adjustments to that effect dated such date and executed by an Authorized Officer (i) the Premises (to reflect subtraction of the Borrower and (B) Rentable Area of the Borrower shall be in compliance with the covenant contained in Section 9.3 and Designated Surrender Space), (ii) Base Rent (with the Administrative Agent shall have received documents and opinions consistent with those delivered on Designated Surrender Space decreasing Base Rent at the effective date as to then-current base rental rate per square foot of Rentable Area under the organizational 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 Credit Commitments, (iAmended Lease) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9iii). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 if the deemed payment occurs other than on the last day of the related LIBOR Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder.

Appears in 3 contracts

Sources: Lease (Tocagen Inc), Lease (Tocagen Inc), Lease (Tocagen Inc)

Expansion Option. The Borrower Borrowers may from time to time (other than during the Covenant Relief Period) elect to increase (an “Incremental Increase”) the Revolving Credit total Dollar Tranche Commitments or the total Multicurrency Tranche Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 10,000,000 so long as, after giving effect thereto, the aggregate amount of such increases and all such Incremental Term Loans (other than the Incremental US Term Loans) plus the aggregate principal amount of all Incremental Equivalent Debt incurred on or prior to such date does not exceed $50,000,000the Incremental Amount then in effect. The Borrower Borrowers may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entityentity that constitutes a Qualifying Bank, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree other than an Ineligible Institution, to increase their existing Revolving Credit Commitments, or provide new to participate in such Incremental Term Loans, or extend Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the BorrowerCompany, each Letter the Administrative Agent, the Issuing Banks (in the case of Credit Issuer an increase in the Revolving Commitments) and the Administrative Agent Swingline Lender (in the case of an increase in the Revolving Commitments), (ii) no Augmenting Lender shall be the Company or any Subsidiary or Affiliate of the Company and (iiiii) (x) in the case of an Increasing Lender, the applicable Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G C hereto, and (y) in the case of an Augmenting Lender, the applicable Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H D hereto. No consent of any Lender (other than the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments or Incremental Term Loan pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the applicable Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 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 an Authorized a Responsible Officer of the Borrower Company; provided, however that in the case of any Incremental Increase the proceeds of which are to be used to finance a substantially concurrent Permitted Acquisition that is not conditioned upon the availability of, or obtaining, third-party financing (any such Permitted Acquisition being a “Limited Conditionality Acquisition”), to the extent agreed by the Lenders providing such Incremental Increase, (1) the representations and warranties the accuracy of which are a condition to the availability of such Incremental Increase shall be limited to customary “SunGuard” or other applicable “certain funds” conditionality provisions and (2) the condition to availability of such Incremental Increase requiring that no Default or Event of Default shall have occurred and be continuing shall be limited to (I) at the time of the execution and delivery of the definitive agreement for such Limited Conditionality Acquisition no Event of Default shall have occurred and be continuing or shall occur as a result thereof and (II) no Event of Default under clauses (a) or (f) of Article VII shall exist immediately prior to or after giving effect to such Incremental Increase (which Event of Default under this clause (II), for the avoidance of doubt, cannot be waived without the written consent of the Required Lenders); and (B) the Borrower Company shall be in compliance (on a Pro Forma Basis) with the covenant covenants contained in Section 9.3 6.18; provided that in the case of any Incremental Increase the proceeds of which are to be used to finance a Limited Conditionality Acquisition, to the extent agreed by the Lenders providing such Incremental Increase, there shall be no condition to the availability of the Incremental Increase related to the financial covenants contained in Section 6.18 (other than, to the extent applicable, the incurrence test with respect thereto contained in the definition of Incremental Amount); and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Original Effective Date as to the organizational power and authority of the Borrower Borrowers to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit CommitmentsCommitments of any Class or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting 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 LendersLenders of such Class, 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of such Class of all the Lenders to equal its Revolving Credit Commitment Dollar Tranche Percentage or Multicurrency Tranche Percentage, as applicable, of such outstanding Revolving Credit Loans, and (ii) except in the Borrower case of any Incremental Term Loans, the Borrowers shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans of such Class as of the date of any increase in the Revolving Credit Commitments of such Class (with such reborrowing to consist of the Types of Revolving Credit LoansLoans of such Class, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the applicable Borrower, or the Company on behalf of the applicable Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurocurrency Loan and BA Equivalent Loan, shall be subject to indemnification by the Borrower Borrowers pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans and the Term Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans and the Term Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.20. Nothing contained in this Section 2.15 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder, or provide Incremental Term Loans, at any time. In connection with any increase of the Revolving Commitments or Incremental Term Loans pursuant to this Section 2.20, any Augmenting Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Augmenting Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act. For the avoidance of doubt, in no event shall this Section 2.20 be available to the Borrowers during the Covenant Relief Period.

Appears in 2 contracts

Sources: Credit Agreement (LKQ Corp), Credit Agreement (LKQ Corp)

Expansion Option. (a) Tenant shall have the additional option ("First Expansion Option"), by providing written notice thereof to Landlord (the "First Expansion Election Notice") at any time between April 1. 1996 and October 1, 1996, to include under this Lease an additional 4,000 to 5,000 square feet of Net Rentable Area on the fifteenth (15th) Floor of the Building. The Borrower may from time to time elect to increase the Revolving Credit Commitments in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,000additional space to be included under this Lease pursuant to the First Expansion Option shall be identified by Tenant in the First Expansion Election Notice. The Borrower may arrange for any such increase actual space to be included under this Lease pursuant to the First Expansion Option shall be designated by Landlord, provided, however, it shall be internally contiguous and contiguous to the then existing Leased Premises and shall have a reasonable configuration (the "First Expansion Space"). Landlord and Tenant shall then enter into an amendment to this Lease to cover such First Expansion Space on the same terms and provisions then in effect under this Lease, except as otherwise provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitments, as the case may be; provided hereunder and except that (i) each Augmenting Lender, the annual Base Rental rate for the First Expansion Space shall be subject adjusted to reflect the approval lesser of the Borrower, each Letter of Credit Issuer and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.15. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 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 an Authorized Officer Prevailing Rental Rate as of the Borrower and date such First Expansion Space will be made available to Tenant or (B) the Borrower shall be annual Base Rental Rate set forth in compliance with the covenant contained in Section 9.3 and this Lease, (ii) Landlord shall not be required to provide (but may do so at its option and with Tenant's consent) any improvement allowance, abatement of Rent, or other incentives, inducements or allowances, (iii) Tenant shall be entitled to one additional (1) unreserved parking permit per 680 square feet of Net Rentable Area leased pursuant to such First Expansion Option, at the Administrative Agent prevailing market rate therefor as of the addition of such First Expansion Space to the Leased Premises, and thereafter adjust in accordance with any such changes to such market charges, (iv) Tenant shall not have the right to assign its expansion rights to any sublessee of the Leased Premises, nor may any such sublessee exercise such expansion rights, and (v) the First Expansion Space will be provided in its then existing condition (on an "as is" basis; provided, however, Landlord shall remove and dispose of any Existing Asbestos located in the First Expansion Space, other than the Existing Asbestos located on the perimeter columns of the First Expansion Space). The First Expansion Space shall be made available to Tenant between October 1, 1996 and February 1, 1997. Tenant's obligation to commence paying Rent on such First Expansion Space shall commence on the earliest to occur of (1) Tenant's occupancy of such First Expansion Space for the purpose of conducting business therefrom, or (2) sixty (60) days following the delivery of such First Expansion Space by Landlord to Tenant. Landlord shall, at Landlord's cost and expense, be required to make any alterations to the First Expansion Space and the Building which are required by law in order to provide such space to Tenant (i.e. corridors, access, etc.) (b) Tenant shall have received documents the additional option ("Second Expansion Option"), by providing written notice thereof to Landlord (the "Second Expansion Election Notice")at any time between March 1, 1997 and opinions consistent with those delivered September 1, 1997, to include under this Lease an additional 4,000 to 5,000 square feet of Net Rentable Area on the effective date as fifteenth (15th) Floor of the Building. The amount of additional space to be included under this Lease pursuant to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase Second Expansion Option shall be identified by Tenant in the Revolving Credit CommitmentsSecond Expansion Election Notice. The actual space to be included under this Lease pursuant to the Second Expansion Option shall be designated by Landlord, provided, however, it shall be internally contiguous and contiguous to the then existing Leased Premises and shall have a reasonable configuration (the "Second Expansion Space"). Landlord and Tenant shall then enter into an amendment to this Lease to cover such Second Expansion Space on the same terms and provisions then in effect under this Lease, except as otherwise provided hereunder and except that (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, annual Base Rental rate for the benefit Second Expansion Space shall be adjusted to reflect the lesser of the other 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loans, and (iiA) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans Prevailing Rental Rate, as of the date such Second Expansion Space will be made available to Tenant or (B) the annual Base Rental Rate set forth in this Lease, (ii) Landlord shall not be required to provide (but may do so at its option and with Tenant's consent) any improvement allowance, abatement of Rent, or other incentives, inducements or allowances, (ii) Tenant shall be entitled to one additional (1) unreserved parking permit per 680 square feet of Net Rentable Area leased pursuant to such Second Expansion Option at the prevailing market rate therefor as of the addition of such Second Expansion Space to the Leased Premises, and thereafter adjust in accordance with any such changes to such market charges, (iii) Tenant shall not have the right to assign its expansion rights to any sublessee of the Leased Premises, nor may any such sublessee exercise such expansion rights, and (iv) the Second Expansion Space will be provided in its then existing condition (on an "as is" basis; provided, however, Landlord shall remove and dispose of any increase Existing Asbestos located in the Revolving Credit Commitments (with such reborrowing to consist Second Expansion Space, other than the Existing Asbestos located on the perimeter columns of the Types Second Expansion Space). The Second Expansion Space shall be made available to Tenant between September 1, 1997 and January 1, 1998. Tenant's obligation to commence paying Rent on such Second Expansion Space shall commence on the earliest to occur of Revolving Credit Loans(1) Tenant's occupancy of such Second Expansion Space for the purpose of conducting business therefrom, with related LIBOR Periods if applicableor (2) sixty (60) days following the delivery of such Second Expansion Space by Landlord to Tenant. Landlord shall, specified at Landlord's cost and expense, be required to make any alterations to the Second Expansion Space and the Building which are required by law in a notice delivered by order to provide such space to Tenant (i.e corridors, access, etc.) (c) In the Borrowerevent Tenant exercises its right under either the First Expansion Option or the Second Expansion Option, but objects to Landlord's determination of the Prevailing Rental Rate, then the Prevailing Rental Rate shall be determined in accordance with the requirements of procedure set forth in Section 2.9). The deemed payments made pursuant to clause (ii12.02(l) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 if the deemed payment occurs other than on the last day of the related LIBOR Periods. Nothing contained this Lease. (d) Notwithstanding anything in this Section 2.15 10.01 to the contrary, Tenant's First Expansion Option and Second Expansion Option shall constituteterminate if this Lease or Tenant's right to possession of the Leased Premises is terminated, or otherwise be deemed if Tenant fails to betimely exercise the First Expansion Option or the Second Expansion Option; provided, however, Tenant's failure to timely exercise the First Expansion Option shall not result in a commitment on termination of the part of any Lender to increase its Revolving Credit Commitment hereunderSecond Expansion Option."

Appears in 2 contracts

Sources: Lease Agreement (Howell Corp /De/), Lease Agreement (Howell Corp /De/)

Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit Commitments in minimum increments of $25,000,000 10,000,000 (or such lesser amount as the Administrative Agent may agreeand in integral multiples of $5,000,000 in excess thereof) so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,000250,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, Commitments or provide new Revolving Credit extend Commitments, as the case may be; provided that (i) each Augmenting Lender, Lender shall be subject to the approval of the BorrowerAdministrative Agent, each Letter to the extent the approval of Credit Issuer and the Administrative Agent would be required to effect an assignment to such Augmenting Lender under Section 9.04(b), (ii) no Ineligible Institution may be an Augmenting Lender and (iiiii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G heretoB hereto (an “Increasing Lender Supplement”), and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H heretoC hereto (an “Augmenting Lender Supplement”). No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 there shall be satisfied or waived by the Required Lenders no Event of Default that has occurred and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 is continuing and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational 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 Credit Commitments, (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurodollar Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. Nothing contained in this Section 2.15 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunderhereunder at any time.

Appears in 2 contracts

Sources: Credit Agreement (Eagle Materials Inc), Credit Agreement (Eagle Materials Inc)

Expansion Option. The Borrower may from time Sublandlord hereby grants to time elect Subtenant, one (1) option to increase expand the Revolving Credit Commitments Subleased Premises (the “Option to Expand”) to include the entire seventh (7th) floor of the Building, consisting of approximately 34,950 RSF (the “Expansion Space”) described in minimum increments Exhibit A-4 attached hereto, but only in strict accordance with the terms and conditions of $25,000,000 (or such lesser amount as the Administrative Agent may agree) so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,000this Section 1(b). The Borrower may arrange for any such increase Option to Expand must be provided exercised by one or more Lenders irrevocable written notice (each Lender so agreeing the “Expansion Option Exercise Notice”) delivered to an increase in its Revolving Credit CommitmentSublandlord no later than January 1, an “Increasing Lender”)2018, or by one or more new bankstime being of the essence, financial institutions or other entities (each such new bankand if not timely exercised will expire and terminate. If Subtenant timely exercises the Option to Expand, financial institution or other entitySubtenant shall sublease from Sublandlord, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender)and Sublandlord shall sublease to Subtenant, which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitments, commencing as of the case may be; provided that later of (i) each Augmenting LenderJanuary 1, shall be subject to the approval of the Borrower, each Letter of Credit Issuer and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.15. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 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 an Authorized Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 2019 and (ii) the Administrative Agent shall have received documents date Sublandlord delivers the Expansion Space free of all tenants, with all base Building systems serving the Expansion Space and opinions consistent with those delivered on for which Sublandlord has maintenance or repair responsibility under the effective date as Master Lease in good working order and broom-clean and ready for occupancy (such date, the “Expansion Date”), the Expansion Space, and from and after the Expansion Date, any references in this Sublease to the organizational power Subleased Premises shall be deemed to include the Expansion Space unless the context clearly requires otherwise. Sublandlord will use reasonable efforts to permit Subtenant and authority its agents to enter the Expansion Space on a non-exclusive basis one (1) week prior to the Expansion Date for the sole purpose of preparing the Expansion Space for Subtenant’s use and occupancy; Subtenant expressly acknowledges that the Expansion Space may have employees, contractors and/or vendors retained by Sublandlord or the prior subtenant of Sublandlord present during any such early access and will coordinate any such access with Sublandlord and will not interfere with any such employees, contractors or vendors in the Expansion Space during such one (1) week early access period. The Base Rent payable for the Expansion Space will be the same rate per RSF that is payable hereunder with respect to the Subleased Premises, inclusive of annual increases in such rate and the Base Year for the Expansion Space shall be the calendar year 2017. There will be no Abatement Period with respect to the Expansion Space. As of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit CommitmentsExpansion Date, (i) each relevant Increasing Lender and Augmenting Lender Subtenant’s Percentage Share (defined in Section 3(b)(6) below) shall make available to the Administrative Agent such amounts be increased as provided in immediately available funds as the Administrative Agent shall determine, for the benefit of the other 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loans, Section 3(b)(6) below and (ii) Subtenant’s allocated parking spaces in the Borrower Parking Facility shall be deemed to have repaid increased as provided in Section 20 below. Notwithstanding any other provision of this Sublease or the Master Lease, Sublandlord shall deliver, and reborrowed all outstanding Revolving Credit Loans as of Subtenant shall accept, the date of any increase Expansion Space in the Revolving Credit Commitments manner described in Section 14.1 below, and Sublandlord shall have no obligation to make any improvements to the Expansion Space, except as expressly provided in this Sublease, provided that Sublandlord will make certain Furniture (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified described in a notice delivered by the Borrower, Section 15 below) available for Subtenant’s use in accordance with the requirements terms of Section 2.915. If Subtenant timely exercises the Option to Expand, Sublandlord shall use commercially reasonable efforts to deliver the Expansion Space to Subtenant on or before January 1, 2019. If Sublandlord is unable to deliver the Expansion Space on or before January 1, 2019, Sublandlord shall have no liability therefor, except that Subtenant shall have no liability to pay any Rent on the Expansion Space until the Expansion Space is delivered to Subtenant. If after Subtenant has delivered its Expansion Option Exercise Notice Sublandlord has not delivered the Expansion Space to Subtenant as of March 1, 2019 (the “Outside Expansion Delivery Date”). The deemed payments made pursuant , Subtenant shall have the right to clause (ii) terminate this Sublease, with respect to the subleasing of the immediately preceding sentence Expansion Space only, by written notice thereof delivered to Sublandlord on or before March 15, 2019; provided that the Outside Expansion Delivery Date will be delayed on a day-for-day basis for each day that Sublandlord’s delivery of the Expansion Space to Subtenant is delayed due to (x) force majeure (inclusive of the holding over by the prior subtenant in the Expansion Space), up to a maximum delay for force majeure of ninety (90) days or (y) the act or omission of Subtenant. If Subtenant timely exercises the Option to Expand, Sublandlord shall prepare and deliver to Subtenant an amendment to this Sublease to reflect the addition of the Expansion Space, the increased Rent, the increase in allocated parking spaces and any other matter reasonably required by the terms of this Sublease. If Subtenant is in Default at the time of Subtenant’s delivery of the Expansion Option Exercise Notice or on the Expansion Date, then the Option to Expand shall, at Sublandlord’s sole discretion, terminate, whereupon no exercise of the Option to Expand shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 if the deemed payment occurs other than on the last day of the related LIBOR Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender force or effect, unless such termination is waived in writing by Sublandlord. Sublandlord has not granted any third party sublease rights (or sublease expansion rights) which are superior to increase its Revolving Credit Commitment hereunderSubtenant’s Option to Expand.

Appears in 2 contracts

Sources: Sublease (Nerdwallet, Inc.), Sublease (Nerdwallet, Inc.)

Expansion Option. The Borrower may from (a) If, at any time during the Term, any space becomes available in the Building and if another tenant of the Building has not exercised a superior right to time elect to increase the Revolving Credit Commitments lease such space, Landlord shall so notify Tenant in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) so long aswriting and, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender)Tenant is not in default hereunder, which agree Tenant shall have the right, exercisable upon written notice give to increase their existing Revolving Credit CommitmentsLandlord within 15 days after receipt of Landlord's notice, or provide new Revolving Credit Commitmentsto lease such additional space (the "Expansion Space") upon all the terms and conditions contained herein, as the case may be; provided except that (i) each Augmenting Lender, Base Rent for the Expansion Space shall be subject to the approval fair rental value of the Borrower, each Letter of Credit Issuer and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.15. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 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 an Authorized Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date as to the organizational 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 Credit Commitments, (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans Expansion Space as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9). The deemed payments made pursuant to clause Landlord's notice; and (ii) Tenant's Proportionate Share shall be increased, based upon the ratio of the immediately preceding sentence rentable square footage of the Expansion Space to the rentable square footage of the Building. Landlord's notice shall include a statement of Landlord's reasonable estimate of the fair rental value of the Expansion space. If the parties have not agreed upon the fair rental value of the Expansion Space at the time Tenant exercises its option to lease same, such value shall be accompanied determined by payment arbitration, as provided in Section 30 hereof. (b) If Tenant fails to exercise its option to lease the Expansion Space within the 15-day period as set forth above, Landlord shall be free to lease the Expansion Space to any party upon any terms and conditions Landlord shall determine, from time to time during the Term, without any further obligation to Tenant under the Section. Subsequent to Tenant's failure to exercise its option, Tenant shall, within ten days after demand thereof by Landlord, confirm in writing that Tenant has declined to exercise such right. (c) Tenant shall have no right to exercise its option to lease the Expansion Space, and any attempted exercise shall be void and of all accrued interest on no effect, if: (i) the amount prepaid andnamed Tenant has assigned this Lease or has at any time subleased, in respect the aggregate, more than 50% of each LIBOR Loanthe Premises to a party other than one controlling, controlled by or under common control with Tenant; or (ii) Tenant shall be subject to indemnification by in default hereunder and such default shall not have been cured at the Borrower pursuant to the provisions of Section 2.11 if the deemed payment occurs other than on the last day time of the related LIBOR Periods. Nothing contained in this Section 2.15 shall constituteattempted exercise or, or otherwise be deemed to beif such default occurs after Tenant's attempted exercise of the option, a commitment on at the part time of any Lender to increase its Revolving Credit Commitment hereunderthe proposed commencement of the lease of the Expansion Space.

Appears in 2 contracts

Sources: Gross Lease (Open Solutions Inc), Gross Lease (Open Solutions Inc)

Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit Commitments in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitments, as the case may be; provided that If (i) each Augmenting Lenderno event of default in respect of Tenant, shall be subject to the approval of the Borroweras defined in Section 12.01, each Letter of Credit Issuer has occurred and the Administrative Agent and is continuing, (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G heretoTenant has exercised its first Extension Option, and (yiii) space is available for lease in the case Building (Tenant expressly acknowledging that all rights of an Augmenting LenderTenant to expand the Premises are subject and subordinate to the prior expansion rights of McGuireWoods, LLP and ▇▇▇▇▇▇▇▇▇ & Company LLC, and their successors or assigns), Tenant shall have the Borrower and such Augmenting Lender execute an agreement substantially right (the “Expansion Option”) to expand the Premises by adding thereto up to 8,000 rentable square feet of space (subject to adjustment to the extent permitted below) located in the form Building (location to be determined by Landlord based on location of Exhibit H heretoavailable of space) (the “Expansion Space”). No consent Upon written request by Tenant (which request must be made not more than twelve (12) months nor less than six (6) months prior to the commencement date of any Lender the first Extension Period, time being of the essence), Landlord shall give written notice (the “Expansion Notice”) to Tenant stating (i) whether the conditions to the Expansion Option set forth above (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.15. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date exercise of the effectiveness of such increase, (Afirst Extension Option) the conditions set forth in paragraphs (a) and (b) of Section 6.2 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 an Authorized Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date as to the organizational 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 Credit Commitments, (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loansbeen satisfied, and (ii) if so, the Borrower location and dimensions of the Expansion Space, as increased or decreased by up to 1,000 rentable square feet, as hereinafter contemplated. If the Expansion Notice states that the conditions to the Expansion Option (other than exercise of the first Extension Option) have been satisfied, and Tenant desires to exercise the Expansion Option, it must do so by written notice to Landlord within thirty (30) days after the later to occur of (A) Tenant receiving the Expansion Notice specifying the location and dimensions of the Expansion Space, as so increased or decreased, or (B) Tenant giving notice of exercise of the first Extension Option, time being of the essence. If Tenant requests that Landlord provide an Expansion Notice as provided above, Tenant’s request shall state the rentable square footage of Expansion Space that Tenant desires to lease, which may not exceed 8,000 rentable square feet. If Tenant exercises the Expansion Option as provided above, such Expansion Space shall be deemed leased to have repaid and reborrowed all outstanding Revolving Credit Loans Tenant as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 if the deemed payment occurs other than on the last first day of the related LIBOR Periodsfirst Extension Period under the terms of the Lease applicable to the original Premises, except that the Expansion Space shall be leased to Tenant in its “AS IS” condition, and Landlord shall have no obligation to improve or pay any allowance for improving the Expansion Space. Nothing contained In addition, Landlord may increase or decrease the size of the Expansion Space requested by Tenant by up to 1,000 rentable square feet, and such proposed increase shall be reflected in the Expansion Notice. As an example, if Tenant requests that the Expansion Space contain 8,000 rentable square feet, it is the intent of the parties that the Expansion Space, as depicted in the Expansion Notice, will contain not fewer than 7,000 rentable square feet and not more than 9,000 rentable square feet. Base Rent for the Expansion Space shall at all times be at the same rate per rentable square foot applicable to the original Premises (giving effect to all increases in such rate of Base Rent as provided in this Section 2.15 Lease). For the first Extension Period, Base Rent for the original Premises established at set forth above shall constitutebe further increased to reflect Base Rent for the Expansion Space at the same rate per rentable square foot applicable to the original Premises (giving effect to all increases in such rate of Base Rent as provided in this Lease). For the second Extension Period, or otherwise if the second Extension Option is exercised by Tenant, Base Rent shall be deemed established for the Premises, as expanded by the Expansion Space, as set forth above. Base Rent for the Expansion Space shall commence upon delivery of said space to beTenant. Tenant shall also pay Tenant’s Share of Increases in Operating Costs for the Expansion Space, a commitment on the part of any Lender with Tenant’s Proportionate Share to increase its Revolving Credit Commitment hereunderto reflect the area of the Expansion Space and be confirmed in a written notice from Landlord to Tenant.

Appears in 2 contracts

Sources: Deed of Lease (Xenith Bankshares, Inc.), Deed of Lease (Xenith Bankshares, Inc.)

Expansion Option. The Borrower may from time to time elect elect, not more than six (6) times during the term of this Agreement, to increase the Revolving Credit General Partnership Commitments in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 10,000,000 so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,000100,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, Commitment an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, Commitments or provide extend new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrower and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G F hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H G hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 shall be satisfied or waived by the Required Lenders Lenders, and the Administrative Agent shall have received a certificate to that effect dated as of such date and executed by an Authorized a Financial Officer of the Borrower and (B) the Borrower shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenant covenants contained in Section 9.3 6.12 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational 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 Credit Commitments, (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s portion of the outstanding Revolving Credit General Partnership Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit General Partnership Loans, and (ii) the Borrower Administrative Agent shall be deemed to have repaid and reborrowed reallocate all outstanding Revolving Credit General Partnership Loans as of the date of any increase in the Revolving Credit General Partnership Commitments (with such reborrowing any related borrowings to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments reallocation made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the reallocated amount prepaid and, in respect of each LIBOR Eurodollar Loan, shall be subject to indemnification compensation by the Borrower pursuant to in accordance with the provisions of Section 2.11 2.16 if the deemed payment reallocation occurs other than on the last day of the related LIBOR Interest Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder.

Appears in 2 contracts

Sources: Credit Agreement (Inergy L P), Credit Agreement (Inergy Holdings, L.P.)

Expansion Option. The Borrower may from Landlord hereby grants to Tenant the right to expand the Improvements on the Land in accordance with the terms of this SECTION 18. Such expansion right is a continuing right that expires on the Expiration Date, and inures solely to the benefit of (A) Tenant, Tenant's corporate successors and assigns (including, without limitation, any person or entity that acquires Tenant), and (B) any assignee of this Lease (including, without limitation, Tenant's Affiliates) to whom Tenant assigns such right unless Landlord is entitled to and recaptures the Premises in accordance with the terms of SECTION 11.1 above and their corporate successors and assigns (with all such persons or entities being deemed included in the term "TENANT"). Tenant cannot assign this expansion option to any person or entity other than an assignee of this Lease. Tenant cannot exercise this expansion option (Y) if an Event of Default has occurred and is ongoing, or (Z) if neither Tenant nor its guarantor has a net worth (excluding goodwill) greater than or equal to $75 million at the time to time elect to increase the Revolving Credit Commitments in minimum increments of $25,000,000 Tenant (or such lesser amount as the Administrative Agent may agree) so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitmentsassignee, as the case may be; provided ) exercises such expansion option. (a) In the event Tenant wishes to exercise this right, Tenant must notify Landlord of such fact, which notice must specify that Tenant wishes to go forward with the expansion pursuant to the specifications of EXHIBIT H to this Lease (the "2-STORY PLAN") or the specifications of EXHIBIT I to this Lease (the "3-STORY PLAN"). The building shell for the building that Tenant elects to have constructed is referred to in this Lease as the "EXPANSION BASE BUILDING" and the Tenant improvements to the Expansion Base Building are referred to as the "EXPANSION LEASEHOLD IMPROVEMENTS." The Expansion Base Building and the Expansion Leasehold Improvements are collectively referred to as the "EXPANSION BUILDING" and the work of constructing the Expansion Building is referred to as "LANDLORD'S EXPANSION WORK". (b) On or before thirty (30) days after Tenant delivers such notice to Landlord, Landlord will cause its architect to prepare and deliver to Tenant preliminary plans and specifications for the Expansion Base Building (the "EXPANSION BASE BUILDING PLANS"), which plans must be based on an exterior appearance substantially similar to the Original Base Building. While these preliminary plans and specifications are not required to be permit-ready, they must contain a site plan, floor plan, one-quarter inch (0.25") scale core building plans, elevations of the Expansion Base Building and a riser diagram of the mechanical, electrical and plumbing systems. Within five (5) business days after Tenant receives such preliminary Expansion Base Building Plans, Tenant will either approve the same in writing or notify Landlord in writing of Tenant's objections to the preliminary Expansion Base Building Plans and how the preliminary Expansion Base Building Plans must be changed in order to make them acceptable to Tenant. Each business day following the fifth (5th) business day after the preliminary Expansion Base Building Plans are submitted to Tenant until Tenant either approves them or delivers a notice of objections to Landlord will be a day of Tenant Expansion Delay. Within five (5) business days after Landlord's receipt of Tenant's notice of objections, Landlord will cause its architect to prepare revised Expansion Base Building Plans according to such notice and submit the revised Expansion Base Building Plans to Tenant. In any review, Tenant cannot object to any aspect of the proposed Expansion Base Building Plans (i) each Augmenting Lenderif such objection would require material deviations from the terms of EXHIBIT H or EXHIBIT I attached to this Lease, shall be subject to as the approval of the Borrowercase may be, each Letter of Credit Issuer and the Administrative Agent and or (ii) (x) such objection was not included within any of the previous objections made by Tenant to the Expansion Base Building Plans unless the item objected to was not included in any of the previous versions of the Expansion Base Building Plans or such item was so included, but has been affected by a subsequent change to the Expansion Base Building Plans. However, it is understood and agreed that Tenant has the right to select the following items, even if such items are not consistent with the guidelines detailed in the case Base Building Specifications attached as EXHIBIT B or with the same items in the Original Building , as long as they are available to comply with the schedule for construction of an Increasing Lenderthe Expansion Building: exterior brick, glass, and metal frames; restroom finishes (including, without limitation, ceramic tile and toilet partitions); lobby finishes; elevator cab finishes; landscaping; and common area interior finishes, doors and hardware. Upon submittal to Tenant of the revised Expansion Base Building Plans, and upon submittal of any further revisions, the Borrower procedures described above will be repeated until Landlord and Tenant have reached agreement. Once they have reached agreement, Landlord must promptly prepare permit-ready Expansion Base Building Plans and submit them to Tenant for Tenant's approval. The only grounds upon which Tenant can object to such Increasing Lender execute an agreement substantially permit-ready Expansion Base Building Plans is that they materially differ from the final approved preliminary Expansion Base Building Plans. Tenant's failure to respond to Landlord's submission within five (5) business days after Landlord delivers such permit-ready Expansion Base Building Plans to Tenant constitutes Tenant's approval of such permit-ready Expansion Base Building Plans. The final permit-ready Expansion Base Building Plans, as approved by Landlord and Tenant, constitute the "APPROVED EXPANSION BASE BUILDING PLANS" under this Lease. (c) On or before seventy-five (75) days after Landlord and Tenant have approved the Approved Expansion Base Building Plans, Tenant will cause its architect to prepare and deliver to Landlord preliminary plans and specifications for the Expansion Leasehold Improvements (the "EXPANSION LEASEHOLD IMPROVEMENTS PLANS"). While these preliminary plans and specifications are not required to be permit-ready, they must show sufficient detail concerning all aspects of the Expansion Leasehold Improvements so that making them permit-ready is only a matter of incorporating technical details. Each day following the expiration of such seventy-five (75)-day period until Tenant delivers the preliminary Expansion Leasehold Improvements Plans will be a day of Expansion Tenant Delay. Within five (5) business days after receipt of the preliminary Expansion Leasehold Improvements Plans, Landlord will either approve the same in writing or notify Tenant in writing of Landlord's objections to the preliminary Expansion Leasehold Improvements Plans and how the preliminary Expansion Leasehold Improvements Plans must be changed in order to make them acceptable to Landlord. Landlord can only object to the preliminary Expansion Leasehold Improvements Plans on the grounds that they would adversely affect the structural integrity of the Expansion Base Building or materially modify any portion of the Core Building Systems of the Expansion Base Building and cannot object in any subsequent review to any matter not raised in a preceding review, unless the item objected to was not included in any of the previous versions of the Expansion Leasehold Improvements Plans or such item was so included, but has been affected by a subsequent change to the Expansion Leasehold Improvements Plans. However, under all circumstances, Tenant has the right to select the following items as they apply to the Expansion Leasehold Improvements, but only as long as such items are available to comply with the schedule of construction of the Expansion Building: exterior brick, glass, and metal frames; restroom finishes (including, without limitation, ceramic tile and toilet partitions); lobby finishes; elevator cab finishes; landscaping; and common area interior finishes, doors and hardware. If Landlord fails to respond in the form manner set forth above within five (5) business days after the date Tenant delivers the preliminary Expansion Leasehold Improvements Plans to Landlord or objects to the preliminary Expansion Leasehold Improvements Plans on any grounds other than those set forth in the immediately-preceding sentence, then Landlord will be conclusively deemed to have approved the preliminary Expansion Leasehold Improvements Plans. Within five (5) business days after Tenant's receipt of Exhibit G heretoLandlord's notice of objections (if such objections meet the requirements set forth above), Tenant will cause its architect to prepare revised Expansion Leasehold Improvements Plans according to such notice and submit the revised Expansion Leasehold Improvements Plans to Landlord. Upon submittal to Landlord of the revised Expansion Leasehold Improvements Plans, and upon submittal of any further revisions, the procedures described above will be repeated until Landlord and Tenant have reached agreement. Once they have reached agreement, Tenant must promptly prepare permit-ready Expansion Leasehold Improvements Plans and submit them to Landlord for Landlord's approval. The only grounds upon which Landlord can object to such permit-ready Expansion Leasehold Improvements Plans is that they materially differ from the final approved Expansion Leasehold Improvements Plans. Landlord's failure to respond to Tenant's submissions within five (y5) business days after Tenant delivers such permit-ready Expansion Leasehold Improvements Plans to Landlord constitutes Landlord's approval of such permit-ready Expansion Leasehold Improvements Plans. The permit-ready Expansion Leasehold Improvements Plans, as finally approved, are referred to in this Lease as the "APPROVED EXPANSION LEASEHOLD IMPROVEMENTS PLANS." (d) At such time as Landlord and Tenant have approved the Approved Expansion Leasehold Improvements Plans (and in any event within fifteen (15) days thereafter), Landlord will (i) obtain at least three bids for each of the major trades that will be involved in the construction of the Expansion Building, unless less than three qualified subcontractors exist for a given trade, in which case Landlord will obtain a bid from all qualified subcontractors of an Augmenting Lendersuch trade (with Landlord agreeing to solicit and consider bids from subcontractors selected by Tenant); (ii) using the lowest qualified bid (which, in order to be qualified, must fully comply with all bid requirements, including but not limited to any time requirements specified) from each of the bids so received, prepare a proposed budget for all items to be included in Expansion Costs ("TENANT'S EXPANSION COST PROPOSAL"); and (iii) submit copies of all bids, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.15. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting LendersTenant's Expansion Cost Proposal, and the Administrative Agent shall notify each Lender thereof. Notwithstanding Expansion Basic Rent that Tenant would be required to pay based on the foregoing, no increase costs set forth in the Revolving Credit Commitments (Tenant's Expansion Cost Proposal to Tenant for Tenant's review and approval. Tenant, at Tenant's option, may either approve Tenant's Expansion Cost Proposal in writing, or elect to eliminate or revise one or more items of Expansion Building shown on the Approved Expansion Base Building Plans or the Approved Expansion Leasehold Improvements Plans, or request additional bids so as to reduce the costs shown in the Revolving Credit Commitment of any Lender) shall become effective Tenant's Expansion Cost Proposal. Tenant may then approve in writing the reduced Tenant's Expansion Cost Proposal (based on revised Approved Expansion Base Building Plans or Approved Expansion Leasehold Improvements Plans prepared by Tenant's architect or revised bids, as the case may be, which will then be deemed the Approved Expansion Base Building Plans and the Approved Expansion Leasehold Improvements Plans for all purposes under this paragraph unlessLease). However, each day following the fifth (5th) business day after Tenant's receipt of Tenant's Expansion Cost Proposal until the day on which Landlord has received Tenant's written approval of Tenant's Expansion Cost Proposal will be a day of Expansion Tenant Delay. The Tenant's Expansion Cost Proposal, as finally approved, is referred to in this Lease as the "APPROVED EXPANSION COSTS." (e) Tenant's Representative may request and authorize changes in Landlord's Expansion Work as long as such changes (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 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 an Authorized Officer of the Borrower and (B) the Borrower shall be in compliance are consistent with the covenant contained in Section 9.3 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date as to the organizational power and authority scope of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit Commitments, (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit LoansLandlord's Expansion Work, and (ii) do not affect the Borrower Expansion Base Building or any portion of the Core Building Systems relating to the Expansion Base Building. All other changes will be subject to Landlord's prior written approval, which approval Landlord cannot unreasonably withhold, delay, or condition. Within five (5) business days after Tenant requests a change in Landlord's Expansion Work and prior to commencing any change, Landlord will prepare and deliver to Tenant, for Tenant's approval, a change order ("EXPANSION CHANGE ORDER") identifying the total cost or savings of such change, which will include associated architectural, engineering and construction contractor's fees, and the total time that will be added to or subtracted from the construction schedule by such change. Once Landlord delivers an Expansion Change Order to Tenant for Tenant's approval, Tenant must either affirmatively approve or disapprove of the Expansion Change Order within three (3) business days following Tenant's receipt of the Expansion Change Order. In the event Tenant fails to respond within the three (3) business day period, then each day thereafter that Tenant fails to respond shall be deemed a Tenant Expansion Delay. Alternatively, Landlord may deliver to have repaid and reborrowed all outstanding Revolving Credit Loans as Tenant, within the same five (5) business day period, an estimate of the date time and costs to be expended in calculating the Expansion Change Order. In the event Tenant does not respond or fails to affirmatively authorize Landlord to proceed on the third (3rd) business day following Tenant's receipt of such estimate, then it shall be conclusively deemed that Tenant withdrew its request for any increase change in Landlord's Expansion Work. If Tenant authorizes Landlord to proceed with calculating the Revolving Credit Commitments cost of the Expansion Change Order, then Tenant shall be responsible for all reasonable costs associated therewith (and pay same to Landlord within 30 days following Landlord's written request) and any delay in connection with such reborrowing calculation shall be an Expansion Tenant Delay, whether or not Tenant ultimately approves the Expansion Change Order. (f) Landlord must deliver the Expansion Building to consist Tenant, with Landlord's Expansion Work Substantially Completed, on or before two hundred ten (210) days after Landlord and Tenant approve the Approved Expansion Leasehold Improvements Plans (the "PROJECTED EXPANSION COMPLETION DATE"), as such date has been delayed due to any Tenant Expansion Delays and Permitted Expansion Force Majeure Delays only, it being understood and agreed that such date cannot be extended for any reason other than Tenant Expansion Delays and Permitted Expansion Force Majeure Delays. If Landlord is unable to deliver possession of the Types of Revolving Credit LoansExpansion Building, with related LIBOR Periods if applicable, specified in a notice delivered Landlord's Expansion Work Substantially Completed by the BorrowerProjected Expansion Completion Date, as it may be extended, (i) the Expansion Commencement Date (as that term is defined in accordance SECTION 18(j)(I) below) will be extended automatically by one day for each day of the period after the Projected Expansion Completion Date to the day on which Landlord tenders possession of the Expansion Building to Tenant with the requirements Landlord's Expansion Work Substantially Completed, less any portion of Section 2.9). The deemed payments made pursuant that period attributable to clause Tenant Expansion Delays; and (ii) Landlord will pay Tenant, as liquidated damages, an amount equal to $2,000.00 per day for each day after such Projected Expansion Completion Date (as it may be extended) until Landlord tenders possession of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid Expansion Building to Tenant with Landlord's Expansion Work Substantially Completed and, in respect if Landlord has tendered the Expansion Building to Tenant with Landlord's Expansion Work Substantially Complete, Landlord will pay to Tenant, as liquidated damages, $500.00 per day after the thirtieth (30th) day after Tenant delivers the Expansion Punch List to Landlord until Final Completion of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 Landlord's Expansion Work; and (iv) if the deemed payment occurs other than on the last day Landlord does not tender possession of the related LIBOR Periods. Nothing contained in this Section 2.15 shall constitute, Expansion Building to Tenant with the Landlord's Expansion Work Substantially Completed on or otherwise be deemed to be, a commitment on before two hundred seventy (270) days after Landlord and Tenant approve the part of any Lender to increase its Revolving Credit Commitment hereunder.Approved Expansion Leasehold Impro

