Incremental Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request Incremental Commitments in an amount not to exceed the Incremental Amount from one or more Incremental Lenders (which may include any existing Lender) willing to provide such Incremental Commitments, as the case may be, in their own discretion; provided, that (i) each Incremental Lender shall be subject to the approval of the Administrative Agent and each Swingline Lender (which approval shall not be unreasonably withheld or delayed) unless such Incremental Lender is a Lender, and (ii) each Incremental Commitment shall be on the same terms as the existing Commitments and in all respects shall become a part of the Commitments hereunder on such terms; provided, that, the Applicable Margin and Commitment Fee Rate applicable to the then-existing Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (ii). Such notice shall set forth (i) the amount of the Incremental Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 (or such lesser amount as the Administrative Agent may agree) or equal to the remaining Incremental Amount), (ii) the aggregate amount of Incremental Commitments, which shall not exceed the Incremental Amount, and (iii) the date on which such Incremental Commitments are requested to become effective (the “Increased Amount Date”). (b) The Borrower and each Incremental Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement. Each of the parties hereto hereby agrees that upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to increase the Commitments by the amount of the Incremental Commitments evidenced thereby. Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrowers’ consent (not to be unreasonably withheld) and furnished to the other parties hereto. (c) Notwithstanding the foregoing, no Incremental Commitment shall become effective under this Section 2.17 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (c) and (d) of Section 4.2 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the Borrower, and (ii) the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates and documentation to the extent reasonably required by the Administrative Agent, in each case consistent with those delivered on the Closing Date under Section 4.1 and such additional documents and filings as the Administrative Agent may reasonably require to assure that the Revolving Loans in respect of Incremental Commitments are secured by the Collateral ratably with all other Revolving Loans. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure all Revolving Loans in respect of Incremental Commitments, when originally made, are included in each Borrowing of outstanding Revolving Loans on a pro rata basis.
Appears in 2 contracts
Sources: Credit Agreement (Investment Technology Group, Inc.), Credit Agreement (Investment Technology Group, Inc.)
Incremental Commitments. (a) The Borrower Borrowers may, by written notice to the Administrative Agent on two occasions during the period from time the Closing Date to timethe date five Business Days prior to the Maturity Date, request Incremental incremental Commitments in an amount not to exceed less than $25,000,000 per request and not more than $150,000,000 in the Incremental Amount aggregate from one or more Incremental additional Lenders (which may include any existing Lender, each, a “New Term Loan Lender”) willing to provide such Incremental Commitments, as the case may be, incremental Commitments in their own discretion; provided, that (i) each Incremental New Term Loan Lender shall be subject to the approval of the Administrative Agent and each Swingline Lender (which approval shall not be unreasonably withheld or delayedwithheld) unless such Incremental New Term Loan Lender is a Lender or an Affiliate of a Lender, and (ii) each Incremental Commitment shall be on the same terms as the existing Commitments and in all respects shall become a part of the Commitments hereunder on such terms; provided, that, the Applicable Margin and Commitment Fee Rate applicable to the then-existing Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (ii). Such notice shall set forth (i) the amount of the Incremental incremental Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 (or such lesser amount as the Administrative Agent may agree) or equal to the remaining Incremental Amount), (ii) the aggregate amount of Incremental Commitments, which shall not exceed the Incremental Amountrequested, and (iiiii) the date on which such Incremental incremental Commitments are requested to become effective (the “Increased Amount Date”). On any Increased Amount Date on which any such incremental Commitments are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender shall make a Loan to the Borrowers (a “New Term Loan”) in an amount equal to its incremental Commitment, and (ii) each New Term Loan Lender shall become a Lender hereunder with respect to such incremental Commitment and the New Term Loans made pursuant thereto. The terms and provisions of the New Term Loans and the incremental Commitments shall be identical to the existing Loans.
(b) The Borrower Borrowers and each Incremental New Term Loan Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreementsuch documentation as the Administrative Agent shall reasonably specify to evidence the incremental Commitment of such New Term Loan Lender. Each of the parties hereto hereby agrees that that, upon the effectiveness of any Incremental Assumption Agreementsuch documentation, this Credit Agreement shall be deemed amended to the extent (but only to the extent) necessary to increase reflect the existence and terms of the incremental Commitments and New Term Loans evidenced thereby (including adjusting the Commitment Percentages), and new Notes shall be issued and the Borrowers shall make such borrowings without the consent of the Lenders other than those Lenders with incremental Commitments. The fees payable by the amount of the Incremental Borrowers upon any such incremental Commitments evidenced thereby. Any such deemed amendment may shall be memorialized in writing agreed upon by the Administrative Agent with Agent, the Borrowers’ consent (not New Term Loan Lenders and the Borrowers at the time of such increase. Notwithstanding the foregoing, nothing in this Section 2.7 shall constitute or be deemed to be unreasonably withheld) and furnished constitute an agreement by any Lender to the other parties heretoincrease its Commitment hereunder.
(c) Notwithstanding the foregoing, no Incremental incremental Commitment shall become effective under this Section 2.17 2.7 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (c) and (d) of Section 4.2 5.2 shall be satisfied assuming a Loan were then being made and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the BorrowerBRT, and (ii) the Administrative Agent shall have received customary legal opinions, board resolutions and other customary closing certificates and documentation as required by the relevant amendment or other documentation and, to the extent reasonably required by the Administrative Agent, in each case consistent with those delivered on the Closing Effective Date under Section 4.1 5.1 and such additional customary documents and filings as the Administrative Agent may reasonably require require, and (iii) the Borrowers shall be in pro forma compliance with the covenants set forth in Section 7.2 after giving effect to assure that such incremental Commitments, the Revolving Loans in respect to be made thereunder and the application of Incremental Commitments are secured by the Collateral ratably with all other Revolving Loansproceeds therefrom as if made and applied on such date.
(d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Revolving Loans in respect of Incremental CommitmentsNew Term Loans, when originally made, are included in each Borrowing borrowing of outstanding Revolving Loans on a pro rata basis.
Appears in 2 contracts
Sources: Term Loan Agreement (Brandywine Operating Partnership, L.P.), Term Loan Agreement (Brandywine Operating Partnership, L.P.)
Incremental Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request Incremental Commitments in an amount not to exceed the Incremental Amount from one or more Incremental Lenders (which may include any existing Lender) willing to provide such Incremental Commitments, as the case may be, in their own discretion; provided, that (i) each Incremental Lender shall be subject to the approval of the Administrative Agent and each Swingline Lender (which approval shall not be unreasonably withheld or delayed) unless such Incremental Lender is a Lender, and (ii) each Incremental Commitment shall be on the same terms as the existing Commitments and in all respects shall become a part of the Commitments hereunder on such terms; provided, that, the Applicable Margin and Commitment Fee Rate applicable to the then-existing Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (ii). Such notice shall set forth (i) the amount of the Incremental Commitments being requested (which shall be in minimum increments of $1,000,000 1 million and a minimum amount of $10,000,000 25 million (or such lesser amount as the Administrative Agent may agree) or equal to the remaining Incremental Amount), (ii) the aggregate amount of Incremental Commitments, which shall not exceed the Incremental Amount, and (iii) the date on which such Incremental Commitments are requested to become effective (the “Increased Amount Date”).
(b) The Borrower and each Incremental Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement. Each of the parties hereto hereby agrees that upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to increase the Commitments by the amount of the Incremental Commitments evidenced thereby. Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrowers’ consent (not to be unreasonably withheld) and furnished to the other parties hereto.
(c) Notwithstanding the foregoing, no Incremental Commitment shall become effective under this Section 2.17 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (c) and (d) of Section 4.2 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the Borrower, and (ii) the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates and documentation to the extent reasonably required by the Administrative Agent, in each case consistent with those delivered on the Closing Date under Section 4.1 and such additional documents and filings as the Administrative Agent may reasonably require to assure that the Revolving Loans in respect of Incremental Commitments are secured by the Collateral ratably with all other Revolving Loans.
(d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure all Revolving Loans in respect of Incremental Commitments, when originally made, are included in each Borrowing of outstanding Revolving Loans on a pro rata basis.
Appears in 2 contracts
Sources: Credit Agreement (Investment Technology Group, Inc.), Credit Agreement (Investment Technology Group, Inc.)
