Increase in the Commitments. Borrower may, on any Business Day prior to the Revolving Credit Termination Date, request to increase the aggregate amount of the Revolving Credit Commitments by delivering an Increase Request substantially in the form attached hereto as Exhibit H (or in such other form reasonably acceptable to Administrative Agent) to Administrative Agent (the “Revolver Increase”) identifying an additional Lender (an “Additional Lender”) or additional Revolving Credit Commitment for an existing Lender and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment); provided, however, that: (i) the aggregate amount of all such Revolver Increases shall not exceed $75,000,000 and any such Revolver Increase shall be in an amount not less than $5,000,000 (or such lesser amount then agreed to by Administrative Agent); (ii) no Default shall have occurred and be continuing at the time of the request or the effective date of the Revolver Increase; (iii) each of the representations and warranties set forth in Section 5 and in the other Loan Documents shall be and remain true and correct in all material respects on the effective date of such Revolver Increase (where not already qualified by materiality, otherwise in all respects), except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date; and (iv) in the event that all or any portion of a Revolver Increase shall be provided by an Additional Lender, Administrative Agent, in its sole discretion, shall have consented to such Additional Lender. As a condition precedent to such an increase or addition, Borrower shall deliver to Administrative Agent (x) a certificate of each Loan Party signed by an authorized officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of Borrower, confirming that the conditions set forth in Section 2.18(i) and (ii) above have been satisfied and (C) Borrower is in compliance (on a pro forma basis) with the covenants contained in Section 7.13 and (y) legal opinions and documents consistent with those delivered on the Closing Date, to the extent requested by Administrative Agent. The effective date of the Revolver Increase shall be agreed upon by ▇▇▇▇▇▇▇▇ and Administrative Agent. Upon the effectiveness thereof, Schedule 1 shall be deemed amended to reflect the Revolver Increase and the new Lender (or, if applicable, existing Lender) shall advance Revolving Loans in an amount sufficient such that after giving effect to its Revolving Loans each Lender shall have outstanding its Revolver Percentage of all Revolving Loans outstanding under the Commitments. It shall be a condition to such effectiveness that if any SOFR Loans are outstanding on the date of such effectiveness, such SOFR Loans shall be deemed to be prepaid on such date and Borrower shall pay any amounts owing to the Lenders pursuant to Section 3.3. ▇▇▇▇▇▇▇▇ agrees to pay the reasonable and documented expenses of Administrative Agent (including reasonable and documented attorneys’ fees) relating to any Revolver Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment.
Appears in 2 contracts
Sources: Credit Agreement (AlTi Global, Inc.), Credit Agreement (AlTi Global, Inc.)
Increase in the Commitments. (a) So long as no Default has occurred and is continuing or would arise therefrom, the Borrower mayshall have the right at any time, on any Business Day prior and from time to the Revolving Credit Termination Datetime, to request to an increase of the aggregate amount of Commitments from $400,000,000 to an aggregate amount not to exceed $500,000,000. Any such requested increase shall be first made to all existing Lenders on a pro rata basis. To the Revolving Credit extent that the existing Lenders decline to increase their Commitments, or decline to increase their Commitments to the amount requested by delivering an Increase Request substantially in the form attached hereto as Exhibit H (or in such other form reasonably acceptable to Administrative Agent) to Borrower, the Administrative Agent (or an Affiliate of the Administrative Agent as directed by the Administrative Agent), in consultation with the Borrower, will use its reasonable efforts to arrange for other Persons to become a Lender hereunder and to issue commitments in an amount equal to increase in the aggregate Commitments requested by the Borrower and not accepted by the existing Lenders (each such increase by either means, a “Revolver Commitment Increase”) identifying an additional ,” and each Person issuing, or Lender (increasing, its Commitment, an “Additional Commitment Lender”) or additional Revolving Credit Commitment for an existing Lender and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment); , provided, however, thatthat (i) no Lender shall be obligated to provide a Commitment Increase as a result of any such request by the Borrower, (ii) any Additional Commitment Lender which is not an existing Lender shall be subject to the consent of the Administrative Agent, the Issuing Banks and the Borrower (which consent shall not be unreasonably withheld), but without the consent of any other Lender and (iii) each Commitment Increase shall be (unless the Administrative Agent otherwise agrees in writing) in integral multiples of $1,000,000, and not less than (x) with respect to any Additional Commitment Lender that is not an existing Lender, $10,000,000 or (y) with respect to any Additional Commitment Lender that is an existing Lender, an amount equal to the positive difference (if any) of $10,000,000 less such Lender’s existing Commitment.
(b) No Commitment Increase shall become effective unless and until each of the following conditions have been satisfied:
(i) If an Additional Commitment Lender is not an existing Lender, the aggregate amount of all such Revolver Increases Additional Commitment Lender shall not exceed $75,000,000 have executed and any such Revolver Increase shall be in an amount not less than $5,000,000 (or such lesser amount then agreed delivered to Administrative Agent a joinder to this Agreement and the other Loan Documents specified by Administrative Agent all in such form and substance reasonably acceptable to the Administrative Agent);
(ii) no Default Borrower shall have occurred paid such fees and be continuing at other compensation to the time Additional Commitment Lenders as the Borrower and such Additional Commitment Lenders shall agree (it being understood that such fees and other compensation are in addition to the fees and other compensation referred to in Section 2.12 of the request or the effective date of the Revolver Increasethis Agreement);
(iii) each Borrower shall have paid such arrangement fees to the Administrative Agent (or an Affiliate of Administrative Agent as directed by Administrative Agent) as the Borrower and the Administrative Agent shall agree (it being understood that such fees are in addition to the fees and other compensation referred to in Section 2.12 of this Agreement);
(iv) Each Loan Party shall deliver to the Administrative Agent and the Lenders certificates of the representations and warranties set forth in Section 5 and in the other Loan Documents shall be and remain true Secretary or Assistant Secretary of such Person attaching a true, complete and correct in all material respects on copy of the effective date resolutions of such Revolver Person authorizing the Commitment Increase and certifying that such resolution is in full force and effect, it being understood and agreed that such resolutions may be adopted at any time and provide for Commitment Increases from time to time requested;
(where not already qualified by materialityv) To the extent requested pursuant to Section 2.10 hereof, otherwise Borrower shall execute a Note to each such Additional Commitment Lender, to be in all respects), except conformity with requirements of Section 2.10 hereof (with appropriate modification) to the extent necessary to reflect the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as new Commitment of such earlier dateAdditional Commitment Lender; and
(ivvi) Borrower, its Subsidiaries, and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested, including, without limitation, in the event that case of an Additional Commitment Lender which is a Foreign Lender, such documents as are required by Section 2.17 hereof to evidence an exemption from withholding tax with respect to payments made to such Additional Commitment Lender.
(c) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Commitment Increase (with each date of such effectiveness being referred to herein as a “Commitment Increase Date”), and at such time (i) the aggregate Commitments under, and for all or any portion of a Revolver Increase purposes of, this Agreement shall be provided increased by an the aggregate amount of such Commitment Increases, (ii) Schedule 2.01 shall be deemed modified, without further action, to reflect the revised Commitments and Applicable Percentages of the Lenders, and (iii) this Agreement shall be deemed amended, without further action, to the extent necessary to reflect such increased aggregate Commitments (including, without limitation, Section 2.01). In connection with Commitment Increases hereunder, the Lenders and the Borrower agree that, notwithstanding anything to the contrary in this Agreement, (i) the Borrower shall, in coordination with the Administrative Agent, (x) repay outstanding Loans of certain Lenders, and obtain Loans from certain other Lenders (including the Additional LenderCommitment Lenders), or (y) take such other actions as reasonably may be required by the Administrative Agent, in its sole discretion, shall have consented each case to such Additional Lender. As a condition precedent the extent necessary so that all of the Lenders effectively participate in each of the outstanding Loans pro rata on the basis of their Applicable Percentages (determined after giving effect to such an any increase or addition, Borrower shall deliver to Administrative Agent (x) a certificate of each Loan Party signed by an authorized officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of Borroweraggregate Commitments pursuant to this Section 2.04), confirming that the conditions set forth in Section 2.18(i) and (ii) above have been satisfied and (C) Borrower is in compliance (on a pro forma basis) with the covenants contained in Section 7.13 and (y) legal opinions and documents consistent with those delivered on the Closing Date, to the extent requested by Administrative Agent. The effective date of the Revolver Increase shall be agreed upon by ▇▇▇▇▇▇▇▇ and Administrative Agent. Upon the effectiveness thereof, Schedule 1 shall be deemed amended to reflect the Revolver Increase and the new Lender (or, if applicable, existing Lender) shall advance Revolving Loans in an amount sufficient such that after giving effect to its Revolving Loans each Lender shall have outstanding its Revolver Percentage of all Revolving Loans outstanding under the Commitments. It shall be a condition to such effectiveness that if any SOFR Loans are outstanding on the date of such effectiveness, such SOFR Loans shall be deemed to be prepaid on such date and Borrower shall pay any amounts owing to the Lenders any costs of the type referred to in Section 2.16 in connection with any repayment and/or Loans required pursuant to preceding clause (i). Without limiting the obligations of the Borrower provided for in this Section 3.3. ▇▇▇▇▇▇▇▇ agrees to pay 2.04, the reasonable and documented expenses of Administrative Agent (including and the Lenders agree that they will use their commercially reasonable and documented attorneys’ fees) relating efforts to any Revolver Increase. Notwithstanding anything herein attempt to minimize the contrary, no Lender shall have any obligation costs of the type referred to in Section 2.16 which the Borrower would otherwise incur in connection with the implementation of an increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitmentin the aggregate Commitments.
Appears in 2 contracts
Sources: Credit Agreement (WMS Industries Inc /De/), Credit Agreement (WMS Industries Inc /De/)
Increase in the Commitments. Borrower (a) Notwithstanding any other provision of this Agreement (including Section 15.1), the Company may, on any Business Day prior from time to time, by means of a letter delivered to the Revolving Credit Termination Date, request to increase the aggregate amount of the Revolving Credit Commitments by delivering an Increase Request Administrative Agent substantially in the form attached hereto as of Exhibit H G, request that the Commitments be increased (which increase may take the form of an increase in the Revolving Commitments, or new revolving tranches (each such increase in such other form reasonably acceptable to Administrative Agent) to Administrative Agent (the Revolving Commitments or additional revolving tranche, a “Revolver Tranche Increase”) identifying an additional Lender (an “Additional Lender”) or additional Revolving Credit Commitment for term loan tranches (each, an existing Lender and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment“Incremental Term Loan”)); provided, however, that:
provided that (i) the aggregate amount of all such Revolver Increases increases during the term of this Agreement shall not exceed the sum of (x) $75,000,000 and 500,000,000 plus (y) the amount of Loans voluntarily prepaid (with respect to the prepayment of any Revolving Loans, solely to the extent any such Revolver prepayment thereof is accompanied by a permanent reductions of the Revolving Commitments) (clauses (x), and (y), collectively, the “Fixed Incremental Amount”), plus (z) an unlimited amount so long as, in the case of this clause (z), the Secured Leverage Ratio, based on the most recently available quarterly or annual, as applicable, financial statements of the Parent and determined on a pro forma basis, after giving effect to such Incremental Term Loan and/or Tranche Increase as of such date (and treating each such Incremental Term Loan and/or Tranche Increase as fully drawn with the proceeds thereof not being netted in calculating the Secured Leverage Ratio except to the extent the proceeds thereof are used to permanently prepay Funded Secured Debt), would not exceed 2.75:1.00, (ii) any such increase in the Commitments shall be in an the amount not less than of the Dollar Equivalent Amount of $5,000,000 25,000,000 or a higher integral multiple of $500,000 (or such lesser other amount then as the Administrative Agent may agree in any particular instance), (iii) the Company may make a maximum of 10 such requests and (iv) any such Tranche Increase or Incremental Term Loan may be denominated in Dollars or in any Alternative Currency. The amount of any Tranche Increase or Incremental Term Loans shall be deemed to have been incurred first under clause (z) above to the extent permitted and then, if clause (z) is unavailable, shall be deemed incurred under the Fixed Incremental Amount.