Appears in 2 contracts

Sources: Build to Suit Net Lease (Alliance Data Systems Corp), Build to Suit Net Lease (Alliance Data Systems Corp)

Expansion Option. The Subsequent to the Effective Date, the Borrower may from time to time elect to increase the Revolving Credit Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 5,000,000 so long as, after giving effect thereto, the aggregate amount of such increases and all such Incremental Term Loans does not exceed $50,000,00075,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit to participate in such Incremental Term Loans, or extend Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrower and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G C hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H D hereto. No consent of any Lender (other than the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments or Incremental Term Loan pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 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 an Authorized a Financial Officer of the Borrower and (B) the Borrower shall be in compliance (on a Pro Forma Basis reasonably acceptable to the Administrative Agent) with the covenant covenants contained in Section 9.3 6.12 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational 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 Credit CommitmentsCommitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) except in the case of any Incremental Term Loans, the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurodollar Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.20. Nothing contained in this Section 2.15 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder, or provide Incremental Term Loans, at any time.

Appears in 2 contracts

Sources: Credit Agreement (Layne Christensen Co), Credit Agreement (Layne Christensen Co)

Expansion Option. The Borrower may from If no event of Default is then continuing at the time to time elect to increase of exercise, during the Revolving Credit Commitments in minimum increments of $25,000,000 period commencing on the Effective date and ending on July 1, 2020 (or such lesser amount as the Administrative Agent may agree) so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an Increasing LenderReservation Period”), by written notice (“Election Notice”) from Tenant to Landlord provided on or before the expiration of the Reservation Period, time being of the essence, Tenant will have the non-exclusive option to lease all or a portion of 1 floor of space consisting of approximately 71,314 RSF on the 2—5th floors of Building 2 or 4 (“Reservation Space”) as designated by one or more new banksLandlord, financial institutions or other entities (each such new bankunder the rental rate terms, financial institution or other entityrental abatement terms, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitments, and tenant improvement terms as the case may be; provided that (i) each Augmenting Lender, shall be subject set forth in this Lease with respect to the approval Premises originally leased hereunder (with the Term pro-rated to reflect the amount of the Borrowerremaining Term, each Letter of Credit Issuer and excluding any Renewal Term from such proration). If Tenant elects to lease the Administrative Agent and (ii) (x) in Reservation Space from Landlord during the case of an Increasing LenderReservation Period, all the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G heretoobligations, terms, and (y) in conditions under this Lease will also apply to the case Reservation Space, e.g., amount of an Augmenting LenderFixed Rent per RSF then-current as of the commencement date for the Reservation Space, the Borrower and such Augmenting Lender execute an agreement substantially in the form except that as of Exhibit H hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.15. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 shall become effective on the date agreed by which is the Borrowerearlier to occur of (a) the day upon which Tenant commences business in any portion of the Reservation Space, (b) the Administrative Agent and Completion Date for the relevant Increasing Lenders or Augmenting Lenders, and Reservation Space that is anticipated to occur 18 months from Landlord’s receipt of the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments Reservation Space (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unless“Reservation Space Commencement Dat”), (i) on the proposed date Reservation Space will be deemed part of the effectiveness of such increasePremises, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 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 an Authorized Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Tenant’s Share as to the organizational power and authority provided in Section 4.1(I) of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit Commitments, (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loansthis Lease will be adjusted, and (iiiii) Landlord’s Contribution with respect to the Borrower shall Reservation Space will be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as the product of $35.00 per RSF of the date of any increase in the Revolving Credit Commitments (with Reservation Space. Landlord and Tenant will enter into a written amendment to this Lease incorporating such reborrowing to consist revisions, within 10 days after Landlord’s receipt of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 if the deemed payment occurs other than on the last day of the related LIBOR Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunderElection Notice.

Appears in 2 contracts

Sources: Lease Agreement (iCIMS Holding LLC), Lease Agreement (iCIMS Holding LLC)

Expansion Option. (a) The Borrower Borrowers may from time to time (but not more than two times after the Effective Date) elect to increase the Revolving Credit Commitments Floor Plan Commitments, in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 5,000,000 so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,00010,000,000. The Borrower Borrowers may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in any of its Revolving Credit Commitmentthe Floor Plan Commitments, as applicable, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities entities, excluding, in each case, any Ineligible Institution (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit extend such Floor Plan Commitments, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Increasing Lender and Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrowers and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower Lender and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower Borrowers, the Administrative Agent and each such Augmenting Lender and Increasing Lender execute an agreement substantially in the form of Exhibit H heretoa Lender Addition and Acknowledgement Agreement. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit the Floor Plan Commitments pursuant to this Section 2.15. 2.21. (b) Increases and new Revolving Credit Commitments Floor Plan Commitments, as applicable, created pursuant to this Section 2.15 2.21 shall become effective on the date agreed by the BorrowerBorrowers, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no such increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) Floor Plan Commitments, as applicable, shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated as of such date and executed by an Authorized a Financial Officer of the Borrower Borrowers and (B) the Borrower Borrowers shall be in compliance (on a pro forma basis) with the covenant contained in Section 9.3 6.13(a), and (ii) the Administrative Agent shall have approved such increase and shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational corporate power and authority of the Borrower Borrowers to borrow hereunder after giving effect to such increase. . (c) On the effective date of any increase in the Revolving Credit Floor Plan Commitments, as applicable, being made, (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s portion of the outstanding Revolving Credit applicable Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage (as modified by such increase) of such outstanding Revolving Credit Loans, and (ii) the Borrower Borrowers shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments Floor Plan Commitments, as applicable (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the BorrowerBorrowers, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurodollar Loan, shall be subject to indemnification by the Borrower Borrowers pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. Nothing contained in this Section 2.15 2.21 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Floor Plan Commitment hereunder.

Appears in 2 contracts

Sources: Floor Plan First Lien Credit Agreement (Alta Equipment Group Inc.), Floor Plan First Lien Credit Agreement (B. Riley Principal Merger Corp.)

Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case a minimum increments amount of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 10,000,000 and any integral of $5,000,000 in excess thereof, so long as, after giving effect thereto, the aggregate amount of such increases and all such Incremental Term Loans does not exceed $50,000,000100,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or to participate in such Incremental Term Loans, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer and the Administrative Agent and the Issuing Banks to the extent the consent of the Issuing Banks would be required to effect an assignment under Section 9.04(b), and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G B hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H C hereto. No consent of any Lender (other than the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments or Incremental Term Loan pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 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 an Authorized a Financial Officer of the Borrower and (B) the Borrower shall be in compliance (on a pro forma basis) with the covenant covenants contained in Section 9.3 6.02 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Restatement Effective Date as to the organizational 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 Credit CommitmentsCommitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) except in the case of any Incremental Term Loans, the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Term Benchmark Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.20. Nothing contained in this Section 2.15 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder, or provide Incremental Term Loans, at any time. In connection with any increase of the Commitments or Incremental Term Loans pursuant to this Section 2.20, any Augmenting Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Augmenting Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.

Appears in 2 contracts

Sources: Credit Agreement (Northwest Natural Gas Co), Credit Agreement (Northwest Natural Gas Co)

Expansion Option. The Borrower may from time 12.1 Subject to time elect to increase the Revolving Credit Commitments then existing renewal or expansion option of other tenants located in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) so long asBuilding, after giving effect theretoincluding without limitation, the aggregate amount of such increases does not exceed $50,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit CommitmentMassachusetts Dental Society, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; and provided that no Ineligible Institution may be an Augmenting Lender)Tenant is not in default of the Lease beyond notice and applicable cure periods and that Tenant or its permitted assignee in Section 10.4 above is occupying all of the Premises and that the financial conditions of Tenant is as good as of the Term Commencement Date , throughout the Term, Landlord shall, prior to offering the same to any other party , first offer to lease to Tenant any space located on the first floor of the Building which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject is contiguous to the approval of Premises (the Borrower, each Letter of Credit Issuer and the Administrative Agent and (ii) (x"RFO Space") in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and AS IS condition. Landlord's notice (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (other than the Lenders participating in the increaseLandlord's Notice) shall be required for any increase in Revolving Credit Commitments pursuant writing and shall set forth Landlord's designation of the Fair Market Rental Value, as defined in Article 11 above applicable to such RFO Space , the specified commencement date in respect of such RFO Space and the precise location and dimension of the RFO Space. Tenant shall have the right, exercisable upon written notice ("Tenant's Exercise Notice") given to Landlord within twenty (20) days after receipt of Landlord's Notice to lease the RFO Space. Upon the timely giving of such notice, Landlord shall lease to Tenant and Tenant shall lease from Landlord the RFO Space upon all of the terms and conditions as set forth in this Section 2.15. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 Lease except: The Rent Commencement Date in respect of the RFO Space shall become effective on be the later of (a) the Specified Commencement Date in respect of the RFO Space as set forth in Landlord's Notice or (b) the date agreed by the Borrowerthat Landlord delivers such RFO Space to Tenant, the Administrative Agent free of all tenants, occupants and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed their property.. The termination date of the effectiveness RFO Space shall be the termination date of the Lease. Landlord shall not provide to Tenant any allowances (e.g moving allowance, construction allowance, of the like) or other tenant inducements. The Annual Fixed Rental rate shall be the Fair Market Rental Rate, as defined in Article 11. If Tenant elects to lease the RFO Space, Landlord and Tenant shall execute an amendment to the Lease, effective as of the RFO Space Rent Commencement Date which amendment shall reflect the addition of the RFO Premises, the Annual Fixed Rent payable in respect of such increaseRFO Premises, Operating Costs and Tax Base for the RFO Premises. Time is of the essence to the exercise of all rights set forth herein. Tenant's rights under this Article shall terminate if (Aa) this Lease or Tenant's right to possession of the Premises are terminated or (b) Tenant assigns any of its interest in this Lease or sublets any portion of the Premises, other than permitted assignees under Section 10.4. If Tenant does not elect to lease the RFO Space, Landlord shall be free to lease the RFO Space to any other party provided, however, the terms and conditions of any such lease shall be no more favorable than those set forth in paragraphs (a) and (b) of Section 6.2 Landlord's Notice. If Landlord fails to consummate such a lease with such prospective tenant, Tenant 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 an Authorized Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date as to the organizational 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 Credit Commitments, (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower shall be deemed continue to have repaid and reborrowed all outstanding Revolving Credit Loans as the right of first offer with respect thereto during the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 if the deemed payment occurs other than on the last day of the related LIBOR Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunderTerm.

Appears in 2 contracts

Sources: Lease (Viryanet LTD), Lease (Viryanet LTD)

Expansion Option. The Borrower Company may from time to time elect to increase the 2023 Revolving Credit Commitments or enter into one or more additional tranches of term loans (each an “Incremental Term Loan”), in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 10,000,000 so long as, after giving effect thereto, the aggregate amount of such increases of 2023 Revolving Commitments and all such Incremental Term Loans, together with all Permitted Equivalent Indebtedness incurred pursuant to Section 6.01(v), does not exceed $50,000,000500,000,000. The Borrower Company may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or to participate in such Incremental Term Loans, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer Company and the Administrative Agent (such consent not to be unreasonably withheld or delayed) and (ii) (x) in the case of an Increasing Lender, the Borrower Company and such Increasing Lender execute an agreement substantially in the form of Exhibit G C hereto, and (y) in the case of an Augmenting Lender, the Borrower Company and such Augmenting Lender execute an agreement substantially in the form of Exhibit H D hereto. No consent of any Lender (other than the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments or Incremental Term Loan pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the BorrowerCompany, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 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 an Authorized a Financial Officer of the Borrower Company, provided that if the Company intends to use the proceeds of the new Commitments or Incremental Term Loans for the consummation of a Limited Condition Acquisition, the conditions set forth in Section 4.02 may, to the extent mutually agreed by the Company and the applicable Increasing Lenders or Augmenting Lenders, be limited to, with respect to Section 4.02(a), customary specified or certain funds representations and, with respect to Section 4.02(b), the absence of an Event of Default under Sections 8.01(a), (h) and (i), and (B) the Borrower Company shall be in compliance (on a Pro Forma Basis) with the covenant contained in Section 9.3 6.08 and (ii) the Administrative Agent shall have received documents and opinions (including legal opinions) consistent with those delivered on the effective date Effective Date as to the organizational power and authority of the Borrower Borrowers to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit CommitmentsCommitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s portion of the outstanding 2023 Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment 2023 Applicable Percentage of such outstanding 2023 Revolving Credit Loans, and (ii) except in the Borrower case of any Incremental Term Loans, the Borrowers shall be deemed to have repaid and reborrowed all outstanding 2023 Revolving Credit Loans as of the date of any increase in the 2023 Revolving Credit Commitments (with such reborrowing to consist of the Types of 2023 Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the applicable Borrower, or the Company on behalf of the applicable Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurocurrency Loan, unless waived by any applicable Lender in its reasonable discretion, shall be subject to indemnification by the Borrower Borrowers pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment (and if applicable, security) with the Loans under the existing Revolving Facility and the Term Loan Facility, (b) shall not mature earlier than the latest Maturity Date in effect on the date of incurrence of such Incremental Term Loans (but may have amortization prior to such date) and, (c) may participate on a pro rata basis or a less than pro rata basis (but not a greater than pro rata basis) than the Term Loans in any mandatory prepayment hereunder and (d) shall constitute a separate Class and shall be treated substantially the same as (and in any event no more favorably than) the Loans under the existing Revolving Facility and the Term Loan Facility; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the latest Maturity Date in effect on the date of incurrence of such Incremental Term Loans may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the latest Maturity Date in effect on the date of incurrence of such Incremental Term Loans and (ii) the Incremental Term Loans may be priced differently than the Loans under the existing Revolving Facility and Term Loan Facility. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.20 (including, without limitation, to provide that Section 2.27 may apply to such Incremental Term Loans). Nothing contained in this Section 2.15 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder, or provide Incremental Term Loans, at any time.

Appears in 2 contracts

Sources: Credit Agreement (Capri Holdings LTD), Credit Agreement (Capri Holdings LTD)

Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 10,000,000 so long as, after giving effect thereto, the aggregate amount of such increases and all such Incremental Term Loans does not exceed $50,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or to participate in such Incremental Term Loans, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrower and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G E hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H F hereto. No consent of any Lender (other than the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments or Incremental Term Loan pursuant to this Section 2.152.21. Increases Increased and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.21 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 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 an Authorized a Financial Officer of the Borrower and (B) the Borrower shall be in compliance (on a pro forma basis) with the covenant covenants contained in Section 9.3 6.14 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such increase, to the extent requested by the Administrative Agent. On the effective date of any increase in the Revolving Credit CommitmentsCommitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) except in the case of any Incremental Term Loans, the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurodollar Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.21. Nothing contained in this Section 2.15 2.21 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder, or provide Incremental Term Loans, at any time.

Appears in 2 contracts

Sources: Credit Agreement (National General Holdings Corp.), Credit Agreement (National General Holdings Corp.)

Expansion Option. The Borrower may from Tenant shall have the option, exercisable by written notice to Landlord at any time on or before December 31, 2012, to time elect to increase cause the Revolving Credit Commitments in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,000. The Borrower may arrange for any such increase Expansion Premises to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject added to the approval Premises upon expiration of the BorrowerPrior Lease on December 31, each Letter of Credit Issuer 2013, at the minimum rental rate provided in Section 3.1(a)(ii) and otherwise upon all the Administrative Agent terms and (ii) (x) provisions set forth in the case of an Increasing Lenderthis Lease. If Tenant is in default hereunder, the Borrower beyond any applicable notice and such Increasing Lender execute an agreement substantially in the form of Exhibit G heretocure periods, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.15. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 shall become effective on the date agreed of such notice or on the date possession of the Expansion Premises is to be tendered to Tenant, then the exercise of the option shall be of no force or effect, the Expansion Premises shall not be added to the Premises, and this option shall be of no further force or effect. The option granted herein may be exercised by any permitted assignee of Tenant’s interest under this Lease, but may not be assigned to or exercised by any subtenant. If Tenant duly and validly exercises such option, then: (a) Landlord and Tenant shall promptly prepare and execute an amendment to this Lease providing for the addition of the Expansion Premises to the Premises covered by this Lease, effective as of the Direct Term Commencement Date. (b) The parties agree that their respective rights and obligations with respect to the condition of the Expansion Premises as of the Direct Term Commencement Date shall be governed by the Borrower, same provisions applicable to the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date remainder of the effectiveness of such increase, (A) the conditions set forth in paragraphs (aPremises pursuant to Sections 2.3(a) and (b) below. (c) Landlord shall provide Tenant with a tenant improvement allowance in the maximum amount of Section 6.2 One Hundred Seventy-Six Thousand One Hundred Forty-Five and No/100 Dollars ($176,145.00, calculated at the rate of $15.00 per square foot for the agreed area of 11,743 square feet for the Expansion Premises) (the “Expansion TI Allowance”), to be available for application towards the refurbishment of the Expansion Premises and/or the construction of tenant improvements in the Expansion Premises by Tenant. Tenant’s construction of any tenant improvements in the Expansion Premises shall be satisfied or waived governed by the Required Lenders and same provisions applicable to the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer remainder of the Borrower and (BPremises pursuant to Section 2.3(c) the Borrower shall below. The Expansion TI Allowance may be in compliance with the covenant contained in Section 9.3 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date as to the organizational power and authority drawn down by Tenant at any time after January 1 of the Borrower calendar year immediately following the date on which Tenant delivers to borrow hereunder after giving effect Landlord a valid and binding written exercise of Tenant’s expansion option under this Section 1.3 and continuing up to such increaseand including July 31, 2014. On the effective date of any increase in the Revolving Credit Commitments, (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s Any unused portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower Expansion TI Allowance shall be deemed to have repaid expire on July 31, 2014 and reborrowed all outstanding Revolving Credit Loans as thereafter shall no longer be available to Tenant for any purpose. The Expansion TI Allowance shall not be used or usable by Tenant for any moving or relocation expenses of Tenant, or for any cost or expense associated with any movable furniture, trade fixtures, personal property or any other item or element which, under the applicable provisions of this Lease, will not become Landlord’s property and remain with the Premises (including the Expansion Premises) upon expiration or termination of this Lease. Subject to the limitation set forth in the preceding sentence, however, the Expansion TI Allowance may be used for architectural, engineering, project management and permit-related costs and fees. Additional conditions and procedures relating to the disbursement of the date of any increase Expansion TI Allowance shall be as set forth in the Revolving Credit Commitments (with such reborrowing to consist Workletter as defined below. Draw-downs of the Types Expansion TI Allowance by Tenant shall not result in any Supplemental Minimum Rent (as defined below) obligation or in any other adjustment of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 if the deemed payment occurs other than on the last day of the related LIBOR Periods. Nothing contained in Tenant’s rental obligations under this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunderLease.

Appears in 2 contracts

Sources: Lease (Five Prime Therapeutics Inc), Lease (Five Prime Therapeutics Inc)

Expansion Option. The Borrower may from time to time elect to increase request that the Revolving Credit Commitments be increased in a minimum increments amount of $25,000,000 10,000,000 (or such lesser amount as unless otherwise agreed by the Administrative Agent may agreeAgent) so long as, after giving effect theretothereto and taking into account any prior increase or increases to the Commitments effected pursuant to this Section 2.23, the aggregate amount of such increases does Commitments do not exceed $50,000,000550,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities acceptable to the Administrative Agent (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide extend new Revolving Credit Commitments, as the case may be; , provided that (i) each Augmenting Lender, Lender shall be subject reasonably acceptable to the approval of the BorrowerAdministrative Agent, each Letter of Credit Issuer and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower Borrower, the Administrative Agent and such Increasing Lender shall execute an agreement substantially in the form of Exhibit G D hereto, and (y) in the case of an Augmenting Lender, the Borrower Borrower, the Administrative Agent and such Augmenting Lender shall execute an agreement substantially in the form of Exhibit H E hereto. No consent of , and (iii) any Lender (other than the Lenders participating approached to so increase its Commitment may elect or decline, in the its sole discretion, to provide any such increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.15. Increases in Commitments and new Revolving Credit Commitments created pursuant to this Section 2.15 2.23 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the . The Administrative Agent shall notify the Borrower and each Lender thereofof the effective date of any increase in the Commitments. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) ), shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) each paragraph of Section 6.2 4.02 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 an Authorized a Financial Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 and Borrower, (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational corporate power and authority of the Borrower to borrow hereunder after giving effect to such increaseincrease and (iii) the Administrative Agent shall have received written opinions addressed to the Administrative Agent and the Lenders and dated the effective date of such increase of counsel to the Loan Parties in form and substance reasonably satisfactory to the Administrative Agent. On the effective date of any increase in the Revolving Credit Commitments, (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of each Class of outstanding Loans is equivalent to such outstanding Revolving Credit Loans, Lender’s Applicable Percentage the Commitments and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, Borrower in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurodollar Loan, BA Loan and BA Equivalent Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.17 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder.

Appears in 2 contracts

Sources: Credit Agreement (Biovail Corp International), Credit Agreement (Biovail Corp International)

Expansion Option. The Borrower may from time Section 33.1 Subject to time elect to increase the Revolving Credit Commitments in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) so long asterms and provisions hereof, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitments, as the case may be; and provided that (i) each Augmenting Lenderthis Lease is then in full force and effect, (ii) no uncured monetary Event of Default then exists hereunder and provided that there are no outstanding mechanic’s lien, financing statement or other lien, charge or order in existence filed against Landlord, or against ail or any portion of the Premises, the Building or the Real Property due to any act or omission of Tenant or any Tenant Party, that has not been actually released and discharged of record or bonded or insured over to the reasonable satisfaction of Landlord, and (iii) Tenant is in actual physical occupancy of at least 75% of the Premises, Tenant is hereby granted the one-time option (the “Expansion Option”) to lease 14,480 Rentable Square Feet as an entirety on the third floor of the Building as shown on Exhibit G annexed hereto (the “Expansion Space”), which space constitutes a portion of the space currently leased by Landlord to Bankers Life and Casualty Company (“Bankers”). Landlord represents to Tenant that Bankers’ lease with respect to the Expansion Space expires on November 30, 2013 and Bankers does not have the right or option to renew or extend the term of its lease as to the Expansion Space. The Expansion Option shall be exercisable by Tenant’s giving irrevocable written notice to Landlord (the “Expansion Notice”) of Tenant’s election so to do on or before January 1, 2013. Anything contained in this ARTICLE 33 to the contrary notwithstanding, Tenant shall not have the right to exercise the Expansion Option, and the Expansion Option shall be deemed to have been irrevocably waived, unless Tenant shall have exercised the Renewal Option prior to or simultaneously with Tenant’s exercise of the Expansion Option. Section 33.2 Landlord shall lease the Expansion Space to Tenant on all of the same terms, covenants and conditions as set forth in this Lease except: (i) Fixed Rent for the Expansion Space shall be equal to then escalated per Rentable Square Foot Fixed Rent for the Premises in effect as of the date (the “Expansion Space Inclusion Date”) on which Landlord delivers vacant possession of the Expansion Space to Tenant, which Fixed Rent shall be subject to the approval of the Borrowersame $.50 per Rentable Square Foot escalation on April 1, each Letter of Credit Issuer 2014, April 1, 2015, April 1, 2016 and the Administrative Agent and April 1, 2017; (ii) Tenant shall not be entitled to any Rent Credit, free rent or rent abatement for the Expansion Space; (iii) Tenant’s obligation to pay Rent for the Expansion Space shall commence on the date on which Landlord delivers vacant possession of the Expansion Space to Tenant; (iv) the term of this Lease in respect of the Expansion Space (x) in shall commence on the case date on which Landlord delivers vacant possession of an Increasing Lenderthe Expansion Space to Tenant (it being understood and agreed that Landlord shall have no liability to Tenant by reason of Landlord’s inability to deliver vacant possession of the Expansion Space to Tenant by reason of the holding over of the existing tenant, subtenant(s) or occupant(s) of the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G heretoExpansion Space or any other reason), and (y) shall expire on April 5, 2017; (v) Landlord shall have no obligation to perform any Landlord’s Work or other-Landlord’s work or preparatory work in or to the Expansion Space or the Building in connection with Tenant’s lease of the Expansion Space; (vi) as Landlord’s sole Landlord’s Contribution or work contribution in respect of the Expansion Space, Landlord shall provide Tenant with a Landlord Contribution for the Expansion Space (“Landlord’s Expansion Space Contribution”) equal to the product of (A) $506,800.00, multiplied by (B) a fraction, the numerator of which shall be the number of months (including partial months) in the case term of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in lease of the form of Exhibit H hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.15. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting LendersExpansion Space, and the Administrative Agent denominator of which shall notify each Lender thereofbe 60, but in no event shall Landlord’s Expansion Space Contribution exceed the cost of Tenant’s Initial Alterations in the Expansion Space and the provisions of this Lease shall be applicable to Tenant’s requisition of and the conditions for Landlord’s payment of Landlord’s Contribution for the Expansion Space; (vii) Tenant’s Proportionate Share shall increase to reflect the addition of the Expansion Space to the Premises; and (viii) Tenant shall not be required to deliver to Landlord a security deposit in connection with Tenant’s lease of the Expansion Space. Notwithstanding anything to the foregoingcontrary contained in this Article 33, no increase if the Expansion Space Inclusion Date shall not occur on or before February 1, 2014, because of the holding over of the existing tenant, subtenant(s) or occupant(s) of the Expansion Space or for any other reason (excluding the intentional acts or omissions of Landlord or the fault of Tenant or due to Tenant or anyone on account of Tenant being in possession of the Revolving Credit Commitments Expansion Space or any portion thereof), then, Tenant shall have the right, as Tenant’s sole and exclusive remedies hereunder, by written notice given to Landlord after February 1, 2014, but on or before February 15, 2014 to either (or in time being of the Revolving Credit Commitment of any Lenderessence as to the date by which Tenant must exercise either such remedy) shall become effective under this paragraph unless, (i) on substitute the proposed “February 1, 2014” date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 shall be satisfied or waived by above with the Required Lenders date “April 1, 2014” and the Administrative Agent shall have received a certificate to that effect dated such “February 15, 2014” date and executed by an Authorized Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant date “April 15, 2014” and Tenant shall again have the same rights contained in Section 9.3 and subparagraph (ii) the Administrative Agent shall have received documents below as its sole and opinions consistent exclusive remedy with those delivered on the effective date as to the organizational power and authority of the Borrower to borrow hereunder after giving effect respect to such increase. On the effective date of any increase in the Revolving Credit Commitmentslater dates, (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loans, and or (ii) elect to rescind the Borrower exercise of its option to lease the Expansion Space by written notice given to Landlord after February 1, 2014, but on or before February 28, 2014, provided that if the Expansion Space Inclusion Date shall occur after February 1, 2014, but prior to the date upon which Tenant shall have given written notice of its election under this subdivision (ii) to rescind the exercise of its option to lease the Expansion Space as aforesaid, then Tenant shall have waived and relinquished its right to rescind the exercise of its option to lease the Expansion Space under this subdivision (ii) and the exercise of its option to lease the Expansion Space shall remain in full force and effect on all of its terms. Section 33.3 If Tenant timely gives Landlord the Expansion Notice, then Landlord and Tenant shall promptly execute an amendment to this Lease to reflect the demise of the Expansion Space to Tenant, but the failure to do so shall not impair, affect or reduce the parties’ obligations with respect to the lease of such Expansion Space. Section 33.4 If Tenant does not timely give Landlord the Expansion Notice, then Tenant shall be deemed to have repaid elected not to lease the Expansion Space, Tenant’s right to lease the Expansion Space shall automatically terminate and reborrowed Tenant will have no further right or option to lease the Expansion Space under this ARTICLE 33 or otherwise. Section 33.5 Notwithstanding the foregoing, Tenant shall not have the right to exercise its option to lease the Expansion Space, and Landlord shall not be required to lease the Expansion Space to Tenant if a monetary Event of Default shall exist at the time the Expansion Notice is given by Tenant or on November 30, 2013, or if there are any outstanding mechanic’s liens, financing statements or other lien, charge or order in existence filed against Landlord, or against all outstanding Revolving Credit Loans as or any portion of the date Premises, the Building or the Real Property due to any act or omission of Tenant or any Tenant Party, that has not been actually released and discharged of record or bonded or insured over to the reasonable satisfaction of Landlord at the time the Expansion Notice is given by Tenant or on November 30, 2013. In the event of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loansforegoing shall occur, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of it shall serve to automatically terminate Tenant’s rights under this ARTICLE 33. Section 2.9). 33.6 The deemed payments made rights conferred upon Tenant pursuant to clause this ARTICLE 33 are personal to Tenant and are not assignable or transferable to any assignee or sublease (iiregardless of whether any such assignment or sublease was made with or without Landlord’s consent) or other party. Section 33.7 Time is of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in essence with respect of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to the dates, terms and provisions of Section 2.11 if the deemed payment occurs other than on the last day of the related LIBOR Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunderARTICLE 33.

