Increase in Total Commitment. (a) The Borrowers may, by written notice to the Administrative Agent from time to time after the Closing Date, request that the Total Commitment be increased by up to U.S.$160,000,000 in the aggregate (any such increase in the Total Commitment shall be referred to as an “Incremental Facility”); provided that (i) the Loans under the Incremental Facility shall rank pari passu or junior in right of payment and security with the Loans made pursuant to the Total Commitment as in effect immediately prior to any such increase, (ii) the Loans under the Incremental Facility shall for all purposes be Loans borrowed pursuant to the terms of this Credit Agreement, (iii) the financial institutions providing for such Incremental Facility shall be satisfactory to the Administrative Agent and the Borrowers, (iv) the Administrative Agent shall be satisfied that all Obligations as so increased will be “Senior Debt” as defined in the documentation governing all Subordinated Debt, (v) the Total Commitment after such increase does not exceed U.S.$500,000,000 and (vi) no Default or Event of Default shall have occurred and be continuing or will exist after giving effect to such Incremental Facility. The aggregate amount of any Incremental Facility shall be in a minimum amount of U.S.$10,000,000 (and in integral multiples of U.S.$5,000,000 in excess thereof). To achieve the full amount of a requested increase, the Borrowers may solicit increased commitments from existing Lenders and also invite additional financial institutions to become Lenders; provided, however, that no existing Lender shall be obligated and/or required to increase its Commitment pursuant to this Section 2.23 unless it specifically consents in writing to provide such increase.
Appears in 1 contract
Sources: Credit Agreement (Lions Gate Entertainment Corp /Cn/)
Increase in Total Commitment. (a) The Borrowers may, by written notice to the Administrative Agent from time to time after the Closing Date, request that the Total Commitment be increased by up to U.S.$160,000,000 in the aggregate (any such increase in the Total Commitment shall be referred to as an “Incremental Facility”); provided that (i) the Loans under the Incremental Facility shall rank pari passu or junior in right of payment and security with the Loans made pursuant to the Total Commitment as in effect immediately prior to any such increase, (ii) the Loans under the Incremental Facility shall for all purposes be Loans borrowed pursuant to the terms of this Credit Agreement, (iii) the financial institutions providing for such Incremental Facility shall be satisfactory to the Administrative Agent and the Borrowers, (iv) the Administrative Agent shall be satisfied that all Obligations as so increased will be “Senior Debt” as defined in the documentation governing all Subordinated Debt, (v) the Total Commitment after such increase does not exceed U.S.$500,000,000 and (vi) Provided no Default or Event of Default exists or is continuing, upon notice to the Administrative Agent (which shall have occurred and be continuing or will exist promptly notify the Lenders), the Borrower may from time to time, request an increase in the Total Commitment; provided, however, that the maximum amount of the Total Commitment after giving effect to any such Incremental Facilityincrease shall not exceed $175,000,000. The aggregate amount of any Incremental Facility individual increase hereunder shall be in a minimum amount of U.S.$10,000,000 $10,000,000 (and in integral multiples of U.S.$5,000,000 $5,000,000 in excess thereof). To achieve the full amount of a requested increase, the Borrowers Borrower may solicit increased commitments from existing Lenders and also invite additional financial institutions Eligible Assignees to become Lenders; provided, however, that no existing Lender shall be obligated and/or required to increase its Commitment pursuant to this Section 2.23 2.19 unless it specifically consents to such increase in writing writing. Any Lender or Eligible Assignee agreeing to increase its Commitment or provide a new Commitment pursuant to this Section 2.19 shall, in connection therewith, deliver to the Administrative Agent a new commitment agreement in form and substance satisfactory to the Administrative Agent and its counsel.