Incremental Commitments. (a) The Borrower may, by written notice to the Administrative Agent on up to two (2) occasions during the period from time the Closing Date to timethe eighteen (18) month anniversary of the Closing Date, request Incremental incremental Term Commitments and/or incremental Revolving Commitments, as applicable, in an amount not to exceed the Incremental Amount aggregate amount of $130,000,000 from one or more Incremental additional Term Lenders and/or additional Revolving Lenders (which may include any existing Lender) willing to provide such Incremental incremental Term Loans and/or incremental Revolving Commitments, as the case may be, in their own discretion; provided, that (i) each Incremental incremental Revolving Lender and incremental Term Lender shall be subject to the approval of the Administrative Agent and each Swingline Lender (which approval shall not be unreasonably withheld or delayedwithheld) unless unless, in the case of any incremental Lender, such Incremental incremental Lender is a Lender, and (ii) each Incremental Commitment shall be on the same terms as the existing Commitments and in all respects shall become an Affiliate of a part of the Commitments hereunder on such terms; provided, that, the Applicable Margin and Commitment Fee Rate applicable to the then-existing Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (ii)Lender or an Approved Fund. Such notice shall set forth (i) the amount of the Incremental incremental Term Commitments and/or incremental Revolving Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 (or such lesser amount as the Administrative Agent may agree) or equal to the remaining Incremental Amount)requested, (ii) the aggregate amount of Incremental all incremental Term Commitments and incremental Revolving Commitments, which when taken together with all other incremental Commitments, shall not exceed $130,000,000 in the aggregate (the “Incremental AmountLimit”), and (iii) the date on which such Incremental incremental Term Commitments and/or incremental Revolving Commitments are requested to become effective (the “Increased Amount Date”). The Administrative Agent and/or its Affiliates shall use commercially reasonable efforts, with the assistance of the Borrower, to arrange a syndicate of Lenders willing to hold the requested incremental Term Commitments and/or incremental Revolving Commitments.
(b) The Borrower and each Incremental incremental Term Lender and/or incremental Revolving Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreementsuch documentation as the Administrative Agent shall reasonably specify to evidence the incremental Term Commitment of such incremental Term Lender and/or incremental Revolving Commitment of such incremental Revolving Lender. Each such documentation shall specify the terms of the applicable incremental Term Loans and/or incremental Revolving Commitments; provided, that (i) the incremental Term Loans shall rank pari passu in right of payment and of security with the Term Loans and shall have the same terms as the Term Loans (including as to pricing, maturity and amortization) and (ii) from and after the effectiveness of each amendment or other documentation, the associated incremental Revolving Commitments shall thereafter be Revolving Commitments with the same terms as the Revolving Commitments (including as to pricing and maturity). Each of the parties hereto hereby agrees that that, upon the effectiveness of any Incremental Assumption Agreementsuch documentation, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to increase reflect the existence and terms of the incremental Term Commitments and/or incremental Revolving Commitments evidenced thereby (including adjusting the Revolving Percentages and/or the Term Percentages), and new Notes shall be issued and the Borrower shall make such borrowings and repayments as shall be necessary to effect the reallocation of the Commitments, in each case without the consent of the Lenders other than those Lenders with incremental Revolving Commitments and/or Term Commitments. The fees payable by the amount of the Incremental Borrower upon any such incremental Revolving Commitments evidenced thereby. Any such deemed amendment may and/or Term Commitments shall be memorialized in writing agreed upon by the Administrative Agent Agent, the Lenders with incremental Revolving Commitments and/or Term Commitments and the Borrowers’ consent (not Borrower at the time of such increase. Notwithstanding the forgoing, nothing in this Section 2.23 shall constitute or be deemed to be unreasonably withheld) and furnished constitute an agreement by any Lender to the other parties heretoincrease its Commitments hereunder.
(c) Notwithstanding the foregoing, no Incremental incremental Term Commitment or incremental Revolving Commitment shall become effective under this Section 2.17 2.23 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (c) and (d) of Section 4.2 5.2 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the Borrower, and (ii) the Administrative Agent shall have received customary legal opinions, board resolutions and other customary closing certificates and documentation as required by the relevant amendment or other documentation and, to the extent reasonably required by the Administrative Agent, in each case consistent with those delivered on the Closing Date under Section 4.1 5.1 and such additional customary documents and filings as the Administrative Agent may reasonably require require, and (iii) the Borrower shall be in pro forma compliance with the covenants set forth in Section 7.1 after giving effect to assure that such incremental Term Commitment and/or incremental Revolving Commitments, the Revolving Loans in respect to be made thereunder and the application of Incremental Commitments are secured by the Collateral ratably with all other Revolving Loansproceeds therefrom as if made and applied on such date.
(d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that (i) all incremental Term Loans (other than Term Loans) in the form of additional Term Loans, when originally made, are included in each Borrowing of outstanding Term Loans on a pro rata basis, and (ii) all Revolving Loans in respect of Incremental incremental Revolving Commitments, when originally made, are included in each Borrowing of outstanding Revolving Loans on a pro rata basis. The Borrower agrees that Section 2.20 shall apply to any conversion of Eurodollar Loans to ABR Loans reasonably required by the Lenders to effect the foregoing.
Appears in 2 contracts
Sources: Revolving Credit and Term Loan Agreement (Medical Properties Trust Inc), Revolving Credit and Term Loan Agreement (Medical Properties Trust Inc)
Incremental Commitments. (a) The Borrower may, by written notice to the Administrative Agent on up to three (3) occasions during the period from time the Closing Date to timethe thirty-six (36) month anniversary of the Closing Date, request Incremental incremental Commitments in an amount not to exceed the Incremental Amount aggregate amount of $100,000,000 from one or more Incremental additional Lenders (which may include any existing Lender, each, a “New Term Loan Lender”) willing to provide such Incremental Commitments, as the case may be, incremental Commitments in their own discretion; provided, that (i) each Incremental New Term Loan Lender shall be subject to the approval of the Administrative Agent and each Swingline Lender (which approval shall not be unreasonably withheld or delayedwithheld) unless such Incremental New Term Loan Lender is a Lender, and (ii) each Incremental Commitment shall be on the same terms as the existing Commitments and in all respects shall become an Affiliate of a part of the Commitments hereunder on such terms; provided, that, the Applicable Margin and Commitment Fee Rate applicable to the then-existing Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (ii)Lender or an Approved Fund. Such notice shall set forth (i) the amount of the Incremental incremental Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 (or such lesser amount as the Administrative Agent may agree) or equal to the remaining Incremental Amount)requested, (ii) the aggregate amount of Incremental all incremental Commitments, which when taken together with all other incremental Commitments, shall not exceed $100,000,000 in the aggregate (the “Incremental AmountLimit”), and (iii) the date on which such Incremental incremental Commitments are requested to become effective (the “Increased Amount Date”). The Administrative Agent and/or its Affiliates shall use commercially reasonable efforts, with the assistance of the Borrower, to arrange a syndicate of Lenders willing to hold the requested incremental Commitments. On any Increased Amount Date on which any such incremental Commitments are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its incremental Commitment, and (ii) each New Term Loan Lender shall become a Lender hereunder with respect to such incremental Commitment and the New Term Loans made pursuant thereto. The terms and provisions of the New Term Loans and the incremental Commitments shall be identical to the existing Loans.
(b) The Borrower and each Incremental New Term Loan Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreementsuch documentation as the Administrative Agent shall reasonably specify to evidence the incremental Commitment of such New Term Loan Lender. Each such documentation shall specify the terms of the applicable incremental Commitments; provided, that from and after the effectiveness of each amendment or other documentation, the associated incremental Commitments shall thereafter be Commitments with the same terms as the Commitments (including as to pricing and maturity). Each of the parties hereto hereby agrees that that, upon the effectiveness of any Incremental Assumption Agreementsuch documentation, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to increase reflect the existence and terms of the incremental Commitments and New Term Loans evidenced thereby (including adjusting the Term Percentages), and new Notes shall be issued and the Borrower shall make such borrowings and repayments as shall be necessary to effect the reallocation of the Commitments, in each case without the consent of the Lenders other than those Lenders with incremental Commitments. Any fees payable by the amount of the Incremental Borrower upon any such incremental Commitments evidenced thereby. Any such deemed amendment may shall be memorialized in writing agreed upon by the Administrative Agent with Agent, the Borrowers’ consent (not New Term Loan Lenders and the Borrower at the time of such increase. Notwithstanding the foregoing, nothing in this Section 2.23 shall constitute or be deemed to be unreasonably withheld) and furnished constitute an agreement by any Lender to the other parties heretoincrease its Commitments hereunder.
(c) Notwithstanding the foregoing, no Incremental incremental Commitment shall become effective under this Section 2.17 2.23 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (c) and (d) of Section 4.2 5.2 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the Borrower, and (ii) the Administrative Agent shall have received customary legal opinions, board resolutions and other customary closing certificates and documentation as required by the relevant amendment or other documentation and, to the extent reasonably required by the Administrative Agent, in each case consistent with those delivered on the Closing Date under Section 4.1 5.1 and such additional customary documents and filings as the Administrative Agent may reasonably require require, (iii) the Borrower shall be in pro forma compliance with the covenants set forth in Section 7.1 after giving effect to assure that such incremental Commitments, the Revolving Loans in respect to be made thereunder and the application of Incremental the proceeds therefrom as if made and applied on such date and (iv) such incremental Commitments are secured and the Loans to be made thereunder shall be permitted by the Collateral ratably with all other Revolving Loansterms and conditions of each of the 2008 Exchangeable Senior Note Indenture, the 2011 Senior Unsecured Note Indenture, the 2012 Senior Unsecured Note Indenture, the Senior Note Indenture and any Additional Senior Unsecured Indenture.