Appears in 2 contracts

Sources: Lease Agreement (Groupon, Inc.), Lease Agreement (Groupon, Inc.)

Expansion Option. (a) The Borrower Representative may from time to time elect time, upon three Business Days’ notice (or such shorter period as the Administrative Agent accepts in its sole discretion) to the Administrative Agent (or such lesser notice as agreed to by the Administrative Agent), add one or more additional tranches of incremental term facilities and/or increase the Revolving Credit Commitments principal amount of the Term Loans of any existing class by requesting new term loan commitments to provide such Term Loans (any such new tranche or increase, an “Incremental Facility” and any loans made pursuant to an Incremental Facility, “Incremental Term Loans”), in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 10,000,000, so long as, after giving effect thereto, the aggregate amount of all such increases Incremental Term Loans does not exceed $50,000,000the Incremental Cap. The Borrower Representative may arrange for any such increase tranche or increase, as the case may be, to be provided by one or more Lenders (each Lender so agreeing to an increase participate in its Revolving Credit Commitmentsuch Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrower Representative and the Administrative Agent (such approvals not to be unreasonably withheld or delayed) and (ii) (x) in the case of an Increasing Lender, the Borrower Representative and such Increasing Lender shall execute an agreement substantially in the form of Exhibit G B hereto, and (y) in the case of an Augmenting Lender, the Borrower Representative and such Augmenting Lender shall execute an agreement substantially in the form of Exhibit H C hereto. No consent of any Lender (other than the Lenders participating in the increasesuch Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments Incremental Term Loan pursuant to this Section 2.152.22. Increases and new Revolving Credit Commitments Incremental Term Loans created pursuant to this Section 2.15 2.22 shall become effective on the date agreed by the BorrowerBorrower Representative, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 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 an Authorized Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date as to the organizational 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 Credit Commitments, (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 if the deemed payment occurs other than on the last day of the related LIBOR Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder.

Appears in 2 contracts

Sources: Credit Agreement (Chefs' Warehouse, Inc.), Credit Agreement (Chefs' Warehouse, Inc.)

Expansion Option. The Borrower may from time As long as Subtenant is not in default, beyond any applicable notice and cure period, Subtenant shall have, and Sublandlord hereby grants to time elect to increase Subtenant, a continuous expansion option (the Revolving Credit Commitments in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an Increasing LenderExpansion Option”), exercisable by written notice to Sublandlord at any time during the Sublease Term, to sublease the remaining 4th floor of the Building (or by one or more new banksa portion thereof) containing approximately 6,054 rentable square feet for the remainder of the Sublease Term, financial institutions at the same rental rate and upon the same terms and conditions as provided in this Sublease (the “Expansion Space”) to the extent the same is available for sublease and Sublandlord has not entered into any sublease or other entities agreement regarding the occupancy of such space. Additionally, if at any time during the Sublease Term, Sublandlord desires to sublease the Expansion Space or any portion thereof to any third party (each such new bank, financial institution or other entity, an a Augmenting LenderProspective Subtenant; provided that no Ineligible Institution may be an Augmenting Lender), which agree Sublandlord shall provide written notice to increase their existing Revolving Credit CommitmentsSubtenant prior to making any offers (or requests for offers) to, or provide new Revolving Credit Commitmentsaccepting any unsolicited offers from, as Prospective Subtenants regarding such Expansion Space, and Subtenant may exercise its Expansion Option by giving written notice to Sublandlord within ten (10) business days after receipt of such notice that Subtenant elects to sublease the case may be; provided that Expansion Space or applicable portion thereof. If Subtenant does not exercise the Expansion Option within such ten (i10) each Augmenting Lenderbusiness day period, then Sublandlord shall be free to offer the applicable portion of the Expansion Space to a Prospective Subtenant; provided, however, that if Sublandlord does not enter a sublease with a Prospective Subtenant within ninety (90) days after providing the original notice to Subtenant, Sublandlord shall again comply with the terms of this Section 17 with respect to such Expansion Space. If Subtenant exercises its Expansion Option, Sublandlord shall deliver the Expansion Space in its “AS IS” condition to Subtenant within thirty (30) days thereafter (subject to Prime Landlord’s consent, to the approval extent such consent is required). Subtenant shall commence paying Sublease Rent with respect to the Expansion Space upon the date the Expansion Space is delivered to Subtenant or such earlier date upon which Subtenant occupies or uses any portion of the Borrower, each Letter of Credit Issuer and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.15. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereofExpansion Space. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (if Subtenant occupies or in the Revolving Credit Commitment of uses any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 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 an Authorized Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date as to the organizational 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 Credit Commitments, (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all Expansion Space without having first exercised its Expansion Option, Sublandlord, at its option, may deem such use or occupancy by Subtenant to be an election by Subtenant to exercise its Expansion Option and immediately upon written notice from Sublandlord to Subtenant, Subtenant shall commence paying Sublease Rent with respect to the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower Expansion Space. Nothing herein shall be deemed construed to have repaid and reborrowed all outstanding Revolving Credit Loans as permit Subtenant to use or occupy any portion of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant Expansion Space prior to the provisions actual exercise by Subtenant of Section 2.11 if its Expansion Option. Sublandlord and Subtenant acknowledge that the deemed payment occurs other than on Sublease Premises are not separately demised from the last day of Expansion Space. Prior to subleasing the related LIBOR Periods. Nothing contained in this Section 2.15 Expansion Space to a thirty party, Sublandlord agrees to construct demising walls, at its cost, to separate the Sublease Premises from the Expansion Space, provided that Sublandlord shall constitute, or otherwise be deemed have no obligation to be, construct any demising walls unless and until such subleasing to a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunderthird party occurs.

Appears in 2 contracts

Sources: Sublease Agreement, Sublease Agreement (Tier Technologies Inc)

Expansion Option. The Borrower may from time (a) If, at anytime during the Term, any space on the fourth floor of the Building contiguous to time elect to increase the Revolving Credit Commitments in minimum increments Premises which is leased as of $25,000,000 the date of this Lease becomes available for lease (or such lesser amount as the Administrative Agent may agree) so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an Increasing LenderExpansion Space”), or by one or more new banks, financial institutions or other entities Landlord agrees to deliver to Tenant a notice setting forth the terms upon which Landlord would lease the Expansion Space to a third party tenant (each the “Offer Notice”) and an offer to Tenant to lease such new bank, financial institution or other entity, an Expansion Space on such terms (the Augmenting LenderExpansion Space Option; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or . The Offer Notice shall provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lenderthe rent for the Expansion Space, which if the Offer Notice is given prior to the second (2nd) anniversary of this Lease, shall be subject to calculated on the approval of same Basic Rent and Additional Rent terms as provided in this Lease, or, if given after the Borrowersecond (2nd) anniversary, each Letter of Credit Issuer shall be the Fair Market Rental Value as determined by Landlord (but in no event less than the Basic Rent (on a per rentable square foot basis) and Additional Rent then currently paid by Tenant for the Administrative Agent and (iiPremises) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.15. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 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 an Authorized Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date as to the organizational 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 Credit Commitments, (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loans“Expansion Space Rent”), and (ii) that the Borrower term of the lease for the Expansion Space shall expire contemporaneously with the expiration of the lease term provided herein (as same may be extended as hereinafter provided). The obligation of Landlord to deliver an Offer Notice pursuant to this Section 32.1 is subject to the rights of any other tenant in the Building that has a lease as of the date hereof to such Expansion Space or to any other tenant then occupying the Expansion Space. (b) If Tenant wishes to exercise the Expansion Space Option, Tenant shall provide written notice to Landlord of its exercise of such right within ten (10) days after receipt of the Offer Notice. Thereafter, Tenant shall enter into an amendment to this Lease reasonably acceptable to both parties (the “Lease Amendment”) within thirty (30) days after receipt of the Offer Notice. If Tenant fails to timely enter into the Lease Amendment, Tenant shall be deemed to have repaid waived its Expansion Space Option. (c) Landlord shall only be obligated to deliver to Tenant an Offer Notice for any Expansion Space once for any particular space on the fourth (4th) floor contiguous to the Premises. (d) The delivery of an Offer Notice shall be null and reborrowed all outstanding Revolving Credit Loans as void, and Tenant shall have no rights under this Section 32 if at the time of such delivery: (i) Tenant shall not be in possession of seventy-five percent (75%) of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit LoansPremises, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9). The deemed payments made pursuant to clause or (ii) Tenant shall be in default, beyond applicable notice and cure periods, of any of its obligations under the term of this Lease. (e) If at the time Tenant exercises its Expansion Space Option, the term of this Lease has less than three (3) years remaining on its lease term, Tenant shall be required to exercise the Extension Option set forth in Section 31 hereof simultaneously with the exercise of the immediately preceding sentence Expansion Option. (f) Landlord shall only be obligated to deliver to Tenant an Offer Notice for any Expansion Space once in any twelve (12) consecutive month period, notwithstanding the fact that various blocks of Expansion Space may become available for lease at different times throughout such year. (g) Tenant shall be accompanied by payment of all accrued interest on the amount prepaid andentitled to a tenant improvement allowance, to be distributed in respect of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to a manner consistent with the provisions of Section 2.11 if Schedule D, in an amount equal to the deemed payment occurs other than on product of (i) $32.50 times, (ii) the last day rentable square feet of the related LIBOR Periods. Nothing contained Expansion Space, times (iii) a fraction, the numerator of which is the number of calendar months remaining in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part Term and the denominator of any Lender to increase its Revolving Credit Commitment hereunderwhich is the total number of calendar months in the Term.

Appears in 2 contracts

Sources: Sublease (Roka BioScience, Inc.), Sublease (Roka BioScience, Inc.)

Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit Commitments or enter into one or more tranches of term loans or increase an existing tranche of term loans (each an “Incremental Term Loan”), in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 50,000,000 so long as, after giving effect thereto, the aggregate amount of all such increases and all such Incremental Term Loans does not exceed $50,000,000500,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or to participate in such Incremental Term Loans, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer and the Administrative Agent and each Issuing Bank and Swingline Lender to the extent the consent of the Issuing Bank or the Swingline Lender would be required to effect an assignment under Section 9.04(b), and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G D hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H E hereto. No consent of any Lender (other than the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments or Incremental Term Loan pursuant to this Section 2.152.22. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.22 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 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 an Authorized a Responsible Officer of the Borrower and (B) the Borrower shall be in compliance (on a pro forma basis) with the covenant covenants contained in Section 9.3 6.11 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered pursuant to Section 4.01(c) on the effective date Effective Date as to the organizational 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 Credit CommitmentsCommitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) except in the case of any Incremental Term Loans, the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Term Benchmark Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans and the initial Term Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans and the initial Term Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans and the initial Term Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.22. Nothing contained in this Section 2.15 2.22 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder, or provide Incremental Term Loans, at any time. In connection with any increase of the Revolving Commitments or Incremental Term Loans pursuant to this Section 2.22, any Augmenting Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Augmenting Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.

Appears in 2 contracts

Sources: Credit Agreement (Paycom Software, Inc.), Credit Agreement (Paycom Software, Inc.)

Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit Commitments in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,000Section 41.1. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitments, as the case may be; provided Provided that (i) each Augmenting Lender, this Lease shall be subject to the approval of the Borrower, each Letter of Credit Issuer in full force and the Administrative Agent and effect; (ii) there shall not then be existing an Event of Default under this Lease; (xiii) Tenant and its affiliates shall be in physical occupancy of at least 75% of the rentable area of the Premises; and (iv) Viacom International Inc. (or its successor) has not previously exercised its expansion right on the Expansion Space, Tenant shall have the one-time option (the “Expansion Option”) to lease the Expansion Space in accordance with the provisions of this Article 41. The leasing of the Expansion Space shall be upon all of the terms and conditions contained in this Lease, except as provided herein. Section 41.2. Landlord represents that the existing lease for the Expansion Space expires on January 31, 2015 and that Landlord shall not extend the term of such lease without Tenant’s consent so long as the Expansion Option is still in effect. Tenant may exercise the Expansion Option by notice to Landlord (the “Expansion Notice”) given on or before December 31, 2013 (time being of the essence with respect to Tenant’s obligation to exercise the Expansion Option by such date). Tenant’s Expansion Notice shall be accompanied by Tenant’s determination of the Fair Market Value of the Expansion Space (“Tenant’s Expansion Determination”), which shall constitute the minimum that Tenant can claim is the Fair Rental Value of the Expansion Space in any arbitration thereof. If Tenant shall timely exercise the Expansion Option in the case manner set forth above, then on the date (the “Expansion Space Commencement Date”) on which Landlord delivers possession of an Increasing Lenderthe Expansion Space to Tenant, vacant, free of occupants and free and clear of any and all rights of any other tenants or occupants of the Building, the Borrower Expansion Space automatically shall be deemed to be and such Increasing Lender execute an agreement substantially shall be added to and form part of the Premises under this Lease except (A) the Fixed Rent for the Expansion Space shall be 100% of the Fair Market Value of the Expansion Space (with no abatement of Fixed Rent), (B) Tenant’s Share for the Expansion Space shall be a fraction, expressed as a percentage, the numerator of which shall be the rentable square footage of the Expansion Space and the denominator of which shall be the rentable square footage of the Building then used by Landlord generally in new leases, (C) Tenant shall accept the form of Exhibit G heretoExpansion Space in “as is” but broom clean condition, and (yD) Landlord shall not be obligated to pay a Tenant Improvement Allowance with respect to the Expansion Space, provided all of the same is taken into account in determining Fair Market Value. Section 41.3. Within 30 days after receipt of the Expansion Notice and Tenant’s Expansion Determination, Landlord shall deliver to Tenant Landlord’s determination of the Fair Rental Value for the Expansion Space (“Landlord’s Expansion Determination”), if it disagrees with Tenant, which shall constitute the maximum that Landlord can claim is the Fair Rental Value for the Expansion Space in any arbitration thereof. If the parties fail to agree upon the Fair Market Value of the Expansion Space within thirty (30) days after the date of Landlord’s Expansion Determination, then the dispute shall be resolved by arbitration as set forth in Section 40.3, except Tenant’s Expansion Determination shall be substituted for Tenant’s Minimum Determination and Landlord’s Expansion Determination shall be substituted for Landlord’s Maximum Determination. If the dispute shall not have been resolved on or before the Expansion Space Commencement Date, then pending such resolution, Tenant shall pay, as Fixed Rent for the Expansion Space, an amount equal to the average of Landlord’s Expansion Determination and Tenant’s Expansion Determination. Within 30 days after the final determination of Fair Market Value, Landlord and Tenant shall reconcile any overpayment or underpayment. Section 41.4. If Tenant fails timely to give the Expansion Notice under this Article 41, then (i) Landlord may enter into one or more leases of the Expansion Space (or any portion thereof) with third parties on such terms and conditions as Landlord shall determine, (ii) the Expansion Option shall be null and void and of no further force and effect and Landlord shall have no further obligation to lease the Expansion Space (or any portion thereof) to Tenant and (iii) Tenant shall, as soon as reasonably practicable after demand by Landlord, execute an instrument reasonably satisfactory to Landlord and Tenant confirming Tenant’s waiver of, and extinguishing, the Expansion Option. Section 41.5. Promptly after the occurrence of the Expansion Space Commencement Date, Landlord and Tenant shall confirm the occurrence thereof and the inclusion of the Expansion Space in the case Premises by executing an instrument reasonably satisfactory to Landlord and Tenant; provided that failure by Landlord or Tenant to execute such instrument shall not affect the inclusion of an Augmenting Lenderthe Expansion Space in the Premises in accordance with this Article 41. Section 41.6. If Landlord is unable to deliver possession of the Expansion Space to Tenant for any reason on or before the Expansion Space Commencement Date, the Borrower and effective date such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (other than the Lenders participating in the increase) Expansion Space shall be required for any increase in Revolving Credit Commitments pursuant deemed to this Section 2.15. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 be part of the Premises shall become effective on be the date agreed by on which Landlord is able to so deliver possession and Landlord shall have no liability to Tenant therefor and this Lease shall not in any way be impaired. If an existing tenant of the BorrowerExpansion Space holds over, Landlord shall commence and prosecute to conclusion an eviction action against such holdover tenant, to obtain possession of such Expansion Space. This Section 41.6 constitutes “an express provision to the Administrative Agent contrary” within the meaning of Section 223-a of the New York Real Property Law and the relevant Increasing Lenders any other law of like import now or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereofhereafter in effect. Notwithstanding the foregoing, no increase if Landlord is unable to deliver possession of the Expansion Space to Tenant within 180 days after the anticipated commencement date for such Expansion Space specified by Landlord after Tenant’s request therefor, Tenant, upon notice to Landlord given within fifteen (15) days after the expiration of such 180 day period (unless the commencement date for the Expansion Space shall have occurred prior to the giving of such notice), may withdraw its Expansion Notice and the Expansion Space shall not become part of the Premises. Section 41.7. Notwithstanding anything in this Article 41 to the Revolving Credit Commitments contrary, if Landlord anticipates that the Expansion Space shall become vacant and free of the option of Viacom International Inc. (or in its successors) prior to the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unlessscheduled Expansion Space Commencement Date, (i) on then Landlord may accelerate the proposed date Expansion Space Commencement Date by delivering a notice to Tenant advising it of the effectiveness accelerated Expansion Space Commencement Date as well as specifying Landlord’s Expansion Determination for such Expansion Space. In such event, Tenant, if it wishes to exercise such option, shall do so by delivering to Landlord the Expansion Notice within 30 days of Landlord’s notice (time being of the essence with respect to Tenant’s obligation to give Tenant’s Expansion Notice by such increasedate), and otherwise in accordance with this Article 41. Section 41.8. As a condition of Tenant’s exercise of the Expansion Option, the Term of this Lease shall be extended for a two year period so that the Fixed Expiration Date shall be October 31, 2020, upon all of the terms and conditions of this Lease. The Fixed Rent for such additional two year period (Aas such Fixed Rent shall be increased pursuant to Section 3.5 of this Lease) the conditions is set forth in paragraphs (a) and (b) of Section 6.2 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 an Authorized Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date as to the organizational 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 Credit Commitments, (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 if the deemed payment occurs other than on the last day of the related LIBOR Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder.Schedule C.

Appears in 2 contracts

Sources: Lease Agreement (Everyday Health, Inc.), Lease Agreement (Everyday Health, Inc.)

Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 10,000,000 so long as, after giving effect thereto, the aggregate amount of such increases and all such Incremental Term Loans does not exceed $50,000,000100,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit to participate in such Incremental Term Loans, or extend Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrower and the Administrative Agent (such approval of the Administrative Agent not to be unreasonably withheld or delayed) and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G B hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H C hereto. No consent of any Lender (other than the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments or Incremental Term Loan pursuant to this Section 2.152.20. Any Lender that does not respond to any such requested increase or tranche of Incremental Term Loan shall be deemed to have not consented thereto. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 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 an Authorized a Financial Officer of the Borrower and (B) the Borrower shall be in compliance (on a Pro Forma Basis reasonably acceptable to the Administrative Agent) with the covenant covenants contained in Section 9.3 6.05 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational 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 Credit CommitmentsCommitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) except in the case of any Incremental Term Loans, the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.20. Nothing contained in this Section 2.15 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender (which election shall be in such Lender’s absolute and sole discretion) to increase its Revolving Credit Commitment hereunder, or provide Incremental Term Loans, at any time.

Appears in 2 contracts

Sources: Credit Agreement, Credit Agreement (Maxim Integrated Products Inc)

Expansion Option. (a) Tenant shall have the additional option ("First Expansion Option"), by providing written notice thereof to Landlord (the "First Expansion Election Notice") at any time between April 1, 1996 and October 1, 1996, to include under this Lease an additional 4,000 to 5,000 square feet of Net Rentable Area on the fifteenth (15th) Floor of the Building. The Borrower amount of additional space to be included under this Lease pursuant to the First Expansion Option shall be identified by Tenant in the First Expansion Election Notice. The actual space to be included under this Lease pursuant to the First Expansion Option shall be designated by Landlord, provided, however, it shall be internally contiguous and contiguous to the then existing Leased Premises and shall have a reasonable configuration (the "First Expansion Space"). Landlord and Tenant shall then enter into an amendment to this Lease to cover such First Expansion Space on the same terms and provisions then in effect under this Lease, except as otherwise provided hereunder and except that (i) the annual Base Rental rate for the First Expansion Space shall be adjusted to reflect the Prevailing Rental Rate as of the date such First Expansion Space will be made available to Tenant, (ii) Landlord shall not be required to provide (but may from do so at its option and with Tenant's consent) any improvement allowance, abatement of Rent, or other incentives, inducements or allowances, (iii) Tenant shall be entitled to one additional (1) unreserved parking permit per 680 square feet of Net Rentable Area leased pursuant to such First Expansion Option, at the prevailing market rate therefor as of the addition of such First Expansion Space to the Leased Premises, and thereafter adjust in accordance with any such changes to such market charges, (iv) Tenant shall not have the right to assign its expansion rights to any sublessee of the Leased Premises, nor may any such sublessee exercise such expansion rights, and (v) the First Expansion Space will be provided in its then existing condition (on an "as is" basis; provided, however, Landlord shall remove and dispose of any Existing Asbestos located in the First Expansion Space, other than the Existing Asbestos located on the perimeter columns of the First Expansion Space). The First Expansion Space shall be made available to Tenant between October 1, 1996 and February 1, 1997. Tenant's obligation to commence paying Rent on such First Expansion Space shall commence on the earliest to occur of (1) Tenant's occupancy of such First Expansion Space for the purpose of conducting business therefrom, or (2) sixty (60) days following the delivery of such First Expansion Space by Landlord to Tenant. Landlord shall, at Landlord's cost and expense, be required to make any alterations to the First Expansion Space and the Building which are required by law in order to provide such space to Tenant (i.e. corridors, access, etc.) (b) Tenant shall have the additional option ("Second Expansion Option"), by providing written notice thereof to Landlord (the "Second Expansion Election Notice")at any time between March 1, 1997 and September 1, 1997, to time elect include under this Lease an additional 4,000 to increase 5,000 square feet of Net Rentable Area on the Revolving Credit Commitments fifteenth (15th) Floor of the Building. The amount of additional space to be included under this Lease pursuant to the Second Expansion Option shall be identified by Tenant in minimum increments the Second Expansion Election Notice. The actual space to be included under this Lease pursuant to the Second Expansion Option shall be designated by Landlord, provided, however, it shall be internally contiguous and contiguous to the then existing Leased Premises and shall have a reasonable configuration (the "Second Expansion Space"). Landlord and Tenant shall then enter into an amendment to this Lease to cover such Second Expansion Space on the same terms and provisions then in effect under this Lease, except as otherwise provided hereunder and except that (i) the annual Base Rental rate for the Second Expansion Space shall be adjusted to reflect the Prevailing Rental Rate, as of $25,000,000 the date such Second Expansion Space will be made available to Tenant (ii) Landlord shall not be required to provide (but may do so at its option and with Tenant's consent) any improvement allowance, abatement of Rent, or other incentives, inducements or allowances, (iii) Tenant shall be entitled to one additional (1) unreserved parking permit per 680 square feet of Net Rentable Area leased pursuant to such lesser Second Expansion Option at the prevailing market rate therefor as of the addition of such Second Expansion Space to the Leased Premises, and thereafter adjust in accordance with any such changes to such market charges, (iv) Tenant shall not have the right to assign its expansion rights to any sublessee of the Leased Premises, nor may any such sublessee exercise such expansion rights, and (v) the Second Expansion Space will be provided in its then existing condition (on an "as is" basis; provided, however, Landlord shall remove and dispose of any Existing Asbestos located in the Second Expansion Space, other than the Existing Asbestos located on the perimeter columns of the Second Expansion Space). The Second Expansion Space shall be made available to Tenant between September 1, 1997 and January 1, 1998. Tenant's obligation to commence paying Rent on such Second Expansion Space shall commence on the earliest to occur of (1) Tenant's occupancy of such Second Expansion Space for the purpose of conducting business therefrom, or (2) sixty (60) days following the delivery of such Second Expansion Space by Landlord to Tenant. Landlord shall, at Landlord's cost and expense, be required to make any alterations to the Second Expansion Space and the Building which are required by law in order to provide such space to Tenant (i.e corridors, access, etc.) (c) In the event Tenant exercises its right under either the First Expansion Option or the Second Expansion Option, but objects to Landlord's determination of the Prevailing Rental Rate, then the Prevailing Rental Rate shall be determined in accordance with the procedure set forth in Section 12.02(l) of this Lease. (d) If Tenant exercises the Preferential Right under Section 11.01 and such exercise results in a reduction of the number of square feet of Net Rentable Area available for Tenant's First Expansion Option and Second Expansion Option then the amount of expansion space contained in the First Expansion Option and the Second Expansion Option shall be reduced to the amount of Net Rentable Area available on the fifteenth (15th) floor at the respective times such expansion options may be exercised by Tenant. In the event Tenant exercises its right under either the First Expansion Option or the Second Expansion Option and as a result of Tenant exercising its rights under the Administrative Agent may agree) so long as, after giving effect theretoPreferential Right (as defined in Section 11.01), the aggregate amount remaining space on the fifteenth (15th) Floor of such increases does the Building that is not exceed $50,000,000. The Borrower may arrange for any such increase to be provided then being leased by one Tenant is less than 4,000 square feet of Net Rentable Area, then the First Expansion Option or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitmentsthe Second Expansion Option, as the case may be; provided that (i) each Augmenting Lender, shall be subject revised to the approval include all of the Borrower, each Letter of Credit Issuer and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.15. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 shall become effective Net Rentable Area on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments fifteenth (or in the Revolving Credit Commitment of any Lender15th) shall become effective under this paragraph unless, (i) on the proposed date Floor of the effectiveness of such increase, Building which is not then being leased by Tenant. (Ae) the conditions set forth in paragraphs (a) and (b) of Section 6.2 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 an Authorized Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date as to the organizational 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 Credit Commitments, (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 if the deemed payment occurs other than on the last day of the related LIBOR Periods. Nothing contained Notwithstanding anything in this Section 2.15 10.01 to the contrary, Tenant's First Expansion Option and Second Expansion Option shall constituteterminate if this Lease or Tenant's right to possession of the Leased Premises is terminated, or otherwise be deemed if Tenant fails to betimely exercise the First Expansion Option or the Second Expansion Option; provided, however, Tenant's failure to timely exercise the First Expansion Option shall not result in a commitment on termination of the part of any Lender to increase its Revolving Credit Commitment hereunderSecond Expansion Option."

Appears in 2 contracts

Sources: Lease Agreement (Howell Corp /De/), Lease Agreement (Howell Corp /De/)

Expansion Option. The Borrower may from time to time elect elect, not more than six (6) times during the term of this Agreement, to increase the Revolving Credit General Partnership Commitments in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 10,000,000 so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,000250,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, Commitment an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, Commitments or provide extend new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrower and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G F hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H G hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 shall be satisfied or waived by the Required Lenders Lenders, and the Administrative Agent shall have received a certificate to that effect dated as of such date and executed by an Authorized a Financial Officer of the Borrower and (B) the Borrower shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenant covenants contained in Section 9.3 6.12 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational 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 Credit Commitments, (i) each relevant Increasing Lender and Augmenting 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 LendersLenders of such Class, 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 Lenders, each Lender’s portion of the outstanding Revolving Credit General Partnership Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit General Partnership Loans, and (ii) the Borrower Administrative Agent shall be deemed to have repaid and reborrowed reallocate all outstanding Revolving Credit General Partnership Loans as of the date of any increase in the Revolving Credit General Partnership Commitments (with such reborrowing any related borrowings to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments reallocation made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the reallocated amount prepaid and, in respect of each LIBOR Eurodollar Loan, shall be subject to indemnification compensation by the Borrower pursuant to in accordance with the provisions of Section 2.11 if the deemed payment occurs other than on the last day of the related LIBOR Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder.of

Appears in 2 contracts

Sources: Credit Agreement (Inergy Midstream, L.P.), Credit Agreement (Inergy Midstream, L.P.)

Expansion Option. The Borrower Solely to the extent that the Covenant Suspension Period is not in effect, theThe Company may from time to time after the Amendment No. 45 Effective Date elect to increase the Revolving Credit total Multicurrency Tranche Commitments and/or the total Dollar Tranche Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) so long as, after giving effect thereto, the aggregate amount of such increases and all such Incremental Term Loans does not exceed the sum of (A) $50,000,000200,000,000 plus (B) an unlimited additional amount such that, in the case of this clause (B) only, after giving effect (including giving effect on a Pro Forma Basis reasonably acceptable to the Administrative Agent) to any such increase in the Multicurrency Tranche Commitments, increase in the Dollar Tranche Commitments and/or tranche of Incremental Term Loans (assuming that any such incremental Multicurrency Tranche Commitments, incremental Dollar Tranche Commitments and such Incremental Term Loans are drawn in full), the Senior Secured Leverage Ratio is equal to or less than the Applicable Senior Secured Leverage Ratio Level (other than to the extent such increased Multicurrency Tranche Commitments, such increased Dollar Tranche Commitments and/or such Incremental Term Loans are incurred pursuant to this clause (B) concurrently with the incurrence of increased Multicurrency Tranche Commitments, increased Dollar Tranche Commitments and/or Incremental Term Loans in reliance on clause (A) above, in which case the Senior Secured Leverage Ratio shall be permitted to exceed the Applicable Senior Secured Leverage Ratio Level to the extent of such increased Multicurrency Tranche Commitments, increased Dollar Tranche Commitments and/or such Incremental Term Loans incurred in reliance on such clause (A)); provided that, for the avoidance of doubt, increased Multicurrency Tranche Commitments, increased Dollar Tranche Commitments and/or Incremental Term Loans may be incurred pursuant to this clause (B) prior to utilization of the amount set forth in clause (A) above. As used herein, “Applicable Senior Secured Leverage Ratio Level” means a ratio equal to (x) the numerator of the maximum Senior Secured Leverage Ratio permitted under Section 6.12(c) at such time minus 0.25 to (y) 1.00. The Borrower Company may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other institutional investors or entities (each such new bank, financial institution or other investor or entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or to participate in such Incremental Term Loans, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer Company and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower Company and such Increasing Lender execute an agreement substantially in the form of Exhibit G C hereto, and (y) in the case of an Augmenting Lender, the Borrower Company and such Augmenting Lender execute an agreement substantially in the form of Exhibit H D hereto. No consent of any Lender (other than the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments or Incremental Term Loan pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the BorrowerCompany, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 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 an Authorized a Financial Officer of the Borrower Company and (B) the Borrower Company shall be in compliance (on a Pro Forma Basis reasonably acceptable to the Administrative Agent) with the covenant covenants contained in Section 9.3 and 6.12, (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Restatement Effective Date as to the organizational power and authority of the Borrower Borrowers to borrow hereunder after giving effect to such increase. On the effective date of any increase and (iii) such increase in the Revolving Credit CommitmentsCommitments or valid perfected Liens on all the Collateral in favor of the Administrative Agent, on behalf of itself and the other Secured Parties, and such Liens constitute perfected and continuing Liens on the Collateral, securing the Secured Obligations, enforceable against the applicable Loan Party and all third parties as provided by applicable law, and having priority over all other Liens on the Collateral except in the case of (ia) each relevant Increasing Lender and Augmenting Lender shall make available Permitted Encumbrances, to the extent any such Permitted Encumbrances would have priority over the Liens in favor of the Administrative Agent such amounts in immediately available funds as pursuant to any applicable law and (b) Liens perfected only by possession (including possession of any certificate of title) to the extent the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use has not obtained or does not maintain possession of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 if the deemed payment occurs other than on the last day of the related LIBOR Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunderCollateral.

Appears in 2 contracts

Sources: Credit Agreement (CIMPRESS PLC), Credit Agreement (CIMPRESS PLC)

Expansion Option. The Borrower Company may from time to time elect to increase the Revolving Credit Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 10,000,000 so long as, after giving effect thereto, the aggregate amount of such increases and all such Incremental Term Loans does not exceed $50,000,000250,000,000. The Borrower Company may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit to participate in such Incremental Term Loans, or extend Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer Company and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the each Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G C hereto, and (y) in the case of an Augmenting Lender, the each Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H D hereto. No consent of any Lender (other than the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments or Incremental Term Loan pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the BorrowerCompany, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 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 an Authorized a Financial Officer of the Borrower Company and (B) the Borrower Company shall be in compliance (on a pro forma basis) with the covenant covenants contained in Section 9.3 6.16 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational corporate power and authority of the each Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit CommitmentsCommitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) except in the case of any Incremental Term Loans, each Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of Company Revolving Loans and/or Canadian Revolving Loans, as applicable, of the Types of Revolving Credit Loansand having related Interest Periods, with related LIBOR Periods if applicable, specified in a notice delivered by the applicable Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurocurrency Loan or BA Equivalent Loan, shall be subject to indemnification by the applicable Borrower pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. The Incremental Term Loans (a) may be incurred only by the Company, (b) shall rank pari passu in right of payment with the Revolving Loans, (c) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by each Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.20. Nothing contained in this Section 2.15 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder, or provide Incremental Term Loans, at any time.