(b) Any Tranche Increase or Incremental Term Loan may be effected by (i) increasing the Commitment of one or more Lenders which have agreed to such increase (each an “Increasing Lender”) and/or (ii) adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”; provided that each Additional Lender shall be subject to the approval of the Company and, unless the Additional Lender is an Affiliate or branch of a Lender or an Approved Fund, the Administrative Agent and, if such Additional Lender will have a Commitment to make revolving loans, the Issuing Lenders and the Swing Line Lender (such consent not to be unreasonably withheld or delayed)) with a Commitment in an amount agreed to by any such Additional Lender. For the avoidance of doubt, it is understood and agreed, that no Commitment of any Lender shall be increased pursuant to this Section 6.2.2 without the consent of such Lender.
(c) Any Tranche Increase or Incremental Term Loan shall be effective three Business Days (or such other period agreed to by the Administrative Agent);, the Company and, as applicable, each Increasing Lender and each Additional Lender) after the date on which the Administrative Agent has received and acknowledged receipt of the applicable increase letters in the form of Annex 1 (in the case of an Increasing Lender) or Annex 2 (in the case an Additional Lender) to Exhibit G.
(iid) no Default As a condition precedent to any Tranche Increase or Incremental Term Loan:
(i) the Company shall have occurred and delivered to the Administrative Agent (A) a certificate of each Loan Party that will be continuing at the time a borrower under, or a guarantor of the request obligations arising under, such Tranche Increase or the effective date Incremental Term Loan, signed by an authorized officer of the Revolver Increase;such Loan Party, (x) certifying and attaching resolutions of such Loan Party approving or consenting to such Tranche Increase or Incremental Term Loan, and (y) certifying that, before and after giving effect to such increase or addition,
(iii1) each of the representations and warranties set forth of the Borrowers contained in Section 5 9 and of the Loan Parties in the other Loan Documents shall be and remain are true and correct in all material respects on and as of the effective date of such Revolver Increase (where not already qualified by materiality, otherwise in all respects)increase, except (I) to the extent the same expressly relate that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date, and (II) that for purposes of this clause (d)(i), the representations and warranties contained in subsections (a) and (b) of Section 9.4 shall be deemed to refer to the most recent statements furnished pursuant to Section 10.1.1 and 10.1.2 (to the extent that such financial statements are later than the financial statements delivered pursuant to Section 9.4);
(2) no Event of Default or Unmatured Event of Default exists; and
(iv3) in the event that all or any portion of a Revolver Increase shall be provided by an Additional Lender, Administrative Agent, in its sole discretion, shall have consented to such Additional Lender. As a condition precedent to such an increase or addition, Borrower shall deliver to Administrative Agent (x) a certificate of each Loan Party signed by an authorized officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of Borrower, confirming that the conditions set forth in Section 2.18(i) and (ii) above have been satisfied and (C) Borrower Parent is in compliance (on a pro forma basis) with the covenants contained in Section 7.13 and 10.6; and
(yii) legal opinions and documents opinion letters consistent with those delivered on the Closing Datedate of this Agreement, to the extent reasonably requested by the Administrative Agent. The effective ; provided that, with respect to any Tranche Increase that constitutes a new tranche (and not an increase to an existing tranche) or Incremental Term Loan, in either case, incurred primarily to finance a Limited Condition Acquisition, so long as such Limited Condition Acquisition is consummated within 270 days of the date of execution of the definitive documentation for such Acquisition:
(A) the reference to “representations and warranties” in clause (i)(1) above shall refer only to the representations and warranties that constitute Specified Representations and the Limited Condition Acquisition Agreement Representations or, in each case, other customary “SunGard” or “certain funds” representations as are agreed to by the applicable Increasing Lenders or Additional Lenders;
(B) the condition set forth in clauses (i)(2) above shall be deemed satisfied so long as no payment or bankruptcy Event of Default or Unmatured Event of Default exists as of the date of the Revolver execution of the definitive agreement for such Limited Condition Acquisition;
(C) the condition set forth in clause (i)(3) above will be tested as of the date of the execution of the definitive agreement for such Limited Condition Acquisition; and
(D) any opinion letter to the extent required to be delivered pursuant to clause (ii) above will be delivered on the date of the execution of the definitive agreement for such Limited Condition Acquisition.
(e) In the case of an Incremental Term Loan only, this Agreement shall have been amended, in form and substance reasonably satisfactory to the Company, the Administrative Agent and each Lender providing such term loan tranche, to include such terms as are customary for a term loan facility and such economic terms, including pricing, fees, original issue discount and premiums, as the Company and each Lender providing such term loans shall agree (without the consent of any other Lender). In the case of a Tranche Increase constituting a new revolving tranche only, this Agreement shall be have been amended, in form and substance reasonably satisfactory to the Company, the Administrative Agent and each Lender providing such new revolving tranche, to include such terms as are customary for a revolving facility and to include such economic terms as agreed upon to by ▇▇▇▇▇▇▇▇ the Company and each Lender providing such Tranche Increase constituting a new revolving tranche.
(f) The Administrative Agent. Upon Agent shall promptly notify the effectiveness thereof, Schedule 1 shall be deemed amended to reflect the Revolver Increase Company and the new Lenders of any increase in the Commitments pursuant to this Section 6.2.2 and of the Commitment and Percentage of each Lender (or, if applicable, existing Lender) shall advance Revolving Loans in an amount sufficient such that after giving effect thereto. The parties hereto agree that, notwithstanding any other provision of this Agreement (including Section 15.1), the Administrative Agent, the Company, each Additional Lender and each Increasing Lender, as applicable, may make arrangements to its stage the timing of any such increase to the then existing Revolving Commitment, or to cause an Additional Lender or an Increasing Lender to temporarily hold risk participations in the outstanding Revolving Loans each Lender shall have outstanding of the other Lenders (rather than fund its Revolver Percentage of all outstanding Revolving Loans outstanding under concurrently with the Commitmentsapplicable increase), in each case with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Revolving Commitment Amount. It The Company acknowledges that if, as a result of a non-pro-rata increase in the Revolving Commitment Amount, any Revolving Loans are prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be a condition subject to such effectiveness that the provisions of Section 8.4.
(g) Except as provided in clause (d) above, no increase in the Commitments may be effected if any SOFR Loans are outstanding an Event of Default or an Unmatured Event of Default exists on the date of such effectivenessproposed increase. Except as set forth in clause (b) above, such SOFR Loans no consent of any Lender not participating in any Tranche Increase or Incremental Term Loan shall be deemed to be prepaid on required for any such date and Borrower shall pay any amounts owing to the Lenders Tranche Increase or Incremental Term Loan pursuant to this Section 3.3. ▇▇▇▇▇▇▇▇ agrees 6.2 (and amendments to pay the reasonable and documented expenses of Administrative Agent (including reasonable and documented attorneys’ fees) relating to any Revolver Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall effect such increases may be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitmentmade in accordance with Section 15.1).
Appears in 2 contracts
Sources: Credit Agreement (Middleby Corp), Credit Agreement (Middleby Corp)
Increase in the Commitments. Borrower may, on any Business Day prior to the Revolving Credit Termination Date, request to increase the aggregate amount of the Revolving Credit Commitments by delivering an Increase Request substantially in the form attached hereto as Exhibit H (or in such other form reasonably acceptable to Administrative Agenta) to Administrative Agent (the “Revolver Increase”) identifying an additional Lender (an “Additional Lender”) or additional Revolving Credit Commitment for an existing Lender and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment); provided, however, that:
(i) the aggregate amount of all such Revolver Increases shall not exceed $75,000,000 and any such Revolver Increase shall be in an amount not less than $5,000,000 (or such lesser amount then agreed to by Administrative Agent);
(ii) If no Default shall have occurred and be continuing continuing, the Borrower may at any time during the time Availability Period request one or more increases of the request or Commitments by notice to the effective date Administrative Agent in writing of the Revolver Increase;
amount of such proposed increase (such notice, a “Commitment Increase Notice”); provided, however, that (i) the Commitment of any Lender may not be increased without such Lender's consent, (ii) the minimum amount of any such increase shall be $10,000,000 and (iii) each the aggregate amount of the representations and warranties set forth in Section 5 and in the other Loan Documents Lenders' Commitments, after giving effect to any such increase, shall be and remain true and correct in all material respects on the effective date of such Revolver Increase (where not already qualified by materiality, otherwise in all respects), except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date; andexceed $400,000,000.
(ivb) in Following any Commitment Increase Notice, the event that all or any portion of a Revolver Increase shall be provided by an Additional Lender, Administrative AgentBorrower may, in its sole discretion, shall have consented to such Additional Lender. As a condition precedent to such an increase or addition, Borrower shall deliver to but with the consent of the Administrative Agent as to any Person that is not at such time a Lender (xwhich consent shall not be unreasonably withheld, delayed or conditioned), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of the increased Commitments pursuant to paragraph (c) a certificate or (d) below, as applicable, by notifying the Administrative Agent. Promptly and in any event within five (5) Business Days after receipt of each Loan Party signed by an authorized officer notice from the Borrower of its desire to offer such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting unsubscribed commitments to such increase, and (B) in the case of Borrower, confirming that the conditions set forth in Section 2.18(i) and (ii) above have been satisfied and (C) Borrower is in compliance (on a pro forma basis) with the covenants contained in Section 7.13 and (y) legal opinions and documents consistent with those delivered on the Closing Datecertain existing Lenders, to the extent requested additional banks or financial institutions identified therein or to such existing Lenders, additional banks or financial institutions as may be identified by the Administrative Agent and approved by the Borrower, the Administrative Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments.
(c) Any additional bank or financial institution that the Borrower selects to offer participation in the increased Commitments shall notify the Administrative Agent of its agreement to participate in the increased Commitments within five (5) Business Days of the date the Administrative Agent. The effective date 's notice described in (b) above is sent and shall execute and deliver to the Administrative Agent a New Lender Agreement setting forth its Commitment, and upon the effectiveness of such New Lender Agreement such bank or financial institution (a “New Lender”) shall become a Lender for all purposes and to the Revolver Increase same extent as if originally a party hereto and shall be agreed upon bound by ▇▇▇▇▇▇▇▇ and Administrative Agent. Upon entitled to the effectiveness thereofbenefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender and Schedule 1 2.01 and the definition of Commitment in Section 1.01 hereof shall be deemed amended to increase the aggregate Commitments of the Lenders by the Commitment of such New Lender, provided that the Commitment of any New Lender shall be an amount not less than $10,000,000. Each New Lender Agreement shall be irrevocable and shall be effective upon notice thereof by the HOU:3135549.8 Administrative Agent at the same time as that of all other New Lenders or increasing Lenders.
(d) Any Lender that accepts an offer to it by the Borrower to increase its Commitment pursuant to this Section 2.19 shall, in each case, execute a Commitment Increase Agreement with the Borrower and the Administrative Agent, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule 2.01 and the definition of Commitment in Section 1.01 hereof shall be deemed to be amended to reflect such increase. Any Commitment Increase Agreement shall be irrevocable and shall be effective upon notice thereof by the Administrative Agent at the same time as that of all other New Lenders and increasing Lenders.
(e) The effectiveness of any New Lender Agreement or Commitment Increase Agreement shall be contingent upon receipt by the Administrative Agent of corporate resolutions of the Borrower authorizing such increase. Once a New Lender Agreement or Commitment Increase Agreement becomes effective, the Administrative Agent shall reflect the Revolver Increase increases in the Commitments effected by such agreements by appropriate entries in the Register.
(f) If any bank or financial institution becomes a New Lender pursuant to Section 2.19(c) or any Lender's Commitment is increased pursuant to Section 2.19(d), additional Loans made on or after the effectiveness thereof (the “Re-Allocation Date”) shall be made pro rata based on their respective Commitments in effect on or after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Lender making an aggregate principal amount of Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, such New Lender and/or Lenders with such increased Commitments to the new Lender (extent of, and pro rata based on, their respective Commitments), and continuations of Loans outstanding on such Re-Allocation Date shall be effected by repayment of such Loans on the last day of the Interest Period applicable thereto or, if applicablein the case of ABR Loan, existing Lender) shall advance Revolving Loans in an amount sufficient such that after giving effect to its Revolving Loans each Lender shall have outstanding its Revolver Percentage of all Revolving Loans outstanding under the Commitments. It shall be a condition to such effectiveness that if any SOFR Loans are outstanding on the date of such effectivenessincrease, and the making of new Loans of the same Type pro rata based on the respective Commitments in effect on and after such Re-Allocation Date.