(b) If the Commitments are increased in accordance with this Section 2.19, the Administrative Agent shall determine the effective date (the "Increase Effective Date") and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, in addition to any deliveries pursuant to subsection (a) above, the Borrower shall deliver to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (1) a certificate of each Credit Party dated as of the Increase Effective Date (which may be an omnibus certificate for all Credit Parties) signed by an Authorized Officer of such Credit Party (i) certifying and attaching the resolutions adopted by such Credit Party approving or consenting to such increase (which may be an omnibus resolution for all Credit Parties), and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article III hereof and the other Fundamental Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.19, the representations and warranties contained in Section 3.6 shall be deemed to refer to the most recent statements furnished pursuant to Section 5.1 hereof, and (B) no Default or Event of Default exists or is continuing; (2) a statement of reaffirmation from each Credit Party pursuant to which each such Credit Party ratifies this Credit Agreement and the other Fundamental Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Credit Agreement and the other Fundamental Documents; (3) if the increase is being provided by an existing Lender, and such Lender is then in possession of a note, a revised note in favor of such Lender reflecting such Lender's Commitment after giving effect to such increase; and (4) if the increase is being provided by a new Lender, a note in favor of such Lender if so requested by such Lender (in substantially the form of Exhibit E). The Borrower shall prepay any Revolving Credit Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 2.12) to the extent necessary to keep the outstanding Revolving Credit Loans ratable among the Lenders based on their respective Commitments after giving effect to any new or increased Commitments pursuant to the terms of this Section.
(c) This Section shall supersede any provisions in Section 2.17 or 13.11 to the contrary.
Appears in 1 contract
Increase in Total Commitment. At any time (a) The Borrowers maybut at least 60 days prior to the Maturity Date), by the Borrower shall have the right, upon written notice to the Administrative Agent from time and satisfaction of the Increase Conditions and without obtaining further consent of the Lenders, to time after the Closing Date, request that cause the Total Commitment be increased to increase by up to U.S.$160,000,000 in an amount not at any time exceeding $50,000,000 (the aggregate (any such increase in the Total Commitment shall be referred to as an “Incremental FacilityIncrease”); provided , in which event Schedule 2 will be deemed to be amended to reflect the increased Commitment of each Lender, if any, that (i) the Loans under the Incremental Facility shall rank pari passu or junior has agreed in right of payment writing to an increase and security to add any third party financial institution that may have become a party to, and a “Lender” under, this Agreement in connection with the Loans made pursuant to the Total Commitment as in effect immediately prior to any such increase, Increase (ii) the Loans under the Incremental Facility shall for all purposes be Loans borrowed pursuant to the terms of this Credit Agreement, (iii) the financial institutions providing for such Incremental Facility shall be satisfactory to the Administrative Agent and the Borrowers, (iv) Agent is hereby authorized to effect such amendment on behalf of the Administrative Agent shall be satisfied that all Obligations as so increased will be “Senior Debt” as defined in the documentation governing all Subordinated Debt, (v) the Total Commitment after such increase does not exceed U.S.$500,000,000 and (vi) no Default or Event of Default shall have occurred and be continuing or will exist after giving effect to such Incremental Facility. The aggregate amount of any Incremental Facility shall be in a minimum amount of U.S.$10,000,000 (and in integral multiples of U.S.$5,000,000 in excess thereof). To achieve the full amount of a requested increase, the Borrowers may solicit increased commitments from existing Lenders and also invite additional financial institutions to become Lendersthe Borrower, together with other conforming amendments); provided, however, that no it shall be a condition precedent to the effectiveness of the Increase that the Increase Conditions shall have been satisfied. In the event that the Increase results in any change to the Commitment Percentage of any Lender, then on the effective date of such Increase in the Total Commitment (i) any new Lender, and any existing Lender whose Commitment has increased, shall pay to the Agent such amounts as are necessary to fund its new or increased Commitment Percentage of the Term Loan, and (ii) if the effective date of such Increase in the Total Commitment occurs on a date other than the last day of an Interest Period applicable to any outstanding Libor Rate Loan, the Borrower will be obligated and/or required responsible for Libor Breakage Costs and any other amounts payable pursuant to §4.8 on account of the payments made pursuant to clause (ii) above. No Lender shall have any obligation to increase its Commitment pursuant to this Section 2.23 unless it specifically consents in writing to provide such increaseconnection with the Increase.