Appears in 2 contracts

Sources: Credit Agreement (Watsco Inc), Credit Agreement (Watsco Inc)

Expansion Option. (a) The Borrower Company may from time to time after the Closing Date elect to increase the U.S. Revolving Credit Commitments, Alternative Currency Revolving Commitments or any Extended Revolving Commitments (“Increased Commitments”), in minimum increments each case in an aggregate principal amount of not less than $25,000,000 (or such lesser amount as the Administrative Agent may agree) 10,000,000 so long as, after giving effect thereto, the aggregate amount of all such increases does Increased Commitments would not exceed $50,000,00075,000,000. The Borrower Company may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its U.S. Revolving Credit Commitment, Alternative Currency Revolving Commitments or Extended Revolving Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing U.S. Revolving Credit Commitment, Alternative Currency Revolving Commitments or Extended Revolving Commitment, or extend U.S. Revolving Commitments, Alternative Currency Revolving Commitments or provide new Extended Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, Lender and each Increasing Lender shall be subject to the approval of the Borrower, each Letter of Credit Issuer and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.15. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 shall become effective on the date agreed by the BorrowerCompany, the Administrative Agent and the Issuing Bank and Swingline Lender (such consents not to be unreasonably withheld or delayed). Without the consent of any Lenders other than the relevant Increasing Lenders or Augmenting Lenders, this Agreement and the other Loan Documents may be amended pursuant to an Additional Credit Extension Amendment as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate Company, to that effect dated such date and executed by an Authorized Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date as to the organizational 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 Credit Commitments, (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 if the deemed payment occurs other than on the last day of the related LIBOR Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder2.19.

Appears in 2 contracts

Sources: Credit Agreement (Dole PLC), Credit Agreement (Dole PLC)

Expansion Option. The Prior to the twelve (12) months immediately preceding the Scheduled Maturity Date, Sponsor may request an increase to the Sponsor Borrower Loan which request shall be approved by Lender in its sole discretion. Sponsor may from time request any increase to time elect the Sponsor Borrower Loan as described below, up to increase the Revolving Credit Commitments in minimum increments a maximum of $25,000,000 (or such lesser amount as the Administrative Agent may agree) so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitments, as the case may be; 300,000,000 provided that (i) each Augmenting Lenderno Potential Default, Event of Default, Affiliate Borrower Default or Potential Affiliate Borrower Default shall have occurred and be subject to the approval continuing under any of the Borrower, each Letter of Credit Issuer Loan Documents or Affiliate Borrower Loan Documents and shall have occurred and then be continuing at the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.15. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness time of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 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 an Authorized Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date as to the organizational 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 Credit Commitments, (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loans, and (ii) the representations and warranties of Section 7 are true and correct at the time of such increase. Sponsor may exercise such request by delivering to Lender 60 days prior written Notice of its request to increase the Sponsor Borrower Loan including the amount of such requested increase, which Notice shall be accompanied by the Expansion Fee. If the request to increase the Sponsor Borrower is approved by Lender in its sole discretion, then, (a) Sponsor shall pay all reasonable costs and expenses that Lender and Servicer may incur in connection with such increase including, but not limited to, Attorneys’ Fees and Costs, and (b) Sponsor and Borrower shall be deemed execute and where appropriate acknowledge (1) amendments to have repaid the Loan Documents, in form and reborrowed all outstanding Revolving Credit Loans substance acceptable to Lender in its sole discretion, as of Lender deems necessary in its sole discretion to evidence the date of any increase in the Revolving Credit Commitments Sponsor Borrower Loan, and (with such reborrowing 2) any other amendments or agreements deemed necessary by Lender in its sole discretion, including, but not limited to, amendments to consist the title insurance policy(ies) increasing the amount of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified coverage provided thereunder. All amendments referred to in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9). The deemed payments made pursuant to clause (iib)(1) of the immediately preceding sentence shall be accompanied prepared by payment Lender’s counsel and delivered to Sponsor and Borrower within a reasonable period of time following Lender’s approval of the increase to the Sponsor Borrower Loan. Upon Lender’s approval, in its sole discretion, of the increase to the Sponsor Borrower Loan, and Sponsor’s and Borrower’s compliance with all accrued interest on of the provisions set forth herein, the Sponsor Borrower Loan shall be increased to the amount prepaid and, requested by Sponsor or such lesser amount as approved by Lender in respect of each LIBOR Loan, its sole discretion (the “Expansion Amount”). The minimum amount which can be requested herein by Sponsor pursuant to this Section shall be subject to indemnification by the Borrower pursuant $25,000,000 (“Minimum Requested Expansion Amount”). Subject to the provisions of Section 2.11 if the deemed payment occurs other than on the last day of the related LIBOR Periods. Nothing contained in 2.4.1 and this Section 2.15 2.4.3, in no event shall constitutethe number of requested increases by Sponsor exceed 2 within any 12 month period, or otherwise and if a requested increase to the Sponsor Borrower Loan is not approved by Lender, then the Sponsor shall not be deemed entitled to be, a commitment on request any further increases to the part of any Lender to increase its Revolving Credit Commitment hereunderSponsor Borrower Loan.

Appears in 2 contracts

Sources: Credit Agreement (Preferred Apartment Communities Inc), Credit Agreement (Preferred Apartment Communities Inc)

Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit Commitments enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case a minimum increments amount of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 10,000,000 and any integral of $5,000,000 in excess thereof, so long as, after giving effect thereto, the aggregate amount of such increases Incremental Term Loans does not exceed $50,000,0000. The Borrower may arrange for any such increase tranche to be provided by one or more Lenders (each Lender so agreeing to an increase participate in its Revolving Credit Commitmentsuch Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitments, as the case may beparticipate in such Incremental Term Loans; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrower and the Administrative Agent Agent, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G B hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H C hereto. No consent of any Lender (other than the Lenders participating in the increaseany Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments Incremental Term Loan pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments Incremental Term Loans created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment tranche of any Lender) Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increaseIncremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 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 an Authorized a Financial Officer of the Borrower and (B) the Borrower shall be in compliance (on a pro forma basis) with the covenant covenants contained in Section 9.3 6.02 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such increaseIncremental Term Loans. On The Incremental Term Loans (a) shall rank pari passu in right of payment with the effective date of Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any increase in event no more favorably than) the Revolving Credit Commitments, Loans; provided that (i) each relevant Increasing Lender the terms and Augmenting Lender shall make available conditions applicable to any tranche of Incremental Term Loans maturing after the Administrative Agent such amounts in immediately available funds as Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Administrative Agent shall determine, for the benefit of the other 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loans, Maturity Date and (ii) the Borrower shall Incremental Term Loans may be deemed priced differently than the Loans. Incremental Term Loans may be made hereunder pursuant to have repaid and reborrowed all outstanding Revolving Credit Loans an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as of appropriate, the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loansother Loan Documents, with related LIBOR Periods if applicable, specified in a notice delivered executed by the Borrower, each Increasing Lender participating in accordance with such tranche, each Augmenting Lender participating in such tranche, if any, and the requirements of Section 2.9)Administrative Agent. The deemed payments made pursuant Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to clause (ii) this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid andAdministrative Agent, in respect of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to effect the provisions of this Section 2.11 if the deemed payment occurs other than on the last day of the related LIBOR Periods2.20. Nothing contained in this Section 2.15 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase provide Incremental Term Loans, at any time. In connection with any Incremental Term Loans pursuant to this Section 2.20, any Augmenting Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Augmenting Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its Revolving Credit Commitment hereundername, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.

Appears in 2 contracts

Sources: Credit Agreement (Northwest Natural Gas Co), Credit Agreement (Northwest Natural Gas Co)

Expansion Option. The Borrower may from time to time elect after the Closing Date and not less than thirty (30) days prior to the end of the Availability Period, at its sole cost, expense and effort, request any one or more of the Lenders having a Commitment to increase the Revolving Credit Commitments amount of the Lender’s Commitment (the “Commitment Amount”) (the decision to increase the Commitment Amount of a Lender to be within the sole and absolute discretion of such Lender), request any other Eligible Assignee or new lender reasonably satisfactory to the Administrative Agent and the L/C Issuer (any such Person, a “New Lender”) be added to provide a new Commitment, and request the L/C Issuer to provide a new Commitment (each such requested commitment an “Incremental Commitment”), by submitting to the Administrative Agent a Commitment Increase Supplement, substantially in the form of Exhibit 2.15, duly executed by the Borrower and each such Lender or other Eligible Assignee or New Lender or L/C Issuer (each, an “Incremental Lender”). In each case, such Incremental Commitment shall be in a minimum amount of $5,000,000 and increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 1,000,000 in excess thereof so long as, after giving effect thereto, the aggregate amount of such increases does Aggregate Commitments do not exceed $50,000,000200,000,000. The Borrower may arrange Nothing in this Agreement shall be construed to obligate the Administrative Agent, Arrangers, the L/C Issuer or any Lender to negotiate for any such increase to be provided by one (whether or more Lenders (each Lender so agreeing to an increase not in its Revolving Credit Commitment, an “Increasing Lender”good faith), or by one or more new bankssolicit, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitmentsprovide, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject consent to the approval of the Borrower, each Letter of Credit Issuer and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.15Commitments. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 Each Incremental Commitment shall become effective on the a date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders L/C Issuer (each, a “Commitment Increase Date”), which shall be in any case on or Augmenting Lenders, and after the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 shall be satisfied satisfaction or waived waiver by the Required Lenders of the conditions precedent set forth in Section 4.03, and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Responsible Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 and (ii) the Borrower. The Administrative Agent shall have received documents notify the Lenders and opinions consistent with those delivered the Borrower, on or before 1:00 p.m. on the effective date as to the organizational power and authority day following a Commitment Increase Date, of the Borrower to borrow hereunder after giving effect to effectiveness of such increaseincrease in Commitments and shall record in the Register all applicable additional information in respect of such increase in Commitments. On the effective date Commitment Increase Date, each Incremental Lender participating in such Incremental Commitments shall be deemed to purchase and assume from each existing Lender having Loans and participations in Letters of any increase in the Revolving Credit Commitmentsoutstanding on such Commitment Increase Date, (i) each relevant Increasing Lender without recourse or warranty, an undivided interest and Augmenting Lender shall make available participation, to the Administrative Agent extent of such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit Lender’s Applicable Percentage of the other Lenders, as being required in order to cause, new Commitments (after giving effect to such increase in Commitments), in the aggregate outstanding Loans and participations in Letters of Credit, so as to ensure that, on the use of such amounts to make payments Commitment Increase Date after giving effect to such other Lendersincrease in Commitments, each Lender’s portion Lender is owed only its Applicable Percentage of the Loans and participations in Letters of Credit outstanding Revolving Credit Loans of all on such Commitment Increase Date. In connection with the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loansforegoing, it is understood and (ii) agreed that the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as require the written consent of the date L/C Issuer in connection with any Incremental Commitment and that the Letter of Credit Sublimit shall be automatically increased in an amount necessary such that after giving effect to any increase in Incremental Commitment the Revolving Letter of Credit Commitments (with such reborrowing to consist Sublimit is not less than 25% of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 if the deemed payment occurs other than on the last day of the related LIBOR Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunderAggregate Commitments.

Appears in 1 contract

Sources: Credit Agreement (Tennessee Valley Authority)

Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 5,000,000 so long as, after giving effect thereto, the aggregate amount of such increases and all such Incremental Term Loans does not exceed $50,000,000150,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit to participate in such Incremental Term Loans, or extend Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrower and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G C hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H D hereto. No consent of any Lender (other than the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments or Incremental Term Loan pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, Lenders and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 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 an Authorized a Financial Officer of the Borrower and (B) the Borrower shall be in compliance (on a Pro Forma Basis reasonably acceptable to the Administrative Agent) with the covenant covenants contained in Section 9.3 5.07 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational 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 Credit CommitmentsCommitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) except in the case of any Incremental Term Loans, the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.20. Nothing contained in this Section 2.15 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder, or provide Incremental Term Loans, at any time.

Appears in 1 contract

Sources: Credit Agreement (Parametric Technology Corp)

Expansion Option. The Borrower Company may from time to time elect to increase the Revolving Credit Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 10,000,000 so long as, after giving effect thereto, the aggregate amount of such increases and all such Incremental Term Loans does not exceed $50,000,000100,000,000. The Borrower Company may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit to participate in such Incremental Term Loans, or extend Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer Company and the Administrative Agent (such consent not to be unreasonably withheld or delayed) and (ii) (x) in the case of an Increasing Lender, the Borrower Company and such Increasing Lender execute an agreement substantially in the form of Exhibit G C hereto, and (y) in the case of an Augmenting Lender, the Borrower Company and such Augmenting Lender execute an agreement substantially in the form of Exhibit H D hereto. No consent of any Lender (other than the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments or Incremental Term Loan pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the BorrowerCompany, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, , (i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 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 an Authorized a Financial Officer of the Borrower Company and (B) the Borrower Company shall be in compliance (on a Pro Forma Basis) with the covenant covenants contained in Section 9.3 6.10 and (ii) the Administrative Agent shall have received documents and opinions (including legal opinions) consistent with those delivered on the effective date Effective Date as to the organizational power and authority of the Borrower Borrowers to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit CommitmentsCommitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) except in the Borrower case of any Incremental Term Loans, the Borrowers shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the applicable Borrower, or the Company on behalf of the applicable Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurocurrency Loan, unless waived by any applicable Lender in its reasonable discretion, shall be subject to indemnification by the Borrower Borrowers pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.20. Nothing contained in this Section 2.15 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder, or provide Incremental Term Loans, at any time.

Appears in 1 contract

Sources: Credit Agreement (Michael Kors Holdings LTD)

Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum increments of $25,000,000 (or such lesser amount 10,000,000; provided that, as of the Administrative Agent may agree) so long as, after giving effect theretoEffective Date, the aggregate amount of all such increases does and all such Incremental Term Loans shall not exceed $50,000,000100,000,000. The Borrower may arrange for any such increase or Incremental Term Loans to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or to participate in or provide such Incremental Term Loans, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, Lender shall be subject to the approval of the Borrower, each Letter of Credit Issuer and the Administrative Agent and, in the case of an increase in the Commitments, each Issuing Bank and the Swingline Lender (such approval not to be unreasonably withheld, delayed or conditioned) and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G C hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H D hereto. No consent of any Lender (other than the Lenders participating in the increaseincrease or any Incremental Term Loan and as set forth in the immediately preceding clause (i)) shall be required for any increase in Revolving Credit Commitments or Incremental Term Loans pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) other than in the case of any Certain Funds Term Loans, the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 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 an Authorized a Financial Officer or other executive officer of the Borrower Borrower, (B) in the case of any Certain Fund Term Loans, the Certain Funds Conditions shall be satisfied or waived by the Lenders providing such Certain Funds Term Loans and (BC) the Borrower shall be in compliance (immediately before and after giving effect (including giving effect on a pro forma basis after giving effect to the application on such date of the proceeds of any Loans funded on such date) to such increase or Incremental Term Loans, as applicable) with the covenant covenants contained in Section 9.3 6.11 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational power and authority of the Borrower (including, without limitation, resolutions with respect to borrow hereunder after giving effect to borrowing such increaseincrease or Incremental Term Loans). On the effective date of any increase in the Revolving Credit CommitmentsCommitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting 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 Lenders, as being required in order to cause, after giving effect to such increase or such Incremental Term Loans and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) except in the case of any Incremental Term Loans, the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR LoanEurodollar Loan (other than Swingline Loans), shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.20. Nothing contained in this Section 2.15 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder, or provide Incremental Term Loans, at any time. In connection with any increase of the Commitments or Incremental Term Loans pursuant to this Section 2.20, any Augmenting Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Augmenting Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.

Appears in 1 contract

Sources: Credit Agreement (Quality Systems, Inc)

Expansion Option. (a) The Borrower Company may from time to time elect to increase the Aggregate Revolving Credit Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) so long as, after giving effect thereto, the aggregate amount of Consolidated Leverage Ratio shall be at least 0.25:1.00 less than the ratio required to be maintained at such increases does not exceed $50,000,000. time by Section 7.12(a) (but subject to Section 1.03(e) with respect to any Incremental Term Loan requested with respect to any Limited Condition Acquisition). (b) The Borrower Company may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or to participate in such Incremental Term Loans, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer Company and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower Company and such Increasing Lender execute an agreement substantially in the form of Exhibit G H hereto, and (y) in the case of an Augmenting Lender, the Borrower Company and such Augmenting Lender execute an agreement substantially in the form of Exhibit H I hereto. No consent of any Lender (other than the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in the Aggregate Revolving Credit Commitments or Incremental Term Loans pursuant to this Section 2.152.14. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.14 shall become effective on the date agreed by the BorrowerCompany, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. . (c) Notwithstanding the foregoing, no increase in the Aggregate Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph Section 2.14 unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received (1) a certificate to that effect of each Loan Party dated such as of the effective date and executed of any increase in the Aggregate Revolving Commitments or any Incremental Term Loans being made signed by an Authorized a Responsible Officer of such Loan Party (i) certifying and attaching the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 and resolutions adopted by such Loan Party approving or consenting to such increase, and, (ii) in the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date as to the organizational power and authority case of the Borrower Company, including a Compliance Certificate demonstrating pro forma compliance with Section 7.12 after giving effect to borrow hereunder such increase (but subject to Section 1.03(e) with respect to any Incremental Term Loan requested with respect to any Limited Condition Acquisition) and (iii) certifying that, before and after giving effect to such increase. , (X) the representations and warranties contained in Article V are true and correct on and as of the effective date of any increase in the Aggregate Revolving Commitments or any Incremental Term Loans being made (except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representation and warranties contained in subsections (a), (b) and (c) of Section 5.05 shall be deemed to refer to the most recent statement furnished pursuant to clauses (a), (b) and (c), respectively, of Section 6.01) (but subject to Section 1.03(e) with respect to any Incremental Term Loan requested with respect to any Limited Condition Acquisition) and (Y) no Default or Event of Default exists (but subject to Section 1.03(e) with respect to any Incremental Term Loan requested with respect to any Limited Condition Acquisition) and (2) if reasonably requested by the Agent, a favorable opinion of counsel to the Loan Parties acceptable to the Agent, addressed to the Agent and each Lender, as to such matters concerning the Loan Parties with respect to such increase to the Aggregate Revolving Commitments or such Incremental Term Loan, as applicable, in form and substance satisfactory to the Agent. (d) On the effective date of any increase in the Aggregate Revolving Credit CommitmentsCommitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Percentage Pro Rata Share of such outstanding Revolving Credit Loans, and (ii) except in the Borrower case of any Incremental Term Loans, the applicable Borrowers shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Aggregate Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the BorrowerBorrowers, in accordance with the requirements of Section 2.92.02). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Term SOFR Loan or Alternative Currency Loan, shall be subject to indemnification by the Borrower Borrowers pursuant to the provisions of Section 2.11 3.05 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. (e) Any Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans and any other Incremental Term Loans, (ii) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (iii) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans and any other Incremental Term Loans; provided that (A) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (B) any Incremental Term Loans may be priced differently than the Revolving Loans and any other Incremental Term Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Agent, to effect the provisions of this Section 2.14. (f) Nothing contained in this Section 2.15 2.14 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder, or provide Incremental Term Loans, at any time. This Section shall supersede any provisions in Section 10.01 to the contrary.

Appears in 1 contract

Sources: Credit Agreement (Littelfuse Inc /De)

Expansion Option. The Borrower may from time to time elect to increase a. Provided that this Lease is in full force and effect, Tenant shall have the Revolving Credit Commitments in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) so long asexclusive option, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,000. The Borrower may arrange for any such increase to be provided exercised by notice (the “Election Notice”) as hereinafter provided, to include in this Lease for one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitments, 1) year as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval part of the Borrower, each Letter of Credit Issuer and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.15. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unlessLeased Premises, (i) that eastern portion of the third (3rd) f1oor of the Building which is presently vacant and does not include the Leased Premises, and contains approximately 15,000 rentable square feet as shown on Exhibit B-2 (the proposed “Entire East Side”).Tenant shall have the exclusive option to lease the Expansion Space, as of a delivery date to be mutually agreed upon by the parties, but not greater than ninety (90) days from the date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 Election Notice. b. Any Election Notice shall be satisfied or waived by the Required Lenders irrevocable upon delivery and the Administrative Agent time shall have received a certificate to that effect dated such date and executed by an Authorized Officer be of the Borrower and (B) the Borrower shall be essence in compliance connection with the covenant contained in Section 9.3 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date as to the organizational power and authority exercise of the Borrower Expansion Option hereunder. If Tenant does not elect to borrow hereunder after giving effect to such increase. On include the effective date of any increase in the Revolving Credit Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds Expansion Space as the Administrative Agent shall determine, for the benefit part of the other 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 Lenders, each Lender’s portion Leased Premises within one (1) year of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit LoansLease Commencement Date, and (ii) the Borrower Tenant shall be deemed to have repaid waived its expansion rights with respect to the Expansion Space. c. The Minimum Annual Rent for the Expansion Space shall be at the same per square foot rental rate as the entire Leased Premises and reborrowed pursuant to all outstanding Revolving Credit Loans as of the date of any increase in same Lease terms as set forth herein, including but not limited to, parking spaces, office space build out, laboratory buildout and/or rent. d. In the Revolving Credit Commitments (with such reborrowing to consist event Tenant duly and properly exercises the Expansion Option, the Expansion Space shall automatically become part of the Types Leased Premises covered by this Lease without execution of Revolving Credit Loansan amendment to this Lease. At the request of either party, with related LIBOR Periods if applicable, specified in the parties shall promptly execute and deliver a notice delivered by written amendment to this Lease reflecting the Borrower, in accordance with the requirements of Section 2.9). The deemed payments made pursuant to clause (ii) addition of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 if the deemed payment occurs other than on the last day expansion Space as part of the related LIBOR Periods. Nothing contained in this Section 2.15 shall constituteLeased Premises for the remainder of the Term, or otherwise be deemed to be, a commitment on the part increase of any Lender to increase its Revolving Credit Commitment hereunderthe Minimum Annual Rent and additional rental.

Appears in 1 contract

Sources: Lease Agreement (CONTRAFECT Corp)

Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit Commitments or enter into one or more tranches of incremental term loans (each an “Incremental Term Loan”), in each case in minimum increments of U.S. $25,000,000 (or such lesser amount as the Administrative Agent may agree) 25,000,000, so long as, after giving effect thereto, the aggregate amount of all such increases and Incremental Term Loans does not exceed an amount equal to U.S. $50,000,000250,000,000 minus the aggregate outstanding principal amount of all Permitted Term Debt. The Borrower Borrowers may arrange for any such increase or Incremental Term Loan to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit CommitmentCommitment or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, extend Revolving Commitments or provide new Revolving Credit Commitmentsparticipate in such Incremental Term Loans, as the case may be; provided provided, that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrower and the Administrative Agent Agent, such consent not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G C hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H D hereto. No consent of any Lender (other than the Lenders participating in the increaseincrease or Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments or any Incremental Term Loans pursuant to this Section 2.152.20. Increases and Increases, new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, Lenders and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 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 an Authorized a Financial Officer of the Borrower and (B) the Borrower shall be in compliance (on a Pro Forma Basis) with the covenant covenants contained in Section 9.3 6.11 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational 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 Credit Commitments, (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all of its outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurodollar Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. The Revolving Commitments added or increased hereby and Revolving Loans made in connection therewith shall be subject to the same terms and conditions (including, without limitation, payment terms, pricing, fees, maturity dates, and collateral requirements) as all other Revolving Loans and Revolving Commitments hereunder. In no event shall the fees, interest rates and other compensation offered or paid in respect of additional or increased Revolving Commitments under this Section 2.20 have higher rates, fees or compensation that amounts paid and payable to the then existing Revolving Lenders in respect of their Revolving Commitments and Revolving Loans. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans and Term Loans, (b) shall not mature earlier than the Term B Loan Maturity Date (but may have amortization prior to such date) and shall not have a shorter Weighted Average Life to Maturity than, the Term B Loans and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans and the Term Loans; provided, that: (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Term B Loan Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Term B Loan Maturity Date; and (ii) the applicable interest rate margins and (subject to the foregoing clause (b)) amortization schedule applicable to any Incremental Term Loan shall be determined by the Borrower and the Lenders thereunder; provided, that in the event that the applicable interest rate margins for any Incremental Term Loan is higher than the Applicable Margin for the Term B Loans by more than 50 basis points, then the Applicable Margin for the Term B Loans shall be increased to the extent necessary so that such Applicable Margin is equal to the applicable interest rate margins for such Incremental Term Loan minus 50 basis points; provided further, that, in determining the applicable interest rate margins for the Incremental Term Loan and the Term B Loans: (A) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Borrower to the Lenders under the Term B Loans or any Incremental Term Loan in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity); (B) customary arrangement or commitment fees payable to the joint lead arrangers (or their Affiliates) in connection with the Term B Loans or to one or more arrangers (or their Affiliates) of any Incremental Term Loan shall be excluded; and (C) if the Incremental Term Loan includes an interest rate floor greater than the interest rate floor applicable to the Term B Loans, such increased amount shall be equated to the applicable interest rate margin for purposes of determining whether an increase to the Applicable Margin for the Term B Loans shall be required, to the extent an increase in the interest rate floor for the Term B Loan would cause an increase in the interest rate then in effect thereunder, and in such case the interest rate floor (but not the Applicable Margin) applicable to the Term B Loan shall be increased by such amount. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.20. Nothing contained in this Section 2.15 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder, or provide Incremental Term Loans, at any time.

Appears in 1 contract

Sources: Credit Agreement (Quad/Graphics, Inc.)

Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 5,000,000 so long as, after giving effect thereto, the aggregate amount of such increases and all such Incremental Term Loans does not exceed $50,000,00075,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new to participate in such Incremental Term Loans, or extend Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, Lender shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrower and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G C hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H D hereto. No consent of any Lender (other than the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments or Incremental Term Loans pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated as of such date and executed by an Authorized a Financial Officer of the Borrower and (B) the Borrower shall be in compliance (on a pro forma basis) with the covenant covenants contained in Section 9.3 6.12 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational 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 Credit CommitmentsCommitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) except in the case of any Incremental Term Loans, the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurodollar Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans and the initial Term Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans and the initial Term Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans and the initial Term Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.20. Nothing contained in this Section 2.15 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder, or provide Incremental Term Loans, at any time.

Appears in 1 contract

Sources: Credit Agreement (Angiodynamics Inc)

Expansion Option. (a) The Borrower may from time to time after the Closing Date elect to increase the Revolving Credit Commitments or any Extended Revolving Commitments (the “Increased Commitments”) or add one or more tranches of term loans (each, an “Incremental Term Loan”), in minimum increments each case in an aggregate principal amount of not less than $25,000,000 (or such lesser amount as the Administrative Agent may agree) so long as, after giving effect thereto, the aggregate amount of all such increases Increased Commitments and all such Incremental Term Loans (other than Refinancing Term Loans) does not exceed $50,000,000750,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit CommitmentCommitment or Extended Revolving Commitments, or to participate in such Incremental Term Loan, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments or Extended Revolving Commitments, or provide new Revolving Credit Commitments, as the case may beto participate in such Incremental Term Loan; provided that (i) each Augmenting Lender (and, in the case of an Increased Commitment, each Increasing Lender, ) shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrower and the Administrative Agent and (ii) (x) and, in the case of an Increasing LenderIncreased Commitment, each Issuing Bank and Swingline Lender (such consents not to be unreasonably withheld or delayed). Without the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (Lenders other than the relevant Increasing Lenders participating or Augmenting Lenders, this Agreement and the other Loan Documents may be amended pursuant to an Additional Credit Extension Amendment as may be necessary or appropriate, in the increase) shall be required for any increase in Revolving Credit Commitments pursuant reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.152.19. Increases of Revolving Commitments, and Extended Revolving Commitment and new Revolving Credit Commitments Incremental Term Loans created pursuant to this Section 2.15 2.19 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, Lenders and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Extended Revolving Credit Commitment of any Lender) Commitments or Incremental Term Loans shall become effective be permitted under this paragraph unless, clause unless (i) on the proposed date of the effectiveness of such increaseincrease in the Revolving Commitments or Extended Revolving Commitments or borrowing of such Incremental Term Loan, (A) the conditions set forth in paragraphs clauses (a) and (b) of Section 6.2 4.02 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 an Authorized a Financial Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 and Borrower, (ii) the Administrative Agent shall have received such opinions and other certificates and documents as it may reasonably request and opinions consistent (iii) the Borrower shall be in compliance, calculated on a Pro Forma Basis (assuming for this purpose that all Increased Commitments were fully drawn), with those delivered on the effective date covenants contained in Section 6.09 as to of the organizational power and authority last day of the most recent fiscal quarter of the Borrower for which financial statements have been delivered pursuant to borrow hereunder after giving effect Section 5.01(a) or (b) prior to such increasetime. On the effective date of any increase in the Revolving Credit CommitmentsCommitments or Extended Revolving Commitments or any Incremental Term Loans being made (assuming that any Increased Commitments were fully drawn), (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) except in the Borrower case of any Incremental Term Loans, if, on the date of such increase, there are any Revolving Loans of the applicable Class outstanding, such Revolving Loans shall on or prior to the effectiveness of such Increased Commitments be deemed prepaid to have repaid the extent necessary from the proceeds of additional Revolving Loans made hereunder by the Increasing Lenders and reborrowed Augmenting Lenders, so that, after giving effect to such prepayments and any borrowings on such date of all or any portion of such Increased Commitments, the principal balance of all outstanding Revolving Credit Loans as of such Class owing to each Lender with a Revolving Commitment of such Class is equal to such Lender’s pro rata share (after giving effect to any nonratable Increased Commitment pursuant to this Section 2.19) of all then outstanding Revolving Loans of such Class. The Administrative Agent and the date of any increase Lenders hereby agree that the borrowing notice, minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the Revolving Credit Commitments (with such reborrowing transactions effected pursuant to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9)immediately preceding sentence. The deemed payments made pursuant to clause (ii) of the immediately second preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurodollar Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.15 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part The terms of any Incremental Term Loans shall be as set forth in the amendment to this Agreement providing for such Incremental Term Loans; provided that (i) no Lender will be required to increase its participate in any such Incremental Facility, (ii) the final maturity date of any Incremental Term Loans shall be no earlier than the Term A Loan Maturity Date, (iii) the Weighted Average Life to Maturity of such Incremental Term Loans shall not be shorter than the then remaining Weighted Average Life to Maturity of the Term A Loans, (iv) Incremental Term Loans shall not participate on a greater than pro rata basis with the other Term Loans in any optional or mandatory prepayment hereunder, (v) the interest margins, fees and original issue discount for the Incremental Term Loans shall be determined by the Borrower and the lenders of the Incremental Term Loans, (vi) Incremental Term Loans and Increased Commitments shall be secured on a pari passu basis with the other Loans and (vii) any Increased Commitments shall be on terms and pursuant to documentation applicable to the Revolving Credit Commitment hereunderCommitments or Extended Revolving Commitments and any Incremental Term Loans shall be on terms and pursuant to documentation to be determined, provided that, to the extent such terms and documentation are not consistent with the Term A Facility (except to the extent permitted by clause (ii), (iii) or (iv) above) they shall be reasonably satisfactory to the Administrative Agent. The Borrower shall seek commitments in respect of any Incremental Facility from existing Lenders or from additional banks, financial institutions and other institutional lenders reasonably acceptable to the Administrative Agent who will become Lenders in connection therewith. (b) This Section 2.19 shall override any provisions in Section 9.02 to the contrary.

Appears in 1 contract

Sources: Credit Agreement (Constellation Brands, Inc.)