(d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Revolving Loans in respect of Incremental CommitmentsNew Term Loans, when originally made, are included in each Borrowing of outstanding Revolving Loans on a pro rata basis. The Borrower agrees that Section 2.20 shall apply to any conversion of Eurodollar Loans to ABR Loans reasonably required by the Lenders to effect the foregoing.
Appears in 1 contract
Sources: Term Loan Agreement (MPT Operating Partnership, L.P.)
Incremental Commitments. (a) The Borrower may, by written notice to the Administrative Agent on up to three (3) occasions during the period from time the Closing Date to timethe thirty (30) month anniversary of the Closing Date, request Incremental incremental Revolving Commitments in an amount not to exceed the Incremental Amount aggregate amount of $70,000,000 from one or more Incremental additional Revolving Lenders (which may include any existing Lender) willing to provide such Incremental Commitments, as the case may be, incremental Revolving Commitments in their own discretion; provided, that (i) each Incremental incremental Revolving Lender shall be subject to the approval of the Administrative Agent and each Swingline Lender (which approval shall not be unreasonably withheld or delayedwithheld) unless such Incremental incremental Lender is a Lender, and (ii) each Incremental Commitment shall be on the same terms as the existing Commitments and in all respects shall become an Affiliate of a part of the Commitments hereunder on such terms; provided, that, the Applicable Margin and Commitment Fee Rate applicable to the then-existing Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (ii)Lender or an Approved Fund. Such notice shall set forth (i) the amount of the Incremental incremental Revolving Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 (or such lesser amount as the Administrative Agent may agree) or equal to the remaining Incremental Amount)requested, (ii) the aggregate amount of Incremental all incremental Revolving Commitments, which when taken together with all other incremental Revolving Commitments, shall not exceed $70,000,000 in the aggregate (the “Incremental AmountLimit”), and (iii) the date on which such Incremental incremental Revolving Commitments are requested to become effective (the “Increased Amount Date”). The Administrative Agent and/or its Affiliates shall use commercially reasonable efforts, with the assistance of the Borrower, to arrange a syndicate of Lenders willing to hold the requested incremental Revolving Commitments.
(b) The Borrower and each Incremental incremental Revolving Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreementsuch documentation as the Administrative Agent shall reasonably specify to evidence the incremental Revolving Commitment of such incremental Revolving Lender. Each such documentation shall specify the terms of the applicable incremental Revolving Commitments; provided, that from and after the effectiveness of each amendment or other documentation, the associated incremental Revolving Commitments shall thereafter be Revolving Commitments with the same terms as the Revolving Commitments (including as to pricing and maturity). Each of the parties hereto hereby agrees that that, upon the effectiveness of any Incremental Assumption Agreementsuch documentation, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to increase reflect the existence and terms of the incremental Revolving Commitments evidenced thereby (including adjusting the Revolving Percentages), and new Notes shall be issued and the Borrower shall make such borrowings and repayments as shall be necessary to effect the reallocation of the Revolving Commitments, in each case without the consent of the Lenders other than those Lenders with incremental Revolving Commitments. The fees payable by the amount of the Incremental Borrower upon any such incremental Revolving Commitments evidenced thereby. Any such deemed amendment may shall be memorialized in writing agreed upon by the Administrative Agent Agent, the Lenders with incremental Revolving Commitments and the Borrowers’ consent (not Borrower at the time of such increase. Notwithstanding the forgoing, nothing in this Section 2.23 shall constitute or be deemed to be unreasonably withheld) and furnished constitute an agreement by any Lender to the other parties heretoincrease its Commitments hereunder.
(c) Notwithstanding the foregoing, no Incremental incremental Revolving Commitment shall become effective under this Section 2.17 2.23 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (c) and (d) of Section 4.2 5.2 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the Borrower, and (ii) the Administrative Agent shall have received customary legal opinions, board resolutions and other customary closing certificates and documentation as required by the relevant amendment or other documentation and, to the extent reasonably required by the Administrative Agent, in each case consistent with those delivered on the Closing Date under Section 4.1 5.1 and such additional customary documents and filings as the Administrative Agent may reasonably require require, and (iii) the Borrower shall be in pro forma compliance with the covenants set forth in Section 7.1 after giving effect to assure that such incremental Revolving Commitments, the Revolving Loans in respect to be made thereunder and the application of Incremental Commitments are secured by the Collateral ratably with all other Revolving Loansproceeds therefrom as if made and applied on such date.
(d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Revolving Loans in respect of Incremental incremental Revolving Commitments, when originally made, are included in each Borrowing of outstanding Revolving Loans on a pro rata basis. The Borrower agrees that Section 2.20 shall apply to any conversion of Eurodollar Loans to ABR Loans reasonably required by the Lenders to effect the foregoing.
Appears in 1 contract
Sources: Revolving Credit Agreement (Medical Properties Trust Inc)
Incremental Commitments. (a) The Borrower may, by written notice to the Administrative Agent on up to two (2) occasions during the period from time the Closing Date to timethe twenty-four (24) month anniversary of the Closing Date, request Incremental incremental Commitments in an amount not to exceed the Incremental Amount aggregate amount of $225,000,000 from one or more Incremental additional Lenders (which may include any existing Lender) willing to provide such Incremental Commitments, as the case may be, incremental Commitments in their own discretion; provided, that (i) each Incremental incremental Lender shall be subject to the approval of the Administrative Agent and each Swingline Lender (which approval shall not be unreasonably withheld or delayedwithheld) unless such Incremental incremental Lender is a Lender, and (ii) each Incremental Commitment shall be on the same terms as the existing Commitments and in all respects shall become an Affiliate of a part of the Commitments hereunder on such terms; provided, that, the Applicable Margin and Commitment Fee Rate applicable to the then-existing Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (ii)Lender or an Approved Fund. Such notice shall set forth (i) the amount of the Incremental incremental Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 (or such lesser amount as the Administrative Agent may agree) or equal to the remaining Incremental Amount)requested, (ii) the aggregate amount of Incremental all incremental Commitments, which when taken together with all other incremental Commitments, shall not exceed $225,000,000 in the aggregate (the “Incremental AmountLimit”), and (iii) the date on which such Incremental incremental Commitments are requested to become effective (the “Increased Amount Date”). The Administrative Agent and/or its Affiliates shall use commercially reasonable efforts, with the assistance of the Borrower, to arrange a syndicate of Lenders willing to hold the requested incremental Commitments.
(b) The Borrower and each Incremental incremental Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreementsuch documentation as the Administrative Agent shall reasonably specify to evidence the incremental Commitment of such incremental Lender. Each such documentation shall specify the terms of the applicable incremental Commitments; provided, that from and after the effectiveness of each amendment or other documentation, the associated incremental Commitments shall thereafter be Commitments with the same terms as the Commitments (including as to pricing and maturity). Each of the parties hereto hereby agrees that that, upon the effectiveness of any Incremental Assumption Agreementsuch documentation, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to increase reflect the existence and terms of the incremental Commitments evidenced thereby (including adjusting the Applicable Percentages), and new Notes shall be issued and the Borrower shall make such borrowings and repayments as shall be necessary to effect the reallocation of the Commitments, in each case without the consent of the Lenders other than those Lenders with incremental Commitments. The fees payable by the amount of the Incremental Borrower upon any such incremental Commitments evidenced thereby. Any such deemed amendment may shall be memorialized in writing agreed upon by the Administrative Agent Agent, the Lenders with incremental Commitments and the Borrowers’ consent (not Borrower at the time of such increase. Notwithstanding the forgoing, nothing in this Section 2.4 shall constitute or be deemed to be unreasonably withheld) and furnished constitute an agreement by any Lender to the other parties heretoincrease its Commitments hereunder.
(c) Notwithstanding the foregoing, no Incremental incremental Commitment shall become effective under this Section 2.17 2.4 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (c) and (d) of Section 4.2 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Financial Officer of the Borrower, and (ii) the Administrative Agent shall have received customary legal opinions, board resolutions and other customary closing certificates and documentation as required by the relevant amendment or other documentation and, to the extent reasonably required by the Administrative Agent, in each case consistent with those delivered on the Closing Date under Section 4.1 and such additional customary documents and filings as the Administrative Agent may reasonably require require, and (iii) the Borrower shall be in pro forma compliance with the covenants set forth in Section 6.13 after giving effect to assure that such incremental Commitments, the Revolving Loans in respect to be made thereunder and the application of Incremental Commitments are secured by the Collateral ratably with all other Revolving Loansproceeds therefrom as if made and applied on such date.