(g) If on any Re-Allocation Date there is an unpaid principal amount of Eurodollar Loans, such SOFR Eurodollar Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Eurodollar Loans will be paid thereon to the respective Lenders holding such Eurodollar Loans pro rata based on the respective principal amounts thereof outstanding.
(h) Upon the effectiveness of any Commitment Increase Agreement, Schedule 2.01 and other pertinent sections hereof shall be automatically and proportionately modified to reflect the increased Commitment, the exact figures to be agreed between the Borrower and the Administrative Agent, and all references to the Commitments shall be deemed to be prepaid on such date and Borrower shall pay any amounts owing to the Lenders pursuant to Section 3.3. ▇▇▇▇▇▇▇▇ agrees to pay the reasonable and documented expenses of Administrative Agent (including reasonable and documented attorneys’ fees) relating to any Revolver Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitmentamended mutatis mutandis.
Appears in 1 contract
Sources: Revolving Credit Agreement (Rackspace Hosting, Inc.)
Increase in the Commitments. The Borrower may, on any Business Day prior by written notice to the Revolving Credit Termination DateAdministrative Agent executed by the Borrower and one or more financial institutions (any such financial institution referred to in this Section being called an “Increasing Lender”), request which may include any Lender, cause the Commitments to increase be extended by the aggregate amount Increasing Lenders (or cause the Commitments of the Revolving Credit Commitments by delivering Increasing Lenders to be increased, as the case may be) in an Increase Request substantially in the form attached hereto as Exhibit H (or amount for each Increasing Lender set forth in such other form reasonably acceptable to Administrative Agent) to Administrative Agent (the “Revolver Increase”) identifying an additional Lender (an “Additional Lender”) or additional Revolving Credit Commitment for an existing Lender and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment)notice; provided, however, that:
that (i) each extension of new Commitments or increase in existing Commitments pursuant to this paragraph shall result in the aggregate amount of all such Revolver Increases shall not exceed $75,000,000 and any such Revolver Increase shall be in an amount not Commitments being increased by no less than $5,000,000 (or such lesser amount then agreed to by Administrative Agent);
5,000,000, (ii) no Default shall have occurred and be continuing at extension of new Commitments or increase in existing Commitments pursuant to this paragraph may result in the time of the request or the effective date of the Revolver Increase;
aggregate Commitments exceeding $75,000,000, (iii) each Increasing Lender, if not already a Lender hereunder, shall be subject to the approval of the representations Administrative Agent (which approval shall not be unreasonably withheld) and warranties set forth (iv) each Increasing Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in Section 5 a form reasonably satisfactory to the Administrative Agent and the Borrower (an “Accession Agreement”). New Commitments and increases in Commitments shall become effective on the date specified in the other Loan Documents applicable notices delivered pursuant to this paragraph. Upon the effectiveness of any Accession Agreement to which any Increasing Lender is a party, (i) such Increasing Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and remain true privileges accorded a Lender hereunder and correct subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of such Increasing Lender as provided in all material respects such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereto, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, the Administrative Agent shall have received a certificate, dated as of the effective date of such Revolver Increase (where not already qualified increase and executed by materialitya Financial Officer of the Borrower, otherwise in all respects), except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date; and
(iv) in the event that all or any portion of a Revolver Increase shall be provided by an Additional Lender, Administrative Agent, in its sole discretion, shall have consented to such Additional Lender. As a condition precedent to such an increase or addition, Borrower shall deliver to Administrative Agent (x) a certificate of each Loan Party signed by an authorized officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of Borrower, confirming effect that the conditions set forth in Section 2.18(iparagraphs (i) and (ii) above have been of Section 4.02 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase and (C) Borrower is in compliance (on a pro forma basis) with the covenants contained in Section 7.13 and (y) legal opinions and documents consistent with those delivered on the Closing Date, to the extent requested by Administrative Agent. The effective date attaching resolutions of the Revolver Increase shall be agreed upon by ▇▇▇▇▇▇▇▇ and Administrative AgentBorrower approving such increase). Upon the effectiveness thereofFollowing any extension of a new Commitment or increase of a Lender’s Commitment pursuant to this paragraph, Schedule 1 shall be deemed amended to reflect the Revolver Increase and the new Lender (or, if applicable, existing Lender) shall advance Revolving Loans in an amount sufficient such that after giving effect to its Revolving Loans each Lender shall have outstanding its Revolver Percentage of all any Revolving Loans outstanding under prior to the Commitments. It shall be a condition to such effectiveness that if any SOFR Loans are outstanding on the date of such effectiveness, such SOFR Loans increase or extension shall be deemed continue to be prepaid on such date outstanding until the end of the respective Interests Periods applicable thereto, and shall then be repaid and, if the Borrower shall pay any amounts owing to the Lenders so elect, refinanced with new Revolving Loans made pursuant to Section 3.3. ▇▇▇▇▇▇▇▇ agrees to pay 2.01 ratably in accordance with the reasonable and documented expenses of Administrative Agent (including reasonable and documented attorneys’ fees) relating to any Revolver Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit CommitmentCommitments in effect following such extension or increase.
Appears in 1 contract
Increase in the Commitments. The Borrower may, may on any Business Day no more than two occasions during the period beginning on the date hereof to and including the date that is six months prior to the Revolving Credit Termination Maturity Date, request by written notice to increase the aggregate amount Administrative Agent executed by the Borrower and one or more financial institutions (any such financial institution referred to in this Section being called an “Increasing Lender”), which may include any Lender, cause the Commitments to be extended by the Increasing Lenders (or cause the Commitments of the Revolving Credit Commitments by delivering Increasing Lenders to be increased, as the case may be) in an Increase Request substantially in the form attached hereto as Exhibit H (or amount for each Increasing Lender set forth in such other form reasonably acceptable to Administrative Agent) to Administrative Agent (the “Revolver Increase”) identifying an additional Lender (an “Additional Lender”) or additional Revolving Credit Commitment for an existing Lender and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment)notice; provided, however, that:
that (i) each extension of new Commitments or increase in existing Commitments pursuant to this paragraph shall result in the aggregate amount of all such Revolver Increases shall not exceed $75,000,000 and any such Revolver Increase shall be in an amount not Commitments being increased by no less than $5,000,000 (or such lesser amount then agreed to by Administrative Agent);
10,000,000, (ii) no Default shall have occurred and be continuing at extension of new Commitments or increase in existing Commitments pursuant to this paragraph may result in the time of the request or the effective date of the Revolver Increase;
aggregate Commitments exceeding $500,000,000, (iii) each Increasing Lender, if not already a Lender hereunder, shall be subject to the approval of the representations Administrative Agent (which approval shall not be unreasonably withheld) and warranties set forth in Section 5 and in the other Loan Documents shall be and remain true and correct in all material respects on the effective date of such Revolver Increase (where not already qualified by materiality, otherwise in all respects), except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date; and
(iv) each Increasing Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent and the Borrower (an “Accession Agreement”). New Commitments and increases in Commitments shall become effective on the date specified in the event that applicable notices delivered pursuant to this paragraph. Upon the effectiveness of any Accession Agreement to which any Increasing Lender is a party, (i) such Increasing Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all or any portion rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Revolver Increase shall be provided by an Additional Lender, Administrative Agent, in its sole discretion, shall have consented to such Additional Lender. As a condition precedent to such an increase or addition, Borrower shall deliver to Administrative Agent (x) a certificate of each Loan Party signed by an authorized officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of Borrower, confirming that the conditions set forth in Section 2.18(i) Lender hereunder and (ii) above Schedule 2.01 shall be deemed to have been satisfied and (C) Borrower is amended to reflect the Commitment of such Increasing Lender as provided in compliance (on a pro forma basis) with the covenants contained in Section 7.13 and (y) legal opinions and documents consistent with those delivered on the Closing Date, to the extent requested by Administrative Agent. The effective date of the Revolver Increase shall be agreed upon by ▇▇▇▇▇▇▇▇ and Administrative Agentsuch Accession Agreement. Upon the effectiveness thereofof any increase pursuant to this Section in the Commitment of a Lender already a party hereto, Schedule 1 2.01 shall be deemed to have been amended to reflect the Revolver Increase and increased Commitment of such Lender. Notwithstanding the new Lender foregoing, no increase in the aggregate Commitments (or, if applicable, existing or in the Commitment of any Lender) shall advance Revolving Loans in an amount sufficient such that after giving effect to its Revolving Loans each Lender shall have outstanding its Revolver Percentage of all Revolving Loans outstanding become effective under the Commitments. It shall be a condition to such effectiveness that if any SOFR Loans are outstanding this Section unless, on the date of such effectivenessincrease, such SOFR Loans shall be deemed to be prepaid on such date and Borrower shall pay any amounts owing to the Lenders pursuant to Section 3.3. ▇▇▇▇▇▇▇▇ agrees to pay the reasonable and documented expenses of Administrative Agent (including reasonable and documented attorneys’ fees) relating to any Revolver Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment.shall
Appears in 1 contract
Sources: Revolving Credit Agreement
Increase in the Commitments. The Borrower may, may on any Business Day no more than two occasions during the period beginning on the Effective Date to and including the date that is six months prior to the Revolving Credit Termination Maturity Date, request by written notice to increase the aggregate amount Administrative Agent executed by the Borrower and one or more financial institutions (any such financial institution referred to in this Section being called an “Increasing Lender”), which may include any Lender, cause the Commitments to be extended by the Increasing Lenders (or cause the Commitments of the Revolving Credit Commitments by delivering Increasing Lenders to be increased, as the case may be) in an Increase Request substantially in the form attached hereto as Exhibit H (or amount for each Increasing Lender set forth in such other form reasonably acceptable to Administrative Agent) to Administrative Agent (the “Revolver Increase”) identifying an additional Lender (an “Additional Lender”) or additional Revolving Credit Commitment for an existing Lender and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment)notice; provided, however, that:
that (i) each extension of new Commitments or increase in existing Commitments pursuant to this paragraph shall result in the aggregate amount of all such Revolver Increases shall not exceed $75,000,000 and any such Revolver Increase shall be in an amount not Commitments being increased by no less than $5,000,000 (or such lesser amount then agreed to by Administrative Agent);
10,000,000, (ii) no Default shall have occurred and be continuing at extension of new Commitments or increase in existing Commitments pursuant to this paragraph may result in the time of the request or the effective date of the Revolver Increase;
aggregate Commitments exceeding $600,000,000, (iii) each Increasing Lender, if not already a Lender hereunder, shall be subject to the approval of the representations Administrative Agent (which approval shall not be unreasonably withheld) and warranties set forth (iv) each Increasing Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in Section 5 a form reasonably satisfactory to the Administrative Agent and the Borrower (an “Accession Agreement”). New Commitments and increases in Commitments shall become effective on the date specified in the other Loan Documents applicable notices delivered pursuant to this paragraph. Upon the effectiveness of any Accession Agreement to which any Increasing Lender is a party, (i) such Increasing Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and remain true privileges accorded a Lender hereunder and correct subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of such Increasing Lender as provided in all material respects such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereto, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, the Administrative Agent shall have received a certificate, dated as of the effective date of such Revolver Increase (where not already qualified increase and executed by materialitya Financial Officer of the Borrower, otherwise in all respects), except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date; and
(iv) in the event that all or any portion of a Revolver Increase shall be provided by an Additional Lender, Administrative Agent, in its sole discretion, shall have consented to such Additional Lender. As a condition precedent to such an increase or addition, Borrower shall deliver to Administrative Agent (x) a certificate of each Loan Party signed by an authorized officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of Borrower, confirming effect that the conditions set forth in Section 2.18(iparagraphs (i) and (ii) above have been of Section 4.02 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase and (C) Borrower is in compliance (on a pro forma basis) with the covenants contained in Section 7.13 and (y) legal opinions and documents consistent with those delivered on the Closing Date, to the extent requested by Administrative Agent. The effective date attaching resolutions of the Revolver Increase shall be agreed upon by ▇▇▇▇▇▇▇▇ and Administrative AgentBorrower approving such increase). Upon the effectiveness thereofFollowing any extension of a new Commitment or increase of a Lender’s Commitment pursuant to this paragraph, Schedule 1 shall be deemed amended to reflect the Revolver Increase and the new Lender (or, if applicable, existing Lender) shall advance Revolving Loans in an amount sufficient such that after giving effect to its Revolving Loans each Lender shall have outstanding its Revolver Percentage of all any Revolving Loans outstanding under prior to the Commitments. It shall be a condition to such effectiveness that if any SOFR Loans are outstanding on the date of such effectiveness, such SOFR Loans increase or extension shall be deemed continue to be prepaid on such date outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid and, if the Borrower shall pay any amounts owing to the Lenders so elect, refinanced with new Revolving Loans made pursuant to Section 3.3. ▇▇▇▇▇▇▇▇ agrees to pay 2.01 ratably in accordance with the reasonable and documented expenses of Administrative Agent (including reasonable and documented attorneys’ fees) relating to any Revolver Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit CommitmentCommitments in effect following such extension or increase.