Expansion Option. (a) The Borrower Borrowers may from time to time after the IPO Closing Date elect to increase the Revolving Credit Commitments, Refinancing Revolving Commitments or any Extended Revolving Commitments (“Increased Commitments”) or, with respect to the Term Borrower, enter into one or more tranches of term loans denominated in minimum increments Dollars (each, an “Incremental Term Loan”), in each case in an aggregate principal amount of not less than $25,000,000 20,000,000 (or such lesser amount as unless the Applicable Administrative Agent may agree) agrees to a lesser amount), so long as, immediately after giving effect thereto, the aggregate amount of all such increases Increased Commitments and all such Incremental Term Loans (other than Refinancing Incremental Term Loans), when taken together with the aggregate principal amount of Incremental Substitute Indebtedness, does not exceed the sum of (i) the greater of (x) $50,000,000. 380,000,000 and (y) 100% of LTM Consolidated EBITDA (measured at the time of incurrence thereof) plus (ii) an amount equal to all voluntary prepayments of Term Loans (including Incremental Term Loans, Extended Term Loans and any Refinancing Term Loans), Incremental Substitute Indebtedness and permanent reductions of Revolving Commitments, Extended Revolving Commitments and Refinancing Revolving Commitments (in each case, other than to the extent funded with proceeds of long-term Indebtedness and excluding prepayments of the Revolving Facility except to the extent the commitments thereunder are permanently reduced by the amount of such prepayments) plus (iii) any other amount so long as on a Pro Forma Basis (and assuming all Increased Commitments were fully drawn) the Senior Secured Net Leverage Ratio as of the last day of the most recent fiscal quarter of the Company for which financial statements have been delivered pursuant to Section 5.01(a) or (b) prior to such time would not exceed 3.00 to 1.00; provided that any Increased Commitments or Incremental Term Loan may be established or incurred under any of clause (i) or (ii) or (iii) above in the Company’s sole discretion, and absent any election, will be deemed under clause (iii) to the extent the incurrence ratio has been satisfied; provided further that if any Indebtedness is intended to be incurred under clause (iii) above and any other clause above in a single transaction or series of related transactions, (A) the incurrence of the portion of such Indebtedness to be incurred or implemented under clause (iii) shall be calculated first without giving effect to any Indebtedness to be incurred under any other clause, but giving full pro forma effect to the use of proceeds of the entire amount of such Indebtedness and the related transactions and (B) the incurrence of the portion of such Indebtedness to be incurred or implemented under the other applicable clauses shall be calculated thereafter. (b) The Borrower Company may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitments, Refinancing Revolving Commitments or Extended Revolving Commitment, or to participate in such Incremental Term Loan, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, Refinancing Revolving Commitments or provide new Extended Revolving Credit CommitmentsCommitment, or to participate in such Incremental Term Loan, as the case may be; provided that (i) each Augmenting Lender (and, in the case of an Increased Commitment, each Increasing Lender, ) shall be subject to the approval of the Borrower, each Letter of Credit Issuer Company and the applicable Administrative Agent and (iiwith respect to any Increasing Lender that is not an existing Revolving Lender) (x) and, in the case of an Increased Commitment of an Increasing Lender that is not an existing Revolving Lender, each Issuing Bank and Swingline Lender (such consents not to be unreasonably withheld or delayed). Without the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (Lenders other than the relevant Increasing Lenders participating or Augmenting Lenders, this Agreement and the other Loan Documents may be amended pursuant to an Additional Credit Extension Amendment as may be necessary or appropriate, in the increase) shall reasonable opinion of the applicable Administrative Agent and the Company, to effect the provisions of this Section 2.19 (including any amendments to and confirmations of the Non-U.S. Security Documents as may be required for any increase in Revolving Credit Commitments necessary or appropriate to ensure that the Collateral continues to secure the existing Obligations and extends to the additional Obligations arising pursuant to this Section 2.15such transaction). Increases of Revolving Commitments, Refinancing Revolving Commitments and Extended Revolving Commitment and new Revolving Credit Commitments Incremental Term Loans created pursuant to this Section 2.15 2.19 shall become effective on the date agreed by the BorrowerCompany, the applicable Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, Lenders and the applicable Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments, Refinancing Revolving Commitments (or in the Extended Revolving Credit Commitment of any Lender) Commitments or Incremental Term Loans shall become effective be permitted under this paragraph unless, unless (i) on the proposed date of the effectiveness of such increaseincrease in the Revolving Commitments, (A) Refinancing Revolving Commitments or Extended Revolving Commitments or borrowing of such Incremental Term Loan, the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 shall be satisfied or waived by the Required Lenders and the applicable Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Borrower Company and (Bii) the Borrower Company shall be in compliance compliance, calculated on a Pro Forma Basis (assuming for this purpose that all Increased Commitments were fully drawn), with the covenant contained in Section 9.3 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date 6.09 as to the organizational power and authority of the Borrower last day of the most recent fiscal quarter of the Company for which financial statements have been delivered pursuant to borrow hereunder after giving effect Section 5.01(a) or (b) prior to such increase. time. (c) On the effective date of any increase in the Revolving Credit CommitmentsCommitment, Refinancing Revolving Commitment or Extended Revolving Commitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the applicable Administrative Agent such amounts in immediately available funds as the applicable Administrative Agent shall determine, for the benefit of the other 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) except in the Borrower case of any Incremental Term Loans, if, on the date of such increase, there are any Revolving Loans of the applicable Class outstanding, such Revolving Loans shall on or prior to the effectiveness of such Increased Commitments be deemed prepaid to have repaid the extent necessary from the proceeds of additional Revolving Loans made hereunder by the Increasing Lenders and reborrowed Augmenting Lenders, so that, after giving effect to such prepayments and any borrowings on such date of all or any portion of such Increased Commitments, the principal balance of all outstanding Revolving Credit Loans as of such Class owing to each Lender with a Revolving Commitment of such Class is equal to such Lender’s pro rata share (after giving effect to any nonratable Increased Commitment pursuant to this Section 2.19) of all then outstanding Revolving Loans of such Class. Each Administrative Agent and the date of any increase Lenders hereby agree that the borrowing notice, minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the Revolving Credit Commitments (with such reborrowing transactions effected pursuant to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9)immediately preceding sentence. The deemed payments made pursuant to clause (ii) of the immediately second preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurocurrency Loan, shall be subject to indemnification by the Borrower Borrowers pursuant to the provisions of Section 2.11 2.15 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. Nothing contained . (d) The terms of any Incremental Term Loans shall be as set forth in the amendment to this Agreement providing for such Incremental Term Loans; provided that (i) other than with respect to a Qualifying Bridge Facility, the final maturity date of any Incremental Term Loans shall be no earlier than the Term B Loan Maturity Date, (ii) other than with respect to a Qualifying Bridge Facility, the Weighted Average Life to Maturity of such Incremental Term Loans shall not be shorter than the then remaining Weighted Average Life to Maturity of the then-existing Term Loans, (iii) Incremental Term Loans shall not participate on a greater than pro rata basis with the then-existing Term Loans in any optional or mandatory prepayment hereunder, (iv) the provisions with respect to payment of interest, original issue discount (“OID”) and upfront fees and the amortization schedule with respect to such Incremental Term Loans shall be as set forth in the applicable Additional Credit Extension Amendment; provided further that if the Yield of any Incremental Term Loans (other than Refinancing Incremental Term Loans) that are incurred prior to the twelve-month anniversary of the IPO Closing Date exceeds the Yield of the then-existing Term Loans by more than 50 basis points, then the Yield for the then-existing Term Loans shall be increased to the extent required so that the Yield of such Class or Classes of Term Loans is equal to the Yield of such Incremental Term Loans minus 50 basis points (this proviso, the “MFN Provision”) and (v) all other terms applicable to such Incremental Term Loans (other than provisions specified in clauses (i) through (iv) above) shall be consistent with the terms of the then-existing Term Loans or shall be reasonably satisfactory to the Term Administrative Agent and the Term Borrower; provided that, notwithstanding anything to the contrary in this clause (v), such terms and documentation shall not include any financial maintenance covenants unless such maintenance covenants also apply to each of the Revolving Loans or the existing Term Loans or only apply after the Term B Loan Maturity Date. For the avoidance of doubt, no Lender shall have any obligation to provide any Increased Commitment or Incremental Term Loan except to the extent of such Lender’s commitment (if any) with respect to such Increased Commitment or Incremental Term Loan. (e) This Section 2.15 2.19 shall constitute, or otherwise be deemed override any provisions in Section 9.02 to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereundercontrary.

Appears in 1 contract

Sources: Credit Agreement (Dole PLC)

Expansion Option. The Borrower may from time Notwithstanding anything to time elect the contrary in the Lease, except as set forth in this Eighth Amendment, Tenant shall have no option to increase expand the Revolving Credit Commitments Premises, and any other expansion rights previously granted under the Lease are hereby null and void and of no force or effect. Tenant’s rights under this Section 11 in minimum increments and to such option and expansion spaces are and shall be subject and subordinate to the rights and options of $25,000,000 tenants (and their successor and assigns unless their lease expressly restricts such rights only to the original tenant) pursuant only to (i) leases entered into prior to the Effective Date of this Eighth Amendment which contain superior rights of first offer or such lesser amount as the Administrative Agent may agree) so long asexpansion rights (individually, after giving effect theretoa “Superior Right” and collectively, the aggregate amount of such increases does not exceed $50,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an Increasing LenderSuperior Rights”), or by one or more new banks, financial institutions or other entities a complete list of such Superior Rights existing as of the Effective Date being listed on the attached Exhibit D (each such new bank, financial institution or other entity, lease being an “Augmenting LenderExisting Lease; provided that no Ineligible Institution may be an Augmenting Lender), which agree but not any amendment, modification or assignment to increase their existing Revolving Credit Commitmentsor of an Existing Lease that expands a Superior Right, or provide purports to grant a new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval Superior Right affecting any of the BorrowerBuilding space which is the subject of Sections 11 or 12 of this Eighth Amendment, each Letter of Credit Issuer and the Administrative Agent and (ii) (x) in the case any extensions or renewals of an Increasing LenderExisting Lease, regardless of when executed or effective, by a current or then-existing tenant, provided that such extension or renewal does not expand a Superior Right existing as of the Borrower and such Increasing Lender execute an agreement substantially in Effective Date, or purport to grant a new Superior Right affecting any of the form Building space which is the subject of Exhibit G heretoSections 11 or 12 of this Eighth Amendment, and (yiii) any lease entered into by Landlord with a prospective tenant pursuant to, and in the case of an Augmenting Lendercompliance with, the Borrower and such Augmenting Lender execute an agreement substantially in the form terms of Exhibit H hereto. No consent Section 12 of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.15. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 shall become effective on the date agreed by the BorrowerEighth Amendment, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions if Tenant does not accept Landlord’s offer set forth in paragraphs the ROFR Offer Notice (aas defined in such Section 12 of this Eighth Amendment) regarding the subject space, and any extensions or renewals of such lease, provided that such lease, extension or renewal does not expand a Superior Right existing as of the Effective Date, or purport to grant a new Superior Right affecting any of the Building space which is the subject of Sections 11 or 12 of this Eighth Amendment (items (i), (ii) and (biii) of Section 6.2 shall be satisfied or waived being, collectively, the “Subject and Subordinate Conditions”). During the Extended Lease Term, provided that there is no default by Tenant beyond any applicable cure period under the Required Lenders and the Administrative Agent Lease, Tenant shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date as to the organizational 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 Credit Commitments, (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 if the deemed payment occurs other than on the last day of the related LIBOR Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder.following expansion options:

Appears in 1 contract

Sources: Lease Agreement (Manhattan Associates Inc)

Expansion Option. The Borrower may from A. Provided that at the time to time elect to increase the Revolving Credit Commitments in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitments, as the case may be; provided that exercise (i) each Augmenting Lender, shall be subject to the approval there then exists no Default of the Borrower, each Letter of Credit Issuer LESSEE beyond applicable notice and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.15. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 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 an Authorized Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date as to the organizational 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 Credit Commitments, (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loanscure periods, and (ii) this Lease is then in full force and effect, LESSEE shall have the Borrower right to lease between 10,000 to 20,000 additional contiguous rentable square feet in the Building (the "Expansion Space") by delivering written notice to LESSOR of LESSEE'S intent to lease the Expansion Space on or prior to December 1, 2004. Within ten (10) Business Days following receipt of such notice, LESSOR shall notify LESSEE of the exact size and location of the Expansion Space, which size and location shall be determined by LESSOR in its sole and absolute discretion. Basic Rent attributable to the Expansion Space shall be payable commencing as of the earlier to occur of (i) the date that LESSEE occupies the Expansion Space for the conduct of its business or (ii) March 16, 2005. The failure of LESSEE to notify LESSOR of LESSEE'S election to lease the Expansion Space as set forth in this Section shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of be an election by LESSEE not to lease Expansion Space. B. If LESSEE elects to lease the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9). The deemed payments made Expansion Space pursuant to clause (ii) of this Section, the immediately preceding sentence Expansion Space shall be accompanied by payment of all accrued interest on leased upon the amount prepaid and, in respect of each LIBOR Loan, shall be subject same terms and conditions applicable to indemnification by the Borrower pursuant to the provisions of Section 2.11 if the deemed payment occurs other than on the last day of the related LIBOR Periods. Nothing Spaces A and B as contained in this Section 2.15 shall constituteLease, or otherwise be deemed to beexcept that: the term of such Expansion Space shall, a commitment at LESSEE's option, expire either on the part fifth (5th) anniversary of the commencement date of LESSEE's lease of the Expansion Space or the expiration of the Term of Spaces A and B; and that LESSOR shall not be obligated to perform any Lender work or improvements to increase its Revolving Credit Commitment hereunderthe Expansion Space or to provide any allowance or other financial contribution other than, in the event of a five (5) year term, $37.00 per rentable square foot of Expansion Space, and in the event of a term in excess of seven (7) years, $40.00 per rentable square foot of Expansion Space. Upon LESSEE's election to lease the Expansion Space, LESSEE shall, within twenty (20) Business Days thereafter, execute an amendment to this Lease on a form provided by LESSOR adding the Expansion Space to this Lease and otherwise reflecting the terms of this Section. Should LESSEE fail to execute such amendment within such twenty (20) day period, such failure shall, at LESSOR's election, constitute a waiver of LESSEE's right to lease the Expansion Space pursuant to this Section.

Appears in 1 contract

Sources: Commercial Lease (First Marblehead Corp)

Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit Commitments in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 15,000,000 so long as, as after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,00075,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit extend Commitments, as the case may be; provided that (i) each Augmenting Lender and Increasing Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer and the Administrative Agent and the Issuing Bank and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G C hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H D hereto. No Lender shall have any obligation to provide any such increase and each Lender may refuse to provide such increase in its absolute and sole discretion. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs clauses (a) and (b) of Section 6.2 4.02 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 an Authorized a Financial Officer of the Borrower and (B) the Borrower shall be in compliance (on a Pro Forma Basis reasonably acceptable to the Administrative Agent) with the covenant covenants contained in Section 9.3 6.12 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational 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 Credit CommitmentsCommitments being made, (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurodollar Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder.

Appears in 1 contract

Sources: Credit Agreement (Deluxe Corp)

Expansion Option. (a) The Borrower may from time to time after the Effective Date elect to increase the Revolving Credit Commitments (“Increased Commitments”) or enter into one or more tranches of term loans (each, an “Incremental Term Loan”), in minimum increments each case in an aggregate principal amount of not less than $25,000,000 (or such lesser amount as the Administrative Agent may agree) 5,000,000 so long as, after giving effect thereto, the aggregate amount of all such increases Increased Commitments and all such Incremental Term Loans does not exceed $50,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loan, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit CommitmentsCommitment, or provide new Revolving Credit Commitments, as the case may beto participate in such Incremental Term Loan; provided that (i) each Augmenting Lender (and, in the case of an Increased Commitment, each Increasing Lender, ) shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrower and the Administrative Agent and (iisuch consents not to be unreasonably withheld) (x) and, in the case of an Increasing LenderIncreased Commitment, each Issuing Bank and Swingline Lender (such consents not to be unreasonably withheld). Without the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (Lenders other than the relevant Increasing Lenders participating or Augmenting Lenders, this Agreement and the other Loan Documents may be amended pursuant to an Additional Credit Extension Amendment as may be necessary or appropriate, in the increase) shall be required for any increase in Revolving Credit Commitments pursuant reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.152.19. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.19 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, Lenders and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) and no Incremental Term Loan shall become effective be permitted under this paragraph unless, unless (i) on the proposed date of the effectiveness of such increaseincrease in the Revolving Commitments or borrowing of such Incremental Term Loan, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 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 an Authorized a Financial Officer of the Borrower and (Bii) the Borrower shall be in compliance compliance, calculated on a Pro Forma Basis (assuming that any Increased Commitments were fully drawn) with the covenant covenants contained in Section 9.3 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date as to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such increase6.09. On the effective date of any increase in the Revolving Credit CommitmentsCommitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) on the Borrower date of such increase, there are any Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such Increased Commitments be deemed prepaid to have repaid the extent necessary from the proceeds of additional Revolving Loans made hereunder by the Increasing Lenders and reborrowed Augmenting Lenders, so that, after giving effect to such prepayments and any borrowings on such date of all or any portion of such Increased Commitments, the principal balance of all outstanding Revolving Credit Loans as owing to each Lender with a Revolving Commitment is equal to such Lender’s pro rata share (after giving effect to any nonratable Increased Commitment pursuant to this Section 2.19) of all then outstanding Revolving Loans. The Administrative Agent and the date of any increase Lenders hereby agree that the borrowing notice, minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the Revolving Credit Commitments (with such reborrowing transactions effected pursuant to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9)immediately preceding sentence. The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurodollar Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.15 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. Nothing contained The terms of any Incremental Term Loans shall be as set forth in the amendment to this Section 2.15 Agreement providing for such Incremental Term Loans; provided that (i) the final maturity date of any Incremental Term Loans shall constitutebe no earlier than the Term Loan Maturity Date, (ii) the Weighted Average Life to Maturity of such Incremental Term Loans shall not be shorter than the then remaining Weighted Average Life to Maturity of the Term Loans, (iii) Incremental Term Loans shall not participate on a greater than pro rata basis with the Term Loans in any optional or otherwise mandatory prepayment hereunder, (iv) the provisions with respect to payment of interest, original issue discount and upfront fees shall be deemed as set forth in the amendment providing for such Incremental Term Loans; provided that if the Yield of any Incremental Term Loans exceeds the Yield of the Term Loans by more than 50 basis points, then the Applicable Rate for the Term Loans shall be increased to be, a commitment the extent required so that the Yield of such Class or Classes of Term Loans is equal to the Yield of such Incremental Term Loans minus 50 basis points and (v) all other terms applicable to such Incremental Term Loans (other than provisions specified in clauses (i) through (iv) above) shall be the same as the terms of the then outstanding Term Loans except to the extent such covenants and other terms apply solely to any period after the Term Loan Maturity Date. Any Increased Commitments shall be on the part same terms and conditions as the existing Revolving Commitments except that the Borrower may pay upfront fees to the Lenders of Increased Commitments up to the amount such that the Yield of the Increased Commitments does not exceed the Yield of the existing Revolving Commitments by more than 50 basis points. (b) This Section 2.19 shall override any Lender provisions in Section 9.02 to increase its Revolving Credit Commitment hereunderthe contrary.

Appears in 1 contract

Sources: Credit Agreement (Crown Media Holdings Inc)

Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 100,000,000 so long as, after giving effect thereto, the aggregate amount of such increases and all such Incremental Term Loans does not exceed $50,000,000500,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit to participate in such Incremental Term Loans, or extend Commitments, as the case may be; provided that (i) each Increasing Lender and Augmenting Lender, Lender shall be subject to the approval of the Borrower, each Letter of Credit Issuer and the Administrative Agent and each Issuing Bank and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G C hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H D hereto. No consent of any Lender (other than the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments or Incremental Term Loan pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 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 an Authorized a Financial Officer of the Borrower and (B) the Borrower shall be in compliance (on a Pro Forma Basis reasonably acceptable to the Administrative Agent) with the covenant covenants contained in Section 9.3 6.09 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational 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 Credit CommitmentsCommitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) except in the case of any Incremental Term Loans, the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurodollar Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Financing Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Financing Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.20. Nothing contained in this Section 2.15 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder, or provide Incremental Term Loans, at any time.

Appears in 1 contract

Sources: Credit Agreement (Puget Energy Inc /Wa)

Expansion Option. (i) The Borrower may from time to time after the Closing Date elect to increase the Aggregate Revolving Credit Commitments Loan Commitment (each, a “Revolving Loan Increase”) or increase the aggregate principal amount of any Class of Term Loans or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum amounts of $50,000,000 and increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 10,000,000 so long as, after giving effect thereto, the aggregate amount of such increases Revolving Loan Increases and such Incremental Term Loans (other than Incremental Term Loans in respect of Refinancing Term Loans) does not exceed (A) (i) an aggregate amount equal to the greater of (x) $50,000,000600,000,000 and (y) 100.0% of Consolidated EBITDA for the period of four consecutive fiscal quarters of the Borrower most recently ended on or prior to such date for which Financial Statements have been delivered plus (ii) the aggregate principal amount of any prepayments of Term Loans (in the case of Term Loans consisting of Incremental Term Loans (or any refinancing thereof) solely to the extent incurred in reliance on this clause (A)) made pursuant to Section 2.04(a) following the Closing Date to the extent not funded with the proceeds of Indebtedness for borrowed money plus (B) an additional amount, so long as, after giving effect to the incurrence of such additional amount (and assuming for such purposes that the entire amount of any such Revolving Loan Increase is fully funded), the pro forma First Lien Net Leverage Ratio does not exceed 2.75 to 1.00 (or, if such Indebtedness is incurred in connection with a Permitted Acquisition, the First Lien Net Leverage Ratio in effect immediately prior thereto); provided that, for purposes of this clause (B), net cash proceeds of Incremental Term Loans incurred at such time shall not be netted against the applicable amount of Consolidated First Lien Indebtedness for purposes of such calculation of the First Lien Net Leverage Ratio at such time; provided, further, that the aggregate principal amount of the sum of all (x) Revolving Loan Increases, taken as a whole, plus (y) Incremental Term Loans incurred in the form of “term A loans” (which shall mean a term loan facility with amortization (without giving effect to any increase made solely to make such Incremental Term Loans fungible with any Term Loans) greater than 1.0% per year prior to maturity or that mature prior to the Term Loan B Maturity Date), taken as a whole, shall not exceed $300,000,000. The Borrower may arrange for any such increase Revolving Loan Increase or Incremental Term Loan to be provided by one or more existing Lenders (each existing Lender so agreeing to an increase in its Revolving Credit Loan Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit CommitmentsLoan Commitments or to participate in such Incremental Term Loans (it being agreed that any Lender approached to provide any such Revolving Loan Increase or Incremental Term Loans may elect or decline, in its sole discretion, to provide such Revolving Loan Increase or provide new Revolving Credit Commitments, as the case may beIncremental Term Loans); provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrower and the Administrative Agent and, in the case of a Revolving Loan Increase, the Issuing Banks (which consent shall not be unreasonably withheld or delayed), and (ii) with respect to any Revolving Loan Increase, (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G heretoE-1 hereto (each, an “Increasing Lender Supplement”), and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H heretoE-2 hereto (each, an “Augmenting Lender Supplement”). No consent of any Lender (other than the Lenders participating in the increaseRevolving Loan Increase or Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments Loan Increase or Incremental Term Loans pursuant to this Section 2.152.05(b)(i), as applicable. Revolving Loan Increases and new Revolving Credit Commitments Incremental Term Loans created pursuant to this Section 2.15 2.05(b)(i), shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Incremental Term Loans may be made hereunder pursuant to an amendment or an amendment and restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.05(b). Notwithstanding the foregoing, no increase in the Aggregate Revolving Credit Commitments Loan Commitment (or in the Revolving Credit Loan Commitment of any Lender) or Incremental Term Loans shall become effective under this paragraph unless, : (i1) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 5.03 shall be satisfied or waived by the Required Lenders; provided that if the proceeds of such Incremental Term Loans are being used to finance a Limited Condition Acquisition, (i) the condition set forth in such paragraph (a) shall be satisfied or waived by the Required Lenders as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into and (ii) the condition set forth in such paragraph (b) shall be limited to the accuracy of the Specified Representations, and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and Borrower; and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 and (ii2) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date pursuant to Sections 5.02 and 5.03 as to the organizational corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase. increase (including, without limitation, opinions of counsel for the Borrower and the Subsidiary Guarantors in form and substance reasonably satisfactory to the Administrative Agent). (ii) On the effective date of any increase in the Revolving Credit CommitmentsLoan Increase, (iA) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Revolving Lender’s portion of the outstanding Revolving Credit Loans of all the Revolving Lenders to equal its such Revolving Lender’s Pro Rata Share of Revolving Credit Commitment Percentage of Availability at such outstanding Revolving Credit Loans, time and (iiB) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Loan Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice Borrowing/Election Notice delivered by the Borrower, Borrower in accordance with the requirements of Section 2.92.07). The deemed payments made pursuant to clause (iiB) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurodollar Rate Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 4.04 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. Nothing contained in this Section 2.15 . (iii) The terms and conditions of any Revolving Loan Increase and the Incremental Term Loans shall constitute, or otherwise be deemed to be, except as otherwise set forth herein or in the applicable Revolving Loan Increase or Incremental Term Loan Amendment, identical to those of the Revolving Loan Commitment, Term A Loans and Term B Loans, as applicable; provided that (A) (x) if the All-in Yield for any Incremental Term Loans (other than Incremental Term Loans in respect of Refinancing Term Loans) that is a commitment on “term A facility” (which shall mean a term loan facility with amortization (without giving effect to any increase made solely to make such Incremental Term Loans fungible with any Term Loans) greater than 1.0% per year prior to maturity or that mature prior to the part Term Loan B Maturity Date) exceeds the All-in Yield for the Term A Loans by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Term A Yield Differential”), then the Applicable Margin for the Term A Loans shall automatically be increased by the Term A Yield Differential (plus, if elected by the Borrower in its sole discretion, an additional amount in order to make the Term A Loans fungible with such Incremental Term Loans), effective upon the making of such Incremental Term Loans and (y) if the All-in Yield for any Incremental Term Loans (other than Incremental Term Loans in respect of Refinancing Term Loans) that is a “term B facility” (which shall mean a term loan facility with amortization (without giving effect to any increase made solely to make such Incremental Term Loans fungible with any Term Loans) less than or equal to 1.0% per year prior to maturity) exceeds the All-in Yield for the Term B Loans by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Term B Yield Differential”), then the Applicable Margin for the Term B Loans shall automatically be increased by the Term B Yield Differential (plus, if elected by the Borrower in its sole discretion, an additional amount in order to make the Term B Loans fungible with such Incremental Term Loans), effective upon the making of such Incremental Term Loans; provided that this clause (A) shall not be applicable to any Incremental Term Loan that (x) is incurred after the date that is twelve months following the Closing Date or (y) incurred in connection with a Change of Control or transformative acquisition not otherwise permitted under the this Agreement (this clause (A) being referred to herein as the “MFN Provision”), (B) no Incremental Term Maturity Date shall be earlier than the Term Loan B Maturity Date (unless such Incremental Term Loans are a “term A facility” as described above, in which event, the applicable Incremental Term Maturity Date shall not be earlier than the Term Loan A Maturity Date), (C) the Weighted Average Life to Maturity of any Lender Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to increase its Maturity of the Term B Loans (unless such Incremental Term Loans are a “term A facility” as described above, in which event, the applicable Weighted Average Life to Maturity shall be no shorter than the remaining Weighted Average Life to Maturity of the Term A Loans), (D) the Incremental Term Loans will rank pari passu in right of payment and with respect to security with the Term Loans and none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Party, (E) the Incremental Term Loans may participate on a pro rata basis (or on a basis that is less than pro rata) in any mandatory prepayments of the Term Loans, but may not provide for mandatory prepayment requirements that are more favorable than those applicable to Term Loans, and (F) to the extent the terms of the Incremental Term Loans are inconsistent with the terms of the Term Loans (except as set forth in clauses (A), (B) and (C) above), (i) such terms shall be reasonably satisfactory to the Administrative Agent and (ii) to the extent such terms are more favorable to the Incremental Lenders than the terms hereof to the Term Lenders, the Borrower may elect to conform to such terms for the benefit of all of the Term Lenders pursuant to an amendment hereto subject solely to the reasonable satisfaction of the Administrative Agent. For the avoidance of doubt, all terms of any Revolving Credit Commitment hereunderLoan Increase (including the Applicable Margin thereon) shall be identical to the terms of the Revolving Facility.

Appears in 1 contract

Sources: Credit Agreement (Energizer Holdings, Inc.)

Expansion Option. (a) The Borrower may from time to time elect to increase the Revolving Credit total 2023 Dollar Tranche Commitments or the total 2023 Multicurrency Tranche Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 10,000,000 so long as, after giving effect thereto, as the aggregate amount of such increases and all such Incremental Term Loans does not exceed $50,000,000. an amount such that, after giving effect (including on a Pro Forma Basis) to any such increase in the Revolving Commitments of any Class (or in the Revolving Commitment of any Lender) or tranche of Incremental Term Loans (assuming that any such incremental Revolving Commitments and/or such Incremental Term Loans are drawn in full), the Senior Leverage Ratio is (x) prior to the Microsemi Acquisition Closing Date, equal to or less than 2.50 to 1.00 and (y) on or after the Microsemi Acquisition Closing Date, equal to or less than (A) 4.75 to 1.00 if such Incremental Term Loan is made on the Microsemi Acquisition Closing Date or prior to the first anniversary of the Microsemi Acquisition Closing Date, (B) 4.25 to 1.00 if such Incremental Term Loan is made on or following the first anniversary of the Microsemi Acquisition Closing Date but prior to the second anniversary of the Closing Date and (C) 3.75 to 1.00 if such Incremental Term Loan is made on or after the second anniversary of the Microsemi Acquisition Closing Date; provided that, at the option of the Borrower, in connection with any Acquisition-Related Incremental Term Loans (as defined below) and to the extent the Lenders participating in such Acquisition-Related Incremental Term Loans agree, the compliance with such maximum permitted Senior Leverage Ratio shall be tested at the time of the execution of the applicable Limited Conditionality Acquisition Agreement (as defined below) (after giving Pro Forma Effect to such Limited Conditionality Acquisition, the incurrence of such Acquisition-Related Incremental Term Loans and the application of the proceeds thereof); provided that to the extent compliance with such maximum permitted Senior Leverage Ratio is tested at the time of the execution of such Limited Conditionality Acquisition Agreement, then from such time of execution and prior to the earlier of the date on which such Limited Conditionality Acquisition is consummated or the date on which such Limited Conditionality Acquisition is terminated or expires, any calculation of any ratio, test or basket availability in Article VI (other than for purposes of calculation of any of the covenants contained in Section 6.11) shall be calculated (and shall be required to be satisfied) as if such Limited Conditionality Acquisition (and the incurrence of such applicable Acquisition-Related Incremental Term Loans) (x) had been consummated as of the date of execution of the related Limited Conditionality Acquisition Agreement by the parties thereto and (y) had not been consummated. (b) The Borrower may arrange for any such increase or tranche pursuant to this Section 2.20 to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit 2023 Dollar Tranche Commitment or 2023 Multicurrency Tranche Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other institutional investors or entities (each such new bank, financial institution or other investor or entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit CommitmentsCommitments of the applicable Class, or to participate in such Incremental Term Loans, or provide new Revolving Credit CommitmentsCommitments of the applicable Class, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrower and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G C hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H D hereto. No consent of any Lender (other than the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments or any Incremental Term Loan pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. . (c) Notwithstanding the foregoing, no increase in the Revolving Credit Commitments of any Class (or in the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph Section 2.20 unless, (i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 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 an Authorized a Financial Officer of the Borrower and (B) the Borrower shall be in compliance (on a Pro Forma Basis) with the covenant covenants contained in Section 9.3 6.11 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Term Loan Effective Date as to the organizational corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase. ; provided that, with respect to any Incremental Term Loans incurred for the purpose of financing an acquisition permitted by this Agreement for which the Borrower has determined, in good faith, that limited conditionality is reasonably necessary (any such acquisition, a “Limited Conditionality Acquisition”) (and such Incremental Term Loans, “Acquisition-Related Incremental Term Loans”), (x) clause (i)(A) of this sentence shall be deemed to have been satisfied so long as (1) as of the date of execution of the definitive acquisition documentation in respect of a Limited Conditionality Acquisition (a “Limited Conditionality Acquisition Agreement”) by the parties thereto, no Default or Event of Default shall have occurred and be continuing or would result from entry into such documentation, (2) as of the date of the borrowing of such Acquisition-Related Incremental Term Loans, no Event of Default under clause (a), (b), (h), (i) or (j) of Article VII is in existence immediately before or after giving effect (including on a Pro Forma Basis) to such borrowing and to any concurrent transactions and any substantially concurrent use of proceeds thereof, (3) the representations and warranties set forth in Article III shall be true and correct in all material respects (except that any representation and warranty that is qualified by materiality or Material Adverse Effect shall be true and correct in all respects) as of the date of execution of the applicable Limited Conditionality Acquisition Agreement by the parties thereto, except to the extent any such representation and warranty specifically refers to an earlier date, in which case such representation and warranty shall be true and correct in all material respects (except that any representation and warranty that is qualified by materiality or Material Adverse Effect shall be true and correct in all respects) as of such earlier date and (4) as of the date of the borrowing of such Acquisition-Related Incremental Term Loans, customary “Sungard” representations and warranties (with such representations and warranties to be reasonably determined by the Lenders providing such Acquisition-Related Incremental Term Loans) shall be true and correct in all material respects (except that any representation and warranty that is qualified by materiality or Material Adverse Effect shall be true and correct in all respects) immediately prior to, and after giving effect to, the incurrence of such Acquisition-Related Incremental Term Loans, except to the extent any such representation and warranty specifically refers to an earlier date, in which case such representation and warranty shall be true and correct in all material respects (except that any representation and warranty that is qualified by materiality or Material Adverse Effect shall be true and correct in all respects) as of such earlier date and (y) clause (i)(B) of this sentence shall be deemed to have been satisfied so long as the Borrower shall be in compliance (on a Pro Forma Basis) with the covenants contained in Section 6.11 as of the date of execution of the related Limited Conditionality Acquisition Agreement by the parties thereto. (d) On the effective date of any increase in the Revolving Credit CommitmentsCommitments of any Class or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting 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 LendersLenders of such Class, 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of such Class of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such Class, as applicable, of such outstanding Revolving Credit LoansLoans of such Class, and (ii) except in the case of any Incremental Term Loans, the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans of such Class as of the date of any increase in the Revolving Credit Commitments of such Class (with such reborrowing to consist of the Types of Revolving Credit LoansLoans of such Class, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. (e) The Incremental Term Loans (i) shall rank pari passu in right of payment and security with the Revolving Loans, any Initial Term Loans and any other Loans hereunder, (ii) shall not mature earlier than the Initial Term Loan Maturity Date (but may have amortization prior to such date), (iii) shall have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans or other Term Loans then outstanding hereunder with the longest remaining Weighted Average Life to Maturity, (iv) shall have the same collateral and guarantees from the same Loan Parties as the Revolving Loans and Initial Term Loans hereunder and shall otherwise be pari passu in right of payment and security with the such facilities, (v) shall have interest rates and amortization schedule (subject to clause (i) and (ii) above) as determined by the Borrower and the lenders thereunder; provided that with respect to any Incremental Term Loans incurred on or prior to the 6 month anniversary of the Microsemi Acquisition Closing Date, the All-In Yield applicable to any Incremental Term Loans (determined, including with respect to the LIBO Rate or ABR, at the time such Incremental Term Loans are incurred) will not be more than 50 basis points higher than the corresponding All-In Yield for the Initial Term Loans (determined, including with respect to the LIBO Rate or ABR, at the time the Incremental Term Loans are incurred), unless the interest rate margins with respect to the Initial Term Loans are increased by an amount equal to the difference between the All-In Yield with respect to the Incremental Term Loans and the corresponding All-In Yield on the Initial Term Loans minus 50 basis points (this clause (v), the “MFN Condition”), (vi) may participate on a pro rata basis or less than a pro rata basis in any mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Term Loan Amendment and (vi) shall otherwise be on terms and pursuant to documentation to be determined by the Borrower and the lenders thereunder, provided that (a) except to the extent permitted by clause (ii), (iii), (v) or (vi) above, to the extent such terms are not materially consistent with the terms in respect of the Initial Term Loans, they shall be no more restrictive, when taken as a whole, than those in respect of the Initial Term Loans (except for (a) covenants or other provisions applicable only to periods after the Initial Term Loan Maturity Date and (b) covenants or other provisions that are also added for the benefit of any Initial Term Loans; provided that only the consent of the Administrative Agent shall be required to add such covenants or provisions to this Agreement or any other Loan Document, as applicable) and (b) to the extent such documentation is not materially consistent with the documentation in respect of the Initial Term Loans, it shall be reasonably satisfactory to the Administrative Agent. (f) Incremental Term Loans may be made hereunder pursuant to an amendment to or an amendment and restatement (including pursuant to an amendment attaching the form of amended and restated credit agreement) of this Agreement (each such amendment or amendment and restatement, an “Incremental Term Loan Amendment”) and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, each Subsidiary Guarantor party thereto, if any, and the Administrative Agent, as applicable, without the consent of any other Lenders; provided that, notwithstanding anything to the contrary herein, any such Augmenting Lender or Increasing Lender executing an Incremental Term Loan Amendment shall not be required to execute a supplement in the form of Exhibit C or Exhibit D, as applicable. In addition to the matters set forth in clauses (A)-(E) of the proviso in clause (e) above, the Incremental Term Loan Amendment may, without the consent of any Lenders (other than the Lenders providing such Incremental Term Loans), effect such other amendments and/or amendments and restatements to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.20, and the Administrative Agent is authorized to receive and deliver such agreements, documents and instruments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.20. (g) Nothing contained in this Section 2.15 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder, or provide Incremental Term Loans, at any time. No Lender shall be committed to increase its Revolving Commitment and/or to provide any portion of any Incremental Term Loans in respect of any exercise by the Borrower pursuant to this Section 2.20 without the consent of such Lender.