(d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Revolving Loans in respect of Incremental incremental Commitments, when originally made, are included in each Borrowing of outstanding Revolving Loans on a pro rata basis. The Borrower agrees that Section 2.16 shall apply to any conversion of Eurodollar Loans to ABR Loans reasonably required by the Lenders to effect the foregoing.
Appears in 1 contract
Sources: Credit Agreement (Healthcare Trust of America, Inc.)
Incremental Commitments. (a) The Borrower Borrowers may, by written notice to the Administrative Agent on up to two (2) occasions during the period from time the Closing Date to timethe Extension Effective Date, request Incremental incremental Commitments in an amount not to exceed the Incremental Amount aggregate amount of $15,000,000 from one or more Incremental additional Lenders (which may include any existing Lender) willing to provide such Incremental Commitments, as the case may be, incremental Commitments in their own discretion; provided, that (i) each Incremental incremental Lender shall be subject to the approval of the Administrative Agent and each Swingline Lender (which approval shall not be unreasonably withheld or delayedwithheld) unless such Incremental incremental Lender is a Lender, and (ii) each Incremental Commitment shall be on the same terms as the existing Commitments and in all respects shall become an Affiliate of a part of the Commitments hereunder on such terms; provided, that, the Applicable Margin and Commitment Fee Rate applicable to the then-existing Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (ii)Lender or an Approved Fund. Such notice shall set forth (i) the amount of the Incremental incremental Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 (or such lesser amount as the Administrative Agent may agree) or equal to the remaining Incremental Amount)requested, (ii) the aggregate amount of Incremental all incremental Commitments, which when taken together with all other incremental Commitments, shall not exceed $15,000,000 in the aggregate (the “Incremental AmountLimit”), and (iii) the date on which such Incremental incremental Commitments are requested to become effective (the “Increased Amount Date”). The Administrative Agent and/or its Affiliates shall use commercially reasonable efforts, with the assistance of Borrowers, to arrange a syndicate of Lenders willing to hold the requested incremental Commitments.
(b) The Borrower Borrowers and each Incremental incremental Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreementsuch documentation as the Administrative Agent shall reasonably specify to evidence the incremental Commitment of such incremental Lender. Each such documentation shall specify the terms of the applicable incremental Commitments; provided, that from and after the effectiveness of each amendment or other documentation, the associated incremental Commitments shall thereafter be Commitments with the same terms as the Commitments (including as to pricing and maturity). Each of the parties hereto hereby agrees that that, upon the effectiveness of any Incremental Assumption Agreementsuch documentation, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to increase reflect the Commitments by the amount existence and terms of the Incremental incremental Commitments evidenced thereby, and new Notes shall be issued and Borrowers shall make such borrowings and repayments as shall be necessary to effect the reallocation of the Commitments, in each case without the consent of the Lenders other than those Lenders with incremental Commitments. Any The fees payable by Borrowers upon any such deemed amendment may incremental Commitments shall be memorialized in writing agreed upon by the Administrative Agent Agent, the Lenders with incremental Commitments and Borrowers at the Borrowers’ consent (not time of such increase. Nothing in this Section 2.19 shall constitute or be deemed to be unreasonably withheld) and furnished constitute an agreement by any Lender to the other parties heretoincrease its Commitments hereunder.
(c) Notwithstanding the foregoing, no Incremental incremental Commitment shall become effective under this Section 2.17 2.19 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (c) and (d) of Section 4.2 5.02 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the BorrowerBorrowers, and (ii) the Administrative Agent shall have received customary legal opinions, board resolutions and other customary closing certificates and documentation as required by the relevant amendment or other documentation and, to the extent reasonably required by the Administrative Agent, in each case consistent with those delivered on the Closing Date under Section 4.1 5.01 and such additional customary documents and filings as the Administrative Agent may reasonably require require, including amendments to assure that Mortgages and date downs to, and incremental increases in the Revolving Loans amounts of coverage under, the various Title Policies, and (iii) Borrowers shall be in respect pro forma compliance with the covenants set forth in Section 8.07 and the Loan to Value Ratio for all of Incremental Commitments are secured by the Collateral ratably with all other Revolving LoansProperties, shall be no more than sixty percent (60%), in each case after giving effect to such incremental Commitments, the Loans to be made thereunder and the application of the proceeds therefrom as if made and applied on such date, and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of Borrowers, showing such calculations in reasonable detail.
(d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Revolving Loans in respect of Incremental incremental Commitments, when originally made, are included in each Borrowing of outstanding Revolving Loans on a pro rata basis. Borrowers agree that Section 4.05 shall apply to any conversion of Eurodollar Loans to ABR Loans reasonably required by the Lenders to effect the foregoing.
Appears in 1 contract
Sources: Revolving Credit Agreement (FelCor Lodging Trust Inc)
Incremental Commitments. (a) The Borrower may, by written notice to the Administrative Agent on up to two (2) occasions during the period from time the Closing Date to timethe eighteen (18) month anniversary of the Closing Date, request Incremental incremental Revolving Commitments in an amount not to exceed the Incremental Amount aggregate amount of $75,000,000 from one or more Incremental additional Revolving Lenders (which may include any existing Lender) willing to provide such Incremental Commitments, as the case may be, incremental Revolving Commitments in their own discretion; provided, that (i) each Incremental incremental Revolving Lender shall be subject to the approval of the Administrative Agent and each Swingline Lender (which approval shall not be unreasonably withheld or delayedwithheld) unless such Incremental incremental Lender is a Lender, and (ii) each Incremental Commitment shall be on the same terms as the existing Commitments and in all respects shall become an Affiliate of a part of the Commitments hereunder on such terms; provided, that, the Applicable Margin and Commitment Fee Rate applicable to the then-existing Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (ii)Lender or an Approved Fund. Such notice shall set forth (i) the amount of the Incremental incremental Revolving Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 (or such lesser amount as the Administrative Agent may agree) or equal to the remaining Incremental Amount)requested, (ii) the aggregate amount of Incremental all incremental Revolving Commitments, which when taken together with all other incremental Revolving Commitments, shall not exceed $75,000,000 in the aggregate (the “Incremental AmountLimit”), and (iii) the date on which such Incremental incremental Revolving Commitments are requested to become effective (the “Increased Amount Date”). The Administrative Agent and/or its Affiliates shall use commercially reasonable efforts, with the assistance of the Borrower, to arrange a syndicate of Lenders willing to hold the requested incremental Revolving Commitments.
(b) The Borrower and each Incremental incremental Revolving Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreementsuch documentation as the Administrative Agent shall reasonably specify to evidence the incremental Revolving Commitment of such incremental Revolving Lender. Each such documentation shall specify the terms of the applicable incremental Revolving Commitments; provided, that from and after the effectiveness of each amendment or other documentation, the associated incremental Revolving Commitments shall thereafter be Revolving Commitments with the same terms as the Revolving Commitments (including as to pricing and maturity). Each of the parties hereto hereby agrees that that, upon the effectiveness of any Incremental Assumption Agreementsuch documentation, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to increase reflect the existence and terms of the incremental Revolving Commitments evidenced thereby (including adjusting the Revolving Percentages), and new Notes shall be issued and the Borrower shall make such borrowings and repayments as shall be necessary to effect the reallocation of the Revolving Commitments, in each case without the consent of the Lenders other than those Lenders with incremental Revolving Commitments. The fees payable by the amount of the Incremental Borrower upon any such incremental Revolving Commitments evidenced thereby. Any such deemed amendment may shall be memorialized in writing agreed upon by the Administrative Agent Agent, the Lenders with incremental Revolving Commitments and the Borrowers’ consent (not Borrower at the time of such increase. Notwithstanding the forgoing, nothing in this Section 2.23 shall constitute or be deemed to be unreasonably withheld) and furnished constitute an agreement by any Lender to the other parties heretoincrease its Commitments hereunder.
(c) Notwithstanding the foregoing, no Incremental incremental Revolving Commitment shall become effective under this Section 2.17 2.23 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (c) and (d) of Section 4.2 5.2 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the Borrower, and (ii) the Administrative Agent shall have received customary legal opinions, board resolutions and other customary closing certificates and documentation as required by the relevant amendment or other documentation and, to the extent reasonably required by the Administrative Agent, in each case consistent with those delivered on the Closing Date under Section 4.1 5.1 and such additional customary documents and filings as the Administrative Agent may reasonably require require, and (iii) the Borrower shall be in pro forma compliance with the covenants set forth in Section 7.1 after giving effect to assure that such incremental Revolving Commitments, the Revolving Loans in respect to be made thereunder and the application of Incremental Commitments are secured by the Collateral ratably with all other Revolving Loansproceeds therefrom as if made and applied on such date.