Appears in 1 contract
Sources: Revolving Credit Agreement (Service Corporation International)
Increase in the Commitments. Borrower (a) Notwithstanding any other provision of this Agreement (including Section 15.1), the Company may, on any Business Day prior from time to time, by means of a letter delivered to the Revolving Credit Termination Date, request to increase the aggregate amount of the Revolving Credit Commitments by delivering an Increase Request Administrative Agent substantially in the form attached hereto as of Exhibit H G, request that the Commitments be increased (which increase may take the form of an increase in the Revolving Commitments, or new revolving tranches (each such increase in such other form reasonably acceptable to Administrative Agent) to Administrative Agent (the Revolving Commitments or additional revolving tranche, a “Revolver Tranche Increase”) identifying an additional Lender (an “Additional Lender”) or additional Revolving Credit Commitment for term loan tranches (each, an existing Lender and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment“Incremental Term Loan”)); provided, however, that:
provided that (i) the aggregate amount of all such Revolver Increases increases during the term of this Agreement shall not exceed $75,000,000 the sum of (x) the greater of (a) 100% of EBITDA for the most recently ended period of four consecutive fiscal quarters for which financial statements are available on a pro forma basis after given effect to such Incremental Term Loan and any applicable transaction financed with the proceeds thereof and (b) $625,000,000 plus (y) the amount of Loans voluntarily prepaid (with respect to the prepayment of any Revolving Loans, solely to the extent any such Revolver prepayment thereof is accompanied by a permanent reductions of the Revolving Commitments) (clauses (x), and (y), collectively, the “Fixed Incremental Amount”), plus (z) an unlimited amount so long as, in the case of this clause (z), the Secured Leverage Ratio, based on the most recently available quarterly or annual, as applicable, financial statements of the Parent and determined on a pro forma basis, after giving effect to such Incremental Term Loan and/or Tranche Increase as of such date (and treating each such Incremental Term Loan and/or Tranche Increase as fully drawn with the proceeds thereof not being netted in calculating the Secured Leverage Ratio except to the extent the proceeds thereof are used to permanently prepay Funded Secured Debt), would not exceed 3.00:1.00 (this clause (z) the “Incremental Incurrence Amount”), (ii) any such increase in the Commitments shall be in an the amount not less than of the Dollar Equivalent Amount of $5,000,000 25,000,000 or a higher integral multiple of $500,000 (or such lesser other amount as the Administrative Agent may agree in any particular instance), (iii) the Company may make a maximum of 10 such requests and (iv) any such Tranche Increase or Incremental Term Loan may be denominated in Dollars or in any Alternative Currency. At the election of the Company, (x) the applicable Borrower shall be deemed to have used amounts under the Incremental Incurrence Amount (to the extent compliant therewith) prior to utilization of amounts under the Fixed Incremental Amount and (y) Incremental Term Loans or Tranche Increases may be incurred simultaneously under the Incremental Incurrence Amount and the Fixed Incremental Amount and proceeds from any such incurrence may be utilized in a single transaction by first calculating the incurrence under the Incremental Incurrence Amount above and then agreed to by Administrative Agent);
calculating the incurrence under the Fixed Incremental Amount (ii) no Default shall have occurred and be continuing it being understood that any amounts incurred under the Fixed Incremental Amount concurrently with amounts incurred under the Incremental Incurrence Amount will not count as Debt for the purposes of calculating the Secured Leverage Ratio in the Incremental Incurrence Amount at the time of such concurrent incurrence).
(b) Any Tranche Increase or Incremental Term Loan may be effected by (i) increasing the request Commitment of one or more Lenders which have agreed to such increase (each an “Increasing Lender”) and/or (ii) adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”; provided that each Additional Lender shall be subject to the effective date approval of the Revolver Increase;Company and, unless the Additional Lender is an Affiliate or branch of a Lender or an Approved Fund, the Administrative Agent and, if such Additional Lender will have a Commitment to make revolving loans, the Issuing Lenders and the Swing Line Lender (such consent not to be unreasonably withheld or delayed)) with a Commitment in an amount agreed to by any such Additional Lender. For the avoidance of doubt, it is understood and agreed, that no Commitment of any Lender shall be increased pursuant to this Section 6.2.2 without the consent of such Lender.
(iiic) Any Tranche Increase or Incremental Term Loan shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Company and, as applicable, each Increasing Lender and each Additional Lender) after the date on which the Administrative Agent has received and acknowledged receipt of the applicable increase letters in the form of Annex 1 (in the case of an Increasing Lender) or Annex 2 (in the case an Additional Lender) to Exhibit G.
(d) As a condition precedent to any Tranche Increase or Incremental Term Loan:
(i) the Company shall have delivered to the Administrative Agent (A) a certificate of each Loan Party that will be a borrower under, or a guarantor of the obligations arising under, such Tranche Increase or Incremental Term Loan, signed by an authorized officer of such Loan Party, (x) certifying and attaching resolutions of such Loan Party approving or consenting to such Tranche Increase or Incremental Term Loan, and (y) certifying that, before and after giving effect to such increase or addition,
(1) the representations and warranties set forth of the Borrowers contained in Section 5 9 and of the Loan Parties in the other Loan Documents shall be and remain are true and correct in all material respects on and as of the effective date of such Revolver Increase (where not already qualified by materiality, otherwise in all respects)increase, except (I) to the extent the same expressly relate that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date, and (II) that for purposes of this clause (d)(i), the representations and warranties contained in subsections (a) and (b) of Section 9.4 shall be deemed to refer to the most recent statements furnished pursuant to Section 10.1.1 and 10.1.2 (to the extent that such financial statements are later than the financial statements delivered pursuant to Section 9.4);
(2) no Event of Default or Unmatured Event of Default exists; and
(iv3) in the event that all or any portion of a Revolver Increase shall be provided by an Additional Lender, Administrative Agent, in its sole discretion, shall have consented to such Additional Lender. As a condition precedent to such an increase or addition, Borrower shall deliver to Administrative Agent (x) a certificate of each Loan Party signed by an authorized officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of Borrower, confirming that the conditions set forth in Section 2.18(i) and (ii) above have been satisfied and (C) Borrower Parent is in compliance (on a pro forma basis) with the covenants contained in Section 7.13 and 10.6; and
(yii) legal opinions and documents opinion letters consistent with those delivered on the Closing Datedate of this Agreement, to the extent reasonably requested by the Administrative Agent. The effective ; provided that, with respect to any Tranche Increase that constitutes a new tranche (and not an increase to an existing tranche) or Incremental Term Loan, in either case, incurred primarily to finance a Limited Condition Acquisition, so long as such Limited Condition Acquisition is consummated within 270 days of the date of execution of the definitive documentation for such Acquisition:
(A) the reference to “representations and warranties” in clause (i)(1) above shall refer only to the representations and warranties that constitute Specified Representations and the Limited Condition Acquisition Agreement Representations or, in each case, other customary “SunGard” or “certain funds” representations as are agreed to by the applicable Increasing Lenders or Additional Lenders;
(B) the condition set forth in clauses (i)(2) above shall be deemed satisfied so long as no payment or bankruptcy Event of Default or Unmatured Event of Default exists as of the date of the Revolver execution of the definitive agreement for such Limited Condition Acquisition;
(C) the condition set forth in clause (i)(3) above will be tested as of the date of the execution of the definitive agreement for such Limited Condition Acquisition; and
(D) any opinion letter to the extent required to be delivered pursuant to clause (ii) above will be delivered on the date of the execution of the definitive agreement for such Limited Condition Acquisition.
(e) In the case of an Incremental Term Loan only, this Agreement shall have been amended, in form and substance reasonably satisfactory to the Company, the Administrative Agent and each Lender providing such term loan tranche, to include such terms as are customary for a term loan facility and such economic terms, including pricing, fees, original issue discount and premiums, as the Company and each Lender providing such term loans shall agree (without the consent of any other Lender). In the case of a Tranche Increase constituting a new revolving tranche only, this Agreement shall be have been amended, in form and substance reasonably satisfactory to the Company, the Administrative Agent and each Lender providing such new revolving tranche, to include such terms as are customary for a revolving facility and to include such economic terms as agreed upon to by ▇▇▇▇▇▇▇▇ the Company and each Lender providing such Tranche Increase constituting a new revolving tranche.
(f) The Administrative Agent. Upon Agent shall promptly notify the effectiveness thereof, Schedule 1 shall be deemed amended to reflect the Revolver Increase Company and the new Lenders of any increase in the Commitments pursuant to this Section 6.2.2 and of the Commitment and Percentage of each Lender (or, if applicable, existing Lender) shall advance Revolving Loans in an amount sufficient such that after giving effect thereto. The parties hereto agree that, notwithstanding any other provision of this Agreement (including Section 15.1), the Administrative Agent, the Company, each Additional Lender and each Increasing Lender, as applicable, may make arrangements to its stage the timing of any such increase to the then existing Revolving Commitment, or to cause an Additional Lender or an Increasing Lender to temporarily hold risk participations in the outstanding Revolving Loans each Lender shall have outstanding of the other Lenders (rather than fund its Revolver Percentage of all outstanding Revolving Loans outstanding under concurrently with the Commitmentsapplicable increase), in each case with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Revolving Commitment Amount. It The Company acknowledges that if, as a result of a non-pro-rata increase in the Revolving Commitment Amount, any Revolving Loans are prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be a condition subject to such effectiveness that the provisions of Section 8.4.
(g) Except as provided in clause (d) above, no increase in the Commitments may be effected if any SOFR Loans are outstanding an Event of Default or an Unmatured Event of Default exists on the date of such effectivenessproposed increase. Except as set forth in clause (b) above, such SOFR Loans no consent of any Lender not participating in any Tranche Increase or Incremental Term Loan shall be deemed to be prepaid on required for any such date and Borrower shall pay any amounts owing to the Lenders Tranche Increase or Incremental Term Loan pursuant to this Section 3.3. ▇▇▇▇▇▇▇▇ agrees 6.2 (and amendments to pay the reasonable and documented expenses of Administrative Agent (including reasonable and documented attorneys’ fees) relating to any Revolver Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall effect such increases may be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitmentmade in accordance with Section 15.1).