Appears in 1 contract

Sources: Credit Agreement (Microchip Technology Inc)

Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit Commitments of any Class in minimum increments of $25,000,000 10,000,000 (or such lesser amount as the Administrative Agent may agreeand in integral multiples of $5,000,000 in excess thereof) so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,000250,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, Commitments or provide new Revolving Credit extend Commitments, as the case may be; provided that (i) each Augmenting Lender, Lender shall be subject to the approval of the BorrowerAdministrative Agent, each Letter to the extent the approval of Credit Issuer and the Administrative Agent would be required to effect an assignment to such Augmenting Lender under Section 9.04(b), (ii) no Ineligible Institution may be an Augmenting Lender and (iiiii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G heretoB hereto (an “Increasing Lender Supplement”), and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H heretoC hereto (an “Augmenting Lender Supplement”). No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unless, subject to Section 1.06, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 there shall be satisfied or waived by the Required Lenders no Event of Default that has occurred and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 is continuing and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational 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 Credit Commitments, (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurodollar Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. Nothing contained in this Section 2.15 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunderhereunder at any time.

Appears in 1 contract

Sources: Credit Agreement (Eagle Materials Inc)

Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 5,000,000 so long as, after giving effect thereto, the aggregate amount of such increases and all such Incremental Term Loans does not exceed $50,000,00015,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit to participate in such Incremental Term Loans, or extend Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrower and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G C hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H D hereto. No consent of any Lender (other than the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments or Incremental Term Loan pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, Lenders and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 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 an Authorized a Financial Officer of the Borrower and (B) the Borrower shall be in compliance (on a Pro Forma Basis reasonably acceptable to the Administrative Agent) with the covenant covenants contained in Section 9.3 6.12 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational 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 Credit CommitmentsCommitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) except in the case of any Incremental Term Loans, the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 if the deemed payment occurs other than on the last day of the related LIBOR Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder.of

Appears in 1 contract

Sources: Credit Agreement (Kendle International Inc)

Expansion Option. (a) The Borrower may from time to time elect to increase the Revolving Credit Commitments in minimum increments of $25,000,000 (or such lesser amount as each a “Revolver Increase”) upon notice to the Administrative Agent (which shall promptly notify the Lenders) in a minimum amount equal to the lesser of (i) $5,000,000 and (ii) the entire remaining amount that may agree) be requested under this Section 2.04(a), so long as, after giving effect thereto, the aggregate principal amount of all such increases Revolver Increases does not exceed $50,000,00085,000,000. The Borrower may arrange for At the time of sending any such notice with respect to a Revolver Increase, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than five Business Days from the date of delivery of such notice to the Lenders). (b) With respect to a Revolver Increase, each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase. Any Lender not responding within such time period shall be deemed to be provided by one or more Lenders have declined to increase its Commitment. (c) The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request for a Revolver Increase made hereunder (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”). To achieve the full amount of a requested Revolver Increase, or the Borrower may arrange for any such Revolver Increase to be provided by the Increasing Lenders as well as one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; ), which agree to provide new Commitments provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitments, as the case may be; provided further that (i) each Augmenting Lender, Lender shall meet the requirements for an assignee pursuant to Section 9.04(b) and shall be subject to the approval of the Borrower, each Letter of Credit Issuer and the Administrative Agent Agent, the Swingline Lender and each Issuing Bank, such approvals not to be unreasonably withheld, conditioned or delayed, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, B-1 hereto or other agreement or amendment to this Agreement in form satisfactory to the Administrative Agent and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H heretoB-2 hereto or other agreement or amendment to this Agreement in form satisfactory to the Administrative Agent. No consent of any Lender (other than the Lenders participating in the increaseeach Increasing Lender and each Augmenting Lender) shall be required for any increase in Revolving Credit Commitments Revolver Increase pursuant to this Section 2.152.04. Revolver Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 2.04 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. . (d) Notwithstanding the foregoing, no Revolver Increase (or increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increaseRevolver Increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 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 an Authorized a Financial Officer of the Borrower and (B) solely to the extent a Covenant Trigger Event has occurred as of the date of the effectiveness of such Revolver Increase, the Borrower shall be in compliance (on a Pro Forma Basis) with the covenant contained in Section 9.3 6.12 and (ii) the Administrative Agent shall have received documents officer’s certificates and ratification agreements executed by each Loan Party and evidence of appropriate corporate authorization on the part of each Loan Party with respect to the requested Revolver Increase, amendments to any other Loan Documents reasonably requested by Administrative Agent in relation to the requested Revolver Increase (which amendments to the Loan Documents (other than this Agreement) Administrative Agent is hereby authorized to execute on behalf of the Lenders), updates or endorsements to policies of title insurance, flood hazard determination certificates (and, if applicable, evidence of flood insurance) with respect to each parcel of Mortgaged Property, the results of lien searches from applicable jurisdictions, and such opinions of counsel for the Loan Parties with respect to the requested Revolver Increase and other assurances in each case as Administrative Agent may reasonably request and consistent with those delivered on the effective date as to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such increaseEffective Date. On the effective date of any increase in the Revolving Credit CommitmentsRevolver Increase, (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. Nothing contained in this Section 2.15 2.04 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder.

Appears in 1 contract

Sources: Credit Agreement (Dean Foods Co)

Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit Commitments in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 5,000,000 so long as, after giving effect thereto, the aggregate amount of such increases the Commitments does not exceed $50,000,000225,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit extend Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrower and the Administrative Agent (not to be unreasonably withheld or delayed) and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G C hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H D hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, Lenders and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) ), shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 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 an Authorized a Financial Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational 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 Credit Commitments, (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, Borrower in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurodollar Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. Nothing contained in this Section 2.15 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunderhereunder at any time.

Appears in 1 contract

Sources: Credit Agreement (Arbitron Inc)

Expansion Option. (a) The Borrower Borrowers may from time to time after the Restatement Effective Date elect to increase the Revolving Credit Commitments or any Extended Revolving Commitments (“Increased Commitments”) or enter into one or more tranches of term loans (each, an “Incremental Term Loan”), in minimum increments each case in an aggregate principal amount of not less than $25,000,000 (or such lesser amount as the Administrative Agent may agree) so long as, after giving effect thereto, the aggregate amount of all such increases Increased Commitments and all such Incremental Term Loans established following the Restatement Effective Date does not exceed $50,000,0001,000,000,000. The Borrower Borrowers may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment or Extended Revolving Commitment, or to participate in such Incremental Term Loan, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit CommitmentsCommitment or Extended Revolving Commitment, or provide new to participate in such Incremental Term Loan, or extend Revolving Credit Commitments or Extended Revolving Commitments, as the case may be; provided that (i) each Augmenting Lender (and, in the case of an Increased Commitment, each Increasing Lender, ) shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrower Agent and the Administrative Agent and (ii) (x) and, in the case of an Increasing LenderIncreased Commitment, each Issuing Bank and Swingline Lender (such consents not to be unreasonably withheld). Without the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (Lenders other than the relevant Increasing Lenders participating or Augmenting Lenders, this Agreement and the other Loan Documents may be amended pursuant to an Additional Credit Extension Amendment as may be necessary or appropriate, in the increase) shall be required for any increase in Revolving Credit Commitments pursuant reasonable opinion of the Administrative Agent and the Borrower Agent, to effect the provisions of this Section 2.152.19. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.19 shall become effective on the date agreed by Parent, the applicable Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, Lenders and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Extended Revolving Credit Commitment of any Lender) Commitments or Incremental Term Loan shall become effective be permitted under this paragraph unless, unless (i) on the proposed date of the effectiveness of such increaseincrease in the Revolving Commitments or Extended Revolving Commitments or borrowing of such Incremental Term Loan, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 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 an Authorized a Financial Officer of the Borrower Agent and (Bii) the Borrower Parent Entity shall be in compliance compliance, calculated on a Pro Forma Basis with the covenant contained in Section 9.3 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date 6.08 as to the organizational power and authority of the Borrower last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to borrow hereunder after giving effect Section 5.01(a) or (b) prior to such increasetime. On the effective date of any increase in the Revolving Credit CommitmentsCommitments or Extended Revolving Commitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) except in the Borrower case of any Incremental Term Loans, if, on the date of such increase, there are any Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such Increased Commitments be deemed prepaid to have repaid the extent necessary from the proceeds of additional Revolving Loans made hereunder by the Increasing Lenders and reborrowed Augmenting Lenders, so that, after giving effect to such prepayments and any borrowings on such date of all or any portion of such Increased Commitments, the principal balance of all outstanding Revolving Credit Loans as owing to each Lender with a Revolving Commitment is equal to such Lender’s pro rata share (after giving effect to any nonratable Increased Commitment pursuant to this Section 2.19) of all then outstanding Revolving Loans. The Administrative Agent and the date of any increase Lenders hereby agree that the borrowing notice, minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the Revolving Credit Commitments (with such reborrowing transactions effected pursuant to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9)immediately preceding sentence. The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurocurrency Loan, shall be subject to indemnification by the Borrower Borrowers pursuant to the provisions of Section 2.11 2.15 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part The terms of any Lender Incremental Term Loans shall be as set forth in the amendment to increase its this Agreement providing for such Incremental Term Loans; provided that (i) the final maturity date of any Incremental Term Loans shall be no earlier than the Term Loan A Maturity Date, (ii) the Weighted Average Life to Maturity of such Incremental Term Loans shall not be shorter than the then remaining Weighted Average Life to Maturity of the Tranche A Term Loans, (iii) the provisions with respect to payment of interest, prepayments, original issue discount and upfront fees shall be as set forth in the amendment providing for such Incremental Term Loans; and (iv) all other terms applicable to such Incremental Term Loans (other than provisions specified in clauses (i) through (iii) above) shall be the same as the terms of the then outstanding Tranche A Term Loans except to the extent such covenants and other terms apply solely to any period after the Term Loan A Maturity Date. The maturity date of any Increased Commitments shall be no earlier than the Revolving Credit Commitment hereunderMaturity Date and such Increased Commitments shall require no scheduled amortization or mandatory commitment reduction prior to the Revolving Credit Maturity Date. (b) This Section 2.19 shall override any provisions in Section 9.02 to the contrary.

Appears in 1 contract

Sources: Restatement Agreement (Delphi Automotive PLC)

Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”; and together with any increase in the Revolving Commitments pursuant to this Section 2.22, the “Incremental Facilities”), in each case in a minimum amount of $10,000,000 and in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 5,000,000 in excess thereof so long as, after giving effect thereto, the aggregate amount of such increases all Incremental Facilities does not exceed $50,000,000100,000,000 (the “Incremental Cap”). The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or to participate in such Incremental Term Loans, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, Lender shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrower and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G C hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H D hereto. No consent of any Lender (other than the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments or Incremental Term Loan pursuant to this Section 2.152.22. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.22 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) at the conditions set forth time of such incurrence, no Default or Event of Default shall have occurred and be continuing before or after giving effect to such incurrence (provided that, solely with respect to any Incremental Term Loans incurred in paragraphs connection with a Limited Condition Acquisition, such condition may (asubject to Section 1.09), at the election of the Borrower, be satisfied so long as (x) there is no Event of Default that has occurred and is continuing as of the LCA Test Date before or after giving effect to such Limited Condition Acquisition, such Incremental Facilities and the other transactions to be consummated in connection therewith and (y) there is no Event of Default under Section 7.0(a), (b), (h) or (i) as of the date of such incurrence and after giving effect to such Incremental Facilities, the Limited Condition Acquisitions and the other transactions consummated in connection therewith), (B) the representations and warranties of the Loan Parties in the Loan Documents shall be true and correct in all material respects (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in all respects) on and as of the date of incurrence (except to the extent that any such representations and warranties are made as of an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in all respects) on and as of such earlier date) (provided that, solely with respect to any Incremental Term Loans incurred in connection with a Limited Condition Acquisition, such condition may (subject to Section 1.09), at the election of the Borrower, be limited to customary “certain funds” provisions reasonably acceptable to the Administrative Agent) and (b) of Section 6.2 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 an Authorized Officer of the Borrower and (BC) the Borrower shall be in compliance (on a Pro Forma Basis and assuming that all commitments in respect of the relevant Indebtedness have been fully drawn, but disregarding any proceeds thereof for purposes of calculating the Total Net Leverage Ratio) with the covenant covenants contained in Section 9.3 6.11 (and for any period prior to March 31, 2024, calculating such covenants as if they were being calculated as such covenants would be in effect for the fiscal quarter ending March 31, 2024) and (ii) the Administrative Agent shall have received (x) documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such increaseincrease or Incremental Term Loans and (y) reaffirmations from the Loan Parties. On the effective date of any increase in the Revolving Credit CommitmentsCommitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) except in the case of any Incremental Term Loans, the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Term Benchmark Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans and the initial Term Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) or have a weighted average life to maturity shorter than the weighted average life of the then outstanding Term Loans with the longest weighted average life to maturity (other than as necessary to make such Incremental Term Loans fungible with such outstanding Term Loans) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans and the initial Term Loans, as applicable; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently (whether in the form of interest rate margin, upfront fees, original issue discount, call protection or otherwise) than the Revolving Loans and the initial Term Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.22. Nothing contained in this Section 2.15 2.22 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder, or provide Incremental Term Loans, at any time.

Appears in 1 contract

Sources: Credit Agreement (Grindr Inc.)

Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in a minimum amount of $50,000,000 and increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 10,000,000 so long as, after giving effect thereto, the aggregate amount of such increases and all such Incremental Term Loans does not exceed $50,000,000300,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or to participate in such Incremental Term Loans, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrower and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G C hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H D hereto. No consent of any Lender (other than the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments or Incremental Term Loan pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.03 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 an Authorized a Financial Officer of the Borrower and (B) the Borrower shall be in compliance (on a Pro Forma Basis) with the covenant covenants contained in Section 9.3 6.18 and (ii) to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received documents and opinions consistent with of the same type, to the extent applicable, as those delivered on the effective date Effective Date as to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such increaseincrease (or to the extent the resolutions delivered on the Effective Date approve such matters, a certification from the Borrower that the resolutions delivered on the Effective Date remain in full force and effect and have not been amended or otherwise modified since the adoption thereof). On the effective date of any increase in the Revolving Credit CommitmentsCommitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) except in the case of any Incremental Term Loans, the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurodollar Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently (whether in the form of interest rate margin, upfront fees, original issue discount, call protection or otherwise) than the Revolving Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.20. Nothing contained in this Section 2.15 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder, or provide Incremental Term Loans, at any time.

Appears in 1 contract

Sources: Credit Agreement (Energizer Holdings Inc)

Expansion Option. The Borrower may from time to time on or prior to the Closing Date elect to increase the Revolving Credit Commitments in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,000500,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrower and the Administrative Agent (such approvals not to be unreasonably withheld, delayed or conditioned) and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G B hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H C hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting LendersLenders (as the case may be), and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the following conditions set forth in paragraphs (a) and (b) of Section 6.2 shall be satisfied or waived by the Required Lenders and the Administrative Agent Agent: (i) the representations and warranties referred to in the definition of “Specified Representations” in so far as they relate to the Borrower at the time of such increase shall be true and correct in all material respects (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in all respects) on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date; (ii) at the time of and immediately after giving effect to such increase, no Event of Default under clause (a), (b), (h), (i) or (j) of Article VII shall have received a certificate to that effect dated such date occurred and executed by an Authorized Officer of the Borrower and be continuing; (Biii) the Borrower shall be in compliance (on a pro forma basis) with the covenant covenants contained in Section 9.3 and 6.07; (iiiv) the Administrative Agent shall have received a certificate, dated as of the date of effectiveness of such increase and signed by a Responsible Officer of the Borrower, certifying on behalf of the Borrower that the conditions set forth in clauses (i), (ii) and (iii) above have been satisfied on and as of such date; and (v) to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received documents and opinions consistent with of the same type as those delivered on the effective date Effective Date as to the organizational 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 Credit Commitments(or, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent extent the resolutions delivered on the Effective Date approve such amounts in immediately available funds as the Administrative Agent shall determinematters, for the benefit of the other 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loans, and (ii) a certification from the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of that the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice resolutions delivered by the Borrower, in accordance with the requirements of Section 2.9). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, Effective Date remain in respect of each LIBOR Loan, shall be subject to indemnification by full force and effect and have not been amended or otherwise modified since the Borrower pursuant to the provisions of Section 2.11 if the deemed payment occurs other than on the last day of the related LIBOR Periodsadoption thereof. Nothing contained in this Section 2.15 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunderhereunder at any time.

Appears in 1 contract

Sources: Credit Agreement (Regeneron Pharmaceuticals, Inc.)

Expansion Option. The At any time after January 1, 2016 but prior to the twelve (12) months immediately preceding the Scheduled Maturity Date, Borrower may from time to time elect shall have the right to increase the Revolving Credit Commitments in minimum increments Commitment as described below, up to a maximum of Three Hundred Fifty Million and NO/100 Dollars ($25,000,000 (or such lesser amount as the Administrative Agent may agree350,000,000) so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, neither a Potential Default or Event of Default under this Agreement shall have occurred and then be subject continuing at the time of such request to the approval of the Borrower, each Letter of Credit Issuer and the Administrative Agent increase and (ii) Guarantor complies with the Minimum Net Worth and Liquidity Requirements set forth in Section 2.18 at the time of such request to increase. Borrower shall exercise such right by (xi) delivering to Lender (A) sixty (60) days prior written notice of its intent to increase the Commitment, which notice shall be accompanied by (B) a transaction fee as provided in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G heretoSection 2.4.2, and (yC) at such closing, all reasonable costs and expenses that Lender and Servicer incur in connection with such increase, including, but not limited to, Attorneys’ Fees and Costs and (ii) by executing and where appropriate acknowledging (A) amendments to this Agreement, the Revolving Credit Note and any of the other Loan Documents, in form and substance reasonably acceptable to Lender, as Lender deems reasonably necessary to evidence the increase in the case Commitment and to increase the amount of an Augmenting coverage under Lender’s existing title insurance policies, and (B) any other amendments or 48127372_10 agreements deemed reasonably necessary by Lender. All amendments referred to in clause (ii)(A) of the preceding sentence shall be prepared by Lender’s counsel and delivered to Borrower within a reasonable time of Borrower’s notice to Lender under clause (i) of the preceding sentence. Upon Borrower’s compliance with all of the provisions of items (i) and (ii) above, the Borrower Commitment shall be increased to the amount selected by Borrower, but not more than Three Hundred Fifty Million and such Augmenting Lender execute an agreement substantially NO/100 Dollars ($350,000,000). The minimum amount of each increase in the form of Exhibit H hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments Commitment requested by Borrower pursuant to this Section 2.15. Increases shall be Seventy-five Million and new Revolving Credit Commitments created pursuant to this Section 2.15 shall become effective on NO/100 Dollars ($75,000,000) (“Minimum Expansion Amount”), provided however, if the date agreed by first expansion option is exercised in an amount greater than the BorrowerMinimum Expansion Amount, the Administrative Agent second expansion option may be exercised in an amount which would increase the Commitment to Three Hundred Fifty Million and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments NO/100 Dollars (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 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 an Authorized Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date as to the organizational 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 Credit Commitments, (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9$350,000,000). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 if the deemed payment occurs other than on the last day of the related LIBOR Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder.

Appears in 1 contract

Sources: Credit Agreement (Steadfast Apartment REIT, Inc.)

Expansion Option. The Borrower may from time to time elect to increase the Total Revolving Credit Commitments Commitment in a minimum increments amount of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 5,000,000 so long as, after giving effect thereto, the aggregate amount of such increases increase in the Total Revolving Credit Commitment pursuant to this Section 2.28 does not exceed the sum of (a) $50,000,000100,000,000 and (b) the aggregate amount of Borrowing Base Addition Amounts. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to a Revolving Credit Commitment or an increase in its Revolving Credit Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new extend Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, Lender shall be subject to the approval of the Borrower and the approval of the Administrative Agent, not to be unreasonably withheld in either case, and (ii) the Borrower, each Letter of Credit Issuer such Increasing Lender or Augmenting Lender (as the case may be) and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G K hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.15. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 2.28 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, Lenders (it being understood that no consent of any other Lender shall be required) and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 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 an Authorized Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date as to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Total Revolving Credit CommitmentsCommitment, (i) each relevant Increasing Lender and Augmenting 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 Credit 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 Credit Lenders, each Revolving Credit Lender’s portion of the outstanding Revolving Credit Loans of all the Revolving Credit Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit LoansClass Percentage, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, Borrower in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by the payment of all accrued interest on the amount prepaid and, amounts described in respect clause (i) of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions first sentence of Section 2.11 2.17(b), if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder.

Appears in 1 contract

Sources: Term Loan and Revolving Credit Agreement (Federal-Mogul Corp)

Expansion Option. (a) The Borrower may from time to time after the Closing Date elect to increase the Revolving Credit Commitments or any Extended Revolving Commitments (“Increased Commitments”) in minimum increments an aggregate principal amount of not less than $25,000,000 10,000,000 (or such lesser amount as may be reasonably agreed by the Administrative Agent may agreeAgent) so long as, after giving effect thereto, the aggregate amount of all such increases Increased Commitments established following the Closing Date does not exceed $50,000,000150,000,000 (the “Incremental Basket Amount”). The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit CommitmentCommitment or Extended Revolving Commitment in its sole discretion, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, Commitment or provide new Extended Revolving Credit CommitmentsCommitment, as the case may be; provided that (i) each Augmenting Lender (and, in the case of an Increased Commitment, each Increasing Lender, ) shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrower and the Administrative Agent and (ii) (x) and, in the case of an Increasing LenderIncreased Commitment, each Issuing Bank and Swingline Lender (such consents not to be unreasonably withheld). Without the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (Lenders other than the relevant Increasing Lenders participating or Augmenting Lenders, this Agreement and the other Loan Documents may be amended pursuant to an Additional Credit Extension Amendment as may be necessary or appropriate, in the increase) shall be required for any increase in Revolving Credit Commitments pursuant reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.152.19. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 2.19 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, Lenders and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Extended Revolving Credit Commitment of any Lender) Commitments shall become effective be permitted under this paragraph unless, (i) unless on the proposed date of the effectiveness of such increaseincrease in the Revolving Commitments or Extended Revolving Commitments, (Aw) the conditions representations and warranties of the Loan Parties set forth in paragraphs this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of the effectiveness of such increase (aexcept where any representation and warranty is expressly made as of a specific earlier date, such representation and warranty shall be true in all material respects as of any such earlier date; provided that during any Collateral/Covenant Suspension Period the representations and warranties set forth in Sections 3.04(b) and 3.06 shall not be required to be made), (x) at the time of and immediately after giving effect to such increase, no Event of Default shall have occurred and be continuing; (y) the Borrower shall be in compliance on a Pro Forma Basis with Section 6.09 as of the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b), assuming, for purposes of this clause (y) that the full amount of Section 6.2 shall be satisfied any such Increased Commitments has been drawn, whether or waived by the Required Lenders not so drawn and (z) the Administrative Agent shall have received a certificate certifying as to that effect compliance with the foregoing clause (w), (x) and (y), dated such date and executed by an Authorized a Financial Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date as to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such increaseBorrower. On the effective date of any increase in the Revolving Credit Commitments or Extended Revolving Commitments, (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) if, on the Borrower date of such increase, there are any Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such Increased Commitments be deemed prepaid to have repaid the extent necessary from the proceeds of additional Revolving Loans made hereunder by the Increasing Lenders and reborrowed Augmenting Lenders, so that, after giving effect to such prepayments and any borrowings on such date of all or any portion of such Increased Commitments, the principal balance of all outstanding Revolving Credit Loans as owing to each Lender with a Revolving Commitment is equal to such Lender’s pro rata share (after giving effect to any nonratable Increased Commitment pursuant to this Section 2.19) of all then outstanding Revolving Loans. The Administrative Agent and the date of any increase Lenders hereby agree that the borrowing notice, minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the Revolving Credit Commitments (with such reborrowing transactions effected pursuant to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9)immediately preceding sentence. The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.15 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. Nothing Any Increased Commitments shall be on the exact same terms as the Revolving Commitments being increased thereby. (b) This Section 2.19 shall override any provisions in Section 9.02 to the contrary. (c) If, on the effective date of any Increased Commitments, there are any Revolving Loans of the applicable Class outstanding, such Revolving Loans shall on or prior to the effectiveness of such Increased Commitments be prepaid to the extent necessary from the proceeds of additional Revolving Loans made hereunder by the relevant Increasing Lenders or Augmenting Lenders, so that, after giving effect to such prepayments and any borrowings on such date of all or any portion of such Increased Commitments, the principal balance of all outstanding Revolving Loans owing to each Lender with a Revolving Commitment of such Class is equal to such Lender’s pro rata share of all then outstanding Revolving Loans. The Administrative Agent and the Lenders hereby agree that the borrowing notice, minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence and the deemed payments made pursuant the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.15 shall constitute, or otherwise be if the deemed to be, a commitment payment occurs other than on the part last day of any Lender to increase its Revolving Credit Commitment hereunderthe related Interest Periods.

Appears in 1 contract

Sources: Credit Agreement (Caseys General Stores Inc)

Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 5,000,000 so long as, after giving effect thereto, the aggregate amount of such increases and all such Incremental Term Loans does not exceed $50,000,00025,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit to participate in such Incremental Term Loans, or extend Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrower and the Administrative Agent Agent, which approvals shall not be unreasonably withheld, (ii) no Augmenting Lender shall be the Borrower or any Subsidiary or Affiliate of the Borrower and (iiiii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G C hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H D hereto. No consent of any Lender (other than the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments or Incremental Term Loan pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 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 an Authorized a Financial Officer of the Borrower and (B) the Borrower shall be in compliance (on a Pro Forma Basis reasonably acceptable to the Administrative Agent) with the covenant covenants contained in Section 9.3 6.11 and (ii) the Administrative Agent shall have received documents and opinions (including legal opinions) consistent with those delivered on the effective date Effective Date as to the organizational 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 Credit CommitmentsCommitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) except in the case of any Incremental Term Loans, the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurodollar Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. Nothing contained The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.15 2.20; provided that any such Incremental Term Loan Amendment shall constitute, require that any waivers or otherwise be deemed to be, a commitment on amendments of Section 4.02 (including the part waiver of any Lender to increase its Default that has the effect of waiving the conditions in Section 4.02) shall also require the written consent or approval of Lenders having Revolving Credit Commitment hereunderExposures and unused Commitments in respect of Revolving Loans representing more than 50% of the sum of the total Revolving Credit Exposures and unused Commitments in respect of Revolving Loans.

Appears in 1 contract

Sources: Credit Agreement (Par Pharmaceutical Companies, Inc.)

Expansion Option. (a) The Borrower Company may from time to time time, but not more than five (5) times during the term of this Agreement, elect to increase the Revolving Credit Commitments or enter into one or more additional tranches of term loans (each, an “Incremental Term Loan”), in each case in a minimum increments amount of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 10,000,000 and an integral multiple of $5,000,000 in excess thereof so long as, after giving effect thereto, the aggregate amount of such Revolving Commitment increases and all such Incremental Term Loans does not exceed $50,000,000150,000,000. For the avoidance of doubt, the parties acknowledge that the term “Incremental Term Loans” does not include the Original Term Loans or the Additional Term Loans. The Borrower Company may arrange for any such Revolving Commitment increase or Incremental Term Loan to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new to participate in such Incremental Term Loans, or extend Revolving Credit Commitments, as the case may be; provided provided, that (i) each Augmenting Lender, Lender shall be subject to the approval of the Borrower, each Letter of Credit Issuer Company and the Administrative Agent and, except in the case of an Incremental Term Loan, the Swingline Lender and the Issuing Bank, which approvals shall not be unreasonably withheld or delayed and (ii) (xA) in the case of an Increasing Lender, the Borrower Company and such Increasing Lender execute an agreement substantially in the form of Exhibit G heretoD, and (yB) in the case of an Augmenting Lender, the Borrower Company and such Augmenting Lender execute an agreement substantially in the form of Exhibit H E hereto. No consent of any Lender (other than the Lenders participating in the increasesuch Revolving Commitment increase or Incremental Term Loan) shall be required for any such increase in Revolving Credit Commitments or Incremental Term Loan pursuant to this Section 2.15. Increases and 2.21. (b) Revolving Commitment increases, new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.21 shall become effective on the date agreed by the BorrowerCompany, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) or Incremental Term Loan shall become effective under this paragraph unless, unless (i) on the proposed date of the effectiveness of such increaseRevolving Commitment increase or Incremental Term Loan, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 shall be satisfied both before and immediately after giving effect to such Revolving Commitment increase or Incremental Term Loan or waived by the Required Lenders Lenders, and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Borrower Company and (B) the Borrower Company shall be in pro forma compliance with the each financial covenant contained set forth in Section 9.3 6.09, recomputed (1) as if such Revolving Commitment increase or Incremental Term Loan (and the application of proceeds thereof to the repayment of any other Indebtedness) had occurred on the first day of the most recent Reference Period preceding the date thereof for which the Company has delivered Financial Statements, (2) with Consolidated Senior Funded Debt, Consolidated Total Funded Debt, consolidated cash and consolidated Cash Equivalent Investments measured as of the date of and immediately after giving effect to any funding in connection with such Revolving Commitment increase or Incremental Term Loan (and the application of proceeds thereof to the repayment of any other Indebtedness) and (3) with Consolidated EBITDA and Consolidated Interest Expense measured for the Reference Period then most recently ended for which the Company has delivered Financial Statements, and (ii) the Administrative Agent shall have received documents and opinions (including legal opinions) consistent with those delivered on the effective date Effective Date as to the organizational corporate power and authority of the Borrower Borrowers to borrow hereunder immediately after giving effect to such increase. Revolving Commitment increase or Incremental Term Loan. (c) On the effective date of any increase in the Revolving Credit Commitments, (i) each relevant Increasing Lender and Augmenting 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 Lenders, as being required in order to cause, after giving effect to such Revolving Commitment increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower Borrowers shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the BorrowerCompany, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurodollar Loan, shall be subject to indemnification by the Borrower Borrowers pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. (d) The Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans, the Original Term Loans and the Additional Term Loans, (ii) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (iii) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans; provided, that (x) the terms and conditions applicable to any Incremental Term Loan maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (y) the Incremental Term Loans may be priced differently than the Revolving Loans, the Original Term Loans and the Additional Term Loans. (e) Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Company, each Increasing Lender participating in such Incremental Term Loan, if any, each Augmenting Lender participating in such Incremental Term Loan, if any, and the Administrative Agent. Each Incremental Term Loan Amendment may, without the consent of any other Lenders (except to the extent required pursuant to the provisos in Section 9.02(b)), effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.21. Nothing contained in this Section 2.15 2.21 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder, or provide Incremental Term Loans, at any time.

Appears in 1 contract

Sources: Credit Agreement (Altra Industrial Motion Corp.)