(d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Revolving Loans in respect of Incremental incremental Revolving Commitments, when originally made, are included in each Borrowing of outstanding Revolving Loans on a pro rata basis. The Borrower agrees that Section 2.20 shall apply to any conversion of Eurodollar Loans to ABR Loans reasonably required by the Lenders to effect the foregoing.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Medical Properties Trust Inc)
Incremental Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to timetime prior to the latest Maturity Date then in effect under the Term Loan A Facilities, request Incremental Commitments in an aggregate amount not to exceed (i) $200,000,000 with respect to Incremental Commitments in respect of Tranche A1 Advances and (ii) €500,000,000 with respect to Incremental Commitments in respect of Tranche A2 Advances and Tranche A3 Advances in the Incremental Amount aggregate from one or more Incremental Lenders (which may include any existing Lender) willing to provide such Incremental Commitments, as the case may be, Commitments in their own sole discretion; provided, provided that (i) each Incremental Lender (which is not an existing Lender) shall be subject to the approval requirements of the Administrative Agent and each Swingline Lender (which approval shall not be unreasonably withheld or delayed) unless such Incremental Lender is a Lender, and (ii) each Incremental Commitment shall be on the same terms as the existing Commitments and in all respects shall become a part of the Commitments hereunder on such terms; provided, that, the Applicable Margin and Commitment Fee Rate applicable to the then-existing Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (ii)Section 9.07. Such notice shall set forth (iA) the amount of the Incremental Commitments being requested (which shall be in minimum increments multiples of $1,000,000 (i) in the case of Incremental Commitments that are denominated in U.S. Dollars, US$10,000,000 and a minimum amount of $10,000,000 (or such lesser amount as the Administrative Agent may agree) or equal to the remaining Incremental Amount), (ii) in the aggregate amount case of Incremental CommitmentsCommitments that are denominated in Euros, which shall not exceed the Incremental Amount, €10,000,000) and (iiiB) the date on which such Incremental Commitments are requested to become effective effective, (C) the “Increased Amount Date”)terms of such Incremental Commitments and (D) whether such Incremental Commitments are to make Advances on the same terms as the existing Tranche A1 Advances, Tranche A2 Advances or Tranche A3 Advances. No Lender shall be obligated to increase its Commitments pursuant to this Section 2.18 unless it so agrees.
(b) The Borrower and each Incremental Lender shall execute and deliver to the Administrative Agent an agreement in form and substance reasonably satisfactory to the Administrative Agent (each, an “Incremental Assumption Agreement”) to evidence the Incremental Commitment of such Incremental Lender, which shall supplement this Agreement and, as appropriate, the other Loan Documents. Each Incremental Assumption Agreement shall specify the terms of the parties hereto hereby agrees that upon Incremental Advances to be made thereunder, including the designation of Incremental Commitments as Tranche A1 Commitments, Tranche A2 Commitments or Tranche A3 Commitments, and the Incremental Advances thereunder shall be made on terms and conditions agreed to by the Borrower and the applicable Incremental Lenders. The Administrative Agent shall promptly notify each Lender as to the effectiveness of any each Incremental Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to increase the Commitments by the amount of the Incremental Commitments evidenced thereby. Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrowers’ consent (not to be unreasonably withheld) and furnished to the other parties hereto.
(c) Notwithstanding the foregoing, no Incremental Commitment shall become effective under this Section 2.17 2.18 unless (i) on the date of such effectivenesseffectiveness (unless otherwise agreed among the Incremental Lenders and the Borrower):
(i) subject to Section 1.03(h)(ii), the conditions representations and warranties set forth in paragraphs Article IV are correct in all material respects (c) except those representations and (d) of Section 4.2 warranties qualified by materiality, which shall be satisfied true and correct) on and as of such date, as though made on and as of such date, except to the extent that any such representation or warranty expressly relates only to an earlier date, in which case it was correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) as of such earlier date, and the Administrative Agent (acting at the direction of the applicable Incremental Lenders) shall have received a certificate to that effect dated such date and executed by a Responsible Officer an authorized officer of the Borrower, and ;
(ii) subject to Section 1.03(h)(i), no Event of Default or Potential Event of Default shall have occurred and be continuing or would exist after giving effect to such Incremental Commitments or at the time of the making of such Incremental Advances; and
(iii) the Administrative Agent shall have received such legal opinions, board resolutions and other closing certificates and documentation to the extent reasonably required by the Administrative Agent, in each case consistent with those delivered on the Closing Date under Section 4.1 and such additional documents and filings (including opinions of counsel (which may be in-house counsel)) as the Administrative Agent may shall reasonably require to assure that the Revolving Loans in respect of Incremental Commitments are secured by the Collateral ratably with all other Revolving Loansrequest.
(d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Revolving Loans in respect Incremental Advances that are to be part of Incremental Commitmentsan outstanding Term Loan A Facility, when originally made, are included in each Borrowing of outstanding Revolving Loans Advances of such Term Loan A Facility on a pro rata basis.
(e) Notwithstanding the terms of Section 9.01, any Incremental Assumption Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to implement the provisions of this Section, a copy of which shall be made available to each Lender.
Appears in 1 contract
Incremental Commitments. (a) The Borrower Borrowers may, by written notice to the Administrative Agent on two occasions during the period from time the Closing Date to timethe date five Business Days prior to the Maturity Date, request Incremental incremental Commitments in an amount not to exceed less than $25,000,000 per request and not more than $50,000,000 in the aggregate (the “Incremental Amount Limit”) from one or more Incremental additional Lenders (which may include any existing Lender, each, a “New Term Loan Lender”) willing to provide such Incremental Commitments, as the case may be, incremental Commitments in their own discretion; provided, that (i) each Incremental New Term Loan Lender shall be subject to the approval of the Administrative Agent and each Swingline Lender (which approval shall not be unreasonably withheld or delayedwithheld) unless such Incremental New Term Loan Lender is a Lender or an Affiliate of a Lender, and (ii) each Incremental Commitment shall be on the same terms as the existing Commitments and in all respects shall become a part of the Commitments hereunder on such terms; provided, that, the Applicable Margin and Commitment Fee Rate applicable to the then-existing Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (ii). Such notice shall set forth (i) the amount of the Incremental incremental Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 (or such lesser amount as the Administrative Agent may agree) or equal to the remaining Incremental Amount), (ii) the aggregate amount of Incremental Commitments, which shall not exceed the Incremental Amountrequested, and (iiiii) the date on which such Incremental incremental Commitments are requested to become effective (the “Increased Amount Date”). On any Increased Amount Date on which any such incremental Commitments are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender shall make a Loan to the Borrowers (a “New Term Loan”) in an amount equal to its incremental Commitment, and (ii) each New Term Loan Lender shall become a Lender hereunder with respect to such incremental Commitment and the New Term Loans made pursuant thereto. The terms and provisions of the New Term Loans and the incremental Commitments shall be identical to the existing Loans.
(b) The Borrower Borrowers and each Incremental New Term Loan Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreementsuch documentation as the Administrative Agent shall reasonably specify to evidence the incremental Commitment of such New Term Loan Lender. Each of the parties hereto hereby agrees that that, upon the effectiveness of any Incremental Assumption Agreementsuch documentation, this Credit Agreement shall be deemed amended to the extent (but only to the extent) necessary to increase reflect the existence and terms of the incremental Commitments and New Term Loans evidenced thereby (including adjusting the Commitment Percentages), and new Notes shall be issued and the Borrowers shall make such borrowings without the consent of the Lenders other than those Lenders with incremental Commitments. The fees payable by the amount of the Incremental Borrowers upon any such incremental Commitments evidenced thereby. Any such deemed amendment may shall be memorialized in writing agreed upon by the Administrative Agent with Agent, the Borrowers’ consent (not New Term Loan Lenders and the Borrowers at the time of such increase. Notwithstanding the foregoing, nothing in this Section 2.7 shall constitute or be deemed to be unreasonably withheld) and furnished constitute an agreement by any Lender to the other parties heretoincrease its Commitment hereunder.
(c) Notwithstanding the foregoing, no Incremental incremental Commitment shall become effective under this Section 2.17 2.7 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (c) and (d) of Section 4.2 5.2 shall be satisfied assuming a Loan were then being made and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer financial officer of the BorrowerBRT, and (ii) the Administrative Agent shall have received customary legal opinions, board resolutions and other customary closing certificates and documentation as required by the relevant amendment or other documentation and, to the extent reasonably required by the Administrative Agent, in each case consistent with those delivered on the Closing Effective Date under Section 4.1 5.1 and such additional customary documents and filings as the Administrative Agent may reasonably require require, and (iii) the Borrowers shall be in pro forma compliance with the covenants set forth in Section 7.2 after giving effect to assure that such incremental Commitments, the Revolving Loans in respect to be made thereunder and the application of Incremental Commitments are secured by the Collateral ratably with all other Revolving Loansproceeds therefrom as if made and applied on such date.