Appears in 1 contract
Sources: Credit Agreement (MIDDLEBY Corp)
Increase in the Commitments. Borrower may, on any Business Day prior to the Revolving Credit Commitment Termination DateDate and with the written consent of the Administrative Agent and the L/C Issuer (such consent shall not be unreasonably withheld, request to conditioned or delayed), increase the aggregate amount of the Revolving Credit Commitments by delivering an Increase Request substantially in the form attached hereto as Exhibit H (or in such other form reasonably acceptable to the Administrative Agent) to the Administrative Agent at least five Business Days prior to the desired effective date of such increase (the “Revolver Increase”) identifying an additional Lender (an “Additional Lender”) or additional Revolving Credit Commitment for an existing Lender Lender) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment); provided, however, that:
(ia) the aggregate amount of all such Revolver Increases shall not exceed $75,000,000 100,000,000 and any such Revolver Increase shall be in an amount not less than $5,000,000 (or such lesser amount then agreed to by the Administrative Agent);
(iib) no Default shall have occurred and be continuing at the time of the request or the effective date of the Revolver Increase;; and
(iiic) each of the representations and warranties set forth in Section 5 and in the other Loan Documents shall be and remain true and correct in all material respects on the effective date of such Revolver Increase (where not already qualified by materiality, otherwise in all respects), except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date; and
(iv) in the event that all or any portion of a Revolver Increase shall be provided by an Additional Lender, Administrative Agent, in its sole discretion, shall have consented to such Additional Lender. As a condition precedent to such an increase or addition, Borrower shall deliver to Administrative Agent (x) a certificate of each Loan Party signed by an authorized officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of Borrower, confirming that the conditions set forth in Section 2.18(i) and (ii) above have been satisfied and (C) Borrower is in compliance (on a pro forma basis) with the covenants contained in Section 7.13 and (y) legal opinions and documents consistent with those delivered on the Closing Date, to the extent requested by Administrative Agent. The effective date of the Revolver Increase shall be agreed upon by ▇▇▇▇▇▇▇▇ Borrower and the Administrative Agent. Upon the effectiveness thereof, Schedule 1 shall be deemed amended to reflect the Revolver Increase and the new Lender (or, if applicable, existing Lender) shall advance Revolving Loans in an amount sufficient such that after giving effect to its Revolving Loans each Lender shall have outstanding its Revolver Percentage of all Revolving Loans outstanding under the Commitments. It shall be a condition to such effectiveness that if any SOFR Loans are outstanding on the date of such effectiveness, such SOFR Loans shall be deemed to be prepaid on such date and Borrower shall pay any amounts owing to the Lenders pursuant to Section 3.3. ▇▇▇▇▇▇▇▇ Borrower agrees to pay the reasonable and documented expenses of the Administrative Agent (including reasonable and documented attorneys’ fees) relating to any Revolver Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be 744209099 20664705 increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment.
Appears in 1 contract
Sources: Credit Agreement (AssetMark Financial Holdings, Inc.)
Increase in the Commitments. Borrower may, on any Business Day prior to the Revolving Credit Commitment Termination DateDate and with the written consent of the Administrative Agent and the L/C Issuer (such consent shall not be unreasonably withheld, request to conditioned or delayed), increase the aggregate amount of the Revolving Credit Commitments by delivering an Increase Request substantially in the form attached hereto as Exhibit H (or in such other form reasonably acceptable to the Administrative Agent) to the Administrative Agent at least five Business Days prior to the desired effective date of such increase (the “Revolver Increase”) identifying an additional Lender (an “Additional Lender”) or additional Revolving Credit Commitment for an existing Lender Lender) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment); provided, however, that:
(ia) the aggregate amount of all such Revolver Increases shall not exceed $75,000,000 25,000,000 and any such Revolver Increase shall be in an amount not less than $5,000,000 (or such lesser amount then agreed to by the Administrative Agent);
(iib) no Default shall have occurred and be continuing at the time of the request or the effective date of the Revolver Increase;; and
(iiic) each of the representations and warranties set forth in Section 5 and in the other Loan Documents shall be and remain true and correct in all material respects on the effective date of such Revolver Increase (where not already qualified by materiality, otherwise in all respects), except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date; and
(iv) in the event that all or any portion of a Revolver Increase shall be provided by an Additional Lender, Administrative Agent, in its sole discretion, shall have consented to such Additional Lender. As a condition precedent to such an increase or addition, Borrower shall deliver to Administrative Agent (x) a certificate of each Loan Party signed by an authorized officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of Borrower, confirming that the conditions set forth in Section 2.18(i) and (ii) above have been satisfied and (C) Borrower is in compliance (on a pro forma basis) with the covenants contained in Section 7.13 and (y) legal opinions and documents consistent with those delivered on the Closing Date, to the extent requested by Administrative Agent. The effective date of the Revolver Increase shall be agreed upon by ▇▇▇▇▇▇▇▇ Borrower and the Administrative Agent. Upon the effectiveness thereof, Schedule 1 shall be deemed amended to reflect the Revolver Increase and the new Lender (or, if applicable, existing Lender) shall advance Revolving Loans in an amount sufficient such that after giving effect to its Revolving Loans each Lender shall have outstanding its Revolver Percentage of all Revolving Loans outstanding under the Commitments. It shall be a condition to such effectiveness that if any SOFR Eurodollar Loans are outstanding on the date of such effectiveness, such SOFR Eurodollar Loans shall be deemed to be prepaid on such date and Borrower shall pay any amounts owing to the Lenders pursuant to Section 3.3. ▇▇▇▇▇▇▇▇ Borrower agrees to pay the reasonable and documented expenses of the Administrative Agent (including reasonable and documented attorneys’ fees) relating to any Revolver Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment.. 739016937 20664705
Appears in 1 contract
Sources: Credit Agreement (AssetMark Financial Holdings, Inc.)
Increase in the Commitments. Borrower (a) Notwithstanding any other provision of this Agreement (including Section 15.1), the Company may, on any Business Day prior from time to time, by means of a letter delivered to the Revolving Credit Termination Date, request to increase the aggregate amount of the Revolving Credit Commitments by delivering an Increase Request Administrative Agent substantially in the form attached hereto as of Exhibit H G, request that the Commitments be increased (which increase may take the form of an increase in the Revolving Commitments, or new revolving tranches (each such increase in such other form reasonably acceptable to Administrative Agent) to Administrative Agent (the Revolving Commitments or additional revolving tranche, a “Revolver Tranche Increase”) identifying an additional Lender (an “Additional Lender”) or additional Revolving Credit Commitment for term loan tranches (each, an existing Lender and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment“Incremental Term Loan”)); provided, however, that:
provided that (i) the aggregate amount of all such Revolver Increases increases during the term of this Agreement shall not exceed $75,000,000 the sum of (x) the greater of (a) 100% of EBITDA for the most recently ended period of four consecutive fiscal quarters for which financial statements are available on a pro forma basis after given effect to such Incremental Term Loan and any applicable transaction financed with the proceeds thereof and (b) $625,000,000850,000,000 plus (y) the amount of Loans voluntarily prepaid (with respect to the prepayment of any Revolving Loans, solely to the extent any such Revolver prepayment thereof is accompanied by a permanent reductions of the Revolving Commitments) (clauses (x), and (y), collectively, the “Fixed Incremental Amount”), plus (z) an unlimited amount so long as, in the case of this clause (z), the Secured Leverage Ratio, based on the most recently available quarterly or annual, as applicable, financial statements of the Parent and determined on a pro forma basis, after giving effect to such Incremental Term Loan and/or Tranche Increase as of such date (and treating each such Incremental Term Loan and/or Tranche Increase as fully drawn with the proceeds thereof not being netted in calculating the Secured Leverage Ratio except to the extent the proceeds thereof are used to permanently prepay Funded Secured Debt), would not exceed 3.00:1.00 (this clause (z) the “Incremental Incurrence Amount”), (ii) any such increase in the Commitments shall be in an the amount not less than of the Dollar Equivalent Amount of $5,000,000 25,000,000 or a higher integral multiple of $500,000 (or such lesser other amount as the Administrative Agent may agree in any particular instance), (iii) the Company may make a maximum of 10 such requests and (iv) any such Tranche Increase or Incremental Term Loan may be denominated in Dollars or in any Alternative Currency. At the election of the Company, (x) the applicable Borrower shall be deemed to have used amounts under the Incremental Incurrence Amount (to the extent compliant therewith) prior to utilization of amounts under the Fixed Incremental Amount and (y) Incremental Term Loans or Tranche Increases may be incurred simultaneously under the Incremental Incurrence Amount and the Fixed Incremental Amount and proceeds from any such incurrence may be utilized in a single transaction by first calculating the incurrence under the Incremental Incurrence Amount above and then agreed to by Administrative Agent);
calculating the incurrence under the Fixed Incremental Amount (ii) no Default shall have occurred and be continuing it being understood that any amounts incurred under the Fixed Incremental Amount concurrently with amounts incurred under the Incremental Incurrence Amount will not count as Debt for the purposes of calculating the Secured Leverage Ratio in the Incremental Incurrence Amount at the time of such concurrent incurrence).
(b) Any Tranche Increase or Incremental Term Loan may be effected by (i) increasing the request Commitment of one or more Lenders which have agreed to such increase (each an “Increasing Lender”) and/or (ii) adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”; provided that each Additional Lender shall be subject to the effective date approval of the Revolver Increase;Company and, unless the Additional Lender is an Affiliate or branch of a Lender or an Approved Fund, the Administrative Agent and, if such Additional Lender will have a Commitment to make revolving loans, the Issuing Lenders and the Swing Line Lender (such consent not to be unreasonably withheld or delayed)) with a Commitment in an amount agreed to by any such Additional Lender. For the avoidance of doubt, it is understood and agreed, that no Commitment of any Lender shall be increased pursuant to this Section 6.2.2 without the consent of such Lender.
(iiic) Any Tranche Increase or Incremental Term Loan shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Company and, as applicable, each Increasing Lender and each Additional Lender) after the date on which the Administrative Agent has received and acknowledged receipt of the applicable increase letters in the form of Annex 1 (in the case of an Increasing Lender) or Annex 2 (in the case an Additional Lender) to Exhibit G.
(d) As a condition precedent to any Tranche Increase or Incremental Term Loan:
(i) the Company shall have delivered to the Administrative Agent (A) a certificate of each Loan Party that will be a borrower under, or a guarantor of the obligations arising under, such Tranche Increase or Incremental Term Loan, signed by an authorized officer of such Loan Party, (x) certifying and attaching resolutions of such Loan Party approving or consenting to such Tranche Increase or Incremental Term Loan, and (y) certifying that, before and after giving effect to such increase or addition,
(1) the representations and warranties set forth of the Borrowers contained in Section 5 9 and of the Loan Parties in the other Loan Documents shall be and remain are true and correct in all material respects on and as of the effective date of such Revolver Increase (where not already qualified by materiality, otherwise in all respects)increase, except (I) to the extent the same expressly relate that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date, and (II) that for purposes of this clause (d)(i), the representations and warranties contained in subsections (a) and (b) of Section 9.4 shall be deemed to refer to the most recent statements furnished pursuant to Section 10.1.1 and 10.1.2 (to the extent that such financial statements are later than the financial statements delivered pursuant to Section 9.4);
(2) no Event of Default or Unmatured Event of Default exists; and
(iv3) in the event that all or any portion of a Revolver Increase shall be provided by an Additional Lender, Administrative Agent, in its sole discretion, shall have consented to such Additional Lender. As a condition precedent to such an increase or addition, Borrower shall deliver to Administrative Agent (x) a certificate of each Loan Party signed by an authorized officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of Borrower, confirming that the conditions set forth in Section 2.18(i) and (ii) above have been satisfied and (C) Borrower Parent is in compliance (on a pro forma basis) with the covenants contained in Section 7.13 and 10.6; and
(yii) legal opinions and documents opinion letters consistent with those delivered on the Closing Datedate of this Agreement, to the extent reasonably requested by the Administrative Agent. The effective ; provided that, with respect to any Tranche Increase that constitutes a new tranche (and not an increase to an existing tranche) or Incremental Term Loan, in either case, incurred primarily to finance a Limited Condition Acquisition, so long as such Limited Condition Acquisition is consummated within 270 days of the date of execution of the definitive documentation for such Acquisition:
(A) the reference to “representations and warranties” in clause (i)(1) above shall refer only to the representations and warranties that constitute Specified Representations and the Limited Condition Acquisition Agreement Representations or, in each case, other customary “SunGard” or “certain funds” representations as are agreed to by the applicable Increasing Lenders or Additional Lenders;
(B) the condition set forth in clauses (i)(2) above shall be deemed satisfied so long as no payment or bankruptcy Event of Default or Unmatured Event of Default exists as of the date of the Revolver execution of the definitive agreement for such Limited Condition Acquisition;
(C) the condition set forth in clause (i)(3) above will be tested as of the date of the execution of the definitive agreement for such Limited Condition Acquisition; and
(D) any opinion letter to the extent required to be delivered pursuant to clause (ii) above will be delivered on the date of the execution of the definitive agreement for such Limited Condition Acquisition.