Expansion Option. (a) The Borrower Borrowers may from time to time after the Restatement Effective Date elect to increase the Revolving Credit Commitments or any Extended Commitments (the “Increased Commitments”), in minimum increments an aggregate principal amount of not less than $25,000,000 (or such lesser amount as the Administrative Agent may agree) so long as, as after giving effect thereto, the aggregate amount of all such increases Increased Commitments does not exceed the sum of (i) $50,000,0001,000,000,000, plus (ii) an unlimited amount so long as on a Pro Forma Basis (assuming for this purpose that all Increased Commitments were fully drawn) the Consolidated Net Leverage Ratio is no greater than 4.00 to 1.00 as of the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b); provided that Increased Commitments may be incurred under clauses (i) and (ii) above, and proceeds for any such incurrence may be utilized in a single transaction by first calculating the incurrence under clause (ii) above, and the aggregate amount of all such Increased Commitments may, subject to the conditions set forth in this Section 2.19 (including, without limitation, compliance with the covenants contained in Section 6.09 on a Pro Forma Basis), be an unlimited amount. The applicable Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit CommitmentCommitment or Extended Commitments, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments or Extended Commitments, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender (and, in the case of an Increased Commitment, each Increasing Lender, ) shall be subject to the approval of the Borrower, each Letter of Credit Issuer applicable Borrower and the Administrative Agent and (ii) (x) and, in the case of an Increasing LenderIncreased Commitment, each Issuing Bank and Swingline Lender (such consents not to be unreasonably withheld or delayed). Without the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (Lenders other than the relevant Increasing Lenders participating or Augmenting Lenders, this Agreement and the other Loan Documents may be amended pursuant to an Additional Credit Extension Amendment as may be necessary or appropriate, in the increase) shall be required for any increase in Revolving Credit Commitments pursuant reasonable opinion of the Administrative Agent and the applicable Borrower, to effect the provisions of this Section 2.152.19. Increases of Revolving Commitments and new Revolving Credit Extended Commitments created pursuant to this Section 2.15 2.19 shall become effective on the date agreed by the applicable Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, Lenders and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) Extended Commitments shall become effective be permitted under this paragraph unless, Section 2.19 unless (i) on the proposed date of the effectiveness of such increase, (A) increase in the Revolving Commitments or Extended Commitments the conditions set forth in paragraphs clauses (a) and (b) of Section 6.2 4.02 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 an Authorized a Financial Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 and Company, (ii) the Administrative Agent shall have received such opinions and other certificates and documents as it may reasonably request and opinions consistent (iii) the Company shall be in compliance, calculated on a Pro Forma Basis (assuming for this purpose that all Increased Commitments were fully drawn), with those delivered on the effective date covenants contained in Section 6.09 as to the organizational power and authority of the Borrower last day of the most recent fiscal quarter of the Company for which financial statements have been delivered pursuant to borrow hereunder after giving effect Section 5.01(a) or (b) prior to such increasetime. On the effective date of any increase in the Revolving Credit CommitmentsCommitments or Extended Commitments (assuming that any Increased Commitments were fully drawn), (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) if, on the Borrower date of such increase, there are any Revolving Loans of the applicable Class outstanding, such Revolving Loans shall on or prior to the effectiveness of such Increased Commitments be deemed prepaid to have repaid the extent necessary from the proceeds of additional Revolving Loans made hereunder by the Increasing Lenders and reborrowed Augmenting Lenders, so that, after giving effect to such prepayments and any borrowings on such date of all or any portion of such Increased Commitments, the principal balance of all outstanding Revolving Credit Loans as of such Class owing to each Lender with a Revolving Commitment of such Class is equal to such Lender’s pro rata share (after giving effect to any nonratable Increased Commitment pursuant to this Section 2.19) of all then outstanding Revolving Loans of such Class. The Administrative Agent and the date of any increase Lenders hereby agree that the borrowing notice, minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the Revolving Credit Commitments (with such reborrowing transactions effected pursuant to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9)immediately preceding sentence. The deemed payments made pursuant to clause (ii) of the immediately second preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Term SOFR Loan, shall be subject to indemnification by the applicable Borrower pursuant to the provisions of Section 2.11 2.15 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. Nothing contained The applicable Borrower shall seek commitments in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part respect of any Lender Increased Commitments from existing Lenders or from additional banks, financial institutions and other institutional lenders reasonably acceptable to increase its Revolving Credit Commitment hereunderthe Administrative Agent who will become Lenders in connection therewith. (b) This Section 2.19 shall override any provisions in Section 9.02 to the contrary.

Appears in 1 contract

Sources: Restatement Agreement (Constellation Brands, Inc.)

Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 5,000,000 so long as, after giving effect thereto, the aggregate amount of such increases and all such Incremental Term Loans does not exceed $50,000,000150,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or to participate in such Incremental Term Loans, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrower and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G B hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H C hereto. No consent of any Lender (other than the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments or Incremental Term Loan pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 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 an Authorized a Financial Officer of the Borrower Holdings and (B) the Borrower Holdings shall be in compliance (on a pro forma basis) with the covenant covenants contained in Section 9.3 6.14 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational 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 Credit CommitmentsCommitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) except in the case of any Incremental Term Loans, the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date), and (c) shall otherwise be treated substantially the same as (and in any event no more favorably than) the Revolving Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders or Loan Parties, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.20. Nothing contained in this Section 2.15 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder, or provide Incremental Term Loans, at any time. In connection with any increase of the Revolving Commitments or Incremental Term Loans pursuant to this Section 2.20, any Augmenting Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Augmenting Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.

Appears in 1 contract

Sources: Credit Agreement (Acxiom Holdings, Inc.)

Expansion Option. The Borrower Company may from time to time elect to increase the Revolving Credit Commitments or enter into one or more tranches of term loans (each, an “Incremental Term Loan”), in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) so long as, after giving effect thereto, the aggregate amount of such increases and all such Incremental Term Loans does not exceed $50,000,000250,000,000. The Borrower Company may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit to participate in such Incremental Term Loans, or extend Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer Company and consent to by the Administrative Agent (such consent not to be unreasonably withheld or delayed) and (ii) (x) in the case of an Increasing Lender, the Borrower Company and such Increasing Lender execute an agreement substantially in the form of Exhibit G C hereto, and (y) in the case of an Augmenting Lender, the Borrower Company and such Augmenting Lender execute an agreement substantially in the form of Exhibit H D hereto. No consent of any Lender (other than the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments or Incremental Term Loan pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the BorrowerCompany, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, Lenders and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 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 an Authorized a Financial Officer of the Borrower Company and (B) the Borrower Company shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenant covenants contained in Section 9.3 6.10 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational corporate power and authority of the Borrower Borrowers to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit CommitmentsCommitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) except in the Borrower case of any Incremental Term Loans, the Borrowers shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the applicable Borrower, or the Company on behalf of the applicable Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurocurrency Loan or BA Equivalent Loan, shall be subject to indemnification by the Borrower Borrowers pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.20. Nothing contained in this Section 2.15 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder, or provide Incremental Term Loans, at any time.

Appears in 1 contract

Sources: Credit Agreement (Forest Laboratories Inc)

Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 5,000,000 so long as, after giving effect thereto, the aggregate amount of such increases and all such Incremental Term Loans does not exceed $50,000,000100,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new to participate in such Incremental Term Loans, or extend Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, Lender shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrower and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G C hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H D hereto. No consent of any Lender (other than the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments or Incremental Term Loans pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated as of such date and executed by an Authorized a Financial Officer of the Borrower and (B) the Borrower shall be in compliance (on a pro forma basis) with the covenant covenants contained in Section 9.3 6.12 and (ii) the Administrative Agent shall have received documents and opinions (to the extent requested by the Administrative Agent) consistent with those delivered on the effective date Effective Date as to the organizational 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 Credit CommitmentsCommitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurodollar Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans and the initial Term Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans and the initial Term Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans and the initial Term Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.20. Nothing contained in this Section 2.15 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder, or provide Incremental Term Loans, at any time.

Appears in 1 contract

Sources: Credit Agreement (Angiodynamics Inc)

Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit Commitments in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,000100,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, Commitments or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrower and the Administrative Agent (such approvals not to be unreasonably withheld, delayed or conditioned) and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G C hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H D hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 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 an Authorized a Financial Officer of the Borrower and (B) the Borrower shall be in compliance (on a pro forma basis) with the covenant covenants contained in Section 9.3 6.13 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational 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 Credit Commitments, (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurodollar Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. Nothing contained in this Section 2.15 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunderhereunder at any time.

Appears in 1 contract

Sources: Credit Agreement (Synchronoss Technologies Inc)

Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 10,000,000 so long as, after giving effect thereto, the aggregate amount of such increases and all such Incremental Term Loans does not exceed $50,000,000300,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or to participate in such Incremental Term Loans, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, Lender shall be subject to the approval of the Borrower, each Letter of Credit Issuer and the Administrative Agent and, in the case of a new Commitment, each Issuing Bank (in each case, such approval not to be unreasonably withheld or delayed) and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G E hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H F hereto. No consent of any Lender (other than the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments or Incremental Term Loan pursuant to this Section 2.152.19. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.19 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 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 an Authorized a Responsible Officer of the Borrower and (B) the Borrower shall be in compliance (on a pro forma basis) with the covenant covenants contained in Section 9.3 6.10 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational 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 Credit CommitmentsCommitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) except in the case of any Incremental Term Loans, the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall shall, in respect of each Eurodollar Loan, be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurodollar Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.15 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. The Incremental Term Loans (a) shall rank equal to right of payment with the Revolving Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.19. Nothing contained in this Section 2.15 2.19 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder, or provide Incremental Term Loans, at any time.

Appears in 1 contract

Sources: Credit Agreement (Kirby Corp)

Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit Commitments or enter into one or more tranches of term loans (each an "Incremental Term Loan"), in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 5,000,000 so long as, after giving effect thereto, the aggregate amount of such increases and all such Incremental Term Loans does not exceed $50,000,000150,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loans, an "Increasing Lender"), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an "Augmenting Lender"; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or to participate in such Incremental Term Loans, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrower and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G B hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H C hereto. No consent of any Lender (other than the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments or Incremental Term Loan pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 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 an Authorized a Financial Officer of the Borrower and (B) the Borrower shall be in compliance (on a pro forma basis) with the covenant covenants contained in Section 9.3 6.14 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational 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 Credit CommitmentsCommitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s 's portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) except in the case of any Incremental Term Loans, the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date), and (c) shall otherwise be treated substantially the same as (and in any event no more favorably than) the Revolving Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an "Incremental Term Loan Amendment") of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.20. Nothing contained in this Section 2.15 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder, or provide Incremental Term Loans, at any time. In connection with any increase of the Revolving Commitments or Incremental Term Loans pursuant to this Section 2.20, any Augmenting Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Augmenting Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with "know your customer" and anti-money laundering rules and regulations, including without limitation, the Patriot Act.

Appears in 1 contract

Sources: Credit Agreement (Acxiom Corp)

Expansion Option. The Borrower (a) Tenant, at Tenant’s sole cost and expense, may from develop the Tenant’s Work on the Expansion Property. (b) At any time prior to time elect the sixth (6th) anniversary of the Commencement Date, Tenant shall have the right to increase sell the Revolving Credit Commitments in minimum increments Expansion Property to the Landlord and amend the Lease (the “Lease Amendment”) to add the Expansion Property to the Lease as part of $25,000,000 the Leased Property (or such lesser amount as the Administrative Agent may agree) so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an Increasing LenderExpansion Option”), or by one or more new banks, financial institutions or other entities for an amount equal to the Expansion Property Value (each such new bank, financial institution or other entity, an the Augmenting LenderExpansion Property Purchase Price; provided that no Ineligible Institution may be an Augmenting Lender), which agree to in no event shall exceed Two Hundred Eighty Five Million Seven Hundred Fourteen Thousand Two Hundred Eighty Five and 71/100 Dollars ($285,714,285.71). Upon payment of the Expansion Property Purchase Price and the closing of the Expansion Option, the Lease Amendment will provide that the Rent currently payable hereunder will increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject by an annual amount equal to the approval product of the Borrower, each Letter of Credit Issuer and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and Expansion Property Purchase Price multiplied by (y) 0.07 (the “Expansion Rent”), which in no event shall exceed Twenty Million Dollars ($20,000,000); provided that, if such increase occurs after the payment of any installment of Rent in the case applicable Lease Year, then the Expansion Rent shall be prorated and payable only with respect to the remaining installments of an Augmenting LenderRent in such Lease Year; provided, further, that notwithstanding the Borrower and such Augmenting Lender execute an agreement substantially immediately preceding proviso, for purposes of calculating the Escalation in the form of Exhibit H hereto. No consent of any Lender (other than the Lenders participating immediately succeeding Lease Year, Rent in the increase) shall be required for any increase Lease Year in Revolving Credit Commitments pursuant to this Section 2.15. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 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 an Authorized Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date as to the organizational 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 Credit Commitments, (i) each relevant Increasing Lender and Augmenting 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 Lenders, as being required in order to cause, after giving effect to which such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower occurs shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as include the entire amount of the date of any increase in Expansion Rent (without proration). (c) Landlord’s obligation to purchase the Revolving Credit Commitments (with such reborrowing to consist Expansion Property is expressly conditioned upon each of the Types following: (i) no Event of Revolving Credit LoansDefault shall have occurred and be continuing, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9). The deemed payments made pursuant to clause (ii) of a ▇▇▇▇ Tenant Transfer shall not have occurred, (iii) the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Loan, shall be subject EBITDAR to indemnification by the Borrower pursuant to the provisions of Section 2.11 if the deemed payment occurs other than Rent Ratio determined on the last day of the most recently ended fiscal quarter on a cumulative basis for the preceding Test Period shall have been at least 1.9:1.0 on a pro forma basis (giving effect to the Expansion Rent and the EBITDAR reasonably anticipated by the Tenant after the stabilization of Tenant’s Work, in each case, as if commencing on the first day of the relevant Test Period) and (iv) Tenant shall have delivered to Landlord the Expansion Option Notice, with all required Expansion Documents, in form and substance reasonably acceptable to Landlord. (d) In order to exercise the Expansion Option, Tenant shall deliver to Landlord a written notice (the “Expansion Option Notice”) of Tenant’s election to exercise the Expansion Option, which shall be accompanied by (i) a certificate, executed by a Responsible Officer of the Tenant’s Parent, setting forth the calculation of the EBITDAR to Rent Ratio described in Section 3.5(c)(iii) in reasonable detail, (ii) copies of all inspection reports, permits, final unconditional lien releases from the general contractor and, to the extent received, all subcontractors, in each case, performing the Tenant’s Work, (iii) as-built survey for the Expansion Property, including the Tenant’s Work, (iv) a title policy for the Expansion Property naming Landlord as the named insured, in the amount of the Expansion Property Purchase Price, confirming that the Expansion Property is free and clear of all liens and others encumbrances other than encumbrances approved by Landlord in its reasonable discretion, and containing such endorsements reasonably requested by Landlord (and in no event in excess of such endorsements provided to Landlord with respect to the Leased Property on or about the Commencement Date), (v) to the extent available, a customary zoning report with respect to the Expansion Property, (vi) a property condition report with respect to the Expansion Property, including Tenant’s Work, (vii) a certificate of occupancy for improvements on the Expansion Property, (viii) available plans and specifications with respect to the Tenant’s Work, (ix) a construction expenditure report detailing the construction related LIBOR Periodsexpenditures incurred in connection with the Tenant’s Work, together with reasonable backup documentation, evidencing the value of the land and improvements (such value, the “Expansion Property Value”), and (x) reasonable evidence that the Tenant’s Work was built in material compliance with all applicable codes, ordinances, rules and regulations of applicable governmental authorities, with all applicable material approvals, permits, and licenses, including, without limitation, a building permit, (collectively, the “Expansion Documents”). (e) Within ten (10) days after Landlord’s receipt of the Expansion Option Notice and each of the Expansion Documents, Landlord shall provide Tenant: (i) a written notice (“Expansion Option Acceptance”) notifying Tenant that Landlord is satisfied with the Expansion Documents, including Tenant’s calculation of the EBITDAR to Rent Ratio, and notify Tenant as to the date on the closing of the Expansion Option transaction, which date shall not be more than thirty (30) days after Landlord’s receipt of the Expansion Option Notice, or (ii) written notice notifying Tenant of any missing or deficient Expansion Documents, in which case, Tenant shall thereafter work in good faith to promptly remedy any such deficiencies. (f) On the date of closing referenced in the Expansion Option Acceptance, Landlord shall deposit with Fidelity National Title Company or such other nationally recognized title company as selected by the Landlord (the “Title Company”): (i) an amount equal to the Expansion Property Purchase Price, (ii) the Lease Amendment, and (iii) such other documents reasonably requested by the Title Company. Nothing contained Tenant shall deposit with the Title Company: (1) the Lease Amendment, (2) a special warranty deed from Tenant’s Affiliate to Landlord, granting fee title to the Expansion Property to Landlord, in form and substance reasonably acceptable to Landlord, (3) a ▇▇▇▇ of sale for the Expansion Property, and (4) such other documents reasonably requested by the title company. Upon satisfaction or completion of all closing conditions set forth in this Section 2.15 3.5 and deliveries required by this Section 3.5(f), the Landlord and Tenant shall constituteinstruct the Title Company to record and deliver the deed to Landlord, or otherwise deliver the closing documents to the appropriate parties and make disbursements according to the closing statements executed by Landlord and Tenant. Tenant shall be deemed responsible for all costs and expenses in connection with the Expansion Option and the transfer of the Expansion Property to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunderLandlord.

Appears in 1 contract

Sources: Equity Purchase Agreement (Wynn Resorts LTD)

Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit Commitments in minimum increments of $25,000,000 10,000,000 (or or, if less than $10,000,000, equal to the total remaining amount available for such lesser amount as the Administrative Agent may agreeincrease) so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,00065,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”; it being understood that no Lender shall be obligated to agree to an increase in its Commitment), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, Commitments or provide new Revolving Credit extend Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the BorrowerBorrower and, each Letter of Credit Issuer and to the extent such consent would be required with regard to an assignment to such Person pursuant to Section 9.04, the Administrative Agent and the Issuing Banks and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G D hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H E hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph Section 2.20 unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 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 an Authorized a Financial Officer of the Borrower and (B) the Borrower shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenant covenants contained in Section 9.3 6.11 and (ii) the Administrative Agent shall have received documents and opinions opinion letters consistent with those delivered on the effective date Restatement Effective Date as to the organizational limited liability company 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 Credit Commitments, (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurodollar Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder.

Appears in 1 contract

Sources: Credit Agreement (Ugi Corp /Pa/)

Expansion Option. The Borrower Parent may from time to time elect to increase the Revolving Credit Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 5,000,000 so long as, after giving effect thereto, the aggregate amount of such increases and all such Incremental Term Loans does not exceed $50,000,000500,000,000. The Borrower Parent may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”), which agree to increase their existing Commitments, or to participate in such Incremental Term Loans, or provide new Commitments, as the case may be; provided that no Ineligible Institution may be an Augmenting Lender); provided, which agree to increase their existing Revolving Credit Commitmentsfurther, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrowers and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower Borrowers and such Increasing Lender execute an agreement substantially in the form of Exhibit G C hereto, and (y) in the case of an Augmenting Lender, the Borrower Borrowers and such Augmenting Lender execute an agreement substantially in the form of Exhibit H D hereto. No consent of any Lender (other than the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments or Incremental Term Loan pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the BorrowerBorrowers, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 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 an Authorized a Financial Officer of the Borrower Parent and (B) the Borrower Parent shall be in compliance (on a Pro Forma Basis reasonably acceptable to the Administrative Agent) with the covenant covenants contained in Section 9.3 5.07 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational power and authority of the Borrower Borrowers to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit CommitmentsCommitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) except in the Borrower case of any Incremental Term Loans, the Borrowers shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the applicable Borrower, or the Parent on behalf of the applicable Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurocurrency Loan, shall be subject to indemnification by the Borrower Borrowers pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.20. Nothing contained in this Section 2.15 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder, or provide Incremental Term Loans, at any time.

Appears in 1 contract

Sources: Credit Agreement (PTC Inc.)

Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit Commitments in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 10,000,000 so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,00060,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”; it being understood that no Lender shall be obligated to agree to an increase in its Commitment), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, Commitments or provide new Revolving Credit extend Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer and the Administrative Agent and the Issuing Banks and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G D hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H E hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph Section 2.20 unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 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 an Authorized a Financial Officer of the Borrower and (B) the Borrower shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenant covenants contained in Section 9.3 6.11 and (ii) the Administrative Agent shall have received documents and opinions opinion letters consistent with those delivered on the effective date Restatement Effective Date as to the organizational limited liability company 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 Credit Commitments, (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurodollar Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder.

Appears in 1 contract

Sources: Credit Agreement (Ugi Corp /Pa/)

Expansion Option. The Borrower may from time to time elect to increase the Aggregate Revolving Credit Commitments and/or enter into one or more tranches of term loans (each, an “Incremental Term Loan”), in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 25,000,000, so long as, after giving effect thereto, (x) the aggregate amount of all such increases of the Aggregate Revolving Commitments does not exceed $50,000,000250,000,000 and (y) the aggregate initial principal amount of all such Incremental Term Loans does not exceed $400,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution provided, that, none of the Borrower or any of its Subsidiaries or Affiliates or a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural person) may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide to participate in such Incremental Term Loans, or extend new Revolving Credit Commitments, as the case may be; provided that provided, that, (i) each Augmenting Lender, Lender shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrower and the Lead Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G heretoC, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. D. No consent of any Lender (other than the Augmenting Lenders and Increasing Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in the Aggregate Revolving Credit Commitments or Incremental Term Loan pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the Borrower, the Lead Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Lead Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Aggregate Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs clauses (a) and (b) of Section 6.2 4.02 shall be satisfied or waived by the Required Lenders and the Lead Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer who is a Responsible Officer of the Borrower and (B) the Borrower shall be in compliance (on a pro forma basis) with the covenant covenants contained in Section 9.3 6.07 (and assuming for such purposes that any increase in the Aggregate Revolving Commitments is fully drawn) and (ii) the Lead Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational 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 Aggregate Revolving Credit CommitmentsCommitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Lead Administrative Agent such amounts in immediately available funds as the Lead Administrative Agent shall determine, for the benefit of the other 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) except in the case of any Incremental Term Loans, the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Aggregate Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans and the Term Loans, (b) shall not mature earlier than the Latest Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans and the Term Loans; provided, that, (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Latest Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Latest Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans and the Term Loans. Incremental Term Loans shall be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Lead Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Lead Administrative Agent, to effect the provisions of this Section 2.20. Nothing contained in this Section 2.15 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder, or provide Incremental Term Loans, at any time.

Appears in 1 contract

Sources: Credit Agreement (Intuit Inc)

Expansion Option. The At any time prior to the Maturity Date, the Borrower may shall have the right from time to time elect upon not less than ten (10) Business Days’ prior written notice to increase the Revolving Credit Commitments in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,000. The Borrower may arrange for any such increase to be provided by enter into one or more Lenders tranches of term loans (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing LenderIncremental Term Loan”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitments, as the case may be; provided that (i) as of the date of each Augmenting Lendersuch request and on the date each such Incremental Term Loan takes effect, (A) the representations and warranties contained in Article V shall be subject to the approval of the Borrower, each Letter of Credit Issuer true and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender correct (other than the representations and warranties contained in Section 5.5 and Section 5.11(b)) and (B) no Unmatured Event of Default or Event of Default shall have occurred and be continuing, or would result from entering into such Incremental Term Loans, (ii) no Lender shall have any obligation to participate in such Incremental Term Loans, (iii) the Borrower shall only be permitted to request such Incremental Term Loans on three (3) separate occasions, (iv) each such request shall be in a minimum principal amount of $25,000,000 or any whole multiple of $10,000,000 in excess thereof and (v) in no event shall the aggregate outstanding principal amount of all Loans inclusive of such Incremental Term Loans at any time exceed $450,000,000; provided further that: (a) Any participation in Incremental Term Loans by any Lender or Lenders participating who are at the time of such participation party to this Agreement (which Lender or Lenders shall consent to such participation in the increasetheir sole and absolute discretion) (an “Increasing Lender”) shall be required for any increase in Revolving Credit Commitments pursuant to accomplished as follows: (i) this Section 2.15. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 shall become effective on the date agreed Agreement will be amended by the Borrower, the Administrative Agent and such Increasing Lender(s) (but without any requirement that the relevant consent of any other Lenders be obtained) to reflect the Ratable Share of the Incremental Term Loans of each of the Increasing Lenders, (ii) if requested, the Borrower will deliver new Note(s) to the requesting Increasing Lender(s) reflecting the Ratable Shares of such Increasing Lender(s) of the Incremental Term Loans and (iii) the Borrower and each such Increasing Lender shall execute and deliver to the Administrative Agent a Lender Addition and Acknowledgment Agreement (“Lender Addition and Acknowledgment Agreement”) substantially in the form of Exhibit E attached hereto; (b) Any participation in Incremental Term Loans by a new Lender (an “Augmenting Lender”) under this Agreement shall be accomplished as follows: (i) such Augmenting Lender shall be subject to the consent of the Administrative Agent and the Borrower, which consent shall not be unreasonably withheld, (ii) this Agreement will be amended pursuant to an Incremental Term Loan Amendment (defined below) by the Borrower, the Administrative Agent and such Augmenting Lender (but without any requirement that the consent of any other Lenders be obtained) to reflect the addition of such Augmenting Lender as a Lender hereunder, (iii) if requested the Borrower will deliver a Note to such Augmenting Lender and (iv) the Borrower and each such Augmenting Lender shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, a Lender Addition and Acknowledgment Agreement substantially in the form of Exhibit E attached hereto. (c) The Incremental Term Loans shall be subject to the same terms and conditions applicable to the initial Loans hereunder, and shall in all respects be treated the same as the initial Loans, except as provided below with respect to interest rates. Each tranche of Incremental Term Loans (i) shall rank pari passu in right of payment with the initial Loans, (ii) shall not mature earlier than the Maturity Date, (iii) shall amortize pursuant to the schedule set forth in Section 2.3(a) and (iv) shall be subject to such interest rate (and the Applicable Margin related thereto) on each Incremental Term Loan as shall be agreed between the Borrower and the Increasing Lenders participating in a tranche of Incremental Term Loans, and in the absence of such agreement, to the interest rates and Applicable Margin related thereto set forth in Section 3.1. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement, including the Commitments on Schedule 1.1, and, as appropriate, the other Loan Documents, executed by the Borrowers, each Increasing Lender participating in such tranche, each Augmenting LendersLender participating in such tranche, if any, and the Administrative Agent shall notify each Lender thereofAgent. Notwithstanding The Incremental Term Loan Amendment may, without the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment consent of any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 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 an Authorized Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date as to the organizational 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 Credit Commitments, (i) each relevant Increasing Lender and Augmenting 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 Lenders, as being required in order effect such amendments to cause, after giving effect to such increase this Agreement and the use of such amounts to make payments to such other LendersLoan Documents as may be necessary or appropriate, each Lender’s portion in the reasonable opinion of the outstanding Revolving Credit Loans of all the Lenders Administrative Agent, to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to effect the provisions of this Section 2.11 if the deemed payment occurs other than on the last day of the related LIBOR Periods2.5. Nothing contained in this Section 2.15 2.5 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunderprovide Incremental Term Loans at any time.

Appears in 1 contract

Sources: Credit Agreement (Grainger W W Inc)

Expansion Option. (a) The Borrower may from time to time after the Effective Date elect to increase the Revolving Credit Commitments (“Increased Commitments”) or increase the principal amount of any existing tranche of Term Loans or establish one or more tranches of term loans (each such increase or new tranche, an “Incremental Term Loan” and, together with any Increased Commitments, the “Incremental Facilities”), in minimum increments each case in an aggregate amount of not less than $25,000,000 (or such lesser amount as the Administrative Agent may agree) 10,000,000 so long as, after giving effect thereto, the aggregate amount of all such increases Incremental Facilities does not exceed the greater of (x) $50,000,00075,000,000 less the aggregate principal amount of Permitted Junior Lien Debt incurred after the Effective Date (excluding amounts incurred under clause (y) of the definition of “Permitted Junior Lien Debt”) (this clause (x), the “Dollar Incremental Basket”) and (y) such amount (assuming that any Increased Commitments are fully drawn) that would not result in the Consolidated Secured Leverage Ratio on a Pro Forma Basis exceeding 2.75 to 1.00. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loan, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender” and, together with any Increasing Lender, “Incremental Lenders; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit CommitmentsCommitment, or provide new Revolving Credit Commitments, as the case may beto participate in such Incremental Term Loan; provided that (i) each Augmenting Lender, Incremental Lender shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrower and the Administrative Agent and (iisuch consents not to be unreasonably withheld) (x) and, in the case of an Increasing LenderIncreased Commitment, each Issuing Bank and Swingline Lender (such consents not to be unreasonably withheld). Without the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (Lenders other than the Lenders participating relevant Incremental Lenders, this Agreement and the other Loan Documents may be amended pursuant to an Additional Credit Extension Amendment as may be necessary or appropriate, in the increase) shall be required for any increase in Revolving Credit Commitments pursuant reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.152.19. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.19 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Incremental Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) and no Incremental Term Loan shall become effective be permitted under this paragraph unless, (i) unless on the proposed date of the effectiveness of such increaseincrease in the Revolving Commitments or borrowing of such Incremental Term Loan, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 and the Applicable Transaction Conditions 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 an Authorized a Financial Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date as to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such increaseBorrower. On the effective date of any increase in the Revolving Credit CommitmentsCommitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Incremental 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 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) on the Borrower date of such increase, there are any Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such Increased Commitments be deemed prepaid to have repaid the extent necessary from the proceeds of additional Revolving Loans made hereunder by Incremental Lenders, so that, after giving effect to such prepayments and reborrowed any borrowings on such date of all or any portion of such Increased Commitments, the principal balance of all outstanding Revolving Credit Loans as owing to each Lender with a Revolving Commitment is equal to such Lender’s pro rata share (after giving effect to any nonratable Increased Commitment pursuant to this Section 2.19) of all then outstanding Revolving Loans. The Administrative Agent and the date of any increase Lenders hereby agree that the borrowing notice, minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the Revolving Credit Commitments (with such reborrowing transactions effected pursuant to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9)immediately preceding sentence. The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurodollar Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.15 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. Nothing contained The terms of any Incremental Term Loans shall be as set forth in the amendment to this Section 2.15 Agreement providing for such Incremental Term Loans; provided that (i) the final maturity date of any Incremental Term Loans shall constitutebe (A) no earlier than the Term Loan Maturity Date and (B) no later than the then scheduled expiration of the Hallmark Trademark License Agreement, (ii) the Weighted Average Life to Maturity of such Incremental Term Loans shall not be shorter than the then remaining Weighted Average Life to Maturity of the Term Loans, (iii) Incremental Term Loans shall not participate on a greater than pro rata basis with the Term Loans in any optional or otherwise mandatory prepayment hereunder, (iv) the provisions with respect to payment of interest, original issue discount and upfront fees shall be deemed as agreed between the Borrower and the applicable Incremental Lenders and (v) all other terms applicable to besuch Incremental Term Loans (other than provisions specified in clauses (i) through (iv) immediately above) shall be on terms and pursuant to documentation to be determined, provided that, to the extent such terms and documentation are not consistent with the Term Loans (except to the extent permitted by clause (i), (ii) or (iv) immediately above), they shall be reasonably satisfactory to the Administrative Agent; it being understood that such documentation may add (x) a covenant for the benefit of only the Lenders of the Incremental Term Loans that is effective after the Term Loan Maturity Date or for the benefit of all Lenders and (y) in the case of an Incremental Facility that is marketed to institutional term loan lenders, a commitment customary “most favored nation” pricing provision for the benefit of only such Incremental Facility. Any Increased Commitments shall be on the part same terms and conditions as the existing Revolving Commitments except that the Borrower may pay upfront fees to the Lenders of Increased Commitments. (b) This Section 2.19 shall override any Lender provisions in Section 9.02 to increase its Revolving Credit Commitment hereunderthe contrary.

Appears in 1 contract

Sources: Credit Agreement (Crown Media Holdings Inc)

Expansion Option. The Borrower may from time (a) From and after the date hereof through June 1, 2023, Tenant shall have the option (the "Expansion Option") to time elect to increase lease all (and not a portion) of the Revolving Credit Commitments space in minimum increments the adjacent building located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ Drive, Santa Clara, California consisting of $25,000,000 approximately 35,000 rentable square feet (or such lesser amount the "Expansion Space") for the period commencing February 1, 2024 (the “Expansion Delivery Date”) and ending on the Extension Term Expiration Date (as the Administrative Agent same may agree) so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,000. The Borrower may arrange for any such increase to be provided by extended if Tenant exercises one or more Lenders Options), subject to the terms of this Section 5, by providing Landlord written notice (each Lender so agreeing the "Expansion Notice") from Tenant of the exercise of its Expansion Option prior to an increase in its Revolving Credit CommitmentJune 1, an 2023, if: (i) No Event of Default exists at the time that Landlord receives the Expansion Notice; and (ii) the Lease has not been assigned by Tenant (other than pursuant to a Permitted Transfer) at the time Landlord receives the Expansion Notice; and (iii) the existing tenant of the Expansion Space does not exercise any extension right existing as of the date hereof to occupy such space beyond the Expansion Delivery Date (the Increasing LenderExisting Extension Option”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitments, as the case may be; provided that (iA) each Augmenting Lender, Landlord shall be subject not agree to amend the approval exercise conditions of the Borrower, each Letter of Credit Issuer and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G heretoExisting Extension Option, and (yB) in Landlord shall notify Tenant whether such Existing Extension Option has been exercised by no later than May 8, 2023. (b) Base Rent attributable to the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (other than the Lenders participating in the increase) Expansion Space shall be required payable in monthly installments in accordance with the terms and conditions of the Lease. The Base Rent rate per rentable square foot for any increase in Revolving Credit Commitments pursuant to this Section 2.15. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 the Expansion Space shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. be as follows: Notwithstanding the foregoing, no increase in during the Revolving Credit Commitments Expansion Abatement Period (or in as defined below), the Revolving Credit Commitment Base Rent for the Expansion Space shall be abated (the “Expansion Abated Base Rent”). If Landlord terminates the Leases as a result of a Default by Tenant beyond applicable notice and cure periods, then, without limiting any Lender) shall become effective under this paragraph unlessother rights and remedies of Landlord, (i1) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 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 an Authorized Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date as to the organizational 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 Credit Commitments, (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s remaining portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans Expansion Abatement Period as of the date of any increase in such Lease termination shall automatically be extinguished and (2) the Revolving Credit Commitments then unamortized Expansion Abated Base Rent to the date of such termination (with such reborrowing to consist amortized over the initial 95 months of the Types initial Lease Term for the Expansion Space), shall immediately become due and payable. For the purposes of Revolving Credit Loansthis Lease, with related LIBOR Periods if applicable, specified in the “Expansion Abatement Period” shall be a notice delivered by period equal to one hundred and fifty-two (152) days. (c) Tenant shall pay Additional Rent (i.e. Tenant's Proportionate Share of Project Operating Costs) for the Borrower, Expansion Space in accordance with the requirements of Section 2.9). The deemed payments made pursuant to clause (ii) terms of the immediately preceding sentence shall be accompanied by payment of all accrued interest on Lease. (d) In the amount prepaid and, in respect of each LIBOR Loan, shall be subject to indemnification by event Tenant leases the Borrower Expansion Space pursuant to the provisions terms of Section 2.11 if this Expansion Option, Tenant shall receive an Allowance for the deemed payment occurs Expansion Space in the amount equal to $37.50 per rentable square foot of the Expansion Space. (e) The Expansion Space shall be considered a part of the Premises, subject to all the terms and conditions of the Lease, except that no allowances, credits, abatements or other than concessions set forth in the Lease for the Premises shall apply to the Expansion Space, except as specifically provided otherwise in this Expansion Option provision. (f) If Tenant exercises its Expansion Option, Landlord and Tenant shall enter into an amendment (the "Expansion Space Amendment") adding the Expansion Space (or applicable portion thereof) to the Premises on the last day terms set forth herein and reflecting the changes in the Base Rent, Tenant’s Proportionate Share, and such other appropriate terms; provided that an otherwise valid exercise of the related LIBOR Periods. Nothing contained in this Section 2.15 Expansion Option shall constitute, be fully effective whether or otherwise be deemed to be, a commitment on not the part of any Lender to increase its Revolving Credit Commitment hereunderExpansion Space Amendment is executed.