(d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Revolving Loans in respect of Incremental CommitmentsNew Term Loans, when originally made, are included in each Borrowing borrowing of outstanding Revolving Loans on a pro rata basis.
Appears in 1 contract
Sources: Term Loan Agreement (Brandywine Operating Partnership, L.P.)
Incremental Commitments. (a) The Borrower Borrowers may, by written notice to the Administrative Agent during the period from time the Restatement Date to timethe Maturity Date, request Incremental incremental Commitments in an amount minimal incremental amounts of at least $5,000,000,provided that Aggregate Commitments shall not to at any time exceed the Incremental Amount $450,000,000, which incremental Commitments may come from one or more Incremental additional Lenders (which may include any existing Lender) willing to provide such Incremental Commitments, as the case may be, incremental Commitments in their own discretion; provided, that (i) each Incremental incremental Lender shall be subject to the approval of the Administrative Agent and each Swingline Lender (which approval shall not be unreasonably withheld or delayedwithheld) unless such Incremental incremental Lender is a Lender, and (ii) each Incremental Commitment shall be on the same terms as the existing Commitments and in all respects shall become an Affiliate of a part of the Commitments hereunder on such terms; provided, that, the Applicable Margin and Commitment Fee Rate applicable to the then-existing Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (ii)Lender or an Approved Fund. Such notice shall set forth (i) the amount of the Incremental incremental Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 (or such lesser amount as the Administrative Agent may agree) or equal to the remaining Incremental Amount)requested, (ii) the aggregate then current amount of Incremental Aggregate Commitments, which after giving effect to all incremental Commitments, shall not exceed $450,000,000 in the Incremental Amountaggregate, and (iii) the date on which such Incremental incremental Commitments are requested to become effective (the “Increased Amount Date”). Administrative Agent and/or its Affiliates shall use commercially reasonable efforts, with the assistance of Borrowers, to arrange a syndicate of Lenders willing to hold the requested incremental Commitments.
(b) The Borrower Borrowers and each Incremental incremental Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreementsuch documentation as Administrative Agent shall reasonably specify to evidence the incremental Commitment of such incremental Lender. Each such documentation shall specify the terms of the applicable incremental Commitments; provided, that from and after the effectiveness of each amendment or other documentation, the associated incremental Commitments shall thereafter be Commitments with the same terms as the Commitments (including as to pricing and maturity). Each of the parties hereto hereby agrees that that, upon the effectiveness of any Incremental Assumption Agreementsuch documentation, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to increase reflect the Commitments by the amount existence and terms of the Incremental incremental Commitments evidenced thereby, and new Notes shall be issued and Borrowers shall make such borrowings and repayments as shall be necessary to effect the reallocation of the Commitments, in each case without the consent of the Lenders other than those Lenders with incremental Commitments. Any The fees payable by Borrowers upon any such incremental Commitments shall be agreed upon by Administrative Agent, the Lenders with incremental Commitments and Borrowers at the time of such increase. Nothing in this Section 2.20 shall constitute or be deemed amendment may be memorialized in writing to constitute an agreement by the Administrative Agent with the Borrowers’ consent (not any Lender to be unreasonably withheld) and furnished to the other parties heretoincrease its Commitments hereunder.
(c) Notwithstanding the foregoing, no Incremental incremental Commitment shall become effective under this Section 2.17 2.20 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (c) and (d) of Section 4.2 5.02 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the BorrowerBorrowers, and (ii) the Administrative Agent shall have received customary legal opinions, board resolutions and other customary closing certificates and documentation to the extent reasonably as required by the Administrative Agent, in each case relevant amendment or other documentation consistent with those delivered on the Original Closing Date under Section 4.1 5.01 and such additional customary documents and filings as the Administrative Agent may reasonably require require, including amendments to assure that Mortgages and date downs to, and incremental increases in the Revolving Loans amounts of coverage under, the various Title Policies, and (iii) Borrowers shall be in respect pro forma compliance with the covenants set forth in Section 8.07 and the Loan to Value Ratio for all of Incremental Commitments are secured by the Collateral ratably with all other Revolving LoansProperties shall be no more than (x) sixty percent (60%) prior to the Extension Period, and (y) fifty-five percent (55%) during the Extension Period, in each case after giving effect to such incremental Commitments, the Loans to be made thereunder and the application of the proceeds therefrom as if made and applied on such date, and Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of Borrowers, showing such calculations in reasonable detail.
(d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Revolving Loans in respect of Incremental incremental Commitments, when originally made, are included in each Borrowing of outstanding Revolving Loans on a pro rata basis. Borrowers agree that Section 4.05 shall apply to any conversion of Eurodollar Loans to ABR Loans reasonably required by the Lenders to effect the foregoing.
(e) Without limitation of the foregoing, Borrowers may add additional Collateral Property in accordance with the requirements of Section 2.21 (including the consent of Required Lenders)and obtain an incremental Commitment to finance such new Collateral Property.
Appears in 1 contract
Sources: Revolving Credit Agreement (FelCor Lodging Trust Inc)
Incremental Commitments. (a) The Borrower may, by written notice to the Administrative Agent on up to two (2) occasions during the period from time the Closing Date to timethe nine (9) month anniversary of the Closing Date, request Incremental incremental Commitments in an amount not to exceed the Incremental Amount aggregate amount of $200,000,000 from one or more Incremental additional Lenders (which may include any existing Lender) willing to provide such Incremental Commitments, as the case may be, incremental Commitments in their own discretion; provided, that (i) each Incremental incremental Lender shall be subject to the approval of the Administrative Agent and each Swingline Lender (which approval shall not be unreasonably withheld or delayedwithheld) unless such Incremental incremental Lender is a Lender, and (ii) each Incremental Commitment shall be on the same terms as the existing Commitments and in all respects shall become an Affiliate of a part of the Commitments hereunder on such terms; provided, that, the Applicable Margin and Commitment Fee Rate applicable to the then-existing Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (ii)Lender or an Approved Fund. Such notice shall set forth (i) the amount of the Incremental incremental Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 (or such lesser amount as the Administrative Agent may agree) or equal to the remaining Incremental Amount)requested, (ii) the aggregate amount of Incremental all incremental Commitments, which when taken together with all other incremental Commitments, shall not exceed $200,000,000 in the aggregate (the “Incremental AmountLimit”), and (iii) the date on which such Incremental incremental Commitments are requested to become effective (the “Increased Amount Date”). The Administrative Agent and/or its Affiliates shall use commercially reasonable efforts, with the assistance of the Borrower, to arrange a syndicate of Lenders willing to hold the requested incremental Commitments.
(b) The Borrower and each Incremental incremental Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreementsuch documentation as the Administrative Agent shall reasonably specify to evidence the incremental Commitment of such incremental Lender. Each such documentation shall specify the terms of the applicable incremental Commitments; provided, that from and after the effectiveness of each amendment or other documentation, the associated incremental Commitments shall thereafter be Commitments with the same terms as the Commitments (including as to pricing and maturity). Each of the parties hereto hereby agrees that that, upon the effectiveness of any Incremental Assumption Agreementsuch documentation, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to increase reflect the existence and terms of the incremental Commitments evidenced thereby (including adjusting the Applicable Percentages), and new Notes shall be issued and the Borrower shall make such borrowings and repayments as shall be necessary to effect the reallocation of the Commitments, in each case without the consent of the Lenders other than those Lenders with incremental Commitments. The fees payable by the amount of the Incremental Borrower upon any such incremental Commitments evidenced thereby. Any such deemed amendment may shall be memorialized in writing agreed upon by the Administrative Agent Agent, the Lenders with incremental Commitments and the Borrowers’ consent (not Borrower at the time of such increase. Notwithstanding the forgoing, nothing in this Section 2.4 shall constitute or be deemed to be unreasonably withheld) and furnished constitute an agreement by any Lender to the other parties heretoincrease its Commitments hereunder.
(c) Notwithstanding the foregoing, no Incremental incremental Commitment shall become effective under this Section 2.17 2.4 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (c) and (d) of Section 4.2 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Financial Officer of the Borrower, and (ii) the Administrative Agent shall have received customary legal opinions, board resolutions and other customary closing certificates and documentation as required by the relevant amendment or other documentation and, to the extent reasonably required by the Administrative Agent, in each case consistent with those delivered on the Closing Date under Section 4.1 and such additional customary documents and filings as the Administrative Agent may reasonably require require, and (iii) the Borrower shall be in pro forma compliance with the covenants set forth in Section 6.13 after giving effect to assure that such incremental Commitments, the Revolving Loans in respect to be made thereunder and the application of Incremental Commitments are secured by the Collateral ratably with all other Revolving Loansproceeds therefrom as if made and applied on such date.