(e) In the case of an Incremental Term Loan only, this Agreement shall have been amended, in form and substance reasonably satisfactory to the Company, the Administrative Agent and each Lender providing such term loan tranche, to include such terms as are customary for a term loan facility and such economic terms, including pricing, fees, original issue discount and premiums, as the Company and each Lender providing such term loans shall agree (without the consent of any other Lender). In the case of a Tranche Increase constituting a new revolving tranche only, this Agreement shall be have been amended, in form and substance reasonably satisfactory to the Company, the Administrative Agent and each Lender providing such new revolving tranche, to include such terms as are customary for a revolving facility and to include such economic terms as agreed upon to by ▇▇▇▇▇▇▇▇ the Company and each Lender providing such Tranche Increase constituting a new revolving tranche.
(f) The Administrative Agent. Upon Agent shall promptly notify the effectiveness thereof, Schedule 1 shall be deemed amended to reflect the Revolver Increase Company and the new Lenders of any increase in the Commitments pursuant to this Section 6.2.2 and of the Commitment and Percentage of each Lender (or, if applicable, existing Lender) shall advance Revolving Loans in an amount sufficient such that after giving effect thereto. The parties hereto agree that, notwithstanding any other provision of this Agreement (including Section 15.1), the Administrative Agent, the Company, each Additional Lender and each Increasing Lender, as applicable, may make arrangements to its stage the timing of any such increase to the then existing Revolving Commitment, or to cause an Additional Lender or an Increasing Lender to temporarily hold risk participations in the outstanding Revolving Loans each Lender shall have outstanding of the other Lenders (rather than fund its Revolver Percentage of all outstanding Revolving Loans outstanding under concurrently with the Commitmentsapplicable increase), in each case with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Revolving Commitment Amount. It The Company acknowledges that if, as a result of a non-pro-rata increase in the Revolving Commitment Amount, any Revolving Loans are prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be a condition subject to such effectiveness that the provisions of Section 8.4.
(g) Except as provided in clause (d) above, no increase in the Commitments may be effected if any SOFR Loans are outstanding an Event of Default or an Unmatured Event of Default exists on the date of such effectivenessproposed increase. Except as set forth in clause (b) above, such SOFR Loans no consent of any Lender not participating in any Tranche Increase or Incremental Term Loan shall be deemed to be prepaid on required for any such date and Borrower shall pay any amounts owing to the Lenders Tranche Increase or Incremental Term Loan pursuant to this Section 3.3. ▇▇▇▇▇▇▇▇ agrees 6.2 (and amendments to pay the reasonable and documented expenses of Administrative Agent (including reasonable and documented attorneys’ fees) relating to any Revolver Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall effect such increases may be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitmentmade in accordance with Section 15.1).
Appears in 1 contract
Sources: Credit Agreement (MIDDLEBY Corp)
Increase in the Commitments. Borrower may(a) If no Default, on Event of Default or Material Adverse Effect shall have occurred and be continuing, the Parent may at any Business Day prior time and from time to time during the Availability Period request one or more increases of the Commitments, if any, by notice to the Revolving Credit Termination Date, request to increase the aggregate amount of the Revolving Credit Commitments by delivering an Increase Request substantially in the form attached hereto as Exhibit H (or in such other form reasonably acceptable to Administrative Agent) to US Administrative Agent (the “Revolver Increase”) identifying an additional Lender (an “Additional Lender”) or additional Revolving Credit Commitment for an existing Lender and in writing of the amount of its Revolving Credit such proposed increase (such notice, a “Commitment (or additional amount of its Revolving Credit CommitmentIncrease Notice”); provided, however, that:
that (i) the Commitment of any Lender may not be increased without such Lender’s consent, (ii) the minimum amount of any such increase shall be $5,000,000, €3,000,000 or C$1,000,000, as applicable, and (iii) the aggregate amount of all such Revolver Increases increases in the Commitments shall not exceed $75,000,000 15,000,000, or the equivalent thereof as determined by the US Administrative Agent. Notwithstanding the foregoing, no such increase shall cause the total Canadian Commitment to exceed C$3,000,000.
(b) Any such Commitment Increase Notice must offer each Lender (other than a Defaulting Lender) the opportunity to subscribe for its pro rata share of the requested increase in the Commitments, and the US Administrative Agent shall promptly provide to each Lender a copy of any Commitment Increase Notice received by the US Administrative Agent. Within fifteen (15) Business Days after receipt by the US Administrative Agent of the applicable Commitment Increase Notice, each Lender that is not a Defaulting Lender wishing to subscribe for its pro rata share of the requested increase in the Commitments must deliver written notice of such Revolver Increase fact to the US Administrative Agent. If any portion of the requested increase in the Commitments is not subscribed for by the Lenders within such 15 Business Day period, the Parent may, in its sole discretion, but with the consent of the US Administrative Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld, delayed or conditioned), offer to any existing Lender that is not a Defaulting Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (c) or (d) below, as applicable, by notifying the US Administrative Agent. Promptly and in any event within five (5) Business Days after receipt of notice from the Parent of its desire to offer such unsubscribed commitments to certain existing Lenders, to the additional banks or financial institutions identified therein or to such existing Lenders, additional banks or financial institutions as may be identified by the US Administrative Agent and approved by the Parent, the US Administrative Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments.
(c) Any additional bank or financial institution that is not a Lender that the Parent selects to offer participation in the increased Commitments shall notify the US Administrative Agent of its agreement to participate in the increased Commitments within five (5) Business Days of the date the US Administrative Agent’s notice described in (b) above is sent and shall execute and deliver to the US Administrative Agent a New Lender Agreement setting forth its Commitment, and upon the effectiveness of such New Lender Agreement such bank or financial institution (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender and Schedule 2.01 and the definition of Commitment and US Commitment, Euro Commitment or Canadian Commitment, as applicable, in Section 1.01 hereof shall be deemed amended to increase the aggregate Commitments of the Lenders by the Commitment of such New Lender, provided that the Commitment of any New Lender shall be an amount not less than $5,000,000 5,000,000, €3,000,000 or C$1,000,000, as applicable. Each New Lender Agreement shall be irrevocable and shall be effective upon notice thereof by the US Administrative Agent at the same time as that of all other New Lenders or increasing Lenders.
(or such lesser amount then agreed d) Any Lender that accepts an offer to it by the Parent to increase its Commitment pursuant to this Section 2.19 shall, in each case, execute a Commitment Increase Agreement with the Parent and the US Administrative Agent);, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule 2.01 and the definition of Commitment and US Commitment, Euro Commitment or Canadian Commitment, as applicable, in Section 1.01 hereof shall be deemed to be amended to reflect such increase. Any Commitment Increase Agreement shall be irrevocable and shall be effective upon notice thereof by the US Administrative Agent at the same time as that of all other New Lenders and increasing Lenders.
(iie) no Default In addition to the requirements described above in paragraphs (a) through (d), the effectiveness of any New Lender Agreement or Commitment Increase Agreement shall have occurred and be continuing at contingent upon receipt by the time US Administrative Agent of corporate resolutions of the request Parent and the applicable Borrowers authorizing such increase. Once a New Lender Agreement or Commitment Increase Agreement becomes effective, the effective date of appropriate Agent shall reflect the Revolver Increase;increases in the Commitments effected by such agreements by appropriate entries in the Register.
(iiif) each of If any bank or financial institution becomes a New Lender pursuant to Section 2.19(c) or any Lender’s Commitment is increased pursuant to Section 2.19(d), additional Loans made on or after the representations and warranties set forth in Section 5 and in effectiveness thereof (the other Loan Documents “Re-Allocation Date”) shall be and remain true and correct made pro rata based on their respective Commitments in all material respects effect on the effective date of or after such Revolver Increase Re-Allocation Date (where not already qualified by materiality, otherwise in all respects), except to the extent the same expressly relate to that any such pro rata borrowings would result in any Lender making an earlier dateaggregate principal amount of Loans in excess of its Commitment, in which case they such excess amount will be allocated to, and made by, such New Lender and/or Lenders with such increased Commitments to the extent of, and pro rata based on, their respective Commitments), and continuations of Loans outstanding on such Re-Allocation Date shall be true and correct in all material respects (where not already qualified effected by materiality, otherwise in all respects) as repayment of such earlier date; and
(iv) in Loans on the event that all or any portion last day of a Revolver Increase shall be provided by an Additional Lenderthe Interest Period applicable thereto or, Administrative Agent, in its sole discretion, shall have consented to such Additional Lender. As a condition precedent to such an increase or addition, Borrower shall deliver to Administrative Agent (x) a certificate of each Loan Party signed by an authorized officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of Borroweran ABR Loan or a Canadian Prime Loan, confirming that the conditions set forth in Section 2.18(i) and (ii) above have been satisfied and (C) Borrower is in compliance (on a pro forma basis) with the covenants contained in Section 7.13 and (y) legal opinions and documents consistent with those delivered on the Closing Date, to the extent requested by Administrative Agent. The effective date of the Revolver Increase shall be agreed upon by ▇▇▇▇▇▇▇▇ and Administrative Agent. Upon the effectiveness thereof, Schedule 1 shall be deemed amended to reflect the Revolver Increase and the new Lender (or, if applicable, existing Lender) shall advance Revolving Loans in an amount sufficient such that after giving effect to its Revolving Loans each Lender shall have outstanding its Revolver Percentage of all Revolving Loans outstanding under the Commitments. It shall be a condition to such effectiveness that if any SOFR Loans are outstanding on the date of such effectivenessincrease, and the making of new Loans of the same Type pro rata based on the respective Commitments in effect on and after such Re-Allocation Date.
(g) If on any Re-Allocation Date there is an unpaid principal amount of Eurodollar Loans, Eurocurrency Loans or CDOR Loans, such SOFR Eurodollar Loans, Eurocurrency Loans or CDOR Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the relevant Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Eurodollar Loans, Eurocurrency Loans and CDOR Loans will be paid thereon to the respective Lenders holding such Eurodollar Loans, Eurocurrency Loans and CDOR Loans pro rata based on the respective principal amounts thereof outstanding.
(h) Upon the effectiveness of any Commitment Increase Agreement, Schedule 2.01 and other pertinent sections hereof shall be automatically and proportionately modified to reflect the increased Commitment, the exact figures to be agreed between the Parent and the US Administrative Agent, and all references to the Commitments shall be deemed to be prepaid on such date and Borrower shall pay any amounts owing to the Lenders pursuant to Section 3.3. ▇▇▇▇▇▇▇▇ agrees to pay the reasonable and documented expenses of Administrative Agent (including reasonable and documented attorneys’ fees) relating to any Revolver Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitmentamended mutatis mutandis.
Appears in 1 contract
Increase in the Commitments. Borrower may, on any Business Day prior to the Revolving Credit Termination Date, request to increase the aggregate amount of the Revolving Credit Commitments by delivering an Increase Request substantially in the form attached hereto as Exhibit H (or in such other form reasonably acceptable to Administrative Agenta) to Administrative Agent (the “Revolver Increase”) identifying an additional Lender (an “Additional Lender”) or additional Revolving Credit Commitment for an existing Lender and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment); provided, however, that:
(i) the aggregate amount of all such Revolver Increases shall not exceed $75,000,000 and any such Revolver Increase shall be in an amount not less than $5,000,000 (or such lesser amount then agreed to by Administrative Agent);
(ii) If no Default shall have occurred and be continuing continuing, the Borrower may at any time during the time Availability Period request one or more increases of the request or Commitments by notice to the effective date Administrative Agent in writing of the Revolver Increase;
amount of such proposed increase (such notice, a “Commitment Increase Notice”); provided, however, that (i) the Commitment of any Lender may not be increased without such Lender's consent, (ii) the minimum amount of any such increase shall be $10,000,000 and (iii) each the aggregate amount of the representations and warranties set forth in Section 5 and in the other Loan Documents Lenders' Commitments, after giving effect to any such increase, shall be and remain true and correct in all material respects on the effective date of such Revolver Increase (where not already qualified by materiality, otherwise in all respects), except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date; andexceed $400,000,000.