Appears in 1 contract

Sources: Office Lease (Shockwave Medical, Inc.)

Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 5,000,000 so long as, after giving effect thereto, the aggregate amount of such increases and all such Incremental Term Loans does not exceed $50,000,000250,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”), which agree to increase their existing Revolving Commitments, or to participate in such Incremental Term Loans, or provide new Revolving Commitments, as the case may be; provided that no Ineligible Institution may be an Augmenting Lender); provided, which agree to increase their existing Revolving Credit Commitmentsfurther, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrower and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G C hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H D hereto. No consent of any Lender (other than the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments or Incremental Term Loan pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 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 an Authorized a Financial Officer of the Borrower and (B) the Borrower shall be in compliance (on a Pro Forma Basis reasonably acceptable to the Administrative Agent) with the covenant covenants contained in Section 9.3 5.07 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational 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 Credit CommitmentsCommitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) except in the case of any Incremental Term Loans, the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans and the initial Term Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans and the initial Term Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans and the initial Term Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.20. Nothing contained in this Section 2.15 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder, or provide Incremental Term Loans, at any time.

Appears in 1 contract

Sources: Credit Agreement (PTC Inc.)

Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan” and, together with each increase in the Commitment pursuant to this Section 2.20, an “Incremental Facility”), in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 10,000,000 so long as, after giving effect thereto, the aggregate amount of such increases all Incremental Facilities and all Incremental Equivalent Debt does not exceed $50,000,000the Incremental Cap. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or to participate in such Incremental Term Loans, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer and the Administrative Agent (not to be unreasonably withheld, delayed or conditioned), and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G heretoC hereto or such other form as may be agreed to among the Borrower, such Increasing Lender and the Administrative Agent, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H heretoD hereto or such other form as may be agreed to among the Borrower, such Augmenting Lender and the Administrative Agent. No consent of any Lender (other than the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments or Incremental Term Loan pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) subject to Section 1.09 if all or any portion of the proceeds of such Incremental Facility are being used in connection with a Limited Condition Transaction, the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 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 an Authorized a Financial Officer of the Borrower and (B) subject to Section 1.09 if all or any portion of the proceeds of such Incremental Facility are being used in connection with a Limited Condition Transaction, the Borrower shall be in compliance (on a Pro Forma Basis) with the covenant contained in Section 9.3 Financial Performance Covenants after giving effect to the issuance or incurrence of such Incremental Facility and (ii) subject to Section 1.09 if all or any portion of the proceeds of such Incremental Facility are being used in connection with a Limited Condition Transaction, the Administrative Agent shall have received documents and opinions substantially consistent with those delivered on the effective date Effective Date as to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such increaseincrease or tranche. On the effective date of any increase in the Revolving Credit CommitmentsCommitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) except in the case of any Incremental Term Loans, the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 if the deemed payment occurs other than on the last day of the related LIBOR Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder.Section

Appears in 1 contract

Sources: Credit Agreement (Sprouts Farmers Market, Inc.)

Expansion Option. The Borrower may from time to time elect to increase the Aggregate Revolving Credit Commitments and/or enter into one or more tranches of term loans (each, an “Incremental Term Loan”), in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 25,000,000, so long as, after giving effect thereto, (x) the aggregate amount of all such increases of the Aggregate Revolving Commitments does not exceed $50,000,000250,000,000 and (y) the aggregate initial principal amount of all such Incremental Term Loans does not exceed $500,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution provided, that, none of the Borrower or any of its Subsidiaries or Affiliates or a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural person) may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide to participate in such CHAR1\1449231v6 Incremental Term Loans, or extend new Revolving Credit Commitments, as the case may be; provided that provided, that, (i) each Augmenting Lender, Lender shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrower and the Lead Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G C hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H D hereto. No consent of any Lender (other than the Augmenting Lenders and Increasing Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in the Aggregate Revolving Credit Commitments or Incremental Term Loan pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the Borrower, the Lead Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Lead Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Aggregate Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs clauses (a) and (b) of Section 6.2 4.02 shall be satisfied or waived by the Required Lenders and the Lead Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer who is a Responsible Officer of the Borrower and (B) the Borrower shall be in compliance (on a pro forma basis) with the covenant covenants contained in Section 9.3 6.07 (and assuming for such purposes that any increase in the Aggregate Revolving Commitments is fully drawn) and (ii) the Lead Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational 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 Aggregate Revolving Credit CommitmentsCommitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Lead Administrative Agent such amounts in immediately available funds as the Lead Administrative Agent shall determine, for the benefit of the other 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) except in the case of any Incremental Term Loans, the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Aggregate Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans and the Term Loans, (b) shall not mature earlier than the Latest Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans and the Term Loans; provided, that, (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Latest Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Latest Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans and the Term Loans. Incremental Term Loans shall be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Lead Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Lead Administrative Agent, to effect the provisions of this Section 2.20. Nothing contained in this Section 2.15 2.20 shall constitute, or CHAR1\1449231v6 otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder, or provide Incremental Term Loans, at any time.

Appears in 1 contract

Sources: Credit Agreement (Intuit Inc)

Expansion Option. (a) The Borrower Borrowers may from time to time after the Closing Date elect to increase the Revolving Credit Commitments (“Increased Commitments”) in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) so long as, after giving effect thereto, the an aggregate principal amount of such increases does not exceed less than $50,000,00025,000,000. The Borrower Borrowers may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, Commitments or provide new to participate in such Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender (and, in the case of an Increased Commitment, each Increasing Lender, ) shall be subject to the approval of the BorrowerCompany, the Administrative Agent, each Letter Issuing Bank and Swingline Lender (such consents not to be unreasonably withheld or delayed). Without the consent of any Lenders other than the relevant Increasing Lenders or Augmenting Lenders, this Agreement and the other Loan Documents may be amended pursuant to an Additional Credit Issuer and Extension Amendment as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and (ii) (x) in the case Company, to effect the provisions of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.152.19. Increases and new of Revolving Credit Commitments created pursuant to this Section 2.15 shall become effective on the date agreed by the BorrowerBorrowers, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, Lenders and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective be permitted under this paragraph unless, (i) unless on the proposed date of the effectiveness of such increaseincrease in the Revolving Commitments, (Ai) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate Agent, (ii) after giving effect to that effect dated such date and executed by an Authorized Officer of increase in the Borrower and (B) Revolving Commitments, the Borrower Borrowers shall be in compliance compliance, on a Pro Forma Basis, with the covenant contained in Section 9.3 Consolidated Leverage Ratio (determined as of the most recently ended fiscal quarter and assuming that the entire amount of such increase had been borrowed as of such quarter end), and (iiiii) the Administrative Agent shall have received documents and opinions consistent a certificate confirming (and, as applicable, setting forth reasonably detailed calculations demonstrating) compliance with those delivered on the effective date as to the organizational power and authority each of the Borrower to borrow hereunder after giving effect to requirements set forth in clauses (i) and (ii) above, dated such increasedate and executed by a Financial Officer of the Company. On the effective date of any increase in the Revolving Credit Commitments, (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) if, on the Borrower date of such increase, there are any Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such Increased Commitments be deemed prepaid to have repaid the extent necessary from the proceeds of additional Revolving Loans made hereunder by the Increasing Lenders and reborrowed Augmenting Lenders, so that, after giving effect to such prepayments and any borrowings on such date of all or any portion of such Increased Commitments, the principal balance of all outstanding Revolving Credit Loans as owing to each Lender is equal to such Lender’s pro rata share (after giving effect to any nonratable Increased Commitment pursuant to this Section 2.19) of all then outstanding Revolving Loans. The Administrative Agent and the date of any increase Lenders hereby agree that the borrowing notice, minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the Revolving Credit Commitments (with such reborrowing transactions effected pursuant to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9)immediately preceding sentence. The deemed payments made pursuant to clause (ii) of the immediately second preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurocurrency Loan, shall be subject to indemnification by the Borrower Borrowers pursuant to the provisions of Section 2.11 2.15 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. Nothing contained For the avoidance of doubt, no Lender shall have any obligation to provide any Increased Commitment. (b) This Section 2.19 shall override any provisions in this Section 2.15 shall constitute, or otherwise be deemed 9.02 to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereundercontrary.

Appears in 1 contract

Sources: Revolving Credit Agreement (Mylan Inc.)

Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 5,000,000 so long as, after giving effect thereto, the aggregate amount of such increases and all such Incremental Term Loans does not exceed $50,000,00030,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit to participate in such Incremental Term Loans, or extend Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrower and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G C hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H D hereto. No consent of any Lender (other than the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments or Incremental Term Loans pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 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 an Authorized a Financial Officer of the Borrower and (B) the Borrower shall be in compliance on a Pro Forma Basis with the covenant covenants contained in Section 9.3 6.11 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational 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 Credit CommitmentsCommitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) except in the case of any Incremental Term Loans, the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurodollar Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.20. Nothing contained in this Section 2.15 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder, or provide Incremental Term Loans, at any time.

Appears in 1 contract

Sources: Credit Agreement (Informatica Corp)

Expansion Option. (a) The Borrower may from time to time elect time, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more additional tranches of Term Loans to be incurred by the Borrower (which Term Loans may take the form of an increase to the Revolving Credit Commitments principal amount of the Term Loans) (the “Incremental Term Loans”), in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 10,000,000 so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,000500,000,000; provided that such amount may be less than $10,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Term Loans set forth above. (b) The Incremental Term Loans shall, other than amortization, pricing or maturity date, have the same terms as the outstanding Term Loans (including, for the avoidance of doubt, with the respect to the use of proceeds as provided in Section 6.05). (c) Each notice from the Borrower pursuant to this Section 2.19 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loan. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new Any additional bank, financial institution institution, existing Lender or other entity, an “Augmenting Lender”; provided Person that no Ineligible Institution may be an Augmenting Lender), which agree elects to increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, extend Incremental Term Loans shall be subject reasonably satisfactory to the approval of the Borrower, each Letter of Credit Issuer Borrower and the Administrative Agent and (iiany such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) (x) in the case of an Increasing and, if not already a Lender, the Borrower and such Increasing shall become a Lender execute under this Agreement pursuant to an agreement substantially in the form of Exhibit G heretoamendment (an “Incremental Facility Amendment”) to this Agreement and, and (y) in the case of an Augmenting Lenderas appropriate, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.15. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 shall become effective on the date agreed Loan Documents, executed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, such Additional Lender and the Administrative Agent Agent. No Lender shall notify each Lender thereofbe obligated to provide any Incremental Term Loan, unless it so agrees. Notwithstanding the foregoing, no increase Commitments in the Revolving Credit Commitments (or in the Revolving Credit Commitment respect of any Lender) Incremental Term Loans shall become effective Commitments under this paragraph unless, (i) on the proposed date of Agreement upon the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 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 an Authorized Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date as to the organizational 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 Credit Commitments, (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 if the deemed payment occurs other than on the last day of the related LIBOR Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder.applicable Incremental Facility

Appears in 1 contract

Sources: Term Loan Agreement (International Paper Co /New/)

Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 10,000,000 so long as, after giving effect thereto, the aggregate amount of such increases and all such Incremental Term Loans does not exceed $50,000,000400,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new to participate in such Incremental Term Loans, or extend Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrower and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G C hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H D hereto. No consent of any Lender (other than the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments or Incremental Term Loan pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.20 shall become effective on the date (any such date, an “Increase Date”) agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 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 an Authorized a Financial Officer of the Borrower and (B) the Borrower shall be in compliance (on a pro forma basis) with the covenant covenants contained in Section 9.3 6.10 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational 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 Credit CommitmentsCommitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) except in the case of any Incremental Term Loans, the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans and the initial Term Loans, (b) shall not mature earlier than the latest Maturity Date at such time (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans and the initial Term Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the latest Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the latest Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans and the initial Term Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.20. Nothing contained in this Section 2.15 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder, or provide Incremental Term Loans, at any time.

Appears in 1 contract

Sources: Credit Agreement (Hill-Rom Holdings, Inc.)

Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit Commitments enter into a maximum of three additional tranches of term loans (each an “Incremental Term Loan”), in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 10,000,000 so long as, after giving effect thereto, the aggregate amount of all such increases Incremental Term Loans does not exceed $50,000,000100,000,000. The Borrower may arrange for any such increase tranche to be provided by one or more Lenders (each Lender so agreeing to an increase participate in its Revolving Credit Commitmentsuch Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitments, as the case may beparticipate in such Incremental Term Loans; provided that (i) each Increasing Lender and Augmenting Lender, Lender shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrower and the Administrative Agent Agent, which, in the case of the Administrative Agent, shall not be unreasonably withheld and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G C hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H D hereto. No consent of any Lender (other than the Lenders participating in the increaseany Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments Incremental Term Loan pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments Incremental Term Loans created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment tranche of any Lender) Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increaseIncremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 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 an Authorized a Financial Officer of the Borrower and (B) the Borrower shall be in compliance (on a Pro Forma Basis reasonably acceptable to the Administrative Agent) with the covenant contained in Section 9.3 6.09 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational corporate power and authority of the Borrower to borrow hereunder after giving effect to such increaseIncremental Term Loans. On the effective date of any increase in the Revolving Credit CommitmentsIncremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (iic) shall be treated substantially the same as (and in any event no more favorably than) the Borrower shall be deemed Loans; provided that (i) the terms and conditions applicable to have repaid and reborrowed all outstanding Revolving Credit any tranche of Incremental Term Loans as of maturing after the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements of Section 2.9). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 if the deemed payment occurs other than on the last day of the related LIBOR Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder.applicable only during 37

Appears in 1 contract

Sources: Term Loan Agreement (Puget Sound Energy Inc)

Expansion Option. The Borrower ▇▇▇▇▇▇ may from time to time elect to increase the Revolving Credit Commitments Aggregate Commitment or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 10,000,000, so long as, after giving effect thereto, the aggregate amount of such increases and all such Incremental Term Loans does not exceed $50,000,000325,000,000. The Borrower ▇▇▇▇▇▇ may arrange for any such increase or tranche to be provided by one or more Syndicated Global Lenders (each Syndicated Global Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or to participate in such Incremental Term Loans, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, Lender shall be subject to the approval of Harley, the Borrower, each Letter of Credit Issuer Global Administrative Agent and the Administrative Agent Global Swing Line Lender (not to be unreasonably withheld, conditioned or delayed) and (ii) (x) in the case of an Increasing Lender, the Borrower Harley and such Increasing Lender execute an agreement substantially in the form of Exhibit G F-1 hereto, and (y) in the case of an Augmenting Lender, the Borrower Harley and such Augmenting Lender execute an agreement substantially in the form of Exhibit H F-2 hereto. No consent of any Syndicated Global Lender (other than the Syndicated Global Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments the Aggregate Commitment or Incremental Term Loan pursuant to this Section 2.152.4(b). Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.4(b) shall become effective on the date agreed by the Borrower▇▇▇▇▇▇, the Global Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Global Administrative Agent shall notify each Syndicated Global Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments Aggregate Commitment (or in the Revolving Credit Commitment of any Syndicated Global Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 shall be satisfied or waived by the Required Lenders and the Administrative Agent no event shall have received occurred and then be continuing which constitutes a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 Default or Unmatured Default and (ii) the Global Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Closing Date as to the organizational power and authority of the Borrower Borrowers to borrow hereunder after giving effect to such increaseincrease or Incremental Term Loans, as the case may be. On the effective date of any increase in the Revolving Credit CommitmentsAggregate Commitment or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Global Administrative Agent such amounts in immediately available funds as the Global Administrative Agent shall determine, for the benefit of the other Syndicated Global 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 Syndicated Global Lenders, each Syndicated Global Lender’s portion of the outstanding Revolving Credit Syndicated Global Loans of all the Syndicated Global Lenders to equal its Revolving Credit Commitment Percentage Pro Rata Share of such outstanding Revolving Credit Syndicated Global Loans, and (ii) the Borrower Borrowers shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Syndicated Global Loans as of the date of any increase in the Revolving Credit Commitments Aggregate Commitment (with such reborrowing to consist of the Types of Revolving Credit Syndicated Global Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the applicable Borrower, or Harley on behalf of the applicable Borrower, in accordance with the requirements of Section 2.9Sections 2.5 and 2.6). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount deemed prepaid and, in respect of each LIBOR Eurocurrency Rate Loan, shall be subject to indemnification by the Borrower Borrowers pursuant to the provisions of Section 2.11 3.4 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. Nothing contained The Incremental Term Loans (a) shall rank pari passu in this Section 2.15 right of payment with the Syndicated Global Loans, (b) shall constitute, or otherwise be deemed have a maturity date that is no earlier than the scheduled Termination Date (but may have amortization prior to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder.such date) and

Appears in 1 contract

Sources: 5 Year Credit Agreement

Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) so long as, after giving effect thereto, the aggregate amount of such increases and all such Incremental Term Loans does not exceed $50,000,00075,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit to participate in such Incremental Term Loans, or extend Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrower and the Administrative Agent Agent, (ii) no Augmenting Lender shall be the Borrower or any Subsidiary or Affiliate of the Borrower and (iiiii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G E hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H F hereto. No consent of any Lender (other than the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments or Incremental Term Loan pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, Lenders and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 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 an Authorized a Financial Officer of the Borrower and (B) the Borrower shall be in compliance (on a Pro Forma Basis) with the covenant covenants contained in Section 9.3 Sections 6.07, 6.08 and 6.09 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational 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 Credit CommitmentsCommitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) except in the case of any Incremental Term Loans, the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. Nothing contained The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the Incremental Term Loans as described in this Section 2.15 2.20; provided that any such Incremental Term Loan Amendment shall constitute, require that any waivers or otherwise be deemed to be, a commitment on amendments of Section 4.02 (including the part waiver of any Default that has the effect of waiving the conditions in Section 4.02) shall also require the written consent or approval of Lenders having Revolving Credit Exposures and unused Commitments in respect of Revolving Loans representing more than 50% of the sum of the total Revolving Credit Exposures and unused Commitments in respect of Revolving Loans. Notwithstanding the foregoing and for the avoidance of doubt, no Lender shall have any obligation to increase its Revolving Credit Commitment hereunderor provide Incremental Term Loans pursuant to this Section 2.20.

Appears in 1 contract

Sources: Credit Agreement (Tredegar Corp)

Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 10,000,000 so long as, after giving effect thereto, the aggregate amount of such increases and all such Incremental Term Loans does not exceed $50,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or to participate in such Incremental Term Loans, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, Lender shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrower and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G E hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H F hereto. No consent of any Lender (other than the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments or Incremental Term Loan pursuant to this Section 2.152.22. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.22 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 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 an Authorized a Financial Officer of the Borrower and (B) the Borrower shall be in compliance (on a pro forma basis) with the covenant covenants contained in Section 9.3 6.11 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational 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 Credit CommitmentsCommitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) except in the case of any Incremental Term Loans, the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans and the initial Term Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans and the initial Term Loans, as applicable; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans and the initial Term Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.22. Nothing contained in this Section 2.15 2.22 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder, or provide Incremental Term Loans, at any time.

Appears in 1 contract

Sources: Credit Agreement (Rogers Corp)

Expansion Option. (a) The Borrower may from time to time after the Restatement Effective Date elect to increase the Revolving Credit Commitments or any Extended Revolving Commitments (“Increased Commitments”) or enter into one or more tranches of term loans (each, an “Incremental Term Loan”), in minimum increments each case in an aggregate principal amount of not less than $25,000,000 (or such lesser amount as the Administrative Agent may agree) so long as, after giving effect thereto, the aggregate amount of all such increases Increased Commitments and all such Incremental Term Loans (other than Refinancing Term Loans) established following the Restatement Effective Date does not exceed $50,000,0001,000,000,000 (for the avoidance of doubt, excluding the Tranche A Term Loans made pursuant to the New Tranche A Term Commitments). The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment or Extended Revolving Commitment, or to participate in such Incremental Term Loan, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit CommitmentsCommitment or Extended Revolving Commitment, or provide new to participate in such Incremental Term Loan, or extend Revolving Credit Commitments or Extended Revolving Commitments, as the case may be; provided that (i) each Augmenting Lender (and, in the case of an Increased Commitment, each Increasing Lender, ) shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrower and the Administrative Agent and (ii) (x) and, in the case of an Increasing LenderIncreased Commitment, each Issuing Bank and Swingline Lender (such consents not to be unreasonably withheld). Without the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (Lenders other than the relevant Increasing Lenders participating or Augmenting Lenders, this Agreement and the other Loan Documents may be amended pursuant to an Additional Credit Extension Amendment as may be necessary or appropriate, in the increase) shall be required for any increase in Revolving Credit Commitments pursuant reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.152.19. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.19 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, Lenders and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Extended Revolving Credit Commitment of any Lender) Commitments or Incremental Term Loan shall become effective be permitted under this paragraph unless, unless (i) on the proposed date of the effectiveness of such increaseincrease in the Revolving Commitments or Extended Revolving Commitments or borrowing of such Incremental Term Loan, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 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 an Authorized a Financial Officer of the Borrower and (Bii) the Borrower (x) Parent shall be in compliance compliance, calculated on a Pro Forma Basis with the covenant contained in Section 9.3 6.09 as of the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b) prior to such time and (iiy) on a Pro Forma Basis, the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Consolidated Senior Leverage Ratio would be less than or equal to 2.0 to 1.0 as to the organizational power and authority of the Borrower last day of the most recent fiscal quarter of Parent for which financial statements have been delivered pursuant to borrow hereunder after giving effect to such increaseSection 5.01(a) or (b). On the effective date of any increase in the Revolving Credit CommitmentsCommitments or Extended Revolving Commitments or any Incremental Term Loans being made (assuming that any Increased Commitments were fully drawn), (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) except in the Borrower case of any Incremental Term Loans, if, on the date of such increase, there are any Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such Increased Commitments be deemed prepaid to have repaid the extent necessary from the proceeds of additional Revolving Loans made hereunder by the Increasing Lenders and reborrowed Augmenting Lenders, so that, after giving effect to such prepayments and any borrowings on such date of all or any portion of such Increased Commitments, the principal balance of all outstanding Revolving Credit Loans as owing to each Lender with a Revolving Commitment is equal to such Lender’s pro rata share (after giving effect to any nonratable Increased Commitment pursuant to this Section 2.19) of all then outstanding Revolving Loans. The Administrative Agent and the date of any increase Lenders hereby agree that the borrowing notice, minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the Revolving Credit Commitments (with such reborrowing transactions effected pursuant to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9)immediately preceding sentence. The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurodollar Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.15 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part The terms of any Lender Incremental Term Loans shall be as set forth in the amendment to increase its Revolving Credit Commitment this Agreement providing for such Incremental Term Loans; provided that (i) the final maturity date of any Incremental Term Loans shall be no earlier than the Term Loan A Maturity Date, (ii) the Weighted Average Life to Maturity of such Incremental Term Loans shall not be shorter than the then remaining Weighted Average Life to Maturity of the Tranche A Term Loans (or, if no Tranche A Term Loans are outstanding at such time, the Tranche B Term Loans), (iii) Incremental Term Loans shall not participate on a greater than pro rata basis with the Tranche A Term Loans or Tranche B Term Loans in any optional or mandatory prepayment hereunder, (iv) the provisions with respect to payment of interest, original issue discount and upfront fees shall be as set forth in the amendment providing for such Incremental Term Loans; provided that if (x) the Yield of any Incremental Term Loans (other than Refinancing Term Loans) exceeds the Yield of the Tranche B Term Loans and/or (y) the Yield of any Incremental Term Loans with a final maturity prior to the Term Loan B Maturity Date or a Weighted Average Life to Maturity that is shorter than the then remaining Weighted Average Life to Maturity of the Tranche B Term Loans exceeds the Yield of the Tranche A Term Loans by more than 50 basis points, then the Applicable Rate for the applicable Term Loans specified in the foregoing clauses (x) and/or (y) shall be increased to the extent required so that the Yield of such Class or Classes of Term Loans is equal to the Yield of such Incremental Term Loans minus 50 basis points and (v) all other terms applicable to such Incremental Term Loans (other than provisions specified in clauses (i) through (iv) above) shall be the same as the terms of the then outstanding Tranche A Term Loans and Tranche B Term Loans except to the extent such covenants and other terms apply solely to any period after the Term Loan B Maturity Date. (b) This Section 2.19 shall override any provisions in Section 9.02 to the contrary.

Appears in 1 contract

Sources: Restatement Agreement (Delphi Automotive PLC)

Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit Commitments in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 10,000,000 so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,00060,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”; it being understood that no Lender shall be obligated to agree to an increase in its Commitment), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, Commitments or provide new Revolving Credit extend Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer and the Administrative Agent and the Issuing Banks and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G D hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H E hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph Section 2.20 unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 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 an Authorized a Financial Officer of the Borrower and (B) the Borrower shall be in compliance (on a Pro Forma Basis reasonably acceptable to the Administrative Agent) with the covenant covenants contained in Section 9.3 6.11 and (ii) the Administrative Agent shall have received documents and opinions opinion letters consistent with those delivered on the effective date Restatement Effective Date as to the organizational limited liability company 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 Credit Commitments, (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurodollar Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder.

Appears in 1 contract

Sources: Credit Agreement (Ugi Corp /Pa/)

Expansion Option. (a) The Borrower Company may from time to time after the Restatement Effective Date elect to increase the U.S. Revolving Credit Commitments or any Extended Revolving Commitments (other than Extended Revolving Commitments that replaced the European Revolving Commitments) (the “Increased Commitments”) or add one or more tranches of term loans (each, an “Incremental Term Loan”), as applicable, in minimum increments each case in an aggregate principal amount of not less than $25,000,000 (or such lesser amount as the Administrative Agent may agree) so long as, after giving effect thereto, the aggregate amount of all such increases Increased Commitments and all such Incremental Term Loans (other than Refinancing Term Loans) does not exceed $50,000,000750,000,000. The Borrower Company may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its U.S. Revolving Credit CommitmentCommitment or Extended Revolving Commitments, or to participate in such Incremental Term Loan, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing U.S. Revolving Credit Commitments or Extended Revolving Commitments, or provide new Revolving Credit Commitments, as the case may beto participate in such Incremental Term Loan; provided that (i) each Augmenting Lender (and, in the case of an Increased Commitment, each Increasing Lender, ) shall be subject to the approval of the Borrower, each Letter of Credit Issuer Company and the Administrative Agent and (ii) (x) and, in the case of an Increasing LenderIncreased Commitment, each Issuing Bank and Swingline Lender (such consents not to be unreasonably withheld or delayed). Without the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (Lenders other than the relevant Increasing Lenders participating or Augmenting Lenders, this Agreement and the other Loan Documents may be amended pursuant to an Additional Credit Extension Amendment as may be necessary or appropriate, in the increase) shall be required for any increase in Revolving Credit Commitments pursuant reasonable opinion of the Administrative Agent and the Company, to effect the provisions of this Section 2.152.19. Increases of U.S. Revolving Commitments, and Extended Revolving Commitment and new Revolving Credit Commitments Incremental Term Loans created pursuant to this Section 2.15 2.19 shall become effective on the date agreed by the BorrowerCompany, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, Lenders and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the U.S. Revolving Credit Commitments (or in the Extended Revolving Credit Commitment of any Lender) Commitments or Incremental Term Loans shall become effective be permitted under this paragraph unless, clause unless (i) on the proposed date of the effectiveness of such increase, (A) increase in the U.S. Revolving Commitments or Extended Revolving Commitments or borrowing of such Incremental Term Loan the conditions set forth in paragraphs clauses (a) and (b) of Section 6.2 4.02 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 an Authorized a Financial Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 and Company, (ii) the Administrative Agent shall have received such opinions and other certificates and documents as it may reasonably request and opinions consistent (iii) the Company shall be in compliance, calculated on a Pro Forma Basis (assuming for this purpose that all Increased Commitments were fully drawn), with those delivered on the effective date covenants contained in Section 6.09 as to the organizational power and authority of the Borrower last day of the most recent fiscal quarter of the Company for which financial statements have been delivered pursuant to borrow hereunder after giving effect Section 5.01(a) or (b) prior to such increasetime. On the effective date of any increase in the U.S. Revolving Credit CommitmentsCommitments or Extended Revolving Commitments or any Incremental Term Loans being made (assuming that any Increased Commitments were fully drawn), (i) each relevant Increasing Lender and Augmenting 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 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 Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) except in the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as case of any Incremental Term Loans, if, on the date of such increase, there are any increase in the U.S. Revolving Credit Commitments (with such reborrowing to consist Loans of the Types applicable Class outstanding, such U.S. Revolving Loans shall on or prior to the effectiveness of such Increased Commitments be prepaid to the extent necessary from the proceeds of additional U.S. Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered Loans made hereunder by the BorrowerIncreasing Lenders and Augmenting Lenders, so that, after giving effect to such prepayments and any borrowings on such date of all or any portion of such Increased Commitments, the principal balance of all outstanding U.S. Revolving Loans of such Class owing to each Lender with a U.S. Revolving Commitment of such Class is equal to such Lender’s pro rata share (after giving effect to any nonratable Increased Commitment pursuant to this Section 2.19) of all then outstanding U.S. Revolving Loans of such Class. The Administrative Agent and the Lenders hereby agree that the borrowing notice, minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in accordance with this Agreement shall not apply to the requirements of Section 2.9)transactions effected pursuant to the immediately preceding sentence. The deemed payments made pursuant to clause (ii) of the immediately second preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurodollar Loan, shall be subject to indemnification by the Borrower Company pursuant to the provisions of Section 2.11 2.15 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part The terms of any Incremental Term Loans shall be as set forth in the amendment to this Agreement providing for such Incremental Term Loans; provided that (i) no Lender will be required to increase its participate in any such Incremental Facility, (ii) the final maturity date of any Incremental Term Loans shall be no earlier than the U.S. Term A Loan Maturity Date, U.S. Term A-1 Loan Maturity Date, U.S. Term A-2 Loan Maturity Date or European Term A Loan Maturity Date, (iii) the Weighted Average Life to Maturity of such Incremental Term Loans shall not be shorter than the then remaining Weighted Average Life to Maturity of the U.S. Term A Loans, U.S. Term A-1 Loans, U.S. Term A-2 Loans or European Term A Loans, (iv) Incremental Term Loans shall not participate on a greater than pro rata basis with the other Term Loans in any optional or mandatory prepayment hereunder, (v) the interest margins, fees and original issue discount for the Incremental Term Loans shall be determined by the Borrower and the lenders of the Incremental Term Loans; provided that if the effective yield (defined as the sum of (x) the LIBO Rate for such Incremental Term Loans (after giving effect to any minimum rate applicable thereto) plus (y) the Applicable Margin for such Incremental Term Loans plus (z) the quotient of (I) the amount of original issue discount and upfront fees on such Incremental Term Loans divided by (II) four) exceeds the effective yield of the European Term B Loans (determined in a consistent manner with the determination set forth above) by more than 50 basis points, then the Applicable Margins for the European Term B Loans shall be increased to the extent necessary so that the effective yield of the European Term B Loans is equal to the effective yield of such Incremental Term Loans minus ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, (▇▇) Incremental Term Loans and Increased Commitments shall be secured on a pari passu basis with the other Loans of the Company and (vii) any Increased Commitments shall be on terms and pursuant to documentation applicable to the U.S. Revolving Credit Commitment hereunderCommitments or Extended Revolving Commitments and any Incremental Term Loans shall be on terms and pursuant to documentation to be determined, provided that, to the extent such terms and documentation are not consistent with the U.S. Term A Facility, U.S. Term A-1 Facility, U.S. Term A-2 Facility and U.S. Revolving Facility (except to the extent permitted by clause (ii), (iii), (iv) or (v) above) they shall be reasonably satisfactory to the Administrative Agent. The Company shall seek commitments in respect of any Incremental Facility from existing Lenders or from additional banks, financial institutions and other institutional lenders reasonably acceptable to the Administrative Agent who will become Lenders in connection therewith. (b) This Section 2.19 shall override any provisions in Section 9.02 to the contrary.

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Sources: Restatement Agreement (Constellation Brands, Inc.)