Appears in 1 contract
Sources: Secured Term Loan Agreement (First Potomac Realty Trust)
Increase in Total Commitment. (a) The Borrowers may, by written notice to the Administrative Agent from time to time after the Closing Date, request Provided that the Total Commitment be increased by up to U.S.$160,000,000 in the aggregate (any such increase in the Total Commitment shall be referred to as an “Incremental Facility”); provided that (i) the Loans under the Incremental Facility shall rank pari passu or junior in right of payment and security with the Loans made pursuant to the Total Commitment as in effect immediately prior to any such increase, (ii) the Loans under the Incremental Facility shall for all purposes be Loans borrowed pursuant to the terms of this Credit Agreement, (iii) the financial institutions providing for such Incremental Facility shall be satisfactory to the Administrative Agent and the Borrowers, (iv) the Administrative Agent shall be satisfied that all Obligations as so increased will be “Senior Debt” as defined in the documentation governing all Subordinated Debt, (v) the Total Commitment after such increase does not exceed U.S.$500,000,000 and (vi) no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this §2.11, Borrower shall have occurred the option at any time and be continuing from time to time before the date which is ninety (90) days prior to the Revolving Credit Maturity Date or will exist after giving effect the Term Loan Maturity Date to such Incremental Facility. The request by delivery of written notice to Agent an increase in the Total Revolving Credit Commitment and/or the Total Term Loan Commitment, by an aggregate amount of any Incremental Facility increases to the Total Revolving Credit Commitment and the Total Term Loan Commitment of up to $300,000,000 (which, assuming no previous reduction in the Revolving Credit Commitments or the Term Loan Commitments, would result in a maximum Total Commitment of $900,000,000) (an “Increase Notice”; and the amount of such requested increase is the “Commitment Increase”). The Commitment Increase shall be set forth in the Increase Notice, and must be in a minimum amount of U.S.$10,000,000 ($25,000,000.00 and in integral multiples increments of U.S.$5,000,000 $5,000,000.00 in excess thereof unless otherwise approved by Agent. The execution and delivery of the Increase Notice by Borrower shall constitute a representation and warranty by Borrower that all the conditions set forth in this §2.11 shall have been satisfied on the date of such Increase Notice. The Commitment Increase may be allocated, at Borrower’s option, to the then existing Revolving Credit Commitments, or to the then existing Term Loan Commitments, or any combination thereof). To achieve the full amount of a requested increase, the Borrowers may solicit increased commitments from existing Lenders and also invite additional financial institutions to become Lenders; provided, however, that no existing Lender shall be obligated and/or required to increase its Commitment pursuant to this Section 2.23 unless it specifically consents in writing to provide such increase.
Appears in 1 contract
Sources: Credit Agreement (CyrusOne Inc.)
Increase in Total Commitment. (a) The Borrowers Borrower may, by written notice to the Administrative Agent at any time and from time to time after the Closing Datetime, request that increase the Total Commitment be increased (the "Additional Commitments") by up to U.S.$160,000,000 adding additional Persons as Lenders hereunder or by increasing the Commitments of existing Lenders with (in the aggregate latter case) the consent of such Lenders (in their sole discretion), or any such combination thereof. The right to increase in the Total Commitment by Additional Commitments shall be referred to as an “Incremental Facility”); provided that (i) the Loans under the Incremental Facility shall rank pari passu or junior in right of payment and security conditional upon compliance with the Loans made pursuant to the Total Commitment as in effect immediately prior to any such increase, following conditions:
(ii) the Loans under the Incremental Facility shall for all purposes be Loans borrowed pursuant to the terms of this Credit Agreement, (iii) the financial institutions providing for such Incremental Facility shall be satisfactory to the Administrative Agent and the Borrowers, (iv) the Administrative Agent shall be satisfied that all Obligations as so increased will be “Senior Debt” as defined in the documentation governing all Subordinated Debt, (v) the Total Commitment after such increase does not exceed U.S.$500,000,000 and (via) no Default or Event of Default shall have occurred and be continuing and the Borrower shall have delivered to the Agent (i) an officer's certificate confirming the absence of any Default or will exist Event of Default and also confirming (A) its corporate authorization to make such increase (and attaching a copy thereof), (B) the truth and accuracy of its representations and warranties in Section 7.1 and (C) that no consent, approvals or authorizations are required for such increase (except as have been unconditionally obtained and are in full force and effect, unamended), each as at the effective date of such increase and (ii) a satisfactory legal opinion from Borrower's Counsel confirming items (A) and (C) above and the enforceability of the documentation giving effect to such increase;
(b) after giving effect to any such increase, the Senior Secured Obligations shall not exceed the Senior Secured Obligations Limit;
(c) if such Person being added as a Lender is not an existing Lender, the Agent, the LC Issuer and the Swing Line Lender shall have consented to any Person becoming a Lender, such consent not to be unreasonably withheld;
(d) the Borrower and the existing Lenders or the Person being added, as the case may be, shall execute and deliver such documentation as may be required by the Agent, acting reasonably, to effect the increase in question (including the partial assignment of Loan Indebtedness or purchase of Commitments from the Lenders to the extent necessary to ensure that, after giving effect to such Incremental Facility. The aggregate amount of any Incremental Facility shall be in a minimum amount of U.S.$10,000,000 (and in integral multiples of U.S.$5,000,000 in excess thereof). To achieve the full amount of a requested increase, each Lender holds its Pro Rata Share of the Borrowers may solicit increased commitments from existing outstanding Loan Indebtedness) and, if applicable, to novate such new Person as a Lender under the Loan Documents; and
(e) the Agent will prepare and distribute to the Borrower and the Lenders and also invite additional financial institutions to become Lenders; provided, however, that no existing Lender shall be obligated and/or required to increase its Commitment pursuant to this Section 2.23 unless it specifically consents in writing to provide such increasea revised Schedule A which reflects the Additional Commitments.
Appears in 1 contract
Increase in Total Commitment. (a) The Borrowers may, by written notice to the Administrative Agent from time to time after the Closing Date, request Provided that the Total Commitment be increased by up to U.S.$160,000,000 in the aggregate (any such increase in the Total Commitment shall be referred to as an “Incremental Facility”); provided that (i) the Loans under the Incremental Facility shall rank pari passu or junior in right of payment and security with the Loans made pursuant to the Total Commitment as in effect immediately prior to any such increase, (ii) the Loans under the Incremental Facility shall for all purposes be Loans borrowed pursuant to the terms of this Credit Agreement, (iii) the financial institutions providing for such Incremental Facility shall be satisfactory to the Administrative Agent and the Borrowers, (iv) the Administrative Agent shall be satisfied that all Obligations as so increased will be “Senior Debt” as defined in the documentation governing all Subordinated Debt, (v) the Total Commitment after such increase does not exceed U.S.$500,000,000 and (vi) no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this §2.10, the Borrower shall have occurred the option at any time and be continuing or will exist from time to time before the date that is six (6) months after the Closing Date to request an increase in the Total Commitment to not more than $40,000,000.00 by giving effect written notice to such Incremental Facility. The aggregate the Agent (an “Increase Notice”; and the amount of such requested increase is the “Commitment Increase”), provided that any Incremental Facility shall such individual increase must be in a minimum amount of U.S.$10,000,000 $1,000,000.00 and there shall be no more than two (2) individual increases. Each Commitment Increase shall be applied to activate the Inactive Amount, which subject to the terms hereof shall be activated and in integral multiples become a part of U.S.$5,000,000 in excess thereof). To achieve the full KeyBank Commitment.
(b) On the effective date of the Commitment Increase (the “Commitment Increase Date”) the outstanding principal balance of the Loans shall be reallocated among the Lenders such that after the applicable Commitment Increase Date the outstanding principal amount of a requested increase, the Borrowers may solicit increased commitments from existing Lenders and also invite additional financial institutions Loans owed to become Lenders; provided, however, that no existing each Lender shall be obligated and/or required equal to such Lender’s Commitment Percentage (as in effect after the applicable Commitment Increase Date) of the outstanding principal amount of all Loans. The participation interests of the Lenders in Letters of Credit shall be similarly adjusted.
(c) Notwithstanding anything to the contrary contained herein, the obligation of the Agent and the Lenders to increase its the Total Commitment pursuant to this Section 2.23 unless it specifically consents in writing §2.10 shall be conditioned upon satisfaction of the following conditions precedent which must be satisfied prior to provide such increase.the effectiveness of any increase of the Total Commitment:
Appears in 1 contract
Sources: Credit Agreement (Pacific Office Properties Trust, Inc.)