(d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Revolving Loans in respect of Incremental incremental Commitments, when originally made, are included in each Borrowing of outstanding Revolving Loans on a pro rata basis. The Borrower agrees that Section 2.16 shall apply to any conversion of Eurodollar Loans to ABR Loans reasonably required by the Lenders to effect the foregoing.
Appears in 1 contract
Sources: Credit Agreement (Healthcare Trust of America, Inc.)
Incremental Commitments. (a) The Borrower Borrowers may, by written notice to the Administrative Agent on four occasions during the period from time the Closing Date to timeFebruary 1, 2016, request Incremental incremental Commitments in an amount not less than $25,000,000 per request and not more than $200,000,000 in the aggregate, together with any increase to the Revolving Committed Amount (under and as defined in the Revolving Credit Agreement) and incremental term loans under the Term Loan A Agreement (such that the Committed Amount after such increase shall never exceed $450,000,000 minus (x) any increase to the Revolving Committed Amount and (y) any incremental term loans under the Term Loan A Agreement)(the “Incremental Amount Limit”) from one or more Incremental additional Lenders (which may include any existing Lender, each, a “New Term Loan Lender”) willing to provide such Incremental Commitments, as the case may be, incremental Commitments in their own discretion; provided, that (i) each Incremental New Term Loan Lender shall be subject to the approval of the Administrative Agent and each Swingline Lender (which approval shall not be unreasonably withheld or delayedwithheld) unless such Incremental New Term Loan Lender is a Lender or an Affiliate of a Lender, and (ii) each Incremental Commitment shall be on the same terms as the existing Commitments and in all respects shall become a part of the Commitments hereunder on such terms; provided, that, the Applicable Margin and Commitment Fee Rate applicable to the then-existing Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (ii). Such notice shall set forth (i) the amount of the Incremental incremental Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 (or such lesser amount as the Administrative Agent may agree) or equal to the remaining Incremental Amount), (ii) the aggregate amount of Incremental Commitments, which shall not exceed the Incremental Amountrequested, and (iiiii) the date on which such Incremental incremental Commitments are requested to become effective (the “Increased Amount Date”). On any Increased Amount Date on which any such incremental Commitments are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender shall make a Loan to the Borrowers (a “New Term Loan”) in an amount equal to its incremental Commitment, and (ii) each New Term Loan Lender shall become a Lender hereunder with respect to such incremental Commitment and the New Term Loans made pursuant thereto. The terms and provisions of the New Term Loans and the incremental Commitments shall be identical to the existing Loans.
(b) The Borrower Borrowers and each Incremental New Term Loan Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreementsuch documentation as the Administrative Agent shall reasonably specify to evidence the incremental Commitment of such New Term Loan Lender. Each of the parties hereto hereby agrees that that, upon the effectiveness of any Incremental Assumption Agreementsuch documentation, this Credit Agreement shall be deemed amended to the extent (but only to the extent) necessary to increase reflect the existence and terms of the incremental Commitments and New Term Loans evidenced thereby (including adjusting the Commitment Percentages), and new Notes shall be issued and the Borrowers shall make such borrowings without the consent of the Lenders other than those Lenders with incremental Commitments. The fees payable by the amount of the Incremental Borrowers upon any such incremental Commitments evidenced thereby. Any such deemed amendment may shall be memorialized in writing agreed upon by the Administrative Agent with Agent, the Borrowers’ consent (not New Term Loan Lenders and the Borrowers at the time of such increase. Notwithstanding the foregoing, nothing in this Section 2.7 shall constitute or be deemed to be unreasonably withheld) and furnished constitute an agreement by any Lender to the other parties heretoincrease its Commitment hereunder.
(c) Notwithstanding the foregoing, no Incremental incremental Commitment shall become effective under this Section 2.17 2.7 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (c) and (d) of Section 4.2 5.2 shall be satisfied assuming a Loan were then being made and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer financial officer of the BorrowerBRT, and (ii) the Administrative Agent shall have received customary legal opinions, board resolutions and other customary closing certificates and documentation as required by the relevant amendment or other documentation and, to the extent reasonably required by the Administrative Agent, in each case consistent with those delivered on the Closing Effective Date under Section 4.1 5.1 and such additional customary documents and filings as the Administrative Agent may reasonably require require, and (iii) the Borrowers shall be in pro forma compliance with the covenants set forth in Section 7.2 after giving effect to assure that such incremental Commitments, the Revolving Loans in respect to be made thereunder and the application of Incremental Commitments are secured by the Collateral ratably with all other Revolving Loansproceeds therefrom as if made and applied on such date.
(d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Revolving Loans in respect of Incremental CommitmentsNew Term Loans, when originally made, are included in each Borrowing borrowing of outstanding Revolving Loans on a pro rata basis.
Appears in 1 contract
Sources: Term Loan B Agreement (Brandywine Operating Partnership, L.P.)
Incremental Commitments. (a) The Borrower Borrowers may, by written notice to the Administrative Agent on four occasions during the period from time the Closing Date to timeFebruary 1, 2015, request Incremental incremental Commitments in an amount not less than $25,000,000 per request and not more than $200,000,000 in the aggregate, together with any increase to the Revolving Committed Amount (under and as defined in the Revolving Credit Agreement) and incremental term loans under the Term Loan B Agreement (such that the Committed Amount after such increase shall never exceed $350,000,000 minus (x) any increase to the Revolving Committed Amount and (y) any incremental term loans under the Term Loan B Agreement)(the “Incremental Amount Limit”) from one or more Incremental additional Lenders (which may include any existing Lender, each, a “New Term Loan Lender”) willing to provide such Incremental Commitments, as the case may be, incremental Commitments in their own discretion; provided, that (i) each Incremental New Term Loan Lender shall be subject to the approval of the Administrative Agent and each Swingline Lender (which approval shall not be unreasonably withheld or delayedwithheld) unless such Incremental New Term Loan Lender is a Lender or an Affiliate of a Lender, and (ii) each Incremental Commitment shall be on the same terms as the existing Commitments and in all respects shall become a part of the Commitments hereunder on such terms; provided, that, the Applicable Margin and Commitment Fee Rate applicable to the then-existing Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (ii). Such notice shall set forth (i) the amount of the Incremental incremental Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 (or such lesser amount as the Administrative Agent may agree) or equal to the remaining Incremental Amount), (ii) the aggregate amount of Incremental Commitments, which shall not exceed the Incremental Amountrequested, and (iiiii) the date on which such Incremental incremental Commitments are requested to become effective (the “Increased Amount Date”). On any Increased Amount Date on which any such incremental Commitments are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender shall make a Loan to the Borrowers (a “New Term Loan”) in an amount equal to its incremental Commitment, and (ii) each New Term Loan Lender shall become a Lender hereunder with respect to such incremental Commitment and the New Term Loans made pursuant thereto. The terms and provisions of the New Term Loans and the incremental Commitments shall be identical to the existing Loans.
(b) The Borrower Borrowers and each Incremental New Term Loan Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreementsuch documentation as the Administrative Agent shall reasonably specify to evidence the incremental Commitment of such New Term Loan Lender. Each of the parties hereto hereby agrees that that, upon the effectiveness of any Incremental Assumption Agreementsuch documentation, this Credit Agreement shall be deemed amended to the extent (but only to the extent) necessary to increase reflect the existence and terms of the incremental Commitments and New Term Loans evidenced thereby (including adjusting the Commitment Percentages), and new Notes shall be issued and the Borrowers shall make such borrowings without the consent of the Lenders other than those Lenders with incremental Commitments. The fees payable by the amount of the Incremental Borrowers upon any such incremental Commitments evidenced thereby. Any such deemed amendment may shall be memorialized in writing agreed upon by the Administrative Agent with Agent, the Borrowers’ consent (not New Term Loan Lenders and the Borrowers at the time of such increase. Notwithstanding the foregoing, nothing in this Section 2.7 shall constitute or be deemed to be unreasonably withheld) and furnished constitute an agreement by any Lender to the other parties heretoincrease its Commitment hereunder.