(ivb) in Following any Commitment Increase Notice, the event that all or any portion of a Revolver Increase shall be provided by an Additional Lender, Administrative AgentBorrower may, in its sole discretion, shall have consented to such Additional Lender. As a condition precedent to such an increase or addition, Borrower shall deliver to but with the consent of the Administrative Agent as to any Person that is not at such time a Lender (xwhich consent shall not be unreasonably withheld, delayed or conditioned), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of the increased Commitments pursuant to paragraph (c) a certificate or (d) below, as applicable, by notifying the Administrative Agent. Promptly and in any event within five (5) Business Days after receipt of each Loan Party signed by an authorized officer notice from the Borrower of its desire to offer such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting unsubscribed commitments to such increase, and (B) in the case of Borrower, confirming that the conditions set forth in Section 2.18(i) and (ii) above have been satisfied and (C) Borrower is in compliance (on a pro forma basis) with the covenants contained in Section 7.13 and (y) legal opinions and documents consistent with those delivered on the Closing Datecertain existing Lenders, to the extent requested additional banks or financial institutions identified therein or to such existing Lenders, additional banks or financial institutions as may be identified by the Administrative Agent and approved by the Borrower, the Administrative Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments.
(c) Any additional bank or financial institution that the Borrower selects to offer participation in the increased Commitments shall notify the Administrative Agent of its agreement to participate in the increased Commitments within five (5) Business Days of the date the Administrative Agent. The effective date 's notice described in (b) above is sent and shall execute and deliver to the Administrative Agent a New Lender Agreement setting forth its Commitment, and upon the effectiveness of such New Lender Agreement such bank or financial institution (a “New Lender”) shall become a Lender for all purposes and to the Revolver Increase same extent as if originally a party hereto and shall be agreed upon bound by ▇▇▇▇▇▇▇▇ and Administrative Agent. Upon entitled to the effectiveness thereofbenefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender and Schedule 1 2.01 and the definition of Commitment in Section 1.01 hereof shall be deemed amended to increase the aggregate Commitments of the Lenders by the Commitment of such New Lender, provided that the Commitment of any New Lender shall be an amount not less than $10,000,000. Each New Lender Agreement shall be irrevocable and shall be effective upon notice thereof by the Administrative Agent at the same time as that of all other New Lenders or increasing Lenders.
(d) Any Lender that accepts an offer to it by the Borrower to increase its Commitment pursuant to this Section 2.19 shall, in each case, execute a Commitment Increase Agreement with the Borrower and the Administrative Agent, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule 2.01 and the definition of Commitment in Section 1.01 hereof shall be deemed to be amended to reflect such increase. Any Commitment Increase Agreement shall be irrevocable and shall be effective upon notice thereof by the Administrative Agent at the same time as that of all other New Lenders and increasing Lenders.
(e) The effectiveness of any New Lender Agreement or Commitment Increase Agreement shall be contingent upon receipt by the Administrative Agent of corporate resolutions of the Borrower authorizing such increase. Once a New Lender Agreement or Commitment Increase Agreement becomes effective, the Administrative Agent shall reflect the Revolver Increase increases in the Commitments effected by such agreements by appropriate entries in the Register.
(f) If any bank or financial institution becomes a New Lender pursuant to Section 2.19(c) or any Lender's Commitment is increased pursuant to Section 2.19(d), additional Loans made on or after the effectiveness thereof (the “Re-Allocation Date”) shall be made pro rata based on their respective Commitments in effect on or after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Lender making an aggregate principal amount of Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, such New Lender and/or Lenders with such increased Commitments to the new Lender (extent of, and pro rata based on, their respective Commitments), and continuations of Loans outstanding on such Re-Allocation Date shall be effected by repayment of such Loans on the last day of the Interest Period applicable thereto or, if applicablein the case of ABR Loan, existing Lender) shall advance Revolving Loans in an amount sufficient such that after giving effect to its Revolving Loans each Lender shall have outstanding its Revolver Percentage of all Revolving Loans outstanding under the Commitments. It shall be a condition to such effectiveness that if any SOFR Loans are outstanding on the date of such effectivenessincrease, and the making of new Loans of the same Type pro rata based on the respective Commitments in effect on and after such Re-Allocation Date.
(g) If on any Re-Allocation Date there is an unpaid principal amount of Eurodollar Loans, such SOFR Eurodollar Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Eurodollar Loans will be paid thereon to the respective Lenders holding such Eurodollar Loans pro rata based on the respective principal amounts thereof outstanding.
(h) Upon the effectiveness of any Commitment Increase Agreement, Schedule 2.01 and other pertinent sections hereof shall be automatically and proportionately modified to reflect the increased Commitment, the exact figures to be agreed between the Borrower and the Administrative Agent, and all references to the Commitments shall be deemed to be prepaid on such date and Borrower shall pay any amounts owing to the Lenders pursuant to Section 3.3. ▇▇▇▇▇▇▇▇ agrees to pay the reasonable and documented expenses of Administrative Agent (including reasonable and documented attorneys’ fees) relating to any Revolver Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitmentamended mutatis mutandis.
Appears in 1 contract
Sources: Revolving Credit Agreement (Rackspace Hosting, Inc.)
Increase in the Commitments. Borrower may, on any Business Day prior to the Revolving Credit Termination Date, request to increase the aggregate amount of the Revolving Credit Commitments by delivering an Increase Request substantially in the form attached hereto as Exhibit H (or in such other form reasonably acceptable to Administrative Agent) to Administrative Agent (the “Revolver Increase”) identifying an additional Lender (an “Additional Lender”) or additional Revolving Credit Commitment for an existing Lender and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment); provided, however, that:
(i) the aggregate amount of all such Revolver Increases shall not exceed $75,000,000 and any such Revolver Increase shall be in an amount not less than $5,000,000 (or such lesser amount then agreed to by Administrative Agent);
(ii) no Default shall have occurred and be continuing at the time of the request or the effective date of the Revolver Increase;
(iii) each of the representations and warranties set forth in Section 5 and in the other Loan Documents shall be and remain true and correct in all material respects on the effective date of such Revolver Increase (where not already qualified by materiality, otherwise in all respects), except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date; and
(iv) in the event that all or any portion of a Revolver Increase shall be provided by an Additional Lender, the Administrative Agent, in its sole discretion, shall have consented to such Additional Lender. As a condition precedent to such an increase or addition, Borrower shall deliver to the Administrative Agent (x) a certificate of each Loan Party signed by an authorized officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of Borrower, confirming that the conditions set forth in Section 2.18(i) and (ii) above have been satisfied and (C) Borrower is in compliance (on a pro forma basis) with the covenants contained in Section 7.13 and (y) legal opinions and documents consistent with those delivered on the Closing Date, to the extent requested by the Administrative Agent. The effective date of the Revolver Increase shall be agreed upon by ▇▇▇▇▇▇▇▇ and Administrative Agent. Upon the effectiveness thereof, Schedule 1 shall be deemed amended to reflect the Revolver Increase and the new Lender (or, if applicable, existing Lender) shall advance Revolving Loans in an amount sufficient such that after giving effect to its Revolving Loans each Lender shall have outstanding its Revolver Percentage of all Revolving Loans outstanding under the Commitments. It shall be a condition to such effectiveness that if any SOFR Loans are outstanding on the date of such effectiveness, such SOFR Loans shall be deemed to be prepaid on such date and Borrower shall pay any amounts owing to the Lenders pursuant to Section 3.3. ▇▇▇▇▇▇▇▇ agrees to pay the reasonable and documented expenses of Administrative Agent (including reasonable and documented attorneys’ fees) relating to any Revolver Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment.
Appears in 1 contract
Sources: Senior Secured Credit Facility (Alvarium Tiedemann Holdings, Inc.)
Increase in the Commitments. The Borrower may, may on any Business Day no more than two occasions during the period beginning on the date hereof to and including the date that is six months prior to the Revolving Credit Termination Maturity Date, request by written notice to increase the aggregate amount Administrative Agent executed by the Borrower and one or more financial institutions (any such financial institution referred to in this Section being called an “Increasing Lender”), which may include any Lender, cause the Commitments to be extended by the Increasing Lenders (or cause the Commitments of the Revolving Credit Commitments by delivering Increasing Lenders to be increased, as the case may be) in an Increase Request substantially in the form attached hereto as Exhibit H (or amount for each Increasing Lender set forth in such other form reasonably acceptable to Administrative Agent) to Administrative Agent (the “Revolver Increase”) identifying an additional Lender (an “Additional Lender”) or additional Revolving Credit Commitment for an existing Lender and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment)notice; provided, however, that:
that (i) each extension of new Commitments or increase in existing Commitments pursuant to this paragraph shall result in the aggregate amount of all such Revolver Increases shall not exceed $75,000,000 and any such Revolver Increase shall be in an amount not Commitments being increased by no less than $5,000,000 (or such lesser amount then agreed to by Administrative Agent);
10,000,000, (ii) no Default shall have occurred and be continuing at extension of new Commitments or increase in existing Commitments pursuant to this paragraph may result in the time of the request or the effective date of the Revolver Increase;
aggregate Commitments exceeding $500,000,000, (iii) each Increasing Lender, if not already a Lender hereunder, shall be subject to the approval of the representations Administrative Agent (which approval shall not be unreasonably withheld) and warranties set forth (iv) each Increasing Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in Section 5 a form reasonably satisfactory to the Administrative Agent and the Borrower (an “Accession Agreement”). New Commitments and increases in Commitments shall become effective on the date specified in the other Loan Documents applicable notices delivered pursuant to this paragraph. Upon the effectiveness of any Accession Agreement to which any Increasing Lender is a party, (i) such Increasing Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and remain true privileges accorded a Lender hereunder and correct subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of such Increasing Lender as provided in all material respects such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereto, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, the Administrative Agent shall have received a certificate, dated as of the effective date of such Revolver Increase (where not already qualified increase and executed by materialitya Financial Officer of the Borrower, otherwise in all respects), except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date; and
(iv) in the event that all or any portion of a Revolver Increase shall be provided by an Additional Lender, Administrative Agent, in its sole discretion, shall have consented to such Additional Lender. As a condition precedent to such an increase or addition, Borrower shall deliver to Administrative Agent (x) a certificate of each Loan Party signed by an authorized officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of Borrower, confirming effect that the conditions set forth in Section 2.18(iparagraphs (i) and (ii) above have been of Section 4.02 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase and (C) Borrower is in compliance (on a pro forma basis) with the covenants contained in Section 7.13 and (y) legal opinions and documents consistent with those delivered on the Closing Date, to the extent requested by Administrative Agent. The effective date attaching resolutions of the Revolver Increase shall be agreed upon by ▇▇▇▇▇▇▇▇ and Administrative AgentBorrower approving such increase). Upon the effectiveness thereofFollowing any extension of a new Commitment or increase of a Lender’s Commitment pursuant to this paragraph, Schedule 1 shall be deemed amended to reflect the Revolver Increase and the new Lender (or, if applicable, existing Lender) shall advance Revolving Loans in an amount sufficient such that after giving effect to its Revolving Loans each Lender shall have outstanding its Revolver Percentage of all any Revolving Loans outstanding under prior to the Commitments. It shall be a condition to such effectiveness that if any SOFR Loans are outstanding on the date of such effectiveness, such SOFR Loans increase or extension shall be deemed continue to be prepaid on such date outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid and, if the Borrower shall pay any amounts owing to the Lenders so elect, refinanced with new Revolving Loans made pursuant to Section 3.3. ▇▇▇▇▇▇▇▇ agrees to pay 2.01 ratably in accordance with the reasonable and documented expenses of Administrative Agent (including reasonable and documented attorneys’ fees) relating to any Revolver Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit CommitmentCommitments in effect following such extension or increase.
Appears in 1 contract
Sources: Revolving Credit Agreement (Service Corporation International)
Increase in the Commitments. The Borrower may, on any Business Day prior to the Revolving Credit Termination DateDate and with the written consent of the Administrative Agent and the L/C Issuer (such consent shall not be unreasonably withheld, request to conditioned or delayed), increase the aggregate amount of the Revolving Credit Commitments by delivering an Increase Request substantially in the form attached hereto as Exhibit H I (or in such other form reasonably acceptable to the Administrative Agent) to the Administrative Agent at least five (5) Business Days prior to the desired effective date of such increase (the “Revolver Increase”) identifying an additional Lender (an “Additional Lender”) or additional Revolving Credit Commitment for an existing Lender Lender) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment); provided, however, that:
(ia) the aggregate amount of all such Revolver Increases shall not exceed $75,000,000 25,000,000 and any such Revolver Increase shall be in an amount not less than $5,000,000 (or such lesser amount then agreed to by the Administrative Agent);
(iib) no Default shall have occurred and be continuing at the time of the request or the effective date of the Revolver Increase;; and
(iiic) each of the representations and warranties set forth in Section 5 6 and in the other Loan Documents shall be and remain true and correct in all material respects on the effective date of such Revolver Increase (where not already qualified by materiality, otherwise in all respects), except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date; and
(iv) in the event that all or any portion of a Revolver Increase shall be provided by an Additional Lender, Administrative Agent, in its sole discretion, shall have consented to such Additional Lender. As a condition precedent to such an increase or addition, Borrower shall deliver to Administrative Agent (x) a certificate of each Loan Party signed by an authorized officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of Borrower, confirming that the conditions set forth in Section 2.18(i) and (ii) above have been satisfied and (C) Borrower is in compliance (on a pro forma basis) with the covenants contained in Section 7.13 and (y) legal opinions and documents consistent with those delivered on the Closing Date, to the extent requested by Administrative Agent. The effective date of the Revolver Increase shall be agreed upon by ▇▇▇▇▇▇▇▇ the Borrower and the Administrative Agent. Upon the effectiveness thereof, Schedule 1 2.1 shall be deemed amended to reflect the Revolver Increase and the new Lender (or, if applicable, existing Lender) shall advance Revolving Loans in an amount sufficient such that after giving effect to its Revolving Loans each Lender shall have outstanding its Revolver Percentage of all Revolving Loans outstanding under the Commitments. It shall be a condition to such effectiveness that (A) if any SOFR Eurodollar Loans are outstanding on the date of such effectiveness, such SOFR Eurodollar Loans shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 3.34.5 and (B) the Borrower shall not have terminated any portion of the Commitments pursuant to Section 2.10. ▇▇▇▇▇▇▇▇ The Borrower agrees to pay the reasonable and documented expenses of the Administrative Agent (including reasonable and documented attorneys’ fees) relating to any Revolver Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment.
Appears in 1 contract
Sources: Credit Agreement (Envestnet, Inc.)
Increase in the Commitments. Borrower may, on (a) At any Business Day time prior to the Revolving Credit Termination DateMaturity Date in effect at any time (but not more than once in any calendar year), request to increase the aggregate amount if no Default or Event of the Revolving Credit Commitments by delivering an Increase Request substantially in the form attached hereto as Exhibit H (or in such other form reasonably acceptable to Administrative Agent) to Administrative Agent (the “Revolver Increase”) identifying an additional Lender (an “Additional Lender”) or additional Revolving Credit Commitment for an existing Lender and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment); provided, however, that:
(i) the aggregate amount of all such Revolver Increases shall not exceed $75,000,000 and any such Revolver Increase shall be in an amount not less than $5,000,000 (or such lesser amount then agreed to by Administrative Agent);
(ii) no Default shall have occurred and be continuing at such time, the time Company may, if it so elects, increase the aggregate amount of the request Commitments (each, a “Commitment Increase”), either by designating a Person not theretofore a Lender and acceptable to the Administrative Agent and each Issuing Bank (such acceptance not to be unreasonably withheld) (each such Person, an “Assuming Lender”) to become a Lender or by agreeing with an existing Lender that such Lender’s Commitment shall be increased (each such Lender, an “Increasing Lender”). Upon execution and delivery by the Company and each Increasing Lender or Assuming Lender of an instrument of assumption in form and amount reasonably satisfactory to the Administrative Agent and each Issuing Bank (each an “Assumption Agreement”), such Increasing Lender shall have a Commitment as therein set forth or such Assuming Lender shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with a Commitment hereunder; provided that (i) the Company shall provide prompt notice of such increase to the Administrative Agent, which shall promptly notify the other Lenders, (ii) the aggregate amount of each such increase which is effective date of the Revolver Increase;
on any day shall be at least $25,000,000 or an integral multiple thereof, (iii) each the aggregate amount of the representations Commitments shall at no time exceed $1,000,000,000 and warranties (iv) the Administrative Agent shall have received on or before such date (A) certified copies of resolutions of the board of directors of the Company (or a duly authorized committee thereof) evidencing the ability of the Company to effect the Commitment Increase, (B) if such Commitment Increase occurs after the Reorganization Date, a consent of Newco and (C) an opinion of counsel for the Company (which may be in-house counsel), in substantially the form of Exhibit H-1 hereto with such modifications as are reasonably acceptable to the Administrative Agent.
(b) Upon any increase in the aggregate amount of the Commitments pursuant to this Section 2.12, within five Business Days in the case of the Base Rate Loans outstanding, and at the end of the then current Interest Period with respect thereto in the case of the Loans comprising each IBOR Borrowing then outstanding (but in any event within 45 days), the respective Committed Loans shall be reallocated among the Lenders so that, after giving effect to such reallocation, the Committed Loans comprising each Committed Borrowing and continuing into the subsequent Interest Period are funded by the Lenders ratably according to their respective Commitments on such day. Each Lender agrees that the conditions precedent set forth in Section 5 and in the other Loan Documents 4.02 shall not apply to any additional amounts required to be and remain true and correct in all material respects on the effective date of such Revolver Increase (where not already qualified by materiality, otherwise in all respects), except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date; and
(iv) in the event that all or any portion of a Revolver Increase shall be provided by an Additional Lender, Administrative Agent, in its sole discretion, shall have consented to such Additional Lender. As a condition precedent to such an increase or addition, Borrower shall deliver to Administrative Agent (x) a certificate of each Loan Party signed by an authorized officer of such Loan Party (A) certifying and attaching the resolutions adopted funded by such Loan Party approving or consenting to such increase, and (B) in the case of Borrower, confirming that the conditions set forth in Section 2.18(i) and (ii) above have been satisfied and (C) Borrower is in compliance (on a pro forma basis) with the covenants contained in Section 7.13 and (y) legal opinions and documents consistent with those delivered on the Closing Date, to the extent requested by Administrative Agent. The effective date of the Revolver Increase shall be agreed upon by ▇▇▇▇▇▇▇▇ and Administrative Agent. Upon the effectiveness thereof, Schedule 1 shall be deemed amended to reflect the Revolver Increase and the new Lender (or, if applicable, existing Lender) shall advance Revolving Loans in an amount sufficient such that after giving effect to its Revolving Loans each Lender shall have outstanding its Revolver Percentage of all Revolving Loans outstanding under the Commitments. It shall be a condition to such effectiveness that if any SOFR Loans are outstanding on the date of such effectiveness, such SOFR Loans shall be deemed to be prepaid on such date and Borrower shall pay any amounts owing to the Lenders pursuant to this Section 3.3. ▇▇▇▇▇▇▇▇ agrees to pay the reasonable and documented expenses of Administrative Agent (including reasonable and documented attorneys’ fees) relating to any Revolver Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment2.12.
Appears in 1 contract
Sources: Credit Agreement (Science Applications International Corp)
Increase in the Commitments. Borrower may, on (a) At any Business Day time prior to the Revolving Credit Termination Datelatest Maturity Date in effect at any time (but not more than once in any calendar year), request to increase the aggregate amount if no Default or Event of the Revolving Credit Commitments by delivering an Increase Request substantially in the form attached hereto as Exhibit H (or in such other form reasonably acceptable to Administrative Agent) to Administrative Agent (the “Revolver Increase”) identifying an additional Lender (an “Additional Lender”) or additional Revolving Credit Commitment for an existing Lender and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment); provided, however, that:
(i) the aggregate amount of all such Revolver Increases shall not exceed $75,000,000 and any such Revolver Increase shall be in an amount not less than $5,000,000 (or such lesser amount then agreed to by Administrative Agent);
(ii) no Default shall have occurred and be continuing at such time, the time Company may, if it so elects, increase the aggregate amount of the request Commitments (each, a “Commitment Increase”), either by designating a Person not theretofore a Lender and acceptable to the Administrative Agent and each Issuing Bank (such acceptance not to be unreasonably withheld) (each such Person, an “Assuming Lender”) to become a Lender or by agreeing with an existing Lender that such Lender’s Commitment shall be increased (each such Lender, an “Increasing Lender”). Upon execution and delivery by the Company and each Increasing Lender or Assuming Lender of an instrument of assumption in form and amount reasonably satisfactory to the Administrative Agent and each Issuing Bank (each an “Assumption Agreement”), such Increasing Lender shall have a Commitment as therein set forth or such Assuming Lender shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with a Commitment hereunder; provided that (i) the Company shall provide prompt notice of such increase to the Administrative Agent, which shall promptly notify the other Lenders, (ii) the aggregate amount of each such increase which is effective date of the Revolver Increase;
on any day shall be at least $25,000,000 or an integral multiple thereof, (iii) each the aggregate amount of the representations Commitments shall at no time exceed $1,000,000,000 and warranties (iv) the Administrative Agent shall have received on or before such date (A) certified copies of resolutions of the board of directors of the Company (or a duly authorized committee thereof) evidencing the ability of the Company to effect the Commitment Increase, (B) a consent of the Guarantor and (C) an opinion of counsel for the Company (which may be in-house counsel), in substantially the form of Exhibit H-1 hereto with such modifications as are reasonably acceptable to the Administrative Agent.
(b) Upon any increase in the aggregate amount of the Commitments pursuant to this Section 2.12, within five Business Days in the case of the Base Rate Loans outstanding, and at the end of the then current Interest Period with respect thereto in the case of the Loans comprising each IBOR Borrowing then outstanding (but in any event within 45 days), the respective Loans shall be reallocated among the Lenders so that, after giving effect to such reallocation, the Loans comprising each Borrowing and continuing into the subsequent Interest Period are funded by the Lenders ratably according to their respective Commitments on such day. Each Lender agrees that the conditions precedent set forth in Section 5 and in the other Loan Documents 4.02 shall not apply to any additional amounts required to be and remain true and correct in all material respects on the effective date of such Revolver Increase (where not already qualified by materiality, otherwise in all respects), except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date; and
(iv) in the event that all or any portion of a Revolver Increase shall be provided by an Additional Lender, Administrative Agent, in its sole discretion, shall have consented to such Additional Lender. As a condition precedent to such an increase or addition, Borrower shall deliver to Administrative Agent (x) a certificate of each Loan Party signed by an authorized officer of such Loan Party (A) certifying and attaching the resolutions adopted funded by such Loan Party approving or consenting to such increase, and (B) in the case of Borrower, confirming that the conditions set forth in Section 2.18(i) and (ii) above have been satisfied and (C) Borrower is in compliance (on a pro forma basis) with the covenants contained in Section 7.13 and (y) legal opinions and documents consistent with those delivered on the Closing Date, to the extent requested by Administrative Agent. The effective date of the Revolver Increase shall be agreed upon by ▇▇▇▇▇▇▇▇ and Administrative Agent. Upon the effectiveness thereof, Schedule 1 shall be deemed amended to reflect the Revolver Increase and the new Lender (or, if applicable, existing Lender) shall advance Revolving Loans in an amount sufficient such that after giving effect to its Revolving Loans each Lender shall have outstanding its Revolver Percentage of all Revolving Loans outstanding under the Commitments. It shall be a condition to such effectiveness that if any SOFR Loans are outstanding on the date of such effectiveness, such SOFR Loans shall be deemed to be prepaid on such date and Borrower shall pay any amounts owing to the Lenders pursuant to this Section 3.3. ▇▇▇▇▇▇▇▇ agrees to pay the reasonable and documented expenses of Administrative Agent (including reasonable and documented attorneys’ fees) relating to any Revolver Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment2.12.
Appears in 1 contract
Sources: Credit Agreement (SAIC, Inc.)