(c) Notwithstanding the foregoing, no Incremental incremental Commitment shall become effective under this Section 2.17 2.7 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (c) and (d) of Section 4.2 5.2 shall be satisfied assuming a Loan were then being made and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer financial officer of the BorrowerBRT, and (ii) the Administrative Agent shall have received customary legal opinions, board resolutions and other customary closing certificates and documentation as required by the relevant amendment or other documentation and, to the extent reasonably required by the Administrative Agent, in each case consistent with those delivered on the Closing Effective Date under Section 4.1 5.1 and such additional customary documents and filings as the Administrative Agent may reasonably require require, and (iii) the Borrowers shall be in pro forma compliance with the covenants set forth in Section 7.2 after giving effect to assure that such incremental Commitments, the Revolving Loans in respect to be made thereunder and the application of Incremental Commitments are secured by the Collateral ratably with all other Revolving Loansproceeds therefrom as if made and applied on such date.
(d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Revolving Loans in respect of Incremental CommitmentsNew Term Loans, when originally made, are included in each Borrowing borrowing of outstanding Revolving Loans on a pro rata basis.
Appears in 1 contract
Sources: Term Loan Agreement (Brandywine Operating Partnership, L.P.)
Incremental Commitments. (a) The Borrower Borrowers may, by written notice to the Administrative Agent from time on up to timetwo (2) occasions, request Incremental Commitments incremental increases in the Maximum Revolving Credit Amount in an amount not to exceed the Incremental Amount aggregate amount of $25,000,000 from one or more Incremental additional Lenders (which may include any existing Lender) willing to provide such Incremental incremental Revolving Commitments, as the case may be, in their own sole discretion; provided, that (i) each Incremental additional Lender shall be subject to the approval of the Administrative Agent and each Swingline Lender (which approval shall not be unreasonably withheld or delayed) unless such Incremental Lender is a Lender, and (ii) each Incremental Commitment shall be on the same terms as the existing Commitments and in all respects shall become a part of the Commitments hereunder on such terms; provided, that, the Applicable Margin and Commitment Fee Rate applicable to the then-existing Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (ii). Such notice shall set forth (i) the amount of the Incremental Commitments increase in the Maximum Revolving Credit Amount being requested (requested, which shall be in minimum increments of not less than $1,000,000 and a minimum amount of $10,000,000 (or such lesser amount as the Administrative Agent may agree) or equal to the remaining Incremental Amount), (ii) the aggregate amount of Incremental Commitments, which shall not exceed the Incremental Amount10,000,000, and (iiiii) the date on which such Incremental Commitments are requested incremental increase in the Maximum Revolving Credit Amount is to become effective (the “"Increased Amount Date”"). The Borrowers shall be responsible for all reasonable, out of pocket, fees and expenses in connection with such increase, and, to the extent agreed in writing by the Borrowers pursuant to Section 2.18(b), syndication expenses and fees paid to Lenders providing the additional Revolving Commitments.
(b) The Borrower Borrowers and each Incremental new Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreementsuch documentation as the Agent shall reasonably specify to evidence the commitment of such new increase in the Maximum Revolving Credit Amount. Each such documentation shall specify the terms of the applicable incremental Revolving Commitments; provided, that from and after the effectiveness of each amendment or other documentation, the associated incremental Revolving Commitments shall thereafter be Revolving Commitments with the same terms as the Revolving Commitments (including as to pricing and maturity). Each of the parties hereto hereby agrees that that, upon the effectiveness of any Incremental Assumption Agreementsuch documentation, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to increase reflect the existence and terms of the incremental Revolving Commitments evidenced thereby (including adjusting the Commitment Percentages), and new Revolving Credit Notes shall be issued and the Borrowers shall make such borrowings and repayments as shall be necessary to effect the reallocation of the Maximum Revolving Credit Amount, in each case without the consent of the Lenders other than those Lenders with incremental Revolving Commitments. The fees payable by the amount of the Incremental Borrowers upon any such incremental Revolving Commitments evidenced thereby. Any such deemed amendment may shall be memorialized in writing agreed upon by the Administrative Agent Agent, the Lenders with incremental Revolving Commitments and the Borrowers’ consent (not Borrowers at the time of such increase. Notwithstanding the forgoing, nothing in this Section 2.18 shall constitute or be deemed to be unreasonably withheld) and furnished constitute an agreement by any Lender to the other parties heretoincrease its Commitment Percentage hereunder.
(c) Notwithstanding the foregoing, no Incremental incremental Revolving Commitment shall become effective under this Section 2.17 2.18 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (c) and (d) of Section 4.2 3.2 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer duly authorized officer of the BorrowerBorrowers, and (ii) the Administrative Agent shall have received customary legal opinions, board resolutions and other customary closing certificates and documentation as required by the relevant amendment or other documentation and, to the extent reasonably required by the Administrative Agent, in each case consistent with those delivered on the Closing Date under Section 4.1 3.1 and such additional customary documents and filings as the Administrative Agent may reasonably require require, and (iii) the Borrowers shall be in pro forma compliance with the covenants set forth in Section 7 after giving effect to assure that such incremental Revolving Commitments, the Revolving Loans in respect to be made thereunder and the application of Incremental Commitments are secured by the Collateral ratably with all other Revolving Loansproceeds therefrom as if made and applied on such date.
(d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Revolving Loans Credit Advances in respect of Incremental incremental Revolving Commitments, when originally made, are included in each Borrowing such aggregate Revolving Credit Advance of outstanding Revolving Loans Credit Advances on a pro rata basis. The Borrowers agree that Section 2.18 shall apply to any conversion of any Loan bearing interest at the Applicable LIBOR Rate to a Loan bearing interest at the Applicable Base Rate reasonably required by the Lenders to effect the foregoing.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Gerber Scientific Inc)
Incremental Commitments. (a) The Borrower Borrowers may, by written notice to the Administrative Agent on one occasion during the period from time the Closing Date to timeDecember 31, 2007, request Incremental incremental Commitments in an amount not to exceed the aggregate amount of $50,000,000 (the “Incremental Amount Limit”) from one or more Incremental additional Lenders (which may include any existing Lender) willing to provide such Incremental Commitments, as the case may be, incremental Loans in their own discretion; provided, that (i) each Incremental incremental Lender shall be subject to the approval of the Administrative Agent and each Swingline Lender (which approval shall not be unreasonably withheld or delayedwithheld) unless such Incremental incremental Lender is a Lender or an Affiliate of a Lender, and (ii) each Incremental Commitment shall be on the same terms as the existing Commitments and in all respects shall become a part of the Commitments hereunder on such terms; provided, that, the Applicable Margin and Commitment Fee Rate applicable to the then-existing Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (ii). Such notice shall set forth (i) the amount of the Incremental incremental Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 (or such lesser amount as the Administrative Agent may agree) or equal to the remaining Incremental Amount), (ii) the aggregate amount of Incremental Commitments, which shall not exceed the Incremental Amountrequested, and (iiiii) the date on which such Incremental incremental Commitments are requested to become effective (the “Increased Amount Date”).
(b) The Borrower and each Incremental incremental Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreementsuch documentation as the Administrative Agent shall reasonably specify to evidence the incremental Commitment of such incremental Lender. Each of the parties hereto hereby agrees that that, upon the effectiveness of any Incremental Assumption Agreementsuch documentation, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to increase reflect the existence and terms of the incremental Commitments and incremental Loans evidenced thereby (including adjusting the Commitment Percentages), and new Notes shall be issued and the Borrower shall make such borrowings without the consent of the Lenders other than those Lenders with incremental Commitments. The fees payable by the amount of the Incremental Borrower upon any such incremental Commitments evidenced thereby. Any such deemed amendment may shall be memorialized in writing agreed upon by the Administrative Agent Agent, the Lenders with incremental Commitments and the Borrowers’ consent (not Borrower at the time of such increase. Notwithstanding the foregoing, nothing in this Section 2.7 shall constitute or be deemed to be unreasonably withheld) and furnished constitute an agreement by any Lender to the other parties heretoincrease its Commitments hereunder.
(c) Notwithstanding the foregoing, no Incremental incremental Commitment shall become effective under this Section 2.17 2.7 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (c) and (d) of Section 4.2 5.2 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer financial officer of the BorrowerBRT, and (ii) the Administrative Agent shall have received customary legal opinions, board resolutions and other customary closing certificates and documentation as required by the relevant amendment or other documentation and, to the extent reasonably required by the Administrative Agent, in each case consistent with those delivered on the Closing Effective Date under Section 4.1 5.1 and such additional customary documents and filings as the Administrative Agent may reasonably require require, and (iii) the Borrowers shall be in pro forma compliance with the covenants set forth in Section 7.2 after giving effect to assure that such incremental Commitments, the Revolving Loans in respect to be made thereunder and the application of Incremental Commitments are secured by the Collateral ratably with all other Revolving Loansproceeds therefrom as if made and applied on such date.
(d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Revolving Loans in respect of Incremental Commitmentsincremental Loans, when originally made, are included in each Borrowing borrowing of outstanding Revolving Loans on a pro rata basis.
Appears in 1